Common use of Due Organization; No Subsidiaries; Etc Clause in Contracts

Due Organization; No Subsidiaries; Etc. (A) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (B) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure Schedule. (D) PART 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (A) Each of the The 501 Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: : (i) to 18 EMPIRE GLOBAL CORP. Agreement & Plan of Merger & Reorganization October 27, 2005 conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company corporate Contracts. (B) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The 501 Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or any other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.". (C) Neither the The 501 Company nor the Subsidiary isis not, nor has been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedulejurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the 501 Company. Each of the The 501 Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure Schedule.EXHIBIT C. (D) PART 2.1 of the Disclosure Schedule EXHIBIT D accurately sets forth (i) the names of the members of the 501 Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the 501 Company's and the Subsidiary's board of directors, and (iii) the names and titles of the 501 Company's and the Subsidiary's officers. (E) Neither the The 501 Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for nor has the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the 501 Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The 501 Company nor the Subsidiary has not agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the The 501 Company nor the Subsidiary has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Assist is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Utah and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and and (iii) to perform its obligations under all Company Assist Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Assist has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareAssist International Inc.", "Interactive Systems, Inc." ", "XxXxxxxx, Xxxxx and "Microid ResearchXxxxx, Inc." (Cc) Neither the Company nor the Subsidiary is, nor has been, Assist is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 3.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary Assist is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 3.1 of the Disclosure Schedule. (Dd) PART 2.1 Part 3.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryAssist's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryAssist's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryAssist's officers. (Ee) Neither the Company Assist nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of Assist or the winding up or cessation of Assist's business or affairs. (f) Assist has no subsidiaries, and Assist has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any EntityEntity other than a shell subsidiary that was dissolved. Neither the Company nor the Subsidiary Assist has not agreed nor and is not obligated to make any future investment in or capital contribution to any other Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation and Delaware. The Company has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Material Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc."“VINDICO NANOBIOTECHNOLOGY INC.,” “VINDICO PHARMACEUTICALS” or “VINDICO.” (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will would not reasonably be expected to have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's ’s board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's ’s board of directors, and (iii) the names and titles of the Company's and the Subsidiary's ’s officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor or is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: authority and all necessary governmental approvals: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software“Xpliant, Inc." and "Microid Research, Inc."” (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and Company Board (the Subsidiary's board of directors“Company Board”), (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directorsCompany Board, and (iii) the names and titles of the Company's and the Subsidiary's ’s officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Ibex is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Ibex Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Ibex has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchIbex Technologies, Inc." (Cc) Neither the Company nor the Subsidiary is, nor Ibex is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyIbex. Each of the Company and the Subsidiary Ibex is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryIbex's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryIbex's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryIbex's officers. (Ee) Neither the Company nor the Subsidiary owns Ibex does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Ibex has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary Ibex has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary Ibex has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Castelle is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Castelle Contracts. (Bb) Except as set forth in PART 2.1 Part 3.1 of the Castelle Disclosure Schedule, neither the Company nor the Subsidiary Castelle has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Castelle." (Cc) Neither the Company nor the Subsidiary is, nor Castelle is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure ScheduleCastelle. (Dd) PART 2.1 of Xxxxxxxx's Form 10-KSB filed with the Disclosure Schedule Securities and Exchange Commission (the "SEC") on April 1, 1996 and its Form 10-KSB/A filed with the SEC on April 29, 1996 accurately sets forth (i) the names of the members of the Company's and the SubsidiaryCastelle's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryCastelle's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryCastelle's officers. (Ee) Neither the Company nor the Subsidiary owns Castelle does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 3.1 of the Castelle Disclosure Schedule, neither the Company nor the Subsidiary Castelle has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary Xxxxxxxx has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary Castelle has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 Part 3.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchSemifab, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 3.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 3.1 of the Disclosure Schedule. (Dd) PART 2.1 Part 3.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 3.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Digitrans is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and and (iii) to perform its obligations under all Company Digitrans Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Digitrans has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore Software, Inc.Digital Transmission Equipment" and or "Microid Research, Inc.Digitrans". (Cc) Neither the Company nor the Subsidiary is, nor Digitrans is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyDigitrans. Each of the Company and the Subsidiary Digitrans is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's Digitrans' board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's Digitrans' board of directors, directors and (iii) the names and titles of the Company's and the Subsidiary's Digitrans' officers. (Ee) Neither the Company Digitrans nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary its sole shareholder has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of Digitrans or the winding up or cessation of Digitrans' business or affairs. (f) Digitrans has no subsidiaries, and Digitrans has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), QSG is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company QSG Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary QSG has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchThe Quicksilver Group, Inc." (Cc) Neither the Company nor the Subsidiary is, nor QSG is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyQSG. Each of the Company and the Subsidiary QSG is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryQSG's board of directors, (ii) the names name of the members of each committee of the Company's and the SubsidiaryQSG's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryQSG's officers. (Ee) Neither the Company nor the Subsidiary owns QSG does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary and QSG has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary QSG has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary QSG has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Alabama and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchRevnet Systems, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation North Carolina and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Stingray Software, Inc." and "Microid Research, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Colorado and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchPeak Software Solutions, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever ownednever owned and does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the State of California. Each direct or indirect subsidiary of the Company (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") has been duly organized and is a validly existing legal entity and in good standing or its local equivalent, as applicable, under the Legal Requirements of the jurisdiction of its incorporation organization (which is set forth in the Company Disclosure Schedule). The Company and each of the Company Subsidiaries has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own own, lease and operate its properties and use its assets in the manner in which its properties and assets are currently owned owned, leased, operated and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 The Company and each of the Disclosure Schedule, neither the Company nor the Subsidiary Subsidiaries is not and has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(b) of the Company Disclosure Schedule, . (c) The Company has no Subsidiaries except where for the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on Company Subsidiaries identified in Part 2.1(c) of the CompanyCompany Disclosure Schedule. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure Schedule. (D) PART 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns Subsidiaries does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule, neither each of the Company nor and the Subsidiary Company Subsidiaries has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Neither the Company nor any of the Subsidiary Company Subsidiaries has agreed nor or is obligated to make any future investment in or capital contribution to any Entity. Neither the The Company, or a Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any Subsidiary, owns all of the Entities in equity interests of each Company Subsidiary, which it owns or has owned any equity interest.interests are described

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: authority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Schedule 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchPRP, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Schedule 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Schedule 2.1 of the Disclosure Schedule. (Dd) PART Schedule 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 . Each member of the Disclosure Schedule, neither Company's board of directors has been duly elected to serve on the Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any EntityCompany's board of directors. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation Each member of any each committee of the Entities Company's board of directors and each of the Company's officers has been duly appointed to serve in which it owns or has owned any equity interesttheir respective capacities.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Pennsylvania and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore Software, Inc.World Gaming Corporation," and "Microid Research, Inc.bingxxxxxxx.xxx" xxd "buglxxxxxx.xxx." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Colorado and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchTrueChat, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will is not reasonably likely to have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.and

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Acquired Corporations is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction respective states of its incorporation and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore Software, Inc.Science & Engineering Associates" and or "Microid Research, Inc.SEA". (Cc) Neither The Acquired Corporations are not and within the Company nor the Subsidiary is, nor has been, last two years have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c)(i) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary Acquired Corporations is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c)(ii) of the Company Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither Other than Sea Technology, Inc., a New Mexico corporation, Sea Information Services, Inc., a Louisiana corporation, SEA Services, Inc., a New Mexico corporation, and Quest Technologies Inc., a Nevada corporation, the Company nor has no Subsidiaries. Except for its Subsidiaries the Subsidiary owns Company does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Scheduleits Subsidiaries, neither the Company nor the Subsidiary has ever owneddoes not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Neither the Company nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the Company or the winding up or cessation of the Company's business or affairs.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Xxxxx is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Nevada and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and and (iii) to perform its obligations under all Company Xxxxx Contracts except the Xxxxx Excluded Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Xxxxx Disclosure Schedule, neither the Company nor the Subsidiary Xxxxx has not at any time since August 1, 1995 conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Xxxxx." (Cc) Neither the Company nor the Subsidiary is, nor has been, required to be qualified, authorized, registered or licensed Xxxxx is qualified to do business as a foreign corporation corporation, and is in any jurisdiction other than good standing, under the laws of all jurisdictions identified in PART 2.1 where the nature of the Disclosure Scheduleits business requires such qualification, except where the failure to be so qualified, authorized, registered or licensed has qualified would not had and will not reasonably be expected to have a Xxxxx Material Adverse Effect on the CompanyEffect. Each of the Company Xxxxx is qualified to do business as a foreign corporation, and the Subsidiary is in good standing as a foreign corporation standing, in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Xxxxx Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Xxxxx Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's Xxxxx'x board of directors, directors and (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's Xxxxx'x officers. Xxxxx'x board of directors does not have any committees. (Ee) Neither Xxxxx nor its stockholders has approved, or commenced any proceeding or made any election contemplating, the Company nor dissolution or liquidation of Xxxxx or the Subsidiary owns winding up or cessation of Xxxxx'x business or affairs. (f) Xxxxx has no subsidiaries. Xxxxx has not at any controlling interest in any Entity andtime since August 1, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever 1994 owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment , other than passive investments in marketable securities or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interestother investment-grade securities.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, organized and validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: authority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore NeoVista Software, Inc." and "Microid Research, Inc.Maspar Computer Corporation." (Cc) Neither the The Company nor the Subsidiary isis not, nor and has been, not been required to be be, qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will could not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither Except as set forth in Part 2.1(e) of the Company nor Disclosure Schedule, the Subsidiary owns Company does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in in, or capital contribution to to, any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Seller is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; ; (ii) to own and use its assets Assets in the manner in which its assets Assets are currently owned and used and in the manner in which its Assets are proposed to be owned and used; and and (iii) to perform its obligations under all Company Seller Contracts. (Bb) Except as set forth in PART 2.1 Seller is not, and none of the Disclosure Schedule, neither the Company nor the Subsidiary Seller has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has ever been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dc) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's Seller’s board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's Seller’s board of directors, and (iii) the names and titles of the Company's and the Subsidiary's Seller’s officers. (Ed) Neither the Company nor the Subsidiary owns any controlling interest in any Entity andSeller has no subsidiaries, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary and Seller has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any EntityEntity other than the Prior Subsidiary. Neither the Company nor the The Prior Subsidiary has agreed nor is obligated to make any future investment was validly dissolved on December 23, 2003, in or capital contribution to any Entityfull compliance with all applicable Legal Requirements. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any Except as set forth in Part 2.1 of the Entities in which it owns or Disclosure Schedule, the Prior Subsidiary conducted no business and had no Liabilities prior to their dissolution. Seller has owned any equity interestdelivered to the Purchaser accurate and complete copies of the certificates of dissolution and all other documents relating to the dissolution of the Prior Subsidiary.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Nevada and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc."“Singlefin.” (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's ’s board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's ’s board of directors, and (iii) the names and titles of the Company's and the Subsidiary's ’s officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), VGI is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company VGI Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary VGI has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, TopoGen Inc." and "Microid ResearchVascular Technologies, Inc." (Cc) Neither the Company nor the Subsidiary is, nor VGI is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyVGI. Each of the Company and the Subsidiary VGI is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryVGI's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryVGI's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryVGI's officers. (Ee) Neither the Company nor the Subsidiary owns VGI does not own and has never owned, beneficially or otherwise any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary and has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary VGI has not guaranteed nor and is responsible or not primarily liable for any obligation of any of the Entities in which it owns or has owned any equity interestEntity other than itself.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Seller is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Nevada, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and each of Seller and the Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) in the case of the Company, to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc.International Process Research Corporation" and "Microid Research, Inc.Colorado Minerals Research Institute." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.each

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), MS is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are currently proposed to be owned and used; and and (iii) to perform its obligations under all Company MS Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary MS has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareJ.B. Systems, Inc.," "Mainxxxxr Corporation" and "Microid Research, Inc.Mainsaver." (Cc) Neither the Company nor the Subsidiary isMS is not, nor and has never been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. Except as set forth in Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary MS is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryMS's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryMS's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryMS's officers. (Ee) Neither MS nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the Company nor dissolution or liquidation of MS or the Subsidiary owns any controlling interest winding up or cessation of MS's business or affairs. (f) MS has no subsidiaries, and except as set forth in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Schedule MS has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary MS has not agreed nor and is not obligated to make any future investment in or capital contribution to any other Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation The Companies are corporations duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Georgia and has have all necessary corporate power and authority: : (i) to conduct its business their businesses in the manner in which its business is their businesses are currently being conducted and in the manner in which their businesses are proposed to be conducted; (ii) to own and use its their assets in the manner in which its their assets are currently owned and used and in the manner in which their assets are proposed to be owned and used; and (iii) to perform its their obligations under all Company ContractsContracts by which they are bound. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has The Companies have not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareAubis Hospitality Systems, Inc." f/k/a "Wiporwil Systems, Inc." f/d/b/a "Dynamic Decisions", with respect to AHS, and "Microid ResearchAubis Systems Integration, Inc." f/k/a "G.E. Random & Associates, Inc." f/d/b/a "Peripheral Design", with respect to ASI. (Cc) Neither the Company nor the Subsidiary is, nor has been, The Companies are not and have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation corporations in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyCompanies. Each of the Company and the Subsidiary is The Companies are in good standing as a foreign corporation corporations in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board Companies' boards of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board Companies' boards of directors, and (iii) the names and titles of the Company's and the Subsidiary's Companies' officers. (Ee) Neither the Company nor the Subsidiary owns any controlling interest Except as set forth in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the Company nor the Subsidiary has ever Companies have no subsidiaries, and have never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any other Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Washington and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.ZoneXxxxxxx.xxx." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Acquired Corporations is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and JAYCOR"Microid Research, Inc.". (Cc) Neither The Acquired Corporations are not and within the Company nor the Subsidiary is, nor has been, last two years have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation corporations in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c)(i) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary Acquired Corporations is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c)(ii) of the Company Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's Acquired Corporations' board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's Acquired Corporations' board of directors, and (iii) the names and titles of the Company's and the Subsidiary's Acquired Corporations' officers. (Ee) Neither Other than California Tube Laboratory, Inc., a California corporation, and Jaycor Tactical Systems, Inc., a Delaware corporation ("JTS") the Company nor has no Subsidiaries. Except for its Subsidiaries, the Subsidiary owns Company does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Scheduleits Subsidiaries, neither the Company nor the Subsidiary has ever owneddoes not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Neither Other than the Stock Distribution Transaction, the Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable liable, as guarantor or otherwise, for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Neither the Company nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the Company or the winding up or cessation of the Company's business or affairs.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), ALC is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and and (iii) to perform its obligations under all Company ALC Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary ALC has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software“ALC Microwave, Inc." and "Microid Research, Inc."” (Cc) Neither the Company nor the Subsidiary is, nor has been, ALC is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 state of the Disclosure Schedule, except where the failure California. ALC is qualified to be so qualified, authorized, registered or licensed has not had do business and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each the state of the jurisdictions identified in PART 2.1 of the Disclosure ScheduleCalifornia. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's ALC’s current board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's ALC’s board of directors, directors and (iii) the names and titles of the Company's and the Subsidiary's ALC’s current officers. (Ee) Neither the Company ALC nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of ALC or the winding up or cessation of ALC’s business or affairs. (f) ALC has no subsidiaries, and ALC has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary , including, without limitation, any joint venture or partnership. (g) No involuntary petition for ALC’s bankruptcy has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of been filed by any of the Entities in which it owns or has owned any equity interestALC’s creditors.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company ContractsContracts except where the failure to have such power and authority would not have a Material Adverse Effect on the Company. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Decisive Technology Corporation" (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will could not reasonably be expected to have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Companies is a corporation duly incorporated, organized, validly existing and in good standing under the corporate laws of the its respective jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are currently proposed to be owned and used; and and (iii) to perform its obligations under all Company SFG Contracts. (Bb) Except as set forth disclosed in PART Part 2.1 of the Disclosure Schedule, neither none of the Company nor the Subsidiary Companies has ever conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, SFG Technologies Inc." (Cc) Neither None of the Company nor the Subsidiary is, nor Companies has been, ever been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the each Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the each Company's and the Subsidiary's board of directors, and (iii) the names and titles of the each Company's and the Subsidiary's officers. (Ee) Neither SFG nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the Company nor dissolution or liquidation of SFG or the Subsidiary owns any controlling interest in any Entity and, except for the equity interests winding up or cessation of SFG's business or affairs. (f) Except as identified in PART Part 2.1 of the Disclosure ScheduleSchedule (which sets forth the name, neither the Company nor the Subsidiary address and principal business of each Subsidiary): (i) SFG has ever no direct or indirect subsidiaries, and SFG has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary ; and (ii) SFG has not agreed nor and is not obligated to make any future investment in or capital contribution to any other Entity. Neither Except as identified in Part 2.1 of the Company nor Disclosure Schedule, SFG owns all of the Subsidiary equity or other interests in and to each Subsidiary. Nissi Technologies (U.S.A.) Inc. ("NISSI") is an inactive corporation that does not carry on business or any other activities. Nissi has guaranteed nor no Liabilities whatsoever, including without limitation, any Liabilities which may in any way expose any of the Companies to Liability. (g) SFG is responsible a "private issuer" within the meaning of the SECURITIES ACT (British Columbia). (h) All eligible security transfer Taxes or liable for similar Taxes payable in connection with the transfer of any obligation securities of the Companies have been duly paid. (i) Except as identified in Part 2.1 of the Disclosure Schedule, there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Entities shares of the Companies. (j) Part 2.1 of the Disclosure Schedule lists each jurisdiction in which it owns operations of the Companies are carried on and briefly describes the nature of such operations and each jurisdiction in which tangible assets owned or has owned any equity interestused by the Companies are located.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Illinois and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc."names listed in Part 2.1 of the Disclosure Schedule. (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, organized and validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Oregon and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore SoftwareINOVEC, Inc." and "Microid Research, Inc.INC." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchVisiCom Laboratories, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns has no direct or indirect subsidiaries and does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever not, since January 1, 1996, owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation and Delaware. The Subsidiary is a private limited liability company duly organized, validly existing under the laws of Israel. Each of the Acquired Companies has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Acquired Company Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software“PortAuthority Technologies, Inc." and "Microid ResearchInc..” Except as set forth in Part 2.1(b) of the Disclosure Schedule, Inc."the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “PortAuthority Technologies Israel Ltd.” (Cc) Neither Each of the Company nor the Subsidiary is, nor Acquired Companies is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyAcquired Companies. Each of the Company and the Subsidiary Acquired Companies is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's ’s board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's ’s board of directors, and (iii) the names and titles of the Company's and ’s officers. Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Subsidiary's ’s board of directors, (ii) the names of the members of each committee of the Subsidiary’s board of directors, and (iii) the names and titles of the Subsidiary’s officers. (Ee) Neither Except for the equity interests identified in Part 2.1(e) of the Disclosure Schedule, no Acquired Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the no Acquired Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has The Acquired Companies have not agreed nor is and are not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has The Acquired Companies have not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns they own or has have owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is presently proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are presently proposed to be owned and used; and and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, name other than the name "Unicore Software, Inc." and "Microid ResearchScotch Twist, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor has been, required to be qualified, authorized, registered or licensed is qualified to do business as a foreign corporation in any jurisdiction all jurisdictions other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where which the failure to be so qualified, authorized, registered or licensed has not had and will qualified would not have a Material Adverse Effect on the CompanyEffect. Each of the The Company is duly qualified and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Section 4.1 of the Disclosure Schedule. (Dd) PART 2.1 Section 4.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board Board of directorsDirectors, (ii) the names and titles of the Company's officers, and (iii) the names of the members of each committee of the Company's and the Subsidiary's board Board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officersDirectors. (Ee) Neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 dissolution or liquidation of the Disclosure ScheduleCompany or the winding up or cessation of the Company's business or affairs. (f) The Company has no subsidiaries, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.LuxN." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore SoftwareInterActive WorkPlace, Inc." and "Microid ResearchSales Productivity International, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and and (iii) to perform its obligations under all the Company Contracts. (Bb) Except as set forth in PART on Schedule 2.1 of the Disclosure Schedulehereof, neither the Company nor the Subsidiary has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc."“Fullscope”. (Cc) Neither the The Company nor the Subsidiary isis not, nor and has never been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Schedule 2.1 of the Disclosure Schedule, except where the such failure to be so qualified, authorized, registered or licensed has not had and will would not have a Material Adverse Effect material adverse effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Schedule 2.1 of the Disclosure Schedule, unless otherwise noted on such Schedule 2.1. (Dd) PART Schedule 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's ’s board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's ’s board of directors, and (iii) the names and titles of the Company's and the Subsidiary's ’s officers. (Ee) Neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 dissolution or liquidation of the Disclosure ScheduleCompany or the winding up or cessation of the Company’s business or affairs. (f) Except as set forth on Schedule 2.1, neither hereof, the Company nor has no subsidiaries, and the Subsidiary Company has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchRelevance Technologies, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth forth: (i) the names of the members of the Company's and the Subsidiary's board of directors, ; (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, ; and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Companies is a corporation duly incorporated, organized, validly existing and in good standing under the corporate laws of the its respective jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are currently proposed to be owned and used; and and (iii) to perform its obligations under all Company SFG Contracts. (Bb) Except as set forth disclosed in PART Part 2.1 of the Disclosure Schedule, neither none of the Company nor the Subsidiary Companies has ever conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, SFG Technologies Inc." (Cc) Neither None of the Company nor the Subsidiary is, nor Companies has been, ever been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the each Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the each Company's and the Subsidiary's board of directors, and (iii) the names and titles of the each Company's and the Subsidiary's officers. (Ee) Neither SFG nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the Company nor dissolution or liquidation of SFG or the Subsidiary owns any controlling interest in any Entity and, except for the equity interests winding up or cessation of SFG's business or affairs. (f) Except as identified in PART Part 2.1 of the Disclosure ScheduleSchedule (which sets forth the name, neither the Company nor the Subsidiary address and principal business of each Subsidiary): (i) SFG has ever no direct or indirect subsidiaries, and SFG has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary ; and (ii) SFG has not agreed nor and is not obligated to make any future investment in or capital contribution to any other Entity. Neither Except as identified in Part 2.1 of the Company nor Disclosure Schedule, SFG owns all of the Subsidiary equity or other interests in and to each Subsidiary. Nissi Technologies (U.S.A.) Inc. ("Nissi") is an inactive corporation that does not carry on business or any other activities. Nissi has guaranteed nor no Liabilities whatsoever, including without limitation, any Liabilities which may in any way expose any of the Companies to Liability. (g) SFG is responsible a "private issuer" within the meaning of the Securities Act (British Columbia). (h) All eligible security transfer Taxes or liable for similar Taxes payable in connection with the transfer of any obligation securities of the Companies have been duly paid. (i) Except as identified in Part 2.1 of the Disclosure Schedule, there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Entities shares of the Companies. (j) Part 2.1 of the Disclosure Schedule lists each jurisdiction in which it owns operations of the Companies are carried on and briefly describes the nature of such operations and each jurisdiction in which tangible assets owned or has owned any equity interestused by the Companies are located.

Due Organization; No Subsidiaries; Etc. (Aa) Each As of the Effective Date, the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Atlantic Aerospace Electronics Corporation." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns has no direct or indirect subsidiaries and does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest. (f) The Company has all requisite legal and corporate power and authority to enter into the Agreement and to carry out and perform all of its obligations under the terms of the Agreement. All corporate action on the part of the Company and all action on the part of its officers and directors necessary for the authorization, execution and delivery of this Agreement by the Company and for the performance of the Company's obligations hereunder and thereunder has been taken, and the Agreement, when duly executed and delivered, shall constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditor's rights and by rules of law governing specific performance, injunctive relief or other equitable remedies.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Target is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Target Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Target has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchTarget, Inc." (Cc) Neither the Company nor the Subsidiary is, nor has been, Target is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyTarget. Each of the Company and the Subsidiary Target is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryTarget's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryTarget's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryTarget's officers. (Ee) Neither the Company nor the Subsidiary owns Target does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Target has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary Target has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary Target has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Alabama and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Shearwater Corporation." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither since December 31, 1999, the Company nor the Subsidiary has ever not owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither Entity (except to the extent that any of the Company nor Contracts could be construed as an indirect interest in any Entity). Except as set forth on Part 2.1 of the Subsidiary Disclosure Schedule, the Company has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither Entity (except to the extent that any of the Company nor Contracts could be construed as an indirect interest in any Entity). Except as set forth on Part 2.1 of the Subsidiary disclosure Schedule the Company has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interestinterest (except to the extent that any of the Company Contracts could be construed as an indirect interest in any Entity).

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Material Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Imedia Corporation." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Schedule 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Schedule 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Schedule 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever owneddoes not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Pennsylvania and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid ResearchWithin Technology, Inc." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns has no Subsidiaries. (f) The Company does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any EntityEntity except for the equity interests identified in Part 2.1(f) of the Disclosure Schedule. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interestinterest except as set forth in Part 2.1(f) of the Disclosure Schedule.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), Companies is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Illinois and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and (iii) to perform its obligations under all Company ContractsContracts by which it is bound. (Bb) Except as set forth in PART 2.1 Neither of the Disclosure Schedule, neither the Company nor the Subsidiary Companies has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareTPA," "Corporate Consulting, Inc.," and "Microid Research, Inc.American Benefit Underwriters." (Cc) Neither Except as otherwise disclosed in Part 2.1(c) of the Company nor Disclosure Schedule, neither of the Subsidiary Companies is, nor and neither of the Companies has been, been required to be be, qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where . The failure of either of the failure Companies to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyCompanies. Each of the Company and the Subsidiary is The Companies are in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except as otherwise noted in Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board Companies' boards of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board Companies' boards of directors, and (iii) the names and titles of the Company's and the Subsidiary's Companies' officers. (Ee) Neither the Company nor the Subsidiary owns any controlling interest in any Entity andThe Companies have no subsidiaries, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever and have never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any other Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Delaware. The Israeli Subsidiary is a corporation duly organized and validly existing under the laws of Israel. The BVI Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands. Each of the Acquired Companies has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Acquired Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software“CLOVERLEAF COMMUNICATIONS INC.” or “CLOVERLEAF”. The Israeli Subsidiary has not conducted any business under or otherwise used, Inc." and "Microid Researchfor any purpose or in any jurisdiction, Inc."any fictitious name, assumed name, trade name or other name, other than the name “CLOVERLEAF COMMUNICATIONS (ISRAEL) LTD.” or “CLOVERLEAF”. The BVI Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “CLOVERLEAF COMMUNICATIONS CORPORATION (BVI).” (Cc) Neither Each of the Company nor the Subsidiary is, nor Acquired Companies is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyAcquired Companies. Each of the Company and the Subsidiary Acquired Companies is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of each of the Company's and the Subsidiary's Acquired Companies’ board of directors, (ii) the names of the members of each committee of each of the Company's and the Subsidiary's Acquired Companies’ board of directors, and (iii) the names and titles of each of the Company's and the Subsidiary's Acquired Companies’ officers. (Ee) Neither Except for the equity interests identified in Part 2.1(e) of the Disclosure Schedule, no Acquired Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the no Acquired Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither The Company owns approximately 71.51% of the Company nor of the outstanding capital stock of the Israeli Subsidiary. The BVI Subsidiary has owns approximately 28.49% of the of the outstanding capital stock of the Israeli Subsidiary. The Acquired Companies have not agreed nor is and are not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.Except as set forth in

Due Organization; No Subsidiaries; Etc. (A) Each of the Company Seller, Castleworks and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation E-Focus are limited liability companies duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Nevada, and each of these limited liability companies has all necessary corporate power and authority: (iI) to conduct its business in the manner in which its business is currently being conducted; ; (iiII) to own and use its assets in the manner in which its assets are currently owned and used; and and (iiiIII) to perform its obligations under all Company its Contracts. (B) Except as set forth for the jurisdictions identified in PART 2.1 Part 2.1(b) of the Disclosure Schedule, neither the Company nor the Subsidiary has conducted any business under or otherwise usedSeller, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." Castleworks and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has been, E-Focus are not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedulelimited liability company. Seller, except where the failure to be so qualified, authorized, registered or licensed has not had Castleworks and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is E-Focus are in good standing as a foreign corporation limited liability company in each of the jurisdictions identified in PART 2.1 Part 2.1(b) of the Disclosure Schedule. (DC) PART 2.1 Part 2.1(c) of the Disclosure Schedule accurately sets forth (i) the names of the members managers of the Company's each of Seller, Castleworks and the Subsidiary's board of directors, E-Focus and (ii) the names of the members officers of each committee of Seller, Castleworks and E-Focus. (D) None of Seller, Castleworks or E-Focus nor any of their respective managers or members, has ever approved, or commenced any proceeding or made any election contemplating, the Company's and dissolution, liquidation sale or other disposition of Seller, Castleworks or E-Focus or the Subsidiary's board winding up or cessation of directorsSeller's, and (iii) the names and titles of the Company's and the Subsidiary's officersCastleworks' or E-Focus' business or affairs. (E) Neither the Company nor the Subsidiary owns any controlling interest Except as set forth in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the Company nor the Subsidiary has ever Castleworks and E-Focus have no subsidiaries, and have never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary Seller currently has agreed nor is obligated to make any future investment no subsidiaries other than Castleworks and E-Focus, except as set forth in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any Part 2.1(e) of the Entities in which it owns or has owned any equity interestDisclosure Schedule.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.OnPREM Networks Corporation." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Ai) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), The Corporation is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: : (iA) to conduct its business in the manner in which its business is currently being conducted; (iiB) to own and use its assets in the manner in which its assets are currently owned and used; and (iiiC) to perform its obligations under all Company Contracts. (Bii) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore SoftwareWired Incorporated". (i) The Partnership is a general partnership duly organized, Inc." validly existing and "Microid Research, Inc." in good standing under the laws of the State of California and has all necessary power and authority: (A) to conduct its business in the manner in which its business is currently being conducted; (B) to own and use its assets in the manner in which its assets are currently owned and used; and (C) to perform its obligations under all Partnership Contracts. (ii) The Partnership has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Wired". (c) Neither the Company nor the Subsidiary is, Companies is nor has been, it been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyCompanies. Each of the Company and the Subsidiary is The Companies are in good standing as a foreign corporation or entities in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (D) PART 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Eb) Neither the Company nor the Subsidiary Partnership owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, and neither the Company nor the Subsidiary Partnership has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company Partnership nor the Subsidiary Company has agreed nor and neither is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, organized and validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Washington and has all necessary corporate power and authority: authority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the The Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore Software, Inc.Marketwave" and "Microid Research, Inc.Markxxxxxx.xxx." (Cc) Neither the The Company nor the Subsidiary isis not, nor and has been, not been required to be be, qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will could not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Company Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither Except as set forth in Part 2.1(e) of the Company nor Disclosure Schedule, the Subsidiary owns Company does not own any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither and the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in in, or capital contribution to to, any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.ICAST Corporation." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation The Companies are corporations duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation Georgia and has have all necessary corporate power and authority: : (i) to conduct its business their businesses in the manner in which its business is their businesses are currently being conducted and in the manner in which their businesses are proposed to be conducted; (ii) to own and use its their assets in the manner in which its their assets are currently owned and used and in the manner in which their assets are proposed to be owned and used; and (iii) to perform its their obligations under all Company ContractsContracts by which they are bound. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has The Companies have not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareAUBIS Hospitality Systems, Inc." f/k/a "Wiporwil Systems, Inc." f/d/b/a "Dynamic Decisions", with respect to AHS, and "Microid ResearchAUBIS Systems Integration, Inc." f/k/a "G.E. Random & Associates, Inc." f/d/b/a "Peripheral Design", with respect to ASI. (Cc) Neither the Company nor the Subsidiary is, nor has been, The Companies are not and have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation corporations in any jurisdiction other than the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyCompanies. Each of the Company and the Subsidiary is The Companies are in good standing as a foreign corporation corporations in each of the jurisdictions identified in PART 2.1 Part 2.1(c) of the Disclosure Schedule. (Dd) PART 2.1 Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board Companies' boards of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board Companies' boards of directors, and (iii) the names and titles of the Company's and the Subsidiary's Companies' officers. (Ee) Neither the Company nor the Subsidiary owns any controlling interest Except as set forth in any Entity and, except for the equity interests identified in PART 2.1 Part 2.1(e) of the Disclosure Schedule, neither the Company nor the Subsidiary has ever Companies have no subsidiaries, and have never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any other Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction Commonwealth of its incorporation Virginia and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore Software, Inc.eduTxxx.xxx," "Edutest" and "Microid Research, Inc.edutest." (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), MS is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted; ; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are currently proposed to be owned and used; and and (iii) to perform its obligations under all Company MS Contracts. (Bb) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary MS has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name names "Unicore SoftwareX.X. SYSTEMS, Inc.INC.," "MAINSAVER CORPORATION" and "Microid Research, Inc.MAINSAVER." (Cc) Neither the Company nor the Subsidiary isMS is not, nor and has never been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. Except as set forth in Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary MS is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the SubsidiaryMS's board of directors, (ii) the names of the members of each committee of the Company's and the SubsidiaryMS's board of directors, and (iii) the names and titles of the Company's and the SubsidiaryMS's officers. (Ee) Neither MS nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the Company nor dissolution or liquidation of MS or the Subsidiary owns any controlling interest winding up or cessation of MS's business or affairs. (f) MS has no subsidiaries, and except as set forth in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary Schedule MS has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any Entity. Neither the Company nor the Subsidiary MS has not agreed nor and is not obligated to make any future investment in or capital contribution to any other Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (Aa) Each of the The Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company ContractsContracts except where the failure to have such power and authority would not have a Material Adverse Effect on the Company. (Bb) Except as set forth in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc.Decisive Technology Corporation" (Cc) Neither the The Company nor the Subsidiary is, nor is not and has been, not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will could not reasonably be expected to have a Material Adverse Effect on the Company. Each of the The Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART Part 2.1 of the Disclosure Schedule. (Dd) PART Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (Ee) Neither the The Company nor the Subsidiary owns does not own any controlling interest in any Entity and, except for the equity interests identified in PART Part 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the The Company nor the Subsidiary has not agreed nor and is not obligated to make any future investment in or capital contribution to any Entity. Neither the The Company nor the Subsidiary has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.and