ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

Dated as of December 20, 2005

among

Unica Corporation,

MarketSoft Software Corporation

and

Robert G. Hiss,

TABLE OF CONTENTS

      This Asset Purchase Agreement (this “Agreement”) is entered into as of December 20, 2005 among Unica Corporation, a Delaware corporation (the “Buyer”), MarketSoft Software Corporation, a Delaware corporation (the “Seller”), and Robert G. Hiss, as Stockholder Representative.

     This Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets and assume certain of the liabilities of the Seller.

     Certain capitalized terms used in this Agreement have the meanings ascribed to them in Article IX.

     In consideration of the representations, warranties and covenants herein contained, the Buyer and the Seller agree as follows.

ARTICLE I. THE ASSET PURCHASE

     1.1. Purchase and Sale of Assets .

     (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all of the Seller’s right, title and interest in, to and under the Acquired Assets.

     (b) Notwithstanding the provisions of Section 1.1(a), the Acquired Assets shall not include the Excluded Assets.

     1.2. Assumption of Liabilities .

     (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume, promptly perform and discharge in accordance with the terms thereof and otherwise become responsible for, from and after the Closing, the Assumed Liabilities.

     (b) Notwithstanding the provisions of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for, the Retained Liabilities.

     1.3. Purchase Price .

     1.4. Escrow . At the Closing, $1,925,000 of the Purchase Price payable by the Buyer at the Closing shall be paid by the Buyer to the Escrow Agent for the following purposes:

The Escrow Agent shall hold the Escrow Fund under the Escrow Agreement pursuant to the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. The Escrow Agreement shall provide that the amounts deposited pursuant to clauses (a) and (b) above shall be held in the Escrow Fund in separate accounts and shall not be intermingled.

     1.5. The Closing .

     (a) The Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Boston, Massachusetts (or remotely via the exchange of documents and signatures) commencing at 9:00 a.m., local time, on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.

     (b) At the Closing:

     1.6. Allocation . For Tax and financial accounting purposes, the Buyer intends to obtain a third-party appraisal of the Acquired Assets (the “Appraisal”). Within thirty days following the finalization of the Appraisal, the Buyer shall prepare and deliver to the Seller an allocation schedule allocating for Tax purposes the Purchase Price and Assumed Liabilities (and all other capitalizable costs) among the Acquired Assets. Such allocation schedule shall be prepared in accordance with the Appraisal and the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any comparable provisions of state, local or other Tax law. The Buyer and the Seller shall use good faith efforts to resolve any dispute regarding the preparation of the allocation schedule. Except to the extent otherwise required by applicable laws, the Buyer and the Seller will make all Tax Returns, reports, forms, declarations, claims and other statements in a manner consistent with the allocation schedule and will not make any inconsistent statement or adjustment on any returns or during the course of any Tax audit.

     1.7. Further Assurances . At any time and from time to time after the Closing, at the request of the Buyer and without further consideration, the Seller shall execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as the Buyer may reasonably request to more effectively transfer, convey and assign to the Buyer, and to confirm the Buyer’s rights to, title in and ownership of, the Acquired Assets and to place the Buyer in actual possession and operating control thereof.

     1.8. Withholding Obligations . Each of the Buyer and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable to the Seller pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of any such payment under the Code or any other applicable Tax law. To the extent that amounts are so withheld by the Buyer or the Escrow Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

     1.9. Stockholder Representative . The Stockholder Representative shall, by virtue of the adoption of this Agreement and the resolutions adopted by the stockholders of the Seller with respect to the appointment of the Stockholder Representative, be irrevocably appointed attorney-in-fact and authorized and empowered (with full power of substitution in the premises) to (a) act for an on behalf of any and all of the stockholders of the Seller in connection with the indemnity provisions of Article VII as they relate to the Seller’s stockholders generally, the Escrow Agreement, the notice provisions of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby, including to act as the representative of the Seller’s stockholders to review and authorize all setoffs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with the Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto,(b) exercise any and all rights of the Seller under this Agreement following the Closing and (c) take such further actions as are authorized in this Agreement. The Buyer and the Seller hereby agree that the exercise of any rights by the Stockholder Representative pursuant to clause (b) of the preceding sentence shall have the same effect as if such rights had been exercised by the Seller. The Stockholder Representative shall not be liable to the Buyer, the Seller, any stockholder of the Seller or any other person with respect to any action taken or omitted to be taken by the Stockholder Representative under or in connection with this Agreement or the Escrow Agreement unless such action or omission results from or arises out of fraud, gross negligence, willful

misconduct or bad faith on the part of the Stockholder Representative. The stockholders of the Seller shall severally indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the duties of the Stockholder Representative hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. The Buyer and its Affiliates shall be entitled to rely on such appointment and treat the Stockholder Representative as the duly appointed attorney-in-fact of each stockholder of the Seller. Each stockholder of the Seller who votes to approve this Agreement, by such vote, without any further action, confirms such appointment and authority and acknowledges and agrees that such an appointment is irrevocable and coupled with an interest, it being understood that the willingness of the Buyer to enter into this Agreement is based in part on the appointment of the Stockholder Representative to act on behalf of the stockholders of the Seller.

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents and warrants to the Buyer that, except as set forth in the Disclosure Schedule (as defined below), the statements contained in this Article II are true and correct as of the date of this Agreement except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule (the “Disclosure Schedule”) shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II, and shall qualify the representations and warranties set forth in such sections and subsections regardless of whether or not such sections or subsections (i) explicitly make reference to the Disclosure Schedule or (ii) are otherwise qualified by a reference to the Disclosure Schedule. Furthermore, the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of this Article II, the phrase “to the knowledge of the Seller” or any phrase of similar import shall be deemed to refer to the actual knowledge of any of the Seller Officers, as well as any other knowledge that any of the Seller Officers would have possessed had they made reasonable inquiry of appropriate employees and agents of the Seller with respect to the matter in question.

     2.1. Organization, Qualification and Corporate Power . The Seller is a corporation duly organized, validly existing, and in corporate good standing under the laws of the State of Delaware. The Seller is duly qualified to conduct business and is in corporate good standing under the laws of each jurisdiction listed in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of the Seller’s businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller MAE. The Seller has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Seller has furnished or otherwise made available to the Buyer complete and accurate copies of its certificate of incorporation and by-laws. The Seller is not in default under or in violation of any provision of its certificate of incorporation or by-laws.

     2.2. Capitalization . The authorized capital stock of the Seller consists of (a) 40,000,000 shares of common stock, $0.01 par value per share, of which, as of the date of this Agreement, 1,047,252 shares were issued and outstanding and no shares were held in the treasury of the Seller, and (b) 18,256,336 shares of preferred stock, $0.01 par value per share, of which (i) 1,544,240 shares have been designated as Series A redeemable convertible preferred stock, all of which, as of the date of this Agreement, were issued and outstanding, (ii) 2,019,744 shares have been designated as Series B redeemable convertible

preferred stock, all of which, as of the date of this Agreement, were issued and outstanding, (iii) 241,117 shares have been designated as Series C redeemable convertible preferred stock, of which, as of the date of this Agreement, 183,778 shares were issued and outstanding, (iv) 5,746,834 shares have been designated as Series D redeemable convertible preferred stock, all of which, as of the date of this Agreement, were issued and outstanding, and (v) 5,294,118 shares have been designated as Series E redeemable convertible preferred stock, of which, as of the date of this Agreement, 4,090,895 shares were issued and outstanding.

     2.3. Authorization of Transaction . The Seller has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Seller. Without limiting the generality of the foregoing, the Board of Directors of the Seller, at a meeting duly called and held, by the unanimous vote of all directors determined that the sale of assets contemplated by this Agreement is expedient and in the best interests of the Seller, approved this Agreement in accordance with the Delaware General Corporation Law, directed that such asset sale be submitted to the stockholders of the Seller for their approval, and resolved to recommend that the stockholders of the Seller vote in favor of the approval of such asset sale. The Requisite Stockholder Approval was obtained at a meeting duly called and held or by a written consent duly executed and delivered in accordance with the Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Seller and constitutes, and each of the Ancillary Agreements, upon its execution and delivery by the Seller, will constitute, a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or is subject to general principles of equity.

     2.4. Noncontravention . Neither the execution and delivery by the Seller of this Agreement or the Ancillary Agreements, nor the performance by the Seller of its obligations hereunder or thereunder, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Seller, (b) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Person the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Seller is a party or by which the Seller is bound or to which any of its assets is subject, (d) result in the imposition of any Security Interest upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets.

     2.5. No Subsidiaries . The Seller does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity.

     2.6. Financial Statements . The Seller has provided or otherwise made available to the Buyer the Financial Statements. The Financial Statements have been prepared in accordance with Regulation S-X promulgated by the SEC and with GAAP applied on a consistent basis throughout the periods covered thereby. The Financial Statements fairly present in all material respects the financial condition, results of operations and cash flows of the Seller as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Seller; provided that the Financial Statements referred to in clause (b) of the definition of such term are subject to normal year-end adjustments (which will not be material) and do not include footnotes and other presentation materials required under GAAP.

     2.7. Absence of Certain Changes . Since September 30, 2005, (a) there has occurred no events or developments that, individually or in the aggregate, have had, or could reasonably be expected to have in the future, a Seller MAE, and (b) the Seller has not taken any of the actions set forth in clauses (a) through (p) of Section 4.3.

     2.8. Tax Matters .

     (a) The Seller has filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns were complete and accurate in all material respects. The Seller has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Seller has paid on a timely basis all material Taxes that were due and payable. All material Taxes that the Seller is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

     (b) The Seller has delivered or otherwise made available to the Buyer complete and accurate copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Seller since June 30, 2001. No examination or audit of any Tax Return of the Seller by any Governmental Entity is currently in progress or, to the knowledge of the Seller, threatened or contemplated. The Seller has not been informed by any jurisdiction that the jurisdiction believes that the Seller was required to file any Tax Return that was not filed. The Seller has not waived any statute of limitations with respect to Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency.

     (c) The Seller has not made any payments, is not obligated to make any payments, and is not a party to any agreement that could obligate it to make any payments that may be treated as an “excess parachute payment” under Section 280G of the Code. The Seller does not have any actual or potential liability for any Taxes of any person (other than the Seller) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state, local or foreign law), or as a transferee or successor, by contract or otherwise. The Seller is not, and has not been, required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

     (d) None of the assets of the Seller: (i) is “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (ii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code.

     (e) The Seller has not undergone a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code.

     2.9. Ownership and Condition of Assets .

     (a) The Seller has good and marketable title to, or in the case of leases or licenses, valid leasehold interests or licenses in, all of the Acquired Assets, free and clear of all Security Interests. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Seller shall convey to Buyer good and marketable title to the Acquired Assets owned by the Seller, free and clear of all Security Interests.

     (b) The Acquired Assets (together with the Excluded Assets) are sufficient in all material respects for the conduct of the Seller’s business as presently conducted and constitute all assets used by the Seller in such business.

     (c) Section 2.9(c) of the Disclosure Schedule lists individually all Acquired Assets having a book value greater than $10,000, indicating the cost, accumulated book depreciation (if any) and the net book value of each such fixed asset as of September 30, 2005.

     (d) Each asset that is being transferred to the Buyer as part of the Acquired Assets and that the Seller has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner under the applicable lease or contract, the obligations of the Seller to such lessor or owner will have been discharged in full.

     2.10. Real Property .

     (a) The Seller does not own any real property.

     (b) Section 2.10(b) of the Disclosure Schedule lists all Leases and lists the term of each Lease and the rent payable thereunder. The Seller has delivered or otherwise made available to the Buyer complete and accurate copies of the Leases. Each Lease is a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The Seller is not in breach or violation of, or default under, any Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, that, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller.

     2.11. Intellectual Property .

     (a) Section 2.11(a) of the Disclosure Schedule lists (i) each patent, patent application, copyright registration or application therefor, and trademark, service mark and domain name registration or application therefor of the Seller and (ii) each Customer Deliverable of the Seller.

     (b) The Seller owns or has the right to use all Intellectual Property necessary (i) to use, manufacture, have manufactured, market and distribute the Customer Deliverables and (ii) to operate the Internal Systems. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), each item of Seller Intellectual Property will be owned or available for use by the Buyer immediately following the Closing on substantially similar terms and conditions as it was immediately prior to the Closing. The Seller has taken commercially reasonable measures to protect the proprietary nature of each item of Seller Intellectual Property, and to maintain in confidence all trade secrets and confidential information, that it owns or uses. No other Person has any rights to any of the Seller Intellectual Property owned by the Seller (except pursuant to agreements or licenses specified in Section 2.11(d) of the Disclosure Schedule), and, to the knowledge of the Seller, no Person is infringing, violating or misappropriating any of the Seller Intellectual Property.

     (c) None of the Customer Deliverables, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any Person. To the knowledge of the Seller, none of the Internal Systems, or the use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any Person. Section 2.11(c) of the Disclosure Schedule lists each complaint, claim or notice, or written threat thereof, received in writing by the Seller alleging any such infringement, violation or misappropriation; and the Seller has provided or otherwise made available to the Buyer complete and accurate copies of all written documentation in the possession of the Seller relating to each such complaint, claim, notice or threat. The Seller has provided or otherwise made available to the Buyer complete and accurate copies of all written documentation in the Seller’s possession relating to claims or disputes known to the Seller concerning any Seller Intellectual Property.

     (d) Section 2.11(d) of the Disclosure Schedule identifies each license or other agreement pursuant to which the Seller has (i) licensed or distributed, or otherwise granted any rights to any Person with respect to, any Seller Intellectual Property or (ii) agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Deliverables.

     (e) Section 2.11(e) of the Disclosure Schedule identifies each item of Seller Intellectual Property that is owned by any Person other than the Seller, and the license or agreement pursuant to which the Seller uses it (excluding off-the-shelf software programs licensed by the Seller pursuant to “shrink wrap” licenses).

     (f) Section 2.11(f) of the Disclosure Schedule lists all Open Source Materials that the Seller currently uses, in any way and describes the manner in which such Open Source Materials have been used by the Seller, including whether and how the Open Source Materials have been modified and/or distributed by the Seller. The Seller has not (i) incorporated any Open Source Materials into, or combined Open Source Materials with, any Customer Deliverables, (ii) distributed Open Source Materials in connection with any Customer Deliverables, or (iii) used Open Source Materials that (with respect to either clause (i) or (ii) above) (A) create, or purport to create, obligations for the Seller with respect to software developed or distributed by the Seller or (B) grant, or purport to grant, to any Person any rights or immunities under intellectual property rights. Without limiting the generality of the foregoing, the Seller has not combined any Open Source Materials with any Customer Deliverables that require, as a condition of such combination, modification or distribution of such Open Source Materials, that other software incorporated into, derived from or distributed with such Open Source Materials be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works, or (3) redistributable at no charge.

     (g) The Seller has not disclosed the source code for the Software or other confidential information constituting, embodied in or pertaining to the Software to any Person, except pursuant to the agreements listed in Section 2.11(g) of the Disclosure Schedule, and the Seller has taken commercially reasonable measures to prevent disclosure of such source code.

     (h) All of the copyrightable materials (including Software) incorporated in or bundled with the Customer Deliverables have been created by employees of the Seller within the scope of their employment by the Seller or by independent contractors of the Seller who have executed agreements expressly assigning all right, title and interest in such copyrightable materials and the copyrights therein to the Seller. No portion of such copyrightable materials was jointly developed with any third party.

     (i) To the knowledge of the Seller, the Customer Deliverables and the Internal Systems conform in all material respects to the written documentation and specifications therefor.

     2.12. Contracts .

     (a) Section 2.12 of the Disclosure Schedule lists the following agreements to which the Seller is a party as of the date of this Agreement:

     (b) The Seller has delivered or otherwise made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.11 or 2.12 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms; (ii) for those agreements to which the Seller is a party, the agreement is assignable by the Seller to the Buyer without the consent or approval of any Person (except as set forth in Section 2.4 of the Disclosure Schedule); and (iii) neither the Seller nor, to the knowledge of the Seller, any other Person, is in material breach or material violation of, or material default under, any such agreement, and no event has occurred, is

pending or, to the knowledge of the Seller, is threatened, that, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or material default by the Seller or, to the knowledge of the Seller, any other Person under such agreement.

     2.13. Accounts Receivable . All accounts receivable of the Seller reflected on the Most Recent Balance Sheet (other than those paid since such date) are receivables recorded in the Ordinary Course of Business of the Seller, subject to no setoffs or counterclaims and are current and collectible, net of the applicable reserve for bad debts on the Most Recent Balance Sheet. All accounts receivable of the Seller that have arisen since September 30, 2005 have been recorded in the Ordinary Course of Business of the Seller subject to no setoffs or counterclaims and are collectible, net of a reserve for bad debts in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. The Seller has not received any written notice from an account debtor stating that any account receivable in an amount in excess of $10,000 is subject to any contest, claim or setoff by such account debtor.

     2.14. Litigation . There is no Legal Proceeding that is pending or has been threatened in writing against the Seller that (a) seeks either damages in excess of $10,000 or equitable relief other than the Employee Claim or (b) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. To the Seller’s knowledge, there are no judgments, orders or decrees outstanding against the Seller.

     2.15. Warranties . No product or service manufactured, sold, leased, licensed or delivered by the Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (a) the applicable standard terms and conditions of sale or lease of the Seller, which are set forth in Section 2.15 of the Disclosure Schedule, and (b) manufacturers’ warranties for which the Seller has any liability. Section 2.15 of the Disclosure Schedule sets forth the aggregate expenses incurred by the Seller in fulfilling its obligations under its guaranty, warranty, right of return and indemnity provisions during each of the fiscal years and the interim period covered by the Financial Statements.

     2.16. Employees . Section 2.16 of the Disclosure Schedule contains a list of all employees of the Seller, along with the position and the annualized base salary of each such employee. Each current or past employee of the Seller has entered into a confidentiality and assignment of inventions agreement with the Seller, a copy or form of which has previously been delivered or otherwise made available to the Buyer. Section 2.16 of the Disclosure Schedule contains a list of each of the current or past employees of the Seller who is a party to a non-competition agreement with the Seller that has not expired by its terms; copies of such agreements have previously been delivered or otherwise made available to the Buyer. Section 2.16 of the Disclosure Schedule contains a list of all employees of the Seller who are not citizens of the United States. To the knowledge of the Seller, as of the date hereof, no key employee or group of employees has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer. Section 2.16 of the Disclosure Schedule sets forth a summary of the severance policy and practices of the Seller currently in effect.

     2.17. Employee Benefits .

     (a) Section 2.17(a) of the Disclosure Schedule contains a complete and accurate list of all Seller Plans. Complete and accurate copies of (i) all Seller Plans that have been reduced to writing, (ii) written summaries of all unwritten Seller Plans and (iii) if applicable, all related trust agreements and summary plan descriptions, have, in each case, been delivered or otherwise made available to the Buyer. The Seller is not, and has never been, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code).

     (b) Each Seller Plan has been administered in all material respects in accordance with its terms and the Seller has in all material respects met its obligations with respect to each Seller Plan and has made all required contributions thereto. The Seller and each Seller Plan are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder (including Section 4980B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA).

     (c) To the knowledge of the Seller, there are no Legal Proceedings (except claims for benefits payable in the normal operation of the Seller Plans and proceedings with respect to qualified domestic relations orders) against or involving any Seller Plan or asserting any rights or claims to benefits under any Seller Plan that could give rise to any material liability.

     (d) All the Seller Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Seller Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code. Each Seller Plan that is required to satisfy Section 401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date.

     (e) The Seller has never maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA.

     (f) At no time has the Seller been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).

     (g) There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any employee of the Seller (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

     (h) No Seller Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code.

     (i) Each Seller Plan is amendable and terminable unilaterally by the Seller at any time without liability or expense to the Seller or such Seller Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto).

     (j) Section 2.17(j) of the Disclosure Schedule sets forth the policy of the Seller with respect to accrued vacation, accrued sick time and earned time off and the approximate amount of such liabilities as of the date of this Agreement.

     2.18. Environmental Matters .

     (a) The Seller has complied with all applicable Environmental Laws in all material respects, and has no material liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment. There is no pending or, to the knowledge of the Seller, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Seller. The Seller is a not party to or bound by any court

order, administrative order, consent order or other agreement with any Governmental Entity entered into in connection with any legal obligation or liability arising under any Environmental Law.

     (b) Set forth in Section 2.18(b) of the Disclosure Schedule is a list of all documents (whether in hard copy or electronic form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by the Seller (whether conducted by or on behalf of the Seller or a third party, and whether done at the initiative of the Seller or directed by a Governmental Entity or other third party) that the Seller has possession of or access to. A complete and accurate copy of each such document has been provided or otherwise made available to the Buyer.

     2.19. Legal Compliance . The Seller is currently conducting, and has at all times since July 1, 2003 conducted, its business in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Seller MAE. The Seller has not received any written notice or communication from any Governmental Entity alleging noncompliance with any applicable law, rule or regulation applicable to the Seller.

     2.20. Customers and Suppliers . Section 2.20 of the Disclosure Schedule sets forth a list of (a) each customer that accounted for any portion of the revenues of the Seller since July 1, 2004 and the amount of revenues accounted for by such customer during each of the fiscal years and the interim period covered by the Financial Statements and (b) each supplier that is the sole supplier of any significant product or service to the Seller.

     2.21. Permits . Section 2.21 of the Disclosure Schedule sets forth a list of all material Permits issued to or held by the Seller. Such listed Permits are the only Permits that are required for the Seller to conduct its business as presently conducted. Each such Permit is in full force and effect; the Seller is in compliance with the material terms of each such Permit; and, to the knowledge of the Seller, no suspension or cancellation of such Permit is threatened. Each such Permit is assignable by the Seller to the Buyer without the consent or approval of any Person.

     2.22. Certain Business Relationships With Affiliates . No Affiliate of the Seller (a) owns any property or right, tangible or intangible, that is used in the business of the Seller, (b) has any claim or cause of action against the Seller relating to the conduct of the Seller’s business, or (c) owes any money to, or is owed any money by, the Seller. Section 2.22 of the Disclosure Schedule describes any commercial transactions or relationships between the Seller and any Affiliate thereof that have occurred or have existed since July 1, 2003.

     2.23. Brokers’ Fees . Except with respect to the fees and commissions payable to McNamee Lawrence & Co. LLC in connection with the transactions contemplated by this Agreement, which fees and commissions shall be borne by the Seller, the Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

     2.24. Books and Records . The minute books and other similar records of the Seller contain complete and accurate records of all actions taken at any meetings of the Seller’s stockholders, Board of Directors or any committee thereof and of all written consents executed in lieu of the holding of any such meeting. The books and records of the Seller accurately reflect in all material respects the assets, liabilities, business, financial condition and results of operations of the Seller and have been maintained in all material respects in accordance with good business and bookkeeping practices.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer represents and warrants to the Seller that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as to the Closing as though made as of the Closing.

     3.1. Organization and Corporate Power . The Buyer is a corporation duly organized, validly existing, and in corporate good standing under the laws of the State of Delaware. The Buyer has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

     3.2. Authorization of Transaction . The Buyer has all requisite power and authority to execute and deliver this Agreement and the Escrow Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and the Escrow Agreement and the consummation by the Buyer of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Buyer. Without limiting the generality of the foregoing, the Board of Directors of the Buyer, at a meeting duly called and held, by a unanimous vote approved this Agreement in accordance with the Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against it in accordance with its terms except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or is subject to general principles of equity.

     3.3. Noncontravention . Neither the execution and delivery by the Buyer of this Agreement or the Escrow Agreement, nor the performance by the Buyer of its obligations hereunder or thereunder, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Buyer, (b) require on the part of the Buyer any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except as may be required pursuant to the Securities Exchange Act of 1934, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Person the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Buyer is a party or by which the Buyer is bound or to which any of its assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation that would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not adversely affect the consummation of the transactions contemplated hereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any of its properties or assets.

ARTICLE IV. PRE-CLOSING COVENANTS

     4.1. Closing Efforts . Each of the Parties shall use its Reasonable Best Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its Reasonable Best Efforts to ensure that (a) its representations and warranties remain true and correct in all material respects through the Closing Date and (b) the conditions to the obligations of the other Parties to consummate the transactions contemplated by this Agreement are satisfied.

     4.2. Governmental Notices and Consents . Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise

comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.

     4.3. Operation of Business . Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Seller shall conduct its operations in the Ordinary Course of Business and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition (subject to normal wear and tear), keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, prior to the Closing, the Seller shall not, without the written consent of the Buyer, which will not be unreasonably withheld, delayed or conditioned: