ASSET PURCHASE AND SALE AGREEMENT

Exhibit 2.2

ASSET PURCHASE AND SALE AGREEMENT

by and between

AVANEX CORPORATION

as Buyer

and

ESSEX CORPORATION

as Seller

Dated as of July 2, 2007

TABLE OF CONTENTS

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ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of July 2, 2007 by and between Avanex Corporation, a Delaware corporation (“ Buyer ”) and Essex Corporation, a Virginia corporation (“ Seller ”), a wholly owned subsidiary of Northrop Grumman Space and Mission Systems Corporation, an Ohio corporation.

RECITALS

A. Seller is currently engaged in the business of designing, developing, manufacturing and selling optical transceivers for digital telecom and datacom commercial applications, specifically the MSA 300-pin transponders and the XFP transceivers, but excluding the Microwave Transmitter Assembly (“ MTA ”) product, through Seller’s Commercial Communications Products Division located and operated in Seller’s facility at 1235 Evans Road (First Floor), Melbourne, FL, (the “ Business ”).

B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets of the Business, upon the terms and conditions set forth herein (the “ Asset Acquisition ”).

NOW, THEREFORE, in consideration of the covenants, representations, warranties and mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Capitalized Terms . The following capitalized terms shall have the meanings set forth below:

(a) “ Affiliate ” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first Person, but only so long as such control exists. For purposes of this definition, “ control ” shall mean direct or indirect ownership of more than fifty percent (50%) of the shares of a Person that is a corporation entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority).

(b) “Allocation” shall have the meaning set forth in Section 3.6.

(c) “Ancillary Agreements” means the Sublease Agreement and the Bill of Sale and Assignment and Assumption Agreement.

(d) “Asset Acquisition” shall have the meaning set forth in the recitals hereto.

(e) “ Assets ” shall have the meaning set forth in Section 2.1.

(f) “ Assumed Liabilities ” shall have the meaning set forth in Section 2.3.

(g) “ Bill of Sale and Assignment and Assumption Agreement ” shall mean the Bill of Sale and Assignment and Assumption Agreement attached hereto as Exhibit A .

(h) “ Books and Records ” shall have the meaning set forth in Section 2.1(f).

(i) “ Business ” shall have the meaning set forth in the recitals hereto.

(j) “ Buyer Benefits Plan ” shall have the meaning set forth in Section 6.6.

(k) “ Closing ” shall have the meaning set forth in Section 3.1.

(l) “ Closing Date ” shall have the meaning set forth in Section 3.1.

(m) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(n) “ Competitive Business Activity ” shall mean (i) the design, development, manufacture and sale of optical transceivers that are directly competitive with the Transferred Products and (ii) the sale to a Competitor of any designs of any products that are competitive with Transferred Products.

(o) “ Competitor ” shall mean any of the following Persons: Bookham, Inc.; Civcom Inc.; Coreoptics GmbH; EGtran Corporation; Emcore Corporation; Fiberxon, Inc.; Finisar Corporation; Fujitsu Limited; Intel Corporation; JDS Uniphase Corporation; Millitech, Inc.; NeoPhotonics Corporation; Oplink Communications, Inc.; Opnext, Inc.; Optium Corporation; Pirelli & C.S.p.a.; and Sumitomo Electric Industries, Ltd.

(p) “ Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement or other material arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, without limitation, each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is or has been maintained, contributed to, or required to be contributed to, by Seller or any ERISA Affiliate for the benefit of any Transferred Employee, or with respect to which Seller or any ERISA Affiliate has or may have any liability or obligation to any Transferred Employee.

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(q) “ Employment Agreement ” shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, visa, work permit or other agreement, contract or understanding between Seller or any ERISA Affiliate and any Transferred Employee.

(r) “ Employment Liabilities ” shall mean any and all claims, debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever or however arising, including all costs and expenses relating thereto arising under law, rule, regulation, permit, action or proceeding before any Governmental Entity, order or consent decree or any award of any arbitrator of any kind relating to any Employee Plan or otherwise relating to a Transferred Employee or any other current or former employee of Seller or any ERISA Affiliate and his or her employment with Seller or any ERISA Affiliate.

(s) “ Employment Liabilities of Transferred Employees ” shall mean accrued vacation of Transferred Employees.

(t) “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(u) “ ERISA Affiliate ” shall mean each subsidiary of Seller and any other person or entity under common control with Seller or any of its subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

(v) “ Evans Road Facility ” shall mean Seller’s facility where the Business is operated at 1235 Evans Road (First Floor), Melbourne, FL.

(w) “ Excluded Assets ” shall have the meaning set forth in Section 2.2.

(x) “ Governmental Entity ” means any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission.

(y) “ Hazardous Material ” shall mean any material amount of any substance that has been designated by any Governmental Entity or by applicable federal, state or local law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws but excluding office and janitorial supplies properly and safely maintained.

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(z) “Indemnification Notice” shall have the meaning set forth in Section 7.2.

(aa) “Indemnified Party” shall have the meaning set forth in Section 7.2.

(bb) “ Intellectual Property ” shall mean (i) all patents, inventions, invention disclosures, certificates of invention, utility models, copyrights, works of authorship, mask works, domain names, uniform resource locators and website addresses, trade names, trademarks and services marks, trade secrets, all moral and economic rights of authors and inventors, including any of the foregoing existing anywhere in the world and all goodwill associated with any of the foregoing throughout the world, now or hereafter, and (ii) technology and business information, including without limitation plans, ideas, industrials designs, information, research and development, know-how, show-how, methods, processes, procedures, techniques, files, formulae, improvements, patterns, compilations, compositions, manufacturing and production processes and techniques, databases and data collections, technical data, designs, design rules, devices, documentation, manuals, drawings, prototypes, schematics, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, breadboards, netlists, test methodologies, and hardware development tools, all programs, software, firmware, algorithms and routines (including without limitation data and related documentation), all rights, including rights of privacy and publicity, to use the names, likenesses and other personal characteristics of any individual, design rights, all other proprietary rights and any similar, corresponding or equivalent rights to any of the foregoing in (i) or (ii) existing anywhere in the world, and all tangible copies and embodiments of any of the foregoing in (i) or (ii) (in whatever form or medium) existing in any part of the world, and (iii) the right to enforce and get damages for past and future claims of misappropriation, violation or infringement.

(cc) “ Inventories ” shall mean all inventory, unshipped Transferred Products, merchandise, goods, works-in-progress and raw materials maintained, held or stored by or for Seller exclusively or primarily of the Business, and any prepaid deposits for any of the same.

(dd) “ IRS ” shall mean the Internal Revenue Service and its successors.

(ee) “ Knowledge ” shall mean in the case of an individual that he or she will be deemed to have knowledge of a particular fact or other matter if such individual is actually aware of such fact or other matter or would be expected to be aware of such fact or matter after due inquiry. When used with respect to the Seller, Knowledge means the Knowledge of the individuals listed on Schedule 1.1(ee) attached hereto.

(ff) “ Liability ” shall mean any liability or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, incurred or consequential or due or to become due), including any liability for Taxes.

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(gg) “ Lien ” shall mean any mortgage, pledge, lien, security interest, charge, claim, equity, encumbrance, restriction on transfer, capital lease, but shall not include any liens for property taxes that are not yet due and payable.

(hh) “ Material Adverse Effect ” shall mean any event, condition, occurrence, circumstance, change in, or effect on, the Business that, individually or in the aggregate with any other such effects on the Business (i) is, or could be, materially adverse to the business, operations, Assets, relationships with the Transferred Employees, Transferred Products, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Business, or (ii) could materially adversely affect the ability of Buyer to operate or conduct the Business in the manner in which it is currently operated or conducted by Seller.

(ii) “ Multiemployer Plan ” shall mean any “Pension Plan” which is a “multiemployer plan,” as defined in Section 3(37) of ERISA.

(jj) “ MTA” shall have the meaning as set forth in the recitals herein.

(kk) “ Non-Transferable Assets” shall have the meaning set forth in Section 6.3(a).

(ll) “ Pension Plan ” shall mean each Employee Plan which is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA.

(mm) “Party” shall mean Buyer or Seller.

(nn) “Parties” shall mean, collectively, Buyer and Seller.

(oo) “Permits” shall mean approvals, permits, licenses, clearances and consents.

(pp) “Permitted Liens” means any (i) Liens in respect of Taxes the validity of which is being contested in good faith by appropriate proceedings or Liens in respect of Taxes not yet due and payable; (ii) mechanics’, carriers’, workmen’s, repairment’s or other like Liens arising or incurred in the ordinary course of business; and (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties which are contracts entered into in connection with the Business; in each case with respect to clauses (i), (ii), and (iii), as listed on Schedule 1.1(pp) attached hereto.

(qq) “ Person ” shall mean an individual, partnership, firm, corporation, association, joint venture, trust, unincorporated organization or other entity, including any

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Governmental Entity or any department, agency or political subdivision thereof and any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

(rr) “ Purchase Price ” shall mean U.S. $1,800,000 for the Assets and U.S. $200,000 for the Sublease, for the total sum of U.S. $2,000,000.

(ss) “ Receivables ” shall mean any and all accounts receivable from customers arising from the sale of the Transferred Products by Seller and/or its subsidiaries prior to the Closing Date.

(tt) “ Registered IP ” shall mean all United States, international and foreign: (i) patents; (ii) registered trade names, trademarks and service marks; (iii) registered copyrights and mask works; (iv) domain names, uniform resource locators and website addresses; and (v) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any state, government or other public legal authority.

(uu) “ Retained Liabilities ” shall have the meaning set forth in Section 2.4.

(vv) “ Straddle Period Taxes ” shall have the meaning set forth in Section 6.4(c).

(ww) “ Sublease Agreement ” shall mean the Sublease Agreement attached hereto at Exhibit C .

(xx) “ Tax ” or, collectively, “ Taxes ,” shall mean (i) any and all federal, state, local and foreign taxes, 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, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, as well as public imposts, fees, and social security charges (including but not limited to health, unemployment and pension insurance), together with all interest, penalties and additions imposed with respect to such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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.

(yy) “Transfer Taxes” shall have the meaning set forth in Section 3.4.

(zz) “ Transferred Agreements ” shall mean those agreements between Seller) and a third party listed on Section 2.1(b) of the Seller Disclosure Schedules .

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(aaa) “ Transferred Employees shall mean those Employees listed on Exhibit D attached hereto.

(bbb) “ Transferred Intellectual Property ” shall have the meaning set forth in Section 2.1(a) of this Agreement.

(ccc) “Transferred Inventories ” shall mean the Inventories as set forth on Section 2.1(d) of the Seller Disclosure Schedules .

(ddd) “ Transferred Products ” means the MSA 300-pin transponders and the XFP MSA transceivers designed, developed, manufactured and sold by the Business or currently under design or development, and any predecessor or successor products thereto.

(eee) “ Transferred Purchase Orders ” shall mean those open purchase orders of Seller existing on or prior to the Closing Date and set forth on Section 2.1(c) of the Seller Disclosure Schedules .

(fff) “ Transferred Tangible Property ” shall mean the tangible property set forth on Section 2.1(e) of the Seller Disclosure Schedule s.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

2.1 Purchase and Sale of Assets . Subject to the terms and conditions set forth herein, at the Closing, Seller hereby irrevocably sells, conveys, transfers, delivers, and assigns (or causes to be sold, conveyed, transferred, delivered and assigned) to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer hereby purchases from Seller all of Seller’s right, title and interest in and to the assets and properties owned by Seller and used or held exclusively or primarily in the conduct of the Business (the “ Assets ”), including without limitation the following assets (but specifically excluding the Excluded Assets):

(a) All Intellectual Property owned by Seller and used exclusively or primarily for the conduct of the Business as currently conducted, including without limitation the Transferred Products (the “Transferred Intellectual Property”);

(b) the Transferred Agreements;

(c) the Transferred Purchase Orders;

(d) all Transferred Inventories;

(e) all Transferred Tangible Property;

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(f) all materials, papers and records (in paper or electronic format) in Seller’s care, custody, or control employed by Seller and used or held exclusively or primarily in the conduct of the Business, including but not limited to the purchasing, sales and materials authorization records, testing records for all Transferred Products, customer and vendor lists, product documentation, product specifications, marketing requirement documents, end user documentation, packaging materials, brochures, user manuals, graphics, artwork and software release orders (collectively, “ Books and Records ”);

(g) all other assets owned by Seller used exclusively or primarily in the operation of the Business (other than the Excluded Assets, as defined below); and

(h) all other goodwill of the Business.

2.2 Excluded Assets

Excluded Assets are not part of the transactions contemplated hereby and shall remain the assets and properties of the Seller after the Closing and the Seller may take, or cause to be taken, any action with respect to the Excluded Assets, notwithstanding any provisions herein. For purposes of this Agreement, “ Excluded Assets ” means the following:

(a) all assets and properties that relate exclusively or primarily to any business or businesses of Seller or its Affiliates other than the Business;

(b) Seller’s trade names and common law names, including the “Essex,” “EssexEdge,” “Adaptive Optics Associates,” “Adaptive Optics” and “Northrop Grumman” names and any trade names and common law names of any of Seller’s Affiliates, and all related or associated trade names, trade name rights, trademarks, trademark rights, service marks and copyrights and all registrations and applications pending therefore, subject to Section 6.8 herein;

(c) all rights to refunds and credits of Taxes paid by the Seller;

(d) all data and records, in whatever media retained or stored, to the extent relating to Tax liabilities, potential Tax liabilities, or refunds of Taxes relating to the Business;

(e) all consideration received by, and all rights of, Seller pursuant to this Agreement and the Agreement;

(f) all assets that relate to any Employee Plan;

(g) any assets or properties set forth on Section 2.2(g) of the Seller Disclosure Schedules ;

(h) all bank accounts of Seller;

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(i) except for the Transferred Agreements, any rights under current contracts of the Business;

(j) all Intellectual Property, tangible property and Inventory used exclusively or primarily by the MTA product of Seller’s Commercial Communications Products Division;

(k) all cash or cash equivalents relating to the Business as of the Closing;

(l) all Receivables that relate to the Business as of the Closing;

(m) all real property, whether owned or leased, used in the Business; and

(n) except for the Transferred Tangible Property, all equipment, whether owned or leased, used in the manufacturing of the Transferred Products.

2.3 Assumption of Certain Liabilities .

In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions of this Agreement, Buyer shall, on the Closing Date, assume and agree to pay, perform, and discharge when due the following obligations of Seller arising in connection with the operation of the Business, as the same shall exist on the Closing Date, only those Liabilities (the “ Assumed Liabilities ”) that:

(a) are the responsibility of Buyer pursuant to the terms of this Agreement and the Ancillary Agreements;

(b) arise in respect of Buyer’s ownership, conduct or operation of the Assets of the Business on and after the Closing;

(c) are pursuant to the Transferred Purchase Orders and Transferred Agreements;

(d) are the Employment Liabilities of Transferred Employees and

(e) any Loss or other liability arising from or relating to any third party claims against Buyer made in connection with the matter disclosed in Section 4.9(g) of the Seller Disclosure Schedule s.

Buyer shall not assume any Liabilities of Seller except for those that Buyer expressly assumes pursuant to this Section 2.3.

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2.4 Retained Liabilities

Seller shall retain and be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, all Liabilities of Seller, as the case may be, as of the Closing Date other than the Assumed Liabilities (the “ Retained Liabilities ”). Without limiting the generality of the foregoing, the Retained Liabilities shall include, without limitation, any Liability (other than an Assumed Liability) arising prior to the Closing from or related to:

(a) the operations of Seller and/or its Affiliates, or the ownership, design, development, manufacture and sale of the Transferred Products and the Assets by Seller and/or its Affiliates, including without limitation any claims or allegations of misappropriation, violation or infringement of Intellectual Property arising out of or relating to Seller’s conduct of the Business prior to Closing. For the avoidance of doubt, Retained Liabilities shall not include any Loss or other liability arising in connection with the matter disclosed at Section 4.9(g) of the Seller Disclosure Schedules ;

(b) Employment Liabilities of Seller and/or its Affiliates, including but not limited to all severance costs resulting from the termination of employment of all employees of Seller who are not Transferred Employees, but other than Employment Liabilities of Transferred Employees;

(c) the violation or alleged violation of any law, including but not limited to laws relating to civil rights, health, safety, labor, discrimination, and protection of the environment;

(d) claims of creditors of Seller;

(e) claims relating to the release, generation, disposal, sale or distribution by Seller of any Hazardous Material or any product containing Hazardous Material at any site, location or facility, including the Evans Road Facility;

(f) any obligation of Seller and/or its Affiliates to indemnify any Person;

(g) any Taxes of Seller and/or its Affiliates and any Taxes attributable to Seller’s operation of the Business or use or ownership of the Assets or Transferred Products for all taxable periods (or portions thereof) ending on or prior to the Closing Date, including any Transfer Taxes and Straddle Period Taxes that are the responsibility of Seller under this Agreement;

(h) any Liability under any employment, severance, retention or termination agreement entered into between Seller and any Transferred Employee;

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(i) accounts payable by Seller and/or its Affiliates in connection with the Assets arising from the Transferred Agreements or Transferred Intellectual Property on or prior to the Closing Date, except as specifically assumed by Buyer under the Transferred Agreements or Transferred Intellectual Property; and

(j) any action or proceeding involving Seller and/or its Affiliates.

ARTICLE III

CLOSING; PURCHASE PRICE

3.1 Closing . Subject to the terms and conditions of this Agreement, the closing hereunder (the “ Closing ”) shall take place telephonically and via facsimile or other electronic means effective at 11:59 p.m. Eastern Daylight Time on the date hereof (the “ Closing Date ”). At the Closing:

(a) Seller shall deliver to Buyer:

(i) duly executed copies of the Agreement;

(ii) duly executed copies of the Ancillary Agreements;

(iii) the Assets; and

(iv) any required third party consents to the transfer and assignment of the Transferred Agreements and Transferred Purchase Orders to Buyer;

(b) Buyer shall deliver to Seller:

(i) duly executed copies of the Agreement;

(ii) duly executed copies of the Ancillary Agreements; and

(iii) the Purchase Price to the account specified on Exhibit B.

Seller and Buyer shall take such other actions and execute and deliver any other agreements or documents reasonably necessary to complete the transactions contemplated hereby.

3.2 Payment of Purchase Price . Payment of the Purchase Price shall be in U.S. dollars, and shall be made on the Closing Date by wire transfer of immediately available funds to an account specified by Seller on Exhibit B.

3.3 Transferred Employees . Buyer shall have entered into written employment offer letters with the Transferred Employees, to be effective upon the Closing Date and on

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employment terms, including compensation and benefits that are no less favorable in the aggregate than those provided under Seller’s compensation and benefit plans, programs, policies, practices, and arrangements in effect at the Closing to the Transferred Employees. Each Transferred Employee shall have accepted and executed such written employment offer letter and shall become an employee of Buyer immediately following the Closing and shall cease to be an employee of Seller at such time.

3.4 Transfer Taxes . Seller shall be liable for and shall pay when due (and shall indemnify Buyer against), any and all sales, use, excise, VAT, registration, stamp, value-added, transfer or other taxes (“ Transfer Taxes ”), if any, incurred, imposed or levied by reason of, in connection with or attributable to this Agreement and the transactions contemplated thereby. Seller covenants and agrees that it shall cause the full amount of the Transfer Taxes to be paid to the relevant tax authorities as soon as practicable and in no event later than ninety (90) calendar days following the Closing Date. Seller and Buyer shall cooperate with each other to the extent reasonably requested and legally permitted to minimize the amount of any Taxes imposed upon the sale of the Assets to Buyer or the assumption of the Assumed Liabilities by Buyer. Such cooperation shall include but not be limited to (i) the delivery of appropriate resale certificates by Buyer and (ii) the Parties obtaining any applicable exemption certificates. Upon prior notice to Seller, Buyer shall be entitled to pay, or cause to be paid, any Transfer Tax and seek reimbursement from Seller, plus interest, to the extent a failure to pay such Transfer Tax would result in a Lien on the Assets or would otherwise adversely affect the Business.

3.5 Preservation of the Assets . Seller hereby agrees to take all actions that are either commercially reasonable or which are otherwise consistent with past practices to preserve the value and integrity of the Assets prior to the transfer of the Assets to Buyer pursuant to this Agreement.

3.6 Allocation of Purchase Price . Buyer shall, within sixty (60) calendar days after the Closing Date, deliver to Seller an allocation of U.S. $1,800,000 of the Purchase Price, plus the amount of the Assumed Liabilities to the extent properly taken into account under Section 1060 of the Code, among the Assets and the services to be provided pursuant to Section 6.10(a) hereof (the “ Allocation ”). The Allocation shall be conclusive and binding upon Buyer and Seller for all purposes, and unless a Party obtains the prior written consent of the other, the Parties agree that all returns and reports (including IRS Form 8594) and all financial statements shall be prepared in a manner consistent with (and the Parties shall not otherwise file a tax return position inconsistent with) the Allocation unless required by the IRS or any other applicable taxing authority. Each Party shall promptly advise the other of the existence of any Tax audit, controversy or proceeding related to the Allocation.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as specifically disclosed in the disclosure schedule attached hereto (the “ Seller Disclosure Schedule ”), Seller hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, as follows:

4.1 Organization, Good Standing and Qualification . Seller is a corporation duly organized, validly existing, and in good standing under the laws of Virginia. Seller has all necessary corporate power and authority to own the Business and the Assets. Seller is in good standing in all jurisdictions in which the nature of the Business makes such qualification necessary.

4.2 Authority . Seller has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and, subject to satisfaction of the conditions set forth herein, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller, its shareholders or its Affiliates and no further action is required on the part of Seller, to authorize the Agreement and the transactions contemplated hereby. This Agreement has been, and upon their execution the Ancillary Agreements will be, duly executed and delivered by Seller, and this Agreement constitutes, and upon their execution the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms, subject to the effect of applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies.

4.3 No Conflict . The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements does not or will not, and the consummation by the Seller of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under (a) any provision of the organizational documents of Seller, (b) any mortgage, lease, indenture, contract or other agreement or instrument, permit, concession, franchise or license to which Seller is a party or any of the Assets are subject, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Assets.

4.4 Consents and Approvals . Except as set forth in Section 4.4 of the Seller Disclosure Schedules , no material consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity which has not been obtained or made by Seller is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Seller or the consummation by Seller of the transactions contemplated hereby or thereby.

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4.5 Restrictions on Transaction . There is no agreement (not to compete or otherwise), commitment, proceeding, judgment, settlement, injunction, stipulation, order or decree (i) to which Seller is a party binding upon the Assets which has or may have the effect of prohibiting the Asset Acquisition or impairing the use of the Assets by Buyer after the Closing, or (ii) that restricts in any manner (including without limitation by requiring payment for) the use, transfer or licensing of any Assets or that may affect the validity or enforceability of any Assets.

4.6 Title to Assets . Except as set forth in Section 4.6 of the Seller Disclosure Schedules, Seller has good, exclusive and marketable title to all of the Assets, and a valid leasehold interest in the Evans Road Facility, free and clear of any title defects or objections or Liens (including liens for Taxes but excluding Permitted Liens). Seller has the complete and unrestricted power and unqualified rights to sell, assign, transfer, convey and deliver the Assets to Buyer without penalty or other adverse consequences. Following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and the execution of the instruments of transfer contemplated by this Agreement and the Ancillary Agreements, Buyer will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of Seller in the Assets, free and clear of any Liens, and without incurring any penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The tangible assets of Seller included with the Assets are in good condition and repair, subject to normal wear and tear. Buyer shall be able to use the Assets and exercise, and enjoy the benefits of, the Assets in substantially the same manner as Seller.

4.7 Inventories

(a) The Inventories were purchased, acquired or produced in the ordinary course of business and in a manner consistent with Seller’s regular inventory practices and are set forth on Seller’s Books and Records in accordance with the practices and principles of Seller consistent with the method of treating such items in prior periods;

(b) the Inventories do not consist of any items held on consignment;

(c) with respect to the Business, Seller is not under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of its customers other than in the ordinary course of business consistent with past practice;

(d) channel Inventories are of a level consistent with past business practices and no clearance or extraordinary sale of Inventories has been conducted; and

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(e) Inventories are in a condition such that they can be sold in the ordinary course of business consistent with past practice.

4.8 Suppliers . Listed in Section 4.8(i) of the Seller Disclosure Schedules are the names and addresses of the top ten suppliers of raw materials, supplies, merchandise and other goods for the Business (by revenue) for the twelve-month period ended March 31, 2007 and the amount for which each such supplier invoiced Seller during such period. Except as disclosed in S ection 4.8(ii) of the Seller Disclosure Schedules , since March 31, 2007 Seller has not received any notice that any supplier listed on Section  4.8(i) of the Seller Disclosure Schedules will stop selling raw materials, supplies, merchandise and other goods to Seller for the Business.

4.9 Intellectual Property .

(a) Section 4.9(a) of the Seller Disclosure Schedule describes all material items of Transferred Intellectual Property.

(b) The Business does not exclusively or primarily use Registered IP. No government funding, facilities of a university, college, or other educational institution or research center or funding from third parties was used in the development of the Transferred Intellectual Property.

(c) Each item of Transferred Intellectual Property is valid and subsisting. Seller owns and has good, exclusive title to, each item of the Transferred Intellectual Property. Each item of the Transferred Intellectual Property is free and clear of any Lien other than Permitted Liens. Except as may be set forth in the Transferred Purchase Orders entered into in the ordinary course and consistent with past practices, no third party has any license, rights, title or interest in or to any of the Transferred Intellectual Property or any of Seller’s improvements thereto.

(d) Seller does not have any Knowledge that any Person is misappropriating, violating or infringing any Transferred Intellectual Property.

(e) Except with respect to the Transferred Agreements, no third party software is used in, incorporated into, integrated or bundled with, or used in the development or compilation (other than generally available commercial compilers) of, any Transferred Product. None of the software included within the Transferred Products has been incorporated into, or is otherwise a substantial part of, any other software of Seller or its Affiliates.

(f) Other than the Transferred Agreements, Transferred Purchase Orders and the agreements entered into with the Transferred Employees referred to in Section 4.9(h) below, there are no contracts, licenses or agreements to which Seller is a party, or otherwise, with respect to any Transferred Intellectual Property or Transferred Products.

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(g) Except as set forth in Section 4.9(g) of the Seller Disclosure Schedules and to the Knowledge of Seller, neither (x) the Business as currently conducted , including without limitation the making, having made, using, selling, offering for sale, import, licensing, distribution or other exploitation of the Transferred Products, nor (y) the Assets: (i) infringes, violates or misappropriates any Intellectual Property rights (including without limitation any Registered IP) of any Person; (ii) violates the rights of privacy or publicity of any Person; or (iii) constitutes unfair competition or trade practices under the laws of any jurisdiction. Seller has not received written notice from any Person claiming that the Transferred Products or Transferred Intellectual Property are invalid, infringe, violate or misappropriate the rights of any Person or that the Business as currently conducted constitutes unfair competition or trade practices under the laws of any jurisdiction.

(h) Seller has taken all reasonable steps to protect its respective rights in confidential information and trade secrets related to the Assets, Transferred Products or the Business. All of the trade secrets relating to the Assets, Transferred Products or the Business are presently valid and protectable, are not part of the public domain, and have not been used by, divulged to, or appropriated for the benefit of, any Person other than Seller. All present or former employees, consultants and contractors having knowledge of or access to confidential information or trade secrets of the Business, or who have contributed to the design or development of Transferred Products, have entered into a written assignment of proprietary rights and confidentiality agreements substantially in the form(s) attached in Section 4.9(h) of the Seller Disclosure Schedule .

(i) Except as set forth in the Transferred Agreements, neither Seller nor, after Closing, Buyer, is required to make or accrue any payment to any third party in connection with any of the Assets, Transferred Products or the Business as currently conducted and proposed by Seller to be conducted.

(j) The Transferred Intellectual Property constitute all Intellectual Property owned by Seller or that is currently used in, or that would be misappropriated, violated or infringed by, the design, development, manufacture and sale of the Transferred Products.

(k) Seller is not obligated with respect to the Assets to provide any source code to any third party or the release of any source code from any escrow to any third party.

(l) Seller has secured any export licenses that are necessary or appropriate for the export of the Transferred Products under applicable law.

4.10 Business Changes . Since March 31, 2007, except as otherwise contemplated by this Agreement, there have been no changes in the condition (financial or otherwise) of the Business which, in