AGREEMENT AND PLAN OF REORGANIZATION



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

and entered into as of May 24, 2000 among Niku Corporation, a Delaware

corporation ("Parent"), Nation Acquisition Corporation, a Delaware corporation

and a wholly-owned subsidiary of Parent ("Merger Sub"), and ABT Corporation, a

New York corporation (the "Company").



                                    RECITALS



         A. Parent, Merger Sub and the Company intend to effect a merger (the

"Merger") of Merger Sub with and into the Company in accordance with this

Agreement, the Delaware General Corporation Law ("Delaware Law") and the New

York Business Corporation Law ("New York Law"). Upon consummation of the Merger,

Merger Sub will cease to exist, and the Company will become a wholly-owned

subsidiary of Parent.



         B. It is intended that the Merger qualify as a reorganization within

the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended

(the "Code").



         C. The Board of Directors of the Company has (i) determined that the

Merger is consistent with and in furtherance of the long-term strategy of the

Company and fair to, and in the best interests of, the Company and its

shareholders, (ii) approved this Agreement, the Merger and the other

transactions contemplated by this Agreement and (iii) determined to unanimously

recommend that the shareholders of the Company adopt and approve the principal

terms of this Agreement and approve the Merger.



         D. The respective Boards of Directors of Parent and Merger Sub have

approved this Agreement and the Merger.



         E. Concurrently with the execution of this Agreement, and as a

condition and inducement to Parent's willingness to enter into this Agreement,

each of the shareholders of the Company listed on Schedule 1 hereto is entering

into a Support Agreement substantially in the form attached hereto as Exhibit A

(the "Support Agreement").



         NOW, THEREFORE, in consideration of the covenants, promises and

representations set forth herein, and for other good and valuable consideration,

intending to be legally bound hereby the parties agree as follows:



                                    ARTICLE I



                                   THE MERGER



         1.1 The Merger At the Effective Time (as defined in Section 1.2) and

upon the terms and subject to the conditions of this Agreement, Delaware Law and

New York Law, Merger Sub shall be merged with and into the Company, the separate

corporate existence of Merger Sub shall cease and the Company shall continue as

the surviving corporation and as a wholly-owned subsidiary of







                                       1

<PAGE>   2

Parent. The Company as the surviving corporation after the Merger is hereinafter

sometimes referred to as the "Surviving Corporation."



         1.2 Effective Time Unless this Agreement is earlier terminated pursuant

to Section 9.1, the closing of the Merger (the "Closing") will take place as

promptly as practicable, but no later than three business days, following

satisfaction or waiver of the conditions set forth in Article VII, at the

offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California,

unless another place or time is agreed to by Parent and the Company. The date

upon which the Closing actually occurs is herein referred to as the "Closing

Date." On the Closing Date, the parties hereto shall cause the Merger to be

consummated by filing Certificates of Merger , in substantially the forms

attached hereto as Exhibits B-1 and B-2 (collectively the "Agreement of

Merger"), with the Secretaries of State of the States of Delaware and New York,

respectively, in accordance with the relevant provisions of Delaware Law and New

York Law (the time of acceptance by the Secretary of State of New York of the

filing of the Certificate of Merger being referred to herein as the "Effective

Time").



         1.3 Effect of the Merger At the Effective Time, the effect of the

Merger shall be as provided in the applicable provisions of Delaware Law and New

York Law. Without limiting the generality of the foregoing, and subject thereto,

at the Effective Time, all the rights and property of the Company and Merger Sub

shall vest in the Surviving Corporation, and all debts and liabilities of the

Company and Merger Sub shall become the debts, liabilities and duties of the

Surviving Corporation.



         1.4 Certificate of Incorporation; Bylaws



                  (a) Unless otherwise determined by Parent prior to the

Effective Time, at the Effective Time, the Certificate of Incorporation of the

Surviving Corporation shall be the Articles of Incorporation of the Company as

amended and restated substantially in the form attached hereto as Exhibit C

until thereafter amended as provided by law and such Certificate of

Incorporation.



                  (b) Unless otherwise determined by Parent prior to the

Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the

Effective Time, shall be the Bylaws of the Surviving Corporation until

thereafter amended.



         1.5 Directors and Officers The directors of Merger Sub immediately

prior to the Effective Time shall be the initial directors of the Surviving

Corporation, each to hold office in accordance with the Certificate of

Incorporation and Bylaws of the Surviving Corporation. The officers of Merger

Sub immediately prior to the Effective Time shall be the initial officers of the

Surviving Corporation, each to hold office in accordance with the Bylaws of the

Surviving Corporation.



         1.6 Aggregate Merger Consideration; Effect on Capital Stock The

aggregate number of shares of common stock of Parent ("Parent Common Stock") to

be issued (including Parent Common Stock to be reserved for issuance upon

exercise of any of the Company's options and warrants to be assumed by Parent)

and aggregate amount of cash payable, in exchange for the acquisition by Parent

of all outstanding common stock of the Company, par value $.01 per share

("Company Common Stock") and all outstanding unexpired and unexercised options

and warrants to acquire Company Capital Stock (as defined in Section 2.3) shall

be 4,000,000 shares (the







                                       2

<PAGE>   3

"Aggregate Share Number") and $10,000,000 (less (i) the Company's

transaction-related expenses for legal and accounting fees in excess of

$250,000, and (ii) all investment banking fees payable in connection with the

transactions contemplated by this Agreement) (the "Aggregate Cash Amount"),

respectively. Subject to the terms and conditions of this Agreement, as of the

Effective Time, by virtue of the Merger and without any action on the part of

Merger Sub, the Company or the holder of any shares of Company Capital Stock, or

the holder of any options, warrants or other rights to acquire or receive shares

of Company Capital Stock, the following shall occur:



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

Common Stock issued and outstanding immediately prior to the Effective Time

(other than any shares of Company Common Stock to be canceled pursuant to

Section 1.6(e) and any "Dissenting Shares" (as defined and to the extent

provided in Section 1.7(a))) will be canceled and extinguished and be converted

automatically into the right to receive (i) that number of shares of Parent

Common Stock equal to the product of (A) one share of Company Common Stock and

(B) the Common Factor (as defined in Section 1.6(b) below) (the "Common Exchange

Ratio") and (ii) an amount equal to the Cash Amount Per Share (as defined in

Section 1.6(b) below), upon surrender of the certificate representing such share

of Company Common Stock in the manner provided in Section 1.8.



                  (b) Definitions.



                          (i) Common Factor.  The "Common Factor" shall be equal

to the number (rounded to the sixth decimal place) computed using the following

formula:



                  X        =        N

                                    -

                                    D



         Where             X       =       the Common Factor



                           N       =       the Aggregate Share Number



                           D       =       the Diluted Common Shares (as defined

                                           below)



                          (ii) Diluted Common Shares. The "Diluted Common

Shares" shall mean that number equal to the sum of (A) the number of shares of

Company Common Stock issued and outstanding immediately prior to the Effective

Time (regardless of whether such shares are unvested, subject to any right of

repurchase, risk of forfeiture or other condition in favor of the Company at

such time); plus (B) the number of shares of Company Common Stock issuable upon

exercise of the Company U.K. Options (as such term is defined in Section 1.6(f))

outstanding at the Effective Time (regardless of whether such Company U.K.

Options are vested); plus (C) the number of shares of Company Common Stock

issuable in connection with any other options, warrants (including the MJS

Warrant, as defined below), calls, rights, exchangeable or convertible

securities, commitments or agreements of any character, written or oral, to

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

issue, deliver, sell or cause to be issued, delivered or sold any Company

Capital Stock immediately prior to the Effective Time.



                          (iii) Cash Amount Per Share. The "Cash Amount Per

Share" shall be the quotient obtained by dividing (A) the Aggregate Cash Amount

by (B) the Diluted Common Shares.







                                       3

<PAGE>   4

                  (c) Indemnity Escrow. Ten percent (10%) (i.e., 400,000 shares)

of the Aggregate Share Number of shares of Parent Common Stock to be issued in

connection with the Merger (including those shares issuable upon the exercise of

the Company U.K. Options (as defined in Section 1.6(f)) and the MJS Warrant (as

defined in Section 1.6(g)) (none of which shares of Parent Common Stock shall be

unvested, subject to any right of repurchase, risk of forfeiture or other

condition in favor of the Surviving Corporation) shall be held in escrow (the

"Indemnity Escrow Amount") pursuant to Article VIII of this Agreement to

compensate Parent and its affiliates (including the Surviving Corporation) for

any "Losses" (as defined in Section 8.2 hereof) incurred in connection with this

Agreement and the transactions contemplated hereby.



                  (d) Merger Consideration Escrow. That number of shares of

Parent Common Stock equal to: (i) ninety percent (90%) of the amount of shares

of Parent Common Stock deemed as of the Effective Time to be issuable under

Section 1.6(a) of this Agreement to the holders of outstanding options to

purchase Company Common Stock issued under the U.K. Share Option Subplan had

such options been exercised in full without regard to any exercise or vesting

schedule by the holders thereof prior to the Effective Time and to the holder of

the MJS Warrant assumed by Parent had such MJS Warrant been exercised prior to

the Effective Time (none of which shares of Parent Common Stock shall be

unvested, subject to any right of repurchase, risk of forfeiture or other

condition in favor of the Surviving Corporation) shall be held in escrow (the

"Share Consideration Escrow Amount") to allow for Parent to issue shares of

Parent Common Stock to the holders of outstanding options under the U.K. Share

Option Subplan and to the holder of the MJS Warrant upon the exercise thereof

(which ninety percent (90%), together with the remaining ten percent (10%) of

Parent Common Stock held in the Indemnity Escrow Account (as defined in Section

1.8(b) below) escrowed on behalf of holders of Company U.K. Options and the

holder of the MJS Warrant) shall be sufficient whether such exercise occurs

through a cash exercise or a net exercise of the outstanding options and/or MJS

Warrant, as the case may be) following the Effective Time of the Merger, and

(ii) an amount of cash equal to two million two hundred fifty thousand dollars

($2,250,000) (the "Cash Consideration Escrow Amount"), which amount shall be

used by Parent to pay the holder of the MJS Warrant if such holder shall elect

to receive $500,000 in accordance with the terms of such warrant in lieu of

exercise thereof and to pay the legal and accounting fees incurred by the

Company in connection with this Agreement and the Merger in excess of $250,000

and investment banking fees payable by the Company in connection with the

transactions contemplated by this Agreement. The portion of the Share

Consideration Escrow Amount and the Cash Consideration Escrow Amount contributed

on behalf of each holder of outstanding options under the U.K. Share Option

Subplan and to the holder of the MJS Warrant shall be in the respective amounts

opposite each holder's name listed in a schedule to be prepared by the Company

and delivered to Parent at the Closing (the "Merger Consideration Escrow

Schedule"). Upon termination of the Merger Consideration Escrow (which shall

terminate concurrently with the later of the termination of the termination of

the U.K. Share Option Subplan and the exercise or termination of the MJS

Warrant) any remaining Share Consideration Escrow Amount or Cash Consideration

Escrow Amount shall be distributed to the former holders of Company Common

Stock, Company U.K. Options and the MJS Warrant, pro-rata on the basis of the

number of shares of Company Common Stock that each Company Shareholder or holder

of Company U.K. Options or the MJS Warrant held at the Effective Time plus the

number of shares of Company Common Stock that holders of Company U.K. Options

and the MJS Warrant who exercised such options or warrant after the Effective

Time would have received had they exercised prior to the Effective Time;







                                       4

<PAGE>   5

provided, however, that upon the exercise or termination of the MJS Warrant, if

earlier than the termination of the Merger Consideration Escrow, the $500,000 or

the shares issuable upon exercise of the MJS Warrant, as the case may be, shall

be released from the Merger Consideration Escrow and/or the Indemnity Escrow, as

applicable, and distributed pro rata to the former holders of Company Common

Stock and Company U.K. Options.



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

share of Company Capital Stock owned by Merger Sub, Parent, the Company or any

direct or indirect wholly-owned subsidiary of Parent or of the Company

immediately prior to the Effective Time shall be canceled and extinguished

without any conversion thereof.



                  (f) Stock Options. Upon the Effective Time and subject to

Section 1.6 (c) hereof, Parent will assume the options to purchase Company

Common Stock issued under the U.K. Share Option Subplan (the "Company U.K.

Options" and "U.K. Share Option Subplan", respectively) and the holder of each

Company U.K. Option which has not been exercised in full and is outstanding

immediately prior to the Closing, shall be entitled to the following with

respect to each share of Company Common Stock for which such Company U.K. Option

is exercisable: (i) that number of shares of Parent Common Stock equal to the

product of (A) one share of Company Common Stock and (B) the Common Factor (ten

percent (10%) of which shall be subject to the Indemnity Escrow), and (ii) an

amount equal to the Cash Amount Per Share less the per share exercise price

payable with respect to such Company U.K. Option. The Company shall notify

Parent of the amount of the aggregate exercise price payable by each holder of

Company U.K. Options and provide such other information reasonably requested by

Parent with respect thereto on or before the Closing. To the extent that the per

share exercise price payable with respect to a Company U.K. Option exceeds the

Cash Amount Per Share, the holder of such Company U.K. Option shall pay the

difference in full in cash to Parent upon exercise of such Company U.K. Option.



                  (g) Warrant. To the extent the warrant to purchase up to an

aggregate of 100,000 shares of Company Common Stock held by MJS Associe SA (the

"MJS Warrant") remains exercisable immediately prior to the Effective Time, the

MJS Warrant shall, in connection with the Merger, be assumed by Parent and

(i)(A) become exercisable for that number of whole shares of Parent Common Stock

equal to the product of the number of shares of Company Common Stock that were

issuable upon exercise of such MJS Warrant immediately prior to the Effective

Time multiplied by the Common Exchange Ratio, rounded down to the nearest whole

number of shares of Parent Common Stock (ten percent (10%) of which shall be

subject to the Indemnity Escrow) plus an amount equal to the Cash Amount Per

Share, or (B) entitle the holder of the MJS Warrant to elect to receive $500,000

in accordance with the terms of the MJS Warrant, and (ii) the per share exercise

price for the shares of Parent Common Stock issuable upon exercise of such

assumed MJS Warrant shall be equal to the quotient determined by dividing the

exercise price per share of the MJS Warrant at which it was exercisable

immediately prior to the Effective Time by the Common Exchange Ratio, rounded up

to the nearest whole cent.



                  (h) Capital Stock of Merger Sub. Each share of common stock of

Merger Sub issued and outstanding immediately prior to the Effective Time shall

be converted into and exchanged for one validly issued, fully paid and

nonassessable share of common stock of the Surviving Corporation. Each stock

certificate of Merger Sub evidencing ownership of any such







                                       5

<PAGE>   6

shares shall continue to evidence ownership of such shares of capital stock of

the Surviving Corporation.



                  (i) Adjustments to Common Exchange Ratio. The Common Exchange

Ratio shall be adjusted to reflect fully the effect of any stock split, reverse

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

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

recapitalization or other like change with respect to Parent Common Stock or

Company Capital Stock occurring after the date hereof and prior to the Effective

Time.



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

Stock will be issued at the Effective Time or upon distribution of amounts held

in the Indemnity Escrow or the Merger Consideration Escrow, but in lieu thereof,

each holder of shares of Company Capital Stock who would otherwise be entitled

to a fraction of a share of Parent Common Stock (after aggregating all

fractional shares of Parent Common Stock to be received by such holder at (i)

the Effective Time, (ii) upon the termination of the Merger Consideration

Escrow, and (iii) upon termination of the Indemnity Escrow) shall be entitled to

receive from Parent an amount of cash (rounded to the nearest whole cent) equal

to the product of (x) such fraction, multiplied by (y) the average closing price

of a share of Parent Common Stock as reported on the Nasdaq National Market for

the 30-day period ending three (3) business days prior to the Closing Date.



                  (k) Assumption of Costs Associated with Workforce Actions.

Upon consummation of the Merger, any expenses arising from the mutually approved

Workforce Actions (as defined in Section 6.21) (including any retention packages

to Continuing Employees or any severance packages to employees who are

terminated) will be assumed and paid for by Parent.



         1.7 Dissenters' Rights



                  (a) Notwithstanding any provision of this Agreement to the

contrary (other than Section 1.7(b)), any shares of Company Common Stock held by

a holder who has demanded and perfected dissenters' rights for such shares in

accordance with Section 623 of New York Law and who, as of the Effective Time,

has not effectively withdrawn or lost such appraisal or dissenters' rights

("Dissenting Shares"), shall not be converted into or represent a right to

receive Parent Common Stock and a pro-rata portion of the Aggregate Cash Amount

pursuant to Section 1.6, but the holder thereof shall only be entitled to such

rights as are granted by New York Law. From and after the Effective Time, a

holder of Dissenting Shares shall not be entitled to exercise any of the voting

rights or other rights of a shareholder of the Surviving Corporation.



                  (b) Notwithstanding Section 1.6(a) hereof, if any holder of

shares of Company Common Stock who demands appraisal of such shares under New

York Law shall effectively withdraw or lose (through failure to perfect or

otherwise) the right to appraisal, then, as of the later of the Effective Time

and the occurrence of such event, such holder's shares shall automatically be

converted into and represent only the right to receive Parent Common Stock and

fractional shares and a pro-rata portion of the Aggregate Cash Amount as

provided in Section 1.6(a), without interest thereon, upon surrender of the

certificate representing such shares.



                  (c) The Company shall give Parent (i) prompt notice of any

written demands for appraisal of any shares of Company Common Stock, withdrawals

of such demands, and any other







                                       6

<PAGE>   7

instruments relating to dissenters' rights served pursuant to New York Law and

received by the Company and (ii) the opportunity to participate in all

negotiations and proceedings with respect to demands for appraisal under New

York Law. The Company shall not, except with the prior written consent of

Parent, voluntarily make any payment with respect to any demands for appraisal

of capital stock of the Company or offer to settle or settle any such demands.



         1.8 Surrender of Certificates



                  (a) Exchange Agent. Prior to the Effective Time, Parent shall

designate Harris Trust and Savings Bank to act as exchange agent (the "Exchange

Agent") in the Merger and in connection with each of the Indemnity Escrow

Account and the Merger Consideration Escrow Account (each as defined below).



                  (b) Parent to Provide Common Stock. Promptly after the

Effective Time, Parent shall make available to the Exchange Agent for exchange

in accordance with this Article I, the aggregate number of shares of Parent

Common Stock issuable and the Aggregate Cash Amount and aggregate cash in lieu

of fractional shares payable pursuant to Section 1.6 in exchange for outstanding

shares of Company Common Stock; provided, however, that, on behalf of the

holders of Company Common Stock, Company U.K. Options and the MJS Warrant, and

pursuant to Article VIII hereof, Parent shall (i) deposit into an escrow account

(the "Indemnity Escrow Account") a number of shares of Parent Common Stock equal

to the Indemnity Escrow Amount, and (ii) deposit into an escrow account (the

"Merger Consideration Escrow Account") a number of shares of Parent Common Stock

equal to the Share Consideration Escrow Amount and an amount of cash equal to

the Cash Consideration Escrow Amount, out of the aggregate number of shares of

Parent Common Stock otherwise issuable and cash payable pursuant to Section 1.6

to such shareholders, holders of Company U.K. Options and holder of the MJS

Warrant. The portion of the Indemnity Escrow Amount contributed on behalf of

each holder of Company Capital Stock, Company U.K. Options and the holder of the

MJS Warrant shall be equal to ten percent (10%) of the number of shares of

Parent Common Stock that, in each case, such holders would otherwise be entitled

to receive under Section 1.6 by virtue of ownership of outstanding shares of

Company Capital Stock on a fully-diluted basis.



                  (c) Exchange Procedures; Indemnity Escrow Account. Promptly

after the Effective Time, the Surviving Corporation shall cause to be mailed to

each holder of record of a certificate or certificates (the "Certificates")

which immediately prior to the Effective Time represented outstanding shares of

Company Capital Stock whose shares were converted into the right to receive

shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of

transmittal (which shall (A) specify that delivery shall be effected, and risk

of loss and title to the Certificates shall pass, only upon delivery of the

Certificates to the Exchange Agent, (B) contain a market standoff agreement in

the form attached as Exhibit D (the "Market Standoff Agreement") providing that

(x) Company shareholders receiving less than fifty thousand (50,000) shares of

Parent Common Stock hereunder shall not sell or otherwise dispose of such shares

prior to August 29, 2000, and (y) Company shareholders receiving fifty thousand

(50,000) or more shares of Parent Common Stock hereunder shall not sell or

otherwise dispose of such number of shares prior to August 29, 2000 and shall

not sell or otherwise dispose of such shares in excess of 50,000 prior to the

earlier of the five (5) month anniversary of the Closing Date and December 15,

2000, and (C) be in such form and







                                       7

<PAGE>   8

have such other provisions as Parent may reasonably specify) and (ii)

instructions for use in effecting the surrender of the Certificates in exchange

for certificates representing shares of Parent Common Stock. Upon surrender of a

Certificate for cancellation to the Exchange Agent or to such other agent or

agents as may be appointed by Parent, together with such letter of transmittal,

duly completed and validly executed in accordance with the instructions thereto,

the holder of such Certificate shall be entitled to receive in exchange therefor

a certificate representing the number of whole shares of Parent Common Stock

(less the number of shares of Parent Common Stock, if any, to be deposited in

the Indemnity Escrow Fund on such holder's behalf pursuant to Article VIII

hereof), plus cash in lieu of fractional shares and such holder's pro-rata

portion of the Aggregate Cash Amount, in each case, in accordance with Section

1.6, to which such holder is entitled pursuant to Section 1.6, and the

Certificate so surrendered shall forthwith be canceled. As soon as practicable

after the Effective Time, and subject to and in accordance with the provisions

of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent

(as defined in Article VIII) a certificate or certificates representing that

number of shares of Parent Common Stock equal to the Indemnity Escrow Amount

which shall be registered in the name of the Escrow Agent. As set forth in

Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on

whose behalf such shares were deposited in the Indemnity Escrow Fund and such

shares shall be available to compensate Parent as provided in Article VIII.

Until so surrendered, each outstanding Certificate that, prior to the Effective

Time, represented shares of Company Capital Stock will be deemed from and after

the Effective Time, for all corporate purposes, other than the payment of

dividends, to evidence the ownership of the number of full shares of Parent

Common Stock into which such shares of Company Capital Stock shall have been so

converted and the right to receive an amount in cash in lieu of the issuance of

any fractional shares plus an amount of cash equal to such holder's pro-rata

portion of the Aggregate Cash Amount in accordance with Section 1.6.



                  (d) Company U.K. Option and MJS Warrant Exchange Procedures;

Merger Consideration Escrow Account. Promptly after the Effective Time, the

Surviving Corporation shall cause to be mailed to each holder of record of a

Company U.K. Option and to the holder of the MJS Warrant written notice of the

Merger pursuant to the terms and conditions specified in the U.K. Share Option

Subplan and the MJS Warrant, respectively. Upon the exercise of each such

Company U.K. Option and the MJS Warrant in accordance with the terms thereof,

the holder of such Company U.K. Option or MJS Warrant, as the case may be, shall

be entitled to receive a certificate representing the number of whole shares of

Parent Common Stock (less the number of shares of Parent Common Stock to be

deposited in the Indemnity Escrow Fund on such holder's behalf pursuant to

Article VIII hereof), plus cash in lieu of fractional shares and such holder's

pro-rata portion of the Aggregate Cash Amount, in each case, in accordance with

Section 1.6; provided, however, that the holder of the MJS Warrant shall be

entitled to elect to receive $500,000 in accordance with the terms of such

warrant in lieu of exercise thereof. As soon as practicable after the Effective

Time Parent shall cause to be distributed to such holders a certificate or

certificates representing that number of shares of Parent Common Stock equal to

the Share Consideration Escrow Amount and Cash Consideration Escrow Amount.

Until so exercised, each outstanding Company U.K. Option and the MJS Warrant

that, prior to the Effective Time, represented shares of Company Capital Stock

will be deemed from and after the Effective Time, for all corporate purposes,

other than the payment of dividends, to evidence the ownership of the number of

full shares of Parent Common Stock into which such shares of Company Capital

Stock shall have been so converted and the right to receive an amount in cash in

lieu of the issuance of any fractional







                                       8

<PAGE>   9

shares plus an amount of cash equal to such holder's pro-rata portion of the

Aggregate Cash Amount in accordance with Section 1.6.



                  (e) Distributions With Respect to Unexchanged Shares. No

dividends or other distributions declared or made after the Effective Time with

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

be paid to the holder of any unsurrendered Certificate with respect to the

shares of Parent Common Stock represented thereby until the holder of record of

such Certificate shall surrender such Certificate. Subject to applicable law,

following surrender of any such Certificate, there shall be paid to the record

holder of the certificates representing whole shares of Parent Common Stock

issued in exchange therefor, without interest, at the time of such surrender,

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

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

Common Stock.



                  (f) Transfers of Ownership. If any certificate for shares of

Parent Common Stock is to be issued in a name other than that in which the

certificate surrendered in exchange therefor is registered, it will be a

condition of the issuance thereof that the certificate so surrendered will be

properly endorsed and otherwise in proper form for transfer and that the person

requesting such exchange will have paid to Parent or any agent designated by it

any transfer or other taxes required by reason of the issuance of a certificate

for shares of Parent Common Stock in any name other than that of the registered

holder of the certificate surrendered, or established to the satisfaction of

Parent or any agent designated by it that such tax has been paid or is not

payable.



                  (g) No Liability. Notwithstanding anything to the contrary in

this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any

party hereto shall be liable to a holder of shares of Parent Common Stock or

Company Common Stock, Company U.K. Option or the MJS Warrant for any amount

properly paid to a public official pursuant to any applicable abandoned

property, escheat or similar law.



         1.9 No Further Ownership Rights in Company Capital Stock All shares of

Parent Common Stock issued upon the surrender for exchange of shares of Company

Common Stock, Company U.K. Options and the MJS Warrant in accordance with the

terms hereof (including any cash paid in respect thereof) shall be deemed to

have been issued in full satisfaction of all rights pertaining to such shares of

Company Common Stock, Company U.K. Options and MJS Warrant and there shall be no

further registration of transfers on the records of the Surviving Corporation of

shares of Company Common Stock, Company U.K. Options or the MJS Warrant that

were outstanding immediately prior to the Effective Time. If, after the

Effective Time, Certificates are presented to the Surviving Corporation for any

reason, they shall be canceled and exchanged as provided in this Article I.



         1.10 Lost, Stolen or Destroyed Certificates In the event any

certificates evidencing shares of Company Common Stock shall have been lost,

stolen or destroyed, the Exchange Agent shall issue in exchange for such lost,

stolen or destroyed certificates, upon the making of an affidavit of that fact

by the holder thereof, such shares of Parent Common Stock and cash for

fractional shares, if any, and such holder's pro-rata portion of the Aggregate

Cash Amount as may be required pursuant to Section 1.6; provided, however, that

Parent may, in its reasonable discretion and as a condition precedent to the

issuance thereof, require the owner of such lost, stolen or destroyed

certificates to deliver a bond in such sum as it may reasonably direct as

indemnity against any claim that may be







                                       9

<PAGE>   10

made against Parent or the Exchange Agent with respect to the certificates

alleged to have been lost, stolen or destroyed.



         1.11 Tax Consequences It is intended by the parties hereto that the

Merger shall constitute a reorganization within the meaning of Section 368(a) of

the Code (and this Agreement is intended to constitute a plan of reorganization

for purposes of Section 368 of the Code).



         1.12 Taking of Necessary Action; Further Action If, at any time after

the Effective Time, any such further action is necessary or desirable to carry

out the purposes of this Agreement and to vest the Surviving Corporation with

full right, title and possession to all assets, property, rights, privileges,

powers and franchises of the Company and Merger Sub, the officers and directors

of the Company and Merger Sub are fully authorized in the name of their

respective corporations or otherwise to take, and will take, all such lawful and

necessary action.



                                   ARTICLE II



                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY



         The Company hereby represents and warrants to Parent and Merger Sub,

subject to the exceptions specifically disclosed in writing in the disclosure

letter dated as of the date hereof and referencing a specific representation

supplied by the Company to Parent as such disclosure letter may subsequently be

amended solely with respect to exceptions relating to or arising from the

Company's wholly owned subsidiary in France, which such amendment shall be

delivered to Parent and Merger Sub not later than fourteen (14) days following

the date of the execution hereof (the "Company Schedules"), as follows:



         2.1 Organization and Qualification The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State of

New York. Each of the Company's Subsidiaries (as defined in Section 2.2 below)

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

good standing under the laws of the jurisdiction in which it is incorporated or

chartered. The Company and each of its Subsidiaries has the corporate (or in the

case of Subsidiaries that are not corporations, necessary) power and authority

to own, lease and operate its properties and to carry on its business as now

being conducted and as proposed to be conducted and to perform its obligations

under any Contracts (as such term is defined in Section 2.16 hereof) by which it

is bound. The Company and each of its Subsidiaries is duly qualified or licensed

to do business and is in good standing as a foreign corporation (or other form

of entity, as applicable) in each jurisdiction in which the failure to be so

qualified or licensed would have or be reasonably likely to have a material

adverse effect on the business, assets (including intangible assets), financial

condition, operations, results of operations or sales prospects of the Company,

taken as a whole with its subsidiaries (hereinafter referred to as a "Company

Material Adverse Effect"); provided, however, that for all purposes of this

Agreement, "Company Material Adverse Effect" shall not include any circumstance

or event (including, without limitation, any loss of personnel, loss of

customers, loss of suppliers or the delay or cancellation of any orders for

products) (a) relating to the economy in general, (b) relating to the industry

in which Company operates in general, (c) arising out of or resulting from the

transactions contemplated by this Agreement or from the execution of the term

sheet relating to the transactions contemplated by this Agreement (including,

without limitation, any Workforce Actions (as defined in Section 6.21)), (d)







                                       10

<PAGE>   11

relating to any tax or accounting consequences arising from the exercise of

options to purchase Company Common Stock prior to the Effective Time, or (e)

which is attributable to the announcement of this Agreement. The Company has

delivered a true and correct copy of its Articles of Incorporation and Bylaws

and equivalent charter documents of each of its Subsidiaries, each as amended to

date, to Parent or its legal counsel. Such Articles of Incorporation and Bylaws

and equivalent charter documents of each of its Subsidiaries are in full force

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

any of the provisions of its Articles of Incorporation or Bylaws or equivalent

charter documents.



         2.2 Subsidiaries Except for the Subsidiaries of the Company listed on

Schedule 2.2 (collectively the "Subsidiaries" and each a "Subsidiary"), each of

which is wholly owned by the Company, the Company does not have any subsidiaries

or affiliated companies and does not otherwise own, directly or indirectly, any

shares of capital stock or any equity, debt (other than trade debt and

receivables) or similar interest in or any interest convertible, exchangeable or

exercisable for any equity, debt or similar interest in, or control, directly or

indirectly, any other corporation, partnership, association, joint venture or

other business entity. The Company has not agreed nor is Company obligated to

make or be bound by any written, oral or other agreement, contract,

sub-contract, lease, binding understanding, instrument, note, option, warranty,

purchase order, license, sub-license, insurance policy, benefit plan, commitment

or undertaking of any nature, as of the date hereof or as may hereafter be in

effect under which it may become obligated to make, any future investment in or

capital contribution to any other entity. For purposes of Sections 2.8 through

2.24 and Sections 2.26 through 2.29, references to the Company shall mean the

Company and its Subsidiaries taken as a whole, and for purposes of Section 2.25,

references to the Company shall mean the Company, Applied Business Technology

Corporation U.K., Ltd. and Applied Business Technology Corporation France, S.A.;

scheduled items are understood to reflect only those exceptions occurring for

the Company, Applied Business Technology Corporation U.K., Ltd. and Applied

Business Technology Corporation France, S.A.



         2.3 Company Capital Structure



                  (a) The authorized capital stock of the Company consists of

10,000, 000 shares of authorized Common Stock (the "Company Common Stock"), of

which 5,226,365 shares are issued and outstanding, and 511,111 shares of

authorized Preferred Stock (the "Preferred Stock") all of which shares are

issued and outstanding (the Company Common Stock and Preferred Stock are

referred to herein as the "Company Capital Stock"). The Company Capital Stock,

including all shares subject to the Company's right of repurchase, is held of

record by the persons, with the addresses of record and in the amounts set forth

on Schedule 2.3(a). Schedule 2.3(a) also indicates for each Company shareholder

whether any shares of Company Capital Stock held by such shareholder are subject

to a repurchase right in favor of the Company, the lapsing schedule for any such

restricted shares, including the extent to which any such repurchase right has

lapsed as of the date of this Agreement and whether (and to what extent) the

lapsing will be accelerated by the transactions contemplated by this Agreement.

All outstanding shares of Company Capital Stock are duly authorized, validly

issued, fully paid and non-assessable and not subject to preemptive rights

created by statute, the Articles of Incorporation or Bylaws of the Company or

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

preferential rights of the Preferred Stock in connection with the sale of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC