Preview | Agreement and Plan of Merger |

TABLE OF CONTENTS

ARTICLE I THE MERGER

1.1	The Merger; Effective Time of the Merger
1.2	Closing
1.3	Effect of the Merger
1.4	Articles of Incorporation and Bylaws
1.5	Directors and Officers

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY AND MERGER SUB; EXCHANGE OF CERTIFICATES

2.1	Effect of the Merger on Capital Stock
2.2	Treatment of Company Stock Options
2.3	Treatment of Restricted Company Common Stock
2.4	Payment for Securities

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1	Representations and Warranties of the Company
3.2	Representations and Warranties of Parent and Merger Sub

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

4.1	Conduct of Business by the Company Pending the Merger
4.2	No Solicitation by the Company.

ARTICLE V ADDITIONAL AGREEMENTS

5.1	Preparation of Proxy Statement
5.2	Access to Information
5.3	Stockholders Meeting
5.4	HSR and Other Approvals
5.5	Employee Matters
5.6	Indemnification; Directors and Officers Insurance
5.7	Agreement to Defend; Reasonable Efforts; Notification
5.8	Public Announcements
5.9	Advice of Changes; SEC Filings
5.10	Conveyance Taxes
5.11	Investigation and Agreement by Parent and Merger Sub; No Other Representations or Warranties
5.12	Solvency Letter
5.13	No Control of Other Partys Business
5.14	Audit
5.15	Rights Plan

EXHIBITS:

Exhibit A	Rights Agreement Amendment
Exhibit B	Form of Stock Voting Agreement
Exhibit C	Performance Guaranty
Exhibit D-1	Form of Non-Competition Agreement
Exhibit D-2	Form of Non-Competition Agreement

DISCLOSURE SCHEDULES:

Company Disclosure Schedule:

Schedule 3.1(a)	Significant Subsidiaries
Schedule 3.1(b)	Options; Subsidiary Ownership
Schedule 3.1(c)	Conflicts
Schedule 3.1(d)	Financial Statements
Schedule 3.1(f)	Certain Changes or Events
Schedule 3.1(g)	Undisclosed Liabilities
Schedule 3.1(h)	Knowledge of the Company
Schedule 3.1(i)	Compliance with Laws
Schedule 3.1(j)	Litigation
Schedule 3.1(k)	Tax Information
Schedule 3.1(l)	Employee Benefits Information
Schedule 3.1(m)	Labor Matters
Schedule 3.1(n)	Intellectual Property
Schedule 3.1(o)	Properties
Schedule 3.1(p)	Environmental Matters
Schedule 3.1(q)	Insurance
Schedule 3.1(u)	Contracts
Schedule 4.1	Conduct of Business
Schedule 5.5(c)	Severance Plans
Schedule 5.5(d)	Employment and Retention Agreements
Schedule 5.5(e)	Severance, Retention and Other Payments

Parent Disclosure Schedule:

iii

INDEX OF DEFINED TERMS

5.16	Financing

ARTICLE VI CONDITIONS PRECEDENT

6.1	Conditions to Each Partys Obligation to Effect the Merger
6.2	Conditions to Obligations of Parent and Merger Sub
6.3	Conditions to Obligations of the Company

ARTICLE VII TERMINATION AND AMENDMENT

7.1	Termination
7.2	Effect of Termination
7.3	Amendment
7.4	Extension; Waiver
7.5	Return of Information

ARTICLE VIII GENERAL PROVISIONS

8.1	Payment of Expenses
8.2	Nonsurvival of Representations, Warranties and Agreements
8.3	Notices
8.4	Rules of Construction
8.5	Counterparts
8.6	Entire Agreement; No Third Party Beneficiaries
8.7	Governing Law
8.8	Severability
8.9	Assignment
8.10	Affiliate Liability
8.11	Schedule Definitions
8.12	Joint Liability
8.13	Enforcement
8.14	Waiver of Jury Trial