Preview | Agreement and Plan of Merger |

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ARTICLE I
DEFINITIONS		1
ARTICLE II
THE MERGER		9

2.1	The Merger	9
2.2	Effective Time; Closing	9
2.3	Effect of the Merger	10
2.4	Certificate of Incorporation; Bylaws.	10
2.5	Effect on Capital Stock	10
2.6	Surrender of Certificates.	12
2.7	No Further Ownership Rights in Company Stock	14
2.8	Lost, Stolen or Destroyed Certificates	14
2.9	Tax Consequences	14
2.10	Taking of Necessary Action; Further Action	14
2.11	Shares Subject to Appraisal Rights.	15
2.12	Israeli Securities Law Limitations	15
2.13	Employee Options.	16
2.14	Holdback	17
2.15	Additional Shares.	18
2.16	Committee and Representative for Purposes of Escrow Agreement.	25
2.17	Unclaimed Additional Shares	25
2.18	Company Warrants.	26
2.19	Rule 145	27

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY		27

3.1	Organization and Qualification.	27
3.2	Subsidiaries.	28
3.3	Capitalization.	28
3.4	Authority Relative to this Agreement	29
3.5	No Conflict; Required Filings and Consents.	30
3.6	Compliance.	31
3.7	Financial Statements.	31
3.8	No Undisclosed Liabilities	32
3.9	Absence of Certain Changes or Events	33
3.10	Litigation	33
3.11	Employee Benefit Plans.	33

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3.12	Labor Matters.	35
3.13	Restrictions on Business Activities	36
3.14	Title to Property.	36
3.15	Taxes.	37
3.16	Environmental Matters.	38
3.17	Brokers; Third Party Expenses	39
3.18	Intellectual Property.	39
3.19	Agreements, Contracts and Commitments.	43
3.20	Insurance	44
3.21	Governmental Actions/Filings	45
3.22	Interested Party Transactions	45
3.23	Certain Business Practices	45
3.24	Stockholder Approval	46
3.25	Representations and Warranties Complete	46
3.26	Survival of Representations and Warranties	46

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT		46

4.1	Organization and Qualification.	46
4.2	Subsidiaries	47
4.3	Capitalization.	47
4.4	Authority Relative to this Agreement	48
4.5	No Conflict; Required Filings and Consents.	48
4.6	Compliance	48
4.7	SEC Filings; Financial Statements.	49
4.8	No Undisclosed Liabilities	49
4.9	Absence of Certain Changes or Events	50
4.10	Litigation	50
4.11	Employee Benefit Plans	50
4.12	Restrictions on Business Activities	50
4.13	Title to Property	50
4.14	Taxes	51
4.15	Brokers	51
4.16	Intellectual Property	52
4.17	Agreements, Contracts and Commitments.	52
4.18	Insurance	52
4.19	Interested Party Transactions	52
4.20	Indebtedness	53
4.21	Over-the-Counter Bulletin Board Quotation	53
4.22	Board Approval	53
4.23	Trust Fund	53
4.24	Governmental Filings	53
4.25	Representations and Warranties Complete	53
4.26	Survival of Representations and Warranties	54

ARTICLE V
CONDUCT PRIOR TO THE EFFECTIVE TIME		54

5.1	Conduct of Business by Company and Parent	54
ARTICLE VI
ADDITIONAL AGREEMENTS		57

6.1	Registration Statement and Prospectus/Proxy Statement; Special Meeting.	57
6.2	Directors and Officers of Parent and the Company After Merger	59
6.3	Other Actions.	59
6.4	Required Information	59
6.5	Confidentiality; Access to Information.	60
6.6	Public Disclosure	61
6.7	Reasonable Efforts	61
6.8	Treatment as a Reorganization	62
6.9	No Securities Transactions	62
6.10	Disclosure of Certain Matters	62
6.11	Listing	62
6.12	Company Actions	62
6.13	Non-Solicitation.	63
6.14	Short-Swing Profit	64
6.15	Israeli Tax Pre-Ruling	64
6.16	Bridge Financing	65
6.17	Indemnification of Officers and Directors.	65
6.18	No Claim Against Trust Fund	66
6.19	Stockholder Guarantees	67
6.20	Stockholder Transfer Restrictions	67
6.21	Stockholder Obligations	67
ARTICLE VII
CONDITIONS TO THE TRANSACTION		67

7.1	Conditions to Obligations of Each Party to Effect the Merger	67
7.2	Additional Conditions to Obligations of Company	68
7.3	Additional Conditions to the Obligations of Parent	70

ARTICLE VIII
INDEMNIFICATION		72

8.1	Indemnification of Parent.	72
8.2	Indemnification of Third Party Claims	73
8.3	Limitations on Indemnification.	75
8.4	Exclusive Remedy	76
8.5	Adjustment to Merger Consideration	76
8.6	Representative Capacities; Application of Holdback Escrowed Shares	76
ARTICLE IX
TERMINATION		76

9.1	Termination	76
9.2	Notice of Termination; Effect of Termination	77
9.3	Fees and Expenses	78
ARTICLE X