Preview | Agreement and Plan of Merger |

ARTICLE 1	THE OFFER	2

1.1	The Offer	2

1.2	Parent and Purchaser?s Obligations with Respect to the Offer	3

1.3	The Company?s Obligations with Respect to the Offer	3

ARTICLE 2	THE MERGER	4

2.1	The Merger	4

2.2	Effects of the Merger	5

2.3	Certificate of Incorporation and Bylaws of the Surviving Corporation	5

2.4	Directors	5

2.5	Officers	5

2.6	Effect on Shares of Capital Stock	6

2.7	Options; Stock Option Plans	7

2.8	Warrants	7

2.9	Payment for Shares in the Merger	8

2.10	Withholdings	10

2.11	Additional Actions	10

ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	10

3.1	Organization and Standing	10

3.2	Subsidiaries	11

3.3	Corporate Power and Authority	12

3.4	Capitalization of the Company	12

3.5	Conflicts; Consents and Approvals	13

3.6	Absence of Certain Changes	13

3.7	Company SEC Documents	14

3.8	Taxes.	15

3.9	Compliance with Law	16

3.10	Intellectual Property	17

3.11	Title to and Condition of Properties	19

3.12	Litigation	19

3.13	Brokerage and Finder?s Fees; Expenses	19

3.14	Employee Benefit Plans	19

3.15	Contracts	22

3.16	Labor Matters	23

3.17	Undisclosed Liabilities	23

3.18	Operation of the Company?s Business; Relationships	24

3.19	Permits; Compliance	24

3.20	Environmental Matters	24

3.21	Opinion of Financial Advisor	25

3.22	Board Approval	25

3.23	Vote Required	25

3.24	Insurance	25

3.25	Company IT	26

ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER	26

4.1	Organization and Qualification	26

4.2	Authority Relative to this Agreement	26

4.3	No Violation; Required Filings and Consents	27

4.4	Brokers	27

4.5	Proxy Statement	27

4.6	Offer Documents	27

4.7	Financing	28

4.8	Legal Proceedings	28

ARTICLE 5	COVENANTS	28

5.1	Interim Operations	28

5.2	Merger Without a Shareholder Meeting; Preparation of the Proxy Statement; Shareholder Meeting	31

5.3	Filings and Consents	32

5.4	Access to Information	32

5.5	Notification of Certain Matters	33

5.6	Public Announcements	33

5.7	Indemnification; Directors? and Officers? Insurance	33

5.8	Further Assurances; Reasonable Efforts	35

5.9	Company SEC Documents	35

5.10	No Solicitation	35

5.11	Deregistration	38

5.12	Option to Acquire Additional Shares	38

5.13	Directors	40

5.14	Employee Benefits	41

ARTICLE 6	CONDITIONS TO CONSUMMATION OF THE MERGER	42

6.1	Conditions to the Obligations of Each Party	42

ARTICLE 7	TERMINATION	42

7.1	Termination by Mutual Consent	42

7.2	Termination by Purchaser, Parent or the Company	42

7.3	Termination by the Company	43

7.4	Termination by Purchaser or Parent	43

7.5	Payment of Fees and Expenses	44

7.6	Effect of Termination	45

ARTICLE 8	MISCELLANEOUS	46

8.1	Third-Party Beneficiaries	46

8.2	No Survival	46

8.3	Modification or Amendment	46

8.4	Entire Agreement; Assignment	46

8.5	Validity	46

8.6	Notices	46

8.7	Governing Law	47

8.8	Descriptive Headings	48

8.9	Counterparts	48

8.10	Certain Definitions	48

8.11	Extension; Waiver	48

8.12	Severability	49

8.13	Submission to Jurisdiction; Waiver of Jury Trial	49

THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of June 28, 2007, is entered into by and among infoUSA Inc., a Delaware corporation (?Parent?), Knickerbocker Acquisition Corp., a New York corporation and a wholly-owned subsidiary of Parent (?Purchaser?), and Guideline, Inc., a New York corporation (the ?Company?).

B. In furtherance of such acquisition, Parent proposes to cause Purchaser to make a tender offer to purchase (i) all of the outstanding shares of Common Stock, par value $0.0001 per share, of the Company at a purchase price of $1.35 per share, without interest or accrued dividends, and (ii) all of the outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of the Company at a purchase price of $1.50 per share plus accrued dividends thereon through the date of purchase of such shares in the tender offer, in each case, net to seller and subject to the conditions set forth in this Agreement;

C. In furtherance of such acquisition, the respective boards of directors of Parent, Purchaser and the Company have approved the merger of Purchaser with and into the Company following the consummation of the above-described tender offer, on the terms and subject to the conditions set forth in this Agreement, whereby (i) each issued and outstanding share of the Company?s Common Stock not owned by the Company, Parent, or Purchaser, or with respect to which the holder thereof has not properly asserted appraisal rights under the New York Business Corporation Law (?NYBCL?), shall be converted into the right to receive $1.35 in cash, and (ii) each issued and outstanding share of the Company?s Series A Preferred Stock not owned by Company, Parent, or Purchaser, or with respect to which the holder thereof has not properly asserted appraisal rights under the NYBCL, shall be converted into the right to receive $1.50 in cash plus accrued dividends thereon through the date of cancellation of such shares in the merger; and

(a) Provided that none of the events set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable and in any event within fifteen (15) Business Days of the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?)), an offer to purchase (the ?Offer?) (i) all outstanding shares of Common Stock of the Company, par value $0.0001 per share (the ?Common Shares?) at a price of $1.35 per share, without any interest or accrued dividends, net to the seller in cash (the ?Common Share Offer Consideration?), and (ii) all outstanding shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the ?Preferred Shares? and, along with the Common Shares, the ?Shares?) at a price of $1.50 per share plus accrued dividends thereon through the date of purchase of the Preferred Shares in the Offer, but without interest, net to the seller in cash (the ?Preferred Share Offer Consideration? and, along with the Common Share Offer Consideration, the ?Offer Consideration?). For purposes of this Agreement, ?Business Day? means any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern Time. The obligations of Purchaser to commence the Offer, consummate the Offer, accept for payment and pay for Shares validly tendered in the Offer and not withdrawn shall be subject to those conditions set forth on Annex A hereto.