Preview | Agreement and Plan of Merger |

TABLE OF CONTENTS

Article 1		DEFINITIONS
1.1	Definitions.

Article 2		THE MERGER
2.1	The Merger.
2.2	Closing.
2.3	Conversion of Company Stock.
2.4	Mechanics of Exchange.
2.5	Escrow Fund.
2.6	Dissenting Stockholders.
2.7	Dividends.
2.8	Withholding Rights.
2.9	Additional Action.
2.10	No Further Rights of Transfers.
2.11	Certificate of Incorporation of the Surviving Corporation.
2.12	By-laws of the Surviving Corporation.
2.13	Directors and Officers of the Surviving Corporation.
2.14	Working Capital Adjustment.

Article 3		REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1	Due Organization, Good Standing and Corporate Power.
3.2	Authorization and Validity of this Agreement.
3.3	Capitalization.
3.4	Consents and Approvals; No Violations.
3.5	Company Financial Statements.
3.6	Absence of Certain Changes or Events.
3.7	Title to Properties; Encumbrances.
3.8	Compliance with Laws.
3.9	Litigation.
3.10	Employee Benefit Plans.
3.11	Employment Relations and Agreements.
3.12	Taxes.
3.13	Intellectual Property.
3.14	Brokers or Finders Fee.
3.15	Certain Contracts and Arrangements.
3.16	Environmental Laws and Regulations.
3.17	Insurance.
3.18	Working Capital; Accounts Receivable.
3.19	Inventories.
3.20	Suppliers and Customers.
3.21	Bank Accounts and Powers of Attorney.
3.22	Disclosure.
3.23	Related Party Transactions.
3.24	Non-Disclosure Agreements.

Article 4		REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB
4.1	Due Organization, Good Standing and Corporate Power.
4.2	Authorization and Validity of Agreements.
4.3	Capitalization; Issuance of Shares.
4.4	Consents and Approvals; No Violations.
4.5	Commission Documents; Securities Law Compliance.
4.6	Brokers or Finders Fee.
4.7	Ownership of Sub and Subs Operations.
4.8	Litigation.
4.9	Absence of Certain Changes or Events.

Article 5		TRANSACTIONS PRIOR TO CLOSING DATE
5.1	Access to Information Concerning Properties and Records.
5.2	Conduct of the Business of the Company Pending the Closing Date.
5.3	Company Stockholders Approval.
5.4	Commercially Reasonable Efforts.
5.5	Notification of Certain Matters.
5.6	Stock Option and Other Plans.
5.7	Company Warrants.
5.8	Public Announcements.
5.9	Registration.
5.10	Financial Statements.
5.11	Employee and Employee Benefits Matters.
5.12	NASDAQ Listing.
5.13	Satisfaction of Company Obligations.
5.14	Acquisition Proposals.
5.15	Post-Closing Merger.
5.16	Severance Payments.

Article 6		CONDITIONS PRECEDENT
6.1	Conditions Precedent to Each Partys Obligation to Effect the Merger.
6.2	Additional Conditions to Obligations of the Company.
6.3	Additional Conditions to the Obligations of Parent and Sub.

Article 7		TERMINATION AND ABANDONMENT
7.1	Termination.
7.2	Effect of Termination.

Article 8		THE REPRESENTATIVE
8.1	Representative of the Company Stockholders; Power of Attorney.
8.2	Actions of the Representative.

Article 9		INDEMNIFICATION
9.1	Survival.
9.2	Indemnification.
9.3	Indemnification Procedure.
9.4	Payment of Claims.
9.5	Third Party Claims.
9.6	Limitations of Liability.
9.7	Indemnification for Taxes.
9.8	Exclusive Remedy.
9.9	Characterization of Indemnity Payments.

Article 10			MISCELLANEOUS
10.1	Fees and Expenses.
10.2	Representations and Warranties.
10.3	Extension; Waiver.
10.4	Notices.
10.5	Entire Agreement.
10.6	Binding Effect; Benefit; Assignment.
10.7	Amendment and Modification.
10.8	Further Actions.
10.9	Headings.
10.10	Counterparts.
10.11	Facsimile Signatures.
10.12	Applicable Law; Waiver of Jury Trial.
10.13	Severability.