Common use of Pension and Benefit Plans; ERISA Clause in Contracts

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) of the Company Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan.

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i3.2(l)(i) of the Company Parent Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Parent Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the CompanyParent, any of its Significant Subsidiaries or any other person or entity that, together with the CompanyParent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company Parent ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company Parent or any Company Parent ERISA Affiliate (all the foregoing being herein called "Company Parent Employee Benefit Plans"). The Company Parent has made available to Parent the Company true, complete and correct copies of (1) each Company Parent Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Parent Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Parent Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Parent Employee Benefit Plan. (ii) Each Company Parent Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The CompanyParent, the Company Parent ERISA Affiliates and all Company the Parent Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii3.2(l)(ii) of the Company Parent Disclosure Schedule or except as would not have a Material Adverse 27 37 Effect, all reports, returns and similar documents with respect to Company the Parent Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Parent Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii3.2(l)(ii) of the Company Parent Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Parent Employee Benefit Plans), suits or proceedings against or involving any Company Parent Employee Benefit Plan or asserting any rights or claims to benefits under any Company Parent Employee Benefits Plan that could give rise to any material liability, and there are not any facts to the CompanyParent's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in on Schedule 3.1(l)(iii3.2(l)(iii) of the Company Parent Disclosure Schedule, there has been no Company "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the Parent Pension Plan is Plans subject to Title IV of ERISA and none that would require the giving of the Company notice or any Company ERISA affiliate has maintained event requiring disclosure under Section 4041(c)(3)(C) or been required to contribute to a plan that is subject to Title IV 4063(a) of ERISA during the past six yearsERISA. (iv) Except as disclosed in Schedule 3.1(l)(iv3.2(l)(iv) of the Company Parent Disclosure Schedule, each Company Parent Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Parent Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the CompanyParent, revocation has not been threatened; and such Company Parent Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company Parent has made available to Parent the Company a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Parent Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. Parent has also provided to the Company a list of all Parent Pension Plan amendments as to which a favorable determination letter has not yet been received. (v) Except as disclosed on Schedule 3.1(l)(v3.2(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Parent Disclosure Schedule, no stock or other security issued by the Company Parent or any of its subsidiaries forms or has formed a material part of the assets of any Company Parent Employee Benefit Plan or Company Parent Pension Plan.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(i) Except as set forth in Section 4.12 of the Company Disclosure Schedule contains Schedule, neither the Company nor any ERISA Affiliate of the Company is a list of each "party to, sponsors, participates in, contributes to or has any material liability or contingent liability with respect to the following (collectively, the “Company Employee Benefit Plans”): (i) any “employee welfare benefit plan” or “employee pension benefit plan" ” (as those terms are respectively defined in Section Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)); (ii) any retirement or deferred compensation plan, including any “non-qualified deferred compensation plan” (hereinafter a "Company Pension Plan"as defined in Sections 409A(d)(1) and 2 of the Code), "incentive compensation plan, stock plan, profit-sharing, unemployment compensation plan, vacation pay, severance pay, post-employment, supplemental employment or unemployment benefit plan or arrangement, bonus or benefit arrangement, insurance (including any self-insurance) or hospitalization program or any other fringe or other benefit or compensation plans, programs or arrangements for any current or former employee, trustee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, or any other “employee welfare benefit plan" ” (as defined in Section 3(l3(3) of ERISA); or (iii) any employment, stock optionseverance, stock purchasetermination, deferred compensation plan consultancy or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be similar agreement. (b) Section 4.12 of the Company Disclosure Schedule sets forth a list of each of the Company Employee Benefit Plans that is maintained or contributed to by the Company, any of its Significant Subsidiaries Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit . A true and correct copy of any present or former officers, employees, directors or independent contractors each of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans")Plans has been provided to Parent. The Company has made available to Parent true, complete and correct copies In the case of (1) each any Company Employee Benefit Plan which is not in written form, an accurate description of such Company Employee Benefit Plan has been made available to Parent. A true and amendments thereto, (2) correct copy of the most recent annual report on Form 5500 filed with report, actuarial report, accountant’s opinion of the Internal Revenue Service plan’s financial statements, summary plan description and IRS determination or opinion letter with respect to each Company Employee Benefit Plan (if Plan, to the extent applicable, has been provided to Parent, and there have been no changes in the financial condition of the respective plans from that stated in those annual reports and actuarial reports except for any such report was required by applicable law)changes that would not, (3) individually or in the most recent summary plan description for each aggregate, reasonably be likely to have a Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit PlanMaterial Adverse Effect. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iiic) Except as disclosed set forth in Schedule 3.1(l)(iii) Section 4.12 of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby Contemplated Transactions will (ieither alone or in conjunction with any other event) (x) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment becoming due payment, right or other benefit to any employee employee, officer, trustee, director or group of employees other service provider of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan Subsidiaries or (iiiy) result in the acceleration any payment which would not be deductible under Section 280G of the time of payment or vesting of any such benefitsCode. Except as disclosed on Schedule 3.1(l)(v) Section 4.12 of the Company Disclosure Schedule lists the amounts required to be paid or in the Company SEC Documents, there are no severance agreements payable to or employment agreements between with respect to any employee or other service provider of the Company or any of its Subsidiaries and in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any employee other event) that are, in the Company’s good faith judgment, or could be an “excess parachute payment” within the meaning of Section 280G of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to ParentCode. Except as set forth on Schedule 3.1(l)(v) described in Section 4.12 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement obligation to pay or arrangement with otherwise reimburse any natural person involving compensation in excess for any tax imposed under Section 4999 of $50,000the Code. (d) As to all Company Employee Benefit Plans, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect: (i) All Company Employee Benefit Plans comply and have been administered in form and in operation with all applicable requirements of Law and its terms and no notice has been issued by any Governmental Authority questioning or challenging such compliance. (ii) Each Company Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code (i) complies in form and in operation with all applicable requirements of Sections 401(a) and 501(a) of the Code and has received a favorable determination or opinion letter. (iii) Each “non-qualified deferred compensation plan” (as defined in Sections 409A(d)(1) and (2) of the Code) is in compliance with the requirements of Section 409A of the Code, both as to form and operation. (iv) There have been no “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Employee Benefit Plan. (v) There are terminable upon one month's notice no actions, suits or lessclaims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened involving any Company Employee Benefit Plan or the assets thereof and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits). (vi) Except as disclosed on Schedule 3.1(l)(vi) described in Section 4.12 of the Company Disclosure Schedule, no stock or other security issued by neither the Company nor any ERISA Affiliate maintains or any of its subsidiaries forms contributes or has formed a material part any liability or contingent liability with respect to any employee benefit plan subject to Title IV of ERISA. (vii) Neither the assets of Company nor any ERISA Affiliate has any liability or contingent liability for providing, under any Company Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code. (viii) Neither the Company Pension Plannor any ERISA Affiliate contributes to, or has any liability or contingent liability with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA).

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) Except as set forth in Section 3.15 of the Company Target Disclosure Schedule contains a list of each Letter: (a) All "employee pension benefit planplans," (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries Target or any other person trade or entity thatbusiness (whether or not incorporated) which is under common control, together with the Company, or which is treated as a single employer employer, with Target under Section 414(b), (c), (m) or (o) of the Code (each a "Company TARGET ERISA AffiliateAFFILIATE") for or to which Target or any of the benefit Target Subsidiaries or any Target ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the Closing (the "TARGET PENSION PLANS") intended to qualify under Section 401 of the Code have received a favorable determination letter from the IRS and such determination has not been modified, revoked or limited, and, to the Knowledge of Target as of the Closing Date, nothing has occurred with respect to the operation of Target Pension Plans that could reasonably be expected to cause the loss of such qualification or the imposition of any present material liability, penalty or former officersTax under ERISA or the Code. (b) Neither Target nor any Target ERISA Affiliate currently sponsors, employeescontributes to, directors maintains or independent contractors has liability (whether contingent or otherwise) under (i) a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or (ii) an employee benefit plan that is or was subject to Part 3 of Subtitle B of Title I of ERISA, Section 412 of the Company Code, or Title IV of ERISA. (c) To the Knowledge of Target, there is no violation of ERISA or the Code with respect to (i) the filing of applicable reports, documents, and notices with the Secretary of Labor and the Secretary of the Treasury regarding all "employee benefit plans," as defined in Section 3(3) of ERISA, and all other employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus (including, without limitation, any retention bonus plan), long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Target or any Company ERISA Affiliate of the Target Subsidiaries or with respect to which Target or any of the Target Subsidiaries has any liability or Target Pension Plans (all such plans, including Target Pension Plans, being hereinafter referred to as the foregoing being herein called "Company TARGET EMPLOYEE BENEFIT PLANS") or (ii) the furnishing of such documents to the participants or beneficiaries of Target Employee Benefit Plans"). The Company has . (d) Each Target Employee Benefit Plan, related trust (or other funding or financing arrangement) and all amendments thereto are listed in Section 3.15(d) of the Target Disclosure Letter, true and complete copies of which have been made available to Parent truePurchasers, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) as have the most recent summary plan description for each Company descriptions, administrative service agreements, Form 5500s and, with respect to any Target Employee Benefit Plan intended to be qualified pursuant to Section 401(a) of the Code, a current IRS determination letter. (e) Each Target Employee Benefit Plan is, and its administration is and has been, in material compliance with, and none of Target nor any of the Target Subsidiaries has received any claim, notice or information that any such Target Employee Benefit Plan is not in compliance with, its terms and all applicable Laws, regulations, rulings and all other applicable governmental Laws, regulations and orders, and prohibited transaction exemptions, including, without limitation, the requirements of ERISA, bonding requirements and the furnishing of documents to the participants and beneficiaries (and other individuals entitled to such documents) of each such plan. (f) To the Knowledge of Target, there is no liability for which such breaches of fiduciary duty in connection with Target Employee Benefit Plans, and neither Target nor any of the Target Subsidiaries or any "party in interest" or "disqualified person" with respect to Target Employee Benefit Plans has engaged in a summary plan description is required by non-exempt "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA. (g) There are no actions, disputes, suits, claims, arbitration or legal, administrative or other proceeding or governmental investigation pending (other than routine claims for benefits) or, to the Knowledge of Target, threatened, alleging any breach of the terms of any Target Employee Benefit Plan or of any fiduciary duties thereunder or violation of any applicable law and (4) each trust agreement and insurance or annuity contract relating Law with respect to any Company such Target Employee Benefit Plan. (iih) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby hereby, whether alone, or in connection with any other event, will (i) result in any payment (including, but not limited to, any retention bonuses, parachute payments or noncompetition payments) becoming due to any employee or former employee or group of employees or former employees of the Company Target or any of its the Target Subsidiaries; (ii) increase any benefits otherwise payable under any Company Target Employee Benefit Plan or Company Pension Plan or any Target Employment Agreement; (iii) result in the acceleration of the time of payment or vesting of any such rights or benefits. Except as disclosed on Schedule 3.1(l)(v; or (iv) result in the payment of any "excess parachute payment" within the meaning of Section 280G of the Company Disclosure Schedule Code with respect to a current or in former employee of Target or any of the Company SEC Documents, there Target Subsidiaries. (i) There are no severance agreements or policies, noncompetition agreements or employment agreements between the Company Target or any of its the Target Subsidiaries and any employee of the Company Target or such Target Subsidiary. True , and correct true and complete copies of all such severance agreements and policies and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(vdescribed in Section 3.15(i) of the Company Target Disclosure Schedule, neither the Company Letter have been provided to Purchasers. (j) Neither Target nor any of its the Target Subsidiaries has any consulting agreement or arrangement arrangement, whether oral or written, with any natural person Person involving annual compensation in excess of $50,000, except as are terminable upon one month's notice or less100,000. (vik) Except All contributions, premiums and other payments required by Law or any Target Employee Benefit Plan or applicable collective bargaining agreement have been made under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof, and no amounts are or will be due to the Pension Benefit Guaranty Corporation as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure ScheduleClosing Date (except for premiums in the ordinary course of business, no which will be payable by Target); and any and all contributions, premiums and other payments with respect to compensation or service before and through the Closing Date, or otherwise with respect to periods before and through the Closing Date, due from any of Target or its ERISA Affiliates to, under or on account of each Target Employee Benefit Plan shall have been paid prior to the Closing Date or shall have been fully reserved and provided for or accrued on Target financial statements. (l) No stock or other security issued by the Company Target or any of its subsidiaries the Target Subsidiaries forms or has formed a material part of the assets of any Company Target Employee Benefit Plan. (m) No Target Employee Benefit Plan that is a "welfare benefit plan" as defined in Section 3(1) of ERISA provides for continuing benefits or coverage for any participant or beneficiary or covered dependent of a participant after such participant's termination of employment, except to the extent required by Law. (n) All Target Employee Benefit Plans that provide medical, dental health or long-term disability benefits are fully insured and claims with respect to any participant or covered dependent under such Target Employee Benefit Plan could not reasonably result in any uninsured liability to Target, any Target Subsidiary or Purchasers. Target and Target ERISA Affiliates have complied in all material respects with the requirements of Section 4980B of the Code and Parts 6 and 7 of Subtitle B of Title I of ERISA regarding health care coverage under Target Employee Benefit Plans. (o) No amount has been paid by Target or any of Target ERISA Affiliates, and no amount is expected to be paid by Target or any of Target ERISA Affiliates, which would be subject to the provisions of Section 162(m) of the Code such that all or a part of such payments would not be deductible by the payor. (p) Without limiting any other provision of this SECTION 3.15, no event has occurred and no condition exists, with respect to any Target Employee Benefit Plan, that has subjected or could subject Target or any Target ERISA Affiliate, or any Target Employee Benefit Plan or Company Pension Planany successor thereto, to any Tax, fine, penalty or other liability (other than, in the case of Target, a Target ERISA Affiliate and Target Employee Benefit Plans, a liability arising in the normal course to make contributions or payments, as applicable, when ordinarily due under a Target Employee Benefit Plan with respect to employees of Target and the Target Subsidiaries). No event has occurred and no condition exists, with respect to any Target Employee Benefit Plan that could subject Purchasers or any of its Affiliates, or any plan maintained by Purchasers or any of their Affiliates (other than an Affiliate which becomes such pursuant to the transactions contemplated by this Agreement) thereof, to any Tax, fine, penalty or other liability, that would not have been incurred by Purchasers or any of their Affiliates, or any such plan, but for the transactions contemplated hereby. No plan other than a Target Employee Benefit Plan is or will be directly or indirectly binding on Purchasers by virtue of the transactions contemplated hereby. Purchasers and their Affiliates, including on and after the Closing Date, Target and any Target ERISA Affiliate, to the knowledge of Target, shall have no liability for, under, with respect to or otherwise in connection with any plan, which liability arises under ERISA or the Code, by virtue of Target or any Target Subsidiary being aggregated in a controlled group or affiliated service group with any Target ERISA Affiliate for purposes of ERISA or the Code at any relevant time prior to the Closing Date (other than a liability from providing benefits arising in the ordinary course of business). (q) Each Target Employee Benefit Plan may be unilaterally amended or terminated in its entirety by Target without liability except as to benefits accrued thereunder prior to amendment or termination. (r) All individual employment, termination, severance, change in control, retention, bonus, post-employment and other compensation agreements, arrangements and plans existing prior to the execution of this Agreement or which will exist prior to the Closing, which are between Target or a Target Subsidiary and any current or former director, officer or employee thereof, including the name of such current or former director, officer or employee, the type of agreement and the amount of any estimated severance payment (including estimated gross up) owed thereunder due to the transactions contemplated by this Agreement and any -30- subsequent termination of employment, are listed in Section 3.15(r) the Target Disclosure Letter (collectively, the "TARGET EMPLOYMENT AGREEMENTS").

Pension and Benefit Plans; ERISA. (i) Set forth on Schedule 3.1(l)(i4.1(i) of the Company Disclosure Schedule contains is a list of each "employee pension benefit plan" all Company Employee Benefit Plans and Company Employee Benefit Arrangements which are in writing, including any amendments thereto, and a description of all unwritten Company Employee Benefit Plans and Company Employee Benefit Arrangements. The Company has delivered to Parent true and correct copies of (as defined A) all such plans which are in Section 3(2writing, including any amendments thereto, and (B) of the annual report, if required under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation with respect to each such plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors last three years. None of the Company Employee Benefit Plans or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans")Arrangements is subject to Title IV of ERISA or Section 412 of the Code. The Company has made available to Parent true, complete and correct copies of Except as set forth in Schedule 4.1(i) hereto: (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if Arrangement, together with any such report was required by applicable law)related trust, (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the requirements prescribed by all applicable provisions of statutes, orders or governmental rules or regulations including, without limitation, ERISA and the Code. Except Code and with the terms and conditions of the applicable plan; (2) each pension plan which is or is intended to be a pension plan as disclosed defined in Schedule 3.1(l)(iiSection 401(a) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiCode is qualified under Section 401(a) of the Company Disclosure Schedule or except as would not have Code and a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a favorable determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter qualification has been issuedissued with respect thereto, copies of which have been delivered to Parent; (3) none of the Company or any of its Subsidiaries is or has ever been obligated to contribute to any Company Employee Benefit Plan or Company Employee Benefit Arrangement which constitutes a "multiemployer plan" as well as a copy defined in Section 3(37) of any pending application for a determination letterERISA. (v4) Except as disclosed on Schedule 3.1(l)(v) no amounts payable under the Company Employee Benefit Plans or Company Employee Benefit Arrangements will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, Code; (5) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (iA) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; , (iiB) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan Employee Benefit Arrangement or (iiiC) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v; and (6) none of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement contract, plan, or arrangement with commitment, whether legally binding or not, to create any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any additional Company Employee Benefit Plan or Company Pension PlanEmployee Benefit Arrangement or to modify any existing Company Employee Benefit Plan or Company Employee Benefit Arrangement. (ii) As used herein: (1) the term "Employees" shall mean all current employees, former employees and retired employees of the Company and its Subsidiaries.

Pension and Benefit Plans; ERISA. (i) Schedule Section 3.1(l)(i) of the Company Insurdata Disclosure Schedule contains Memorandum sets forth a complete list of each all (A) "employee pension benefit planplans" (as defined in Section 3(2sections 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and (B) all retirement or deferred compensation plans, incentive compensation plans, stock plans, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangements for any current or former employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an employee benefit plan as defined in section 3(3) of ERISA, and (hereinafter C) any employment agreement or consulting agreement, which Insurdata, or any of its Subsidiaries or any trade or business, whether or not incorporated, that together with Insurdata or any of its Subsidiaries would be deemed a "Company Pension Plansingle employer" within the meaning of Section 4001(b) of ERISA (an "Insurdata ERISA Affiliate"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Companymaintains, is treated a party to, participates in or with respect to which has any liability or contingent liability (such plans and arrangements referred to as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Insurdata Benefit Plans"). The Company . (ii) With respect to each Insurdata Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been provided or made available to Parent true, complete and correct copies of HealthAxis: (1) each Company Employee Benefit Plan and amendments thereto, (2A) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan plan and related trust documents, and all amendments thereto; (if any such report was required by applicable law), (3B) the most recent summary plan description description, and all related summaries of material modifications thereto; (C) the most recent Form 5500 (including schedules and attachments); (D) the most recent IRS determination letter or request therefor; and (E) the most recent actuarial reports (including for each Company Employee purposes of Financial Accounting Standards Board report no. 87, 106 and 112), if any; and there have been no material changes in the financial condition in the respective plans from that stated in the annual reports and actuarial reports supplied. In the case of any Insurdata Benefit Plan for which is not in written form, HealthAxis has been supplied with an accurate description of such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Insurdata Benefit Plan has been administered as in accordance with its terms except as would not have a Material Adverse Effect. The Company, effect on the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceedingdate hereof. (iii) Except as disclosed set forth in Schedule Section 3.1(l)(iii) of the Company Insurdata Disclosure ScheduleMemorandum, no Company Pension Plan is subject Insurdata Benefit Plans and their related trusts intended to Title IV of ERISA qualify under Sections 401(a) and none 501(a) of the Company Code, respectively, have received favorable determination letters from the Internal Revenue Service which cover all applicable law for which the remedial amendment period (within the meaning of Section 401(b) of the Code and applicable regulations) has expired; neither Insurdata nor any of its respective Insurdata ERISA Affiliates is aware of any event or circumstance that could reasonably be expected to result in the failure of such Insurdata Benefit Plan or its related trust to be so qualified; and no event has occurred which will or could give rise to disqualification of any Company ERISA affiliate has maintained such plan under such sections or been required to contribute to a plan that is subject to Title IV tax under section 511 of ERISA during the past six yearsCode. (iv) Except as disclosed set forth in Schedule Section 3.1(l)(iv) of the Company Insurdata Disclosure ScheduleMemorandum, each Company Pension the Insurdata Benefit Plans have been maintained and administered in all respects in accordance with their terms and applicable laws, and no event has occurred which will or could cause any such Insurdata Benefit Plan intended to be qualified fail to comply with such requirements and no notice has been the subject of a determination letter from the Internal Revenue Service to the effect that issued by any governmental authority questioning or challenging such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination lettercompliance. (v) Except as disclosed on Schedule in Section 3.1(l)(v) of the Company Insurdata Disclosure Schedule Memorandum, there are no pending or, to the knowledge of Insurdata, threatened actions, claims or except proceedings against or relating to any Insurdata Benefit Plan other than routine benefit claims by persons entitled to benefits thereunder. There are no investigations or audits of or relating to any Insurdata Benefit Plan. Insurdata has no knowledge of any facts which could form the basis of any such investigation or audit. (vi) Except as would not have a Material Adverse Effectdisclosed in Section 3.1(l)(vi) of the Insurdata Disclosure Memorandum and as otherwise provided in Section 2.3, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (iA) result in any payment becoming due to any employee (current, former or group retired) of employees of the Company or any of its Subsidiaries; Insurdata, (iiB) increase any benefits otherwise payable under any Company Employee Insurdata Benefit Plan or Company Pension Plan Plan, or (iiiC) result in the acceleration of the time of payment or of, vesting of or other rights with respect to any such benefits. . (vii) Insurdata has no knowledge of any oral or written statement made by or on behalf of Insurdata or an Insurdata ERISA Affiliate regarding any Insurdata Benefit Plan that was not in accordance with such Benefit Plan. (viii) Actuarially adequate accruals for all obligations under the Insurdata Benefit Plans are reflected in the financial statements of Insurdata and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date. (ix) Except as disclosed on Schedule 3.1(l)(vdescribed in section 3.1(l)(ix) of the Company Insurdata Disclosure Schedule Memorandum, there have been no acts or omissions by Insurdata which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47 or 68 of the Code for which Insurdata or any Insurdata ERISA Affiliate may be liable. (x) Except as described in section 3.1(l)(x) of the Insurdata Disclosure Memorandum, none of the payments payable under the Insurdata Benefit Plans as a result of the Merger would, in the Company SEC Documentsaggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof)). (xi) No Insurdata Benefit Plan is subject to Title IV of ERISA. (xii) None of Insurdata nor any Insurdata ERISA Affiliate contributes to, has contributed to, or has any liability or contingent liability with respect to a multiemployer plan (as defined in section 3(37) of ERISA). (xiii) There has been no act or omission that would impair the ability of Insurdata and the Insurdata ERISA Affiliates (or any successor thereto) to unilaterally amend or terminate any Insurdata Benefit Plan. (xiv) Except as described in Section 3.1(1)(xiv) of the Insurdata Disclosure Memorandum, there are no severance agreements or employment agreements between the Company or any of self-insured Benefit Plans. With respect to each self-insured Benefit Plan, Insurdata and/or its Subsidiaries and any employee maintains a reserve of no less than twenty-five percent (25%) of the Company aggregate claims paid with respect to the most recently completed plan year. (xv) Except as set forth in Section 3.1(1)(xv) of the Insurdata Disclosure Memorandum, each Insurdata Benefit Plan is fully funded to the extent that a benefit has accrued thereunder or that an account balance is maintained on behalf of an Employee notwithstanding whether, under the terms of such Subsidiary. True and correct copies of all Plan or as permitted by applicable law, such severance agreements and employment agreements have been made available Plan is not required to Parentbe funded. Except as set forth on Schedule 3.1(l)(vin Section 3.1(1)(xv) of the Company Insurdata Disclosure ScheduleMemorandum, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee each Insurdata Benefit Plan is fully funded to the extent that a benefit has accrued thereunder or Company Pension Planthat an account balance is maintained on behalf of an Employee notwithstanding whether, under the terms of such Plan or as permitted by applicable law, such Plan is not required to be funded.

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) To the knowledge of the Company Disclosure Schedule Company, SCHEDULE 4.11 attached hereto contains a true and complete list of each "employee pension benefit plan," (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current, former and retired employees (hereinafter a the "Company Pension PlanERISA Plans")) and each other material plan, "employee welfare benefit plan" (as defined in Section 3(l) of ERISA)contract, stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan program or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries for the benefit of current, former and retired employees and directors (the "Company Benefit Arrangements"). To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement complies in all material respects with its terms and all applicable laws, including ERISA, and no "reportable event," "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination has occurred with respect to any employee Company ERISA Plan under circumstances which present a risk of any material liability to any governmental authority or other person. To the knowledge of the Company, none of the Company ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) of the Code or Section 4063 of ERISA. To the knowledge of the Company, no event has occurred which would cause the Company to incur (i) any liability to the Pension Benefit Guaranty Corporation under Section 4069 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions of each Company ERISA Plan and Company Benefit Arrangement (and, where applicable, the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Subsidiary. True Company ERISA Plan and correct copies of all Company Benefit Arrangement), and such severance agreements and employment agreements other information as has been reasonably requested by Buyer, have been made available to ParentBuyer for review prior to the date hereof. Except as set forth on Schedule 3.1(l)(vTo the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination letters with respect to the qualification of each qualified Company Disclosure ScheduleERISA Plan and each qualified Company Benefit Arrangement and related trust, neither and the IRS has not taken any action to revoke any such letter. To the knowledge of the Company, if and to extent applicable, no Company ERISA Plan and no Company Benefit Arrangement has or has incurred an accumulated funding deficiency within the meaning of ERISA section 302 or Code section 412, nor any of its Subsidiaries has any consulting agreement waiver of the minimum funding standards of ERISA section 302 and Code section 412 been requested of or arrangement granted by the IRS with respect to any natural person involving compensation Company ERISA Plan or Company Benefit Arrangement, nor has any lien in excess favor of $50,000any such plan arisen under Code section 412(n) or ERISA section 302(f). To the knowledge of the Company, except as are terminable upon one month's notice with respect to any insurance policy providing funding for benefits under any Company ERISA Plan or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) Company Benefit Arrangement, there is no liability of the Company Disclosure Schedulein the nature of a retroactive rate adjustment, no stock loss sharing arrangement, or other security issued by actual or contingent liability, there will be no such liability arising wholly or partially out of events occurring prior to the execution of this Agreement, nor would there be any such liability if the Company or any of its subsidiaries forms or has formed a material part cancelled such policy as of the assets execution of any Company Employee Benefit Plan or Company Pension Planthis Agreement.

Pension and Benefit Plans; ERISA. (iI) Schedule 3.1(l)(i) of Except as set forth on SCHEDULE 4.2.11, neither the Company Disclosure Schedule contains a list of each "employee pension benefit plan" nor any trade or business (as defined in Section 3(2whether or not incorporated) of the Employee Retirement Income Security Act of 1974that is or has ever been under common control, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan that is or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is has ever been treated as a single employer employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (each a an "Company ERISA AffiliateAFFILIATE") for the benefit of any present maintains, sponsors or former officerscontributes to, employees, directors or independent contractors of nor has the Company or any Company ERISA Affiliate (all maintained, sponsored or been obligated to contribute to, within the foregoing being herein called "last six years, any Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none Section 412 of the Code. A favorable IRS determination letter or opinion letter has been issued for each Company Benefit Plan which is intended to be tax-qualified. Except with respect to any obligation to provide continued life or health insurance benefits following a termination of employment pursuant to the employment agreements set forth on SCHEDULE 4.2.10, neither the Company nor any ERISA Affiliate maintains retiree life or retiree health insurance plans that are "welfare benefit plans" within the meaning of Section 3(1) of ERISA and that provide for continuing benefits or coverage for any participant or any beneficiary of a participant except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or at the sole expense of the participant or any participant's beneficiary. Each of the Company or and any Company ERISA affiliate Affiliate that maintains a "group health plan" within the meaning of Section 5000(b)(1) of the Code has maintained or been required to contribute to a plan that is subject to complied in all material respects with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title IV I of ERISA during and the past six yearsregulations thereunder. (ivII) Except as disclosed in Schedule 3.1(l)(iv) of With respect to the Company Disclosure ScheduleBenefit Plans, each Company Pension Plan intended to be qualified no event has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, occurred and, to the knowledge of the Company, revocation has not been threatened; and there exists no condition or set of circumstances in connection with which the Company or any ERISA Affiliate could reasonably be expected to be subject to any liability under the terms of such Company Pension Plan has not been amended since Benefit Plans, ERISA, the effective date of its most recent determination letter in Code or any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for other applicable Law which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse EffectEffect on the Company or any ERISA Affiliate. (III) Except as set forth on SCHEDULE 4.2.11, neither the execution Company nor any ERISA Affiliate of the Company has, within the last six years, maintained, contributed to or otherwise had any obligation with respect to any "multiemployer plan" as defined in Section 3(37) of ERISA. (IV) Neither the Company nor any Subsidiary of the Company is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Subsidiary of the Company and delivery no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Subsidiary of the Company except as disclosed in the Company SEC Documents or on SCHEDULE 4.2.11. As of the date of this Agreement nor Agreement, there is no labor dispute, strike or work stoppage against the consummation Company or any of its Subsidiaries pending or, to the knowledge of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees Company, threatened which would materially interfere with the respective business activities of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration . As of the time date of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) this Agreement, to the knowledge of the Company Disclosure Schedule Company, none of the Company, any of its Subsidiaries, or their respective Representatives, has committed any unfair labor practices in connection with the Company SEC Documents, there are no severance agreements or employment agreements between operation of the respective businesses of the Company or any of its Subsidiaries, and there is no charge or complaint against the Company or its Subsidiaries and by the National Labor Relations Board or any employee comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Material Adverse Effect on the Company, impair the ability of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) perform its obligations under this Agreement and/or prevent the consummation of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or lessMerger. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan.

Pension and Benefit Plans; ERISA. (iA) Schedule 3.1(l)(iSection 3.1(i)(A) of the Company Ntera Disclosure Schedule Letter contains a true and complete list of each "“employee pension benefit plan" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (hereinafter a "Company “Ntera Pension Plan"), "“employee welfare benefit plan" ” (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries Ntera or any other person or entity that, that together with the Company, Ntera is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA “Ntera Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company Ntera or any Company ERISA Ntera Affiliate (all the foregoing being herein called "Company referred collectively as “Ntera Employee Benefit Plans"). The Company Ntera has made available to Parent Worldquest true, complete and correct copies of (1) each Company of the Ntera Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each Company of the Ntera Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each Company of the Ntera Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company the Ntera Employee Benefit PlanPlans. (iiB) Each Company Ntera Employee Benefit Plan has been administered in all material respects in accordance with its terms except as would not have a Material Adverse Effectterms. The CompanyNtera, the Company ERISA Ntera Affiliates and all Company Ntera Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(iiSection 3.1(i)(B) of the Company Ntera Disclosure Schedule or except as would not have a Material Adverse EffectLetter, all reports, returns returns, notices and similar documents with respect to Company the Ntera Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Ntera Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 3.1(i)(b) of the Company Ntera Disclosure Schedule or except as would not have a Material Adverse EffectLetter, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Ntera Employee Benefit Plans), suits or proceedings against or involving any Company of the Ntera Employee Benefit Plan Plans or asserting any rights or claims to benefits under any Company of the Ntera Employee Benefits Plan Plans that could give rise to any liability, and there are not any facts to the Company's Ntera’s knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. No prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist and for which Ntera or any Ntera Affiliate could be subject to any liability have occurred with respect to any Ntera Employee Benefit Plans. (iiiC) Except as disclosed in Schedule 3.1(l)(iiiSection 3.1(i)(C) of the Company Ntera Disclosure ScheduleLetter, no Company none of the Ntera Pension Plan is Plans are subject to Title IV of ERISA and none of the Company Ntera or any Company ERISA affiliate Ntera Affilate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (ivD) Except as disclosed in Schedule 3.1(l)(ivSection 3.1(i)(D) of the Company Ntera Disclosure ScheduleLetter, each Company Ntera Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Ntera Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the CompanyNtera, revocation has not been threatened; and such Company Ntera Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company Ntera has made available to Parent WorldQuest a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Ntera Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (vE) Except as disclosed on Schedule 3.1(l)(vSection 3.1(i)(E) of the Company Ntera Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure ScheduleLetter, no stock or other security securities issued by the Company Ntera or any of its subsidiaries Ntera Affiliate forms or has formed a material part of the assets of any Company of the Ntera Employee Benefit Plan or Company the Ntera Pension Plan. (F) Except as disclosed on Section 3.1(i)(F) of the Ntera Disclosure Letter, no payment that is owed or may become due to any director, officer, employee or agent of Ntera or a Ntera Affiliate will be non-deductible to Ntera or a Ntera Affiliate or be subject to the tax under section either Section 280G or 4999 of the Code. (G) With respect to each Ntera Employee Benefit Plan that is not subject to United States law (a “Foreign Benefit Plan”): (i) all employer and employee contributions to each Foreign Benefit Plan required by law or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices and a pro rata contribution for the period prior to and including the Effective Time has been made or accrued; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the Effective Time with respect to all current and former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and none of the Transactions shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Foreign Benefit Plan is now and always has been operated in full compliance with all applicable non-United States laws. (H) No Ntera Employee Benefit Plan provides, nor does Ntera, or any Ntera Affiliate have an obligation to provide, medical, life or other welfare benefits (whether or not insured) with respect to current or former employees after retirement or other termination of service, other than as required pursuant to Section 4980B of the Code. (I) At the effective time, each outstanding option to purchase WorldQuest Common Stock, whether or not granted under the WorldQuest Networks, Inc. 2002 Stock Option Plan, shall by virtue of the Merger be assumed by WorldQuest in its capacity as the Surviving Corporation. Each option so assumed under this Agreement will continue to have, and be subject to the same terms and conditions of such options immediately prior to the Effective Time.

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(iSection 3.2(l)(i) of the Company HealthAxis Disclosure Schedule contains Memorandum sets forth a complete list of each all (A) "employee pension benefit planplans" (as defined in Section 3(2sections 3(3) of the Employee Retirement Income Security Act ERISA; and (B) all retirement or deferred compensation plans, incentive compensation plans, stock plans, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangements for any current or former employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an employee benefit plan as defined in section 3(3) of 1974ERISA, as amended and ("ERISA")C) (hereinafter any employment agreement or consulting agreement, which HealthAxis, or any of its Subsidiaries or any trade or business, whether or not incorporated, that together with HealthAxis or any of its Subsidiaries would be deemed a "Company Pension Plansingle employer" within the meaning of Section 4001(b) of ERISA (an "HealthAxis ERISA Affiliate"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Companymaintains, is treated a party to, participates in or with respect to which has any liability or contingent liability (such plans and arrangements referred to as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee HealthAxis Benefit Plans"). The Company . (ii) With respect to each HealthAxis Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been provided or made available to Parent true, complete and correct copies of HealthAxis: (1) each Company Employee Benefit Plan and amendments thereto, (2A) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan plan and related trust documents, and all amendments thereto; (if any such report was required by applicable law), (3B) the most recent summary plan description description, and all related summaries of material modifications thereto; (C) the most recent Form 5500 (including schedules and attachments); (D) the most recent IRS determination letter or request therefor; and (E) the most recent actuarial reports (including for each Company purposes of Financial Accounting Standards Board report no. 87, 106 and 112), if any; and there have been no material changes in the financial condition in the respective plans from that stated in the annual reports and actuarial reports supplied. In the case of any HealthAxis Employee Benefit Plan for which is not in written form, Insurdata has been supplied with an accurate description of such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee HealthAxis Benefit Plan has been administered as in accordance with its terms except as would not have a Material Adverse Effect. The Company, effect on the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceedingdate hereof. (iii) Except as disclosed set forth in Schedule 3.1(l)(iiiSection 3.2(l)(iii) of the Company HealthAxis Disclosure ScheduleMemorandum, no Company Pension Plan is subject HealthAxis Benefit Plans and their related trusts intended to Title IV of ERISA qualify under Sections 401(a) and none 501(a) of the Company Code, respectively, have received favorable determination letters from the Internal Revenue Service which cover all applicable law for which the remedial amendment period (within the meaning of Section 401(b) of the Code and applicable regulations) has expired; neither HealthAxis nor any of its respective HealthAxis ERISA Affiliates is aware of any event or circumstance that could reasonably be expected to result in the failure of such HealthAxis Benefit Plan or its related trust to be so qualified; and no event has occurred which will or could give rise to disqualification of any Company ERISA affiliate has maintained such plan under such sections or been required to contribute to a plan that is subject to Title IV tax under section 511 of ERISA during the past six yearsCode. (iv) Except as disclosed set forth in Schedule 3.1(l)(ivSection 3.2(l)(iv) of the Company HealthAxis Disclosure ScheduleMemorandum, each Company Pension the HealthAxis Benefit Plans have been maintained and administered in all respects in accordance with their terms and applicable laws, and no event has occurred which will or could cause any such HealthAxis Benefit Plan intended to be qualified fail to comply with such requirements and no notice has been the subject of a determination letter from the Internal Revenue Service to the effect that issued by any governmental authority questioning or challenging such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination lettercompliance. (v) Except as disclosed on Schedule 3.1(l)(vin Section 3.2(l)(v) of the Company HealthAxis Disclosure Schedule Memorandum, there are no pending or, to the knowledge of HealthAxis, threatened actions, claims or except proceedings against or relating to any HealthAxis Benefit Plan other than routine benefit claims by persons entitled to benefits thereunder. There are no investigations or audits of or relating to any HealthAxis Benefit Plan. HealthAxis has no knowledge of any facts which could form the basis of any such investigation or audit. (vi) Except as would not have a Material Adverse Effectdisclosed in Section 3.2(l)(vi) of the HealthAxis Disclosure Memorandum and as otherwise provided in Section 2.3, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (iA) result in any payment becoming due to any employee (current, former or group retired) of employees of the Company or any of its Subsidiaries; HealthAxis, (iiB) increase any benefits otherwise payable under any Company Employee HealthAxis Benefit Plan or Company Pension Plan Plan, or (iiiC) result in the acceleration of the time of payment or of, vesting of or other rights with respect to any such benefits. . (vii) HealthAxis has no knowledge of any oral or written statement made by or on behalf of HealthAxis or a HealthAxis ERISA Affiliate regarding any HealthAxis Benefit Plan that was not in accordance with such Benefit Plan. (viii) Actuarially adequate accruals for all obligations under the HealthAxis Benefit Plans are reflected in the financial statements of HealthAxis and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date. (ix) Except as disclosed on Schedule 3.1(l)(vdescribed in Section 3.2(l)(ix) of the Company HealthAxis Disclosure Schedule Memorandum, there have been no acts or omissions by HealthAxis which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47 or 68 of the Code for which HealthAxis or any HealthAxis ERISA Affiliate may be liable. (x) Except as described in section 3.2(l)(x) of the HealthAxis Disclosure Memorandum, none of the payments payable under the HealthAxis Benefit Plans would as a result of the Merger, in the Company SEC Documentsaggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof)). (xi) No HealthAxis Benefit Plan is subject to Title IV of ERISA. (xii) None of HealthAxis nor any HealthAxis ERISA Affiliate contributes to, has contributed to, or has any liability or contingent liability with respect to a multiemployer plan (as defined in section 3(37) of ERISA). (xiii) There has been no act or omission that would impair the ability of Insurdata and the HealthAxis ERISA Affiliates (or any successor thereto) to unilaterally amend or terminate any HealthAxis Benefit Plan. (xiv) Except as described in Section 3.2(l)(xiv) of the HealthAxis Disclosure Memorandum, there are no severance agreements or employment agreements between self-insured HealthAxis Benefit Plans. Except as described in Section 3.2(l)(xiv) of the Company or any of HealthAxis Disclosure Letter, with respect to each self-insured HealthAxis Benefit Plan, HealthAxis and/or its Subsidiaries and any employee maintains a reserve of no less than twenty-five percent (25%) of the Company aggregate claims paid with respect to the most recently completed plan year. (xv) Except as set forth in Section 3.2(1)(xv) of the HealthAxis Disclosure Memorandum, each HealthAxis Benefit Plan is fully funded to the extent that a benefit has accrued thereunder or that an account balance is maintained on behalf of an Employee notwithstanding whether, under the terms of such Subsidiary. True and correct copies of all Plan or as permitted by applicable law, such severance agreements and employment agreements have been made available Plan is not required to Parentbe funded. Except as set forth on Schedule 3.1(l)(vin Section 3.2(1)(xv) of the Company HealthAxis Disclosure ScheduleMemorandum, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee each HealthAxis Benefit Plan is fully funded to the extent that a benefit has accrued thereunder or Company Pension Planthat an account balance is maintained on behalf of an Employee notwithstanding whether, under the terms of such Plan or as permitted by applicable law, such Plan is not required to be funded.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(iSection 3.11(a) of the Company Disclosure Schedule contains a list of each lists (i) all "employee pension benefit planplans," (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , and any other material employee benefit arrangements or payroll practices, whether oral or written and whether subject to ERISA or not, including without limitation severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation or employment agreements, retirement, deferred compensation, bonus, stock purchase, hospitalization, medical insurance, life insurance, and scholarship programs available to employees of the Company (hereinafter a all of the foregoing referred to herein as "Company Pension PlanEmployee Benefit Plans"), ; (ii) all "employee welfare benefit planpension plans," (as defined in Section 3(l3(2) of ERISAERISA maintained by or for the Company or for employees of the Company by any employer (an "ERISA Affiliate") that together with the Company would be deemed a "single employer" within the meaning of section 414(b), stock option, stock purchase, deferred compensation plan 414(c) or arrangement414(m) of the Code or to which the Company or any ERISA Affiliate (as defined herein) contributed or is obligated to contribute thereunder (all of the foregoing referred to herein as "Pension Plans"). True and complete copies of the following documents with respect to each of the Employee Benefit Plans and Pension Plans have been made available to Parent by the Company: (i) any plans and related trust documents, and other employee fringe benefit amendments thereto; (ii) the most recent Forms 5500; (iii) the last IRS determination letter; and (iv) summary plan descriptions. (b) No Pension Plan is, or arrangement maintainedhas been during any period for which any relevant statute of limitations remains open, contributed subject to section 412 of the Code, or required Title IV of ERISA. No Employee Benefit Plan is, or has been during any period for which any relevant statute of limitations remains open, subject to Section 4063 or Section 4064 of ERISA. No ERISA Affiliate has incurred any liability under Title IV of ERISA, including, without limitation any liability under Section 4062, 4063 or 4064 of ERISA, or any withdrawal liability, within the meaning of Section 4201 of ERISA to any multiemployer pension plan, within the meaning of Section 3(37) of ERISA nor does the Company or any ERISA Affiliate have any potential withdrawal liability arising from a transaction described in Section 4204 of ERISA, which could reasonably be maintained or contributed expected to by become a liability of the Company, any of its Significant Subsidiaries subsidiaries, the Parent or any other person or entity that, together with the Company, is treated as a single employer Surviving Corporation. (c) The Pension Plans intended to qualify under Section 414(b), (c), (m) or (o) 401 of the Code (each a "Company ERISA Affiliate") for and the benefit trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and nothing has occurred with respect to the operation of the Pension Plans which could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any present liability, penalty, or former officersTaxes (as defined herein) under ERISA or the Code. There is no material violation of ERISA with respect to the filing of applicable reports, employeesdocuments, directors or independent contractors and notices regarding the Employee Benefit Plans with the Secretary of Labor and the Secretary of the Company Treasury or any Company ERISA Affiliate (all the foregoing being herein called "Company furnishing of such documents to the participants or beneficiaries of the Employee Benefit Plans"). The Company has made available to Parent true. (d) There are no actions, complete and correct copies of (1) each Company suits, investigations, arbitrations, or proceedings pending against any Employee Benefit Plan and amendments theretoor Pension Plan, (2) against the most recent annual report on Form 5500 filed with assets of any of the Internal Revenue Service trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of any Employee Benefit Plan or Pension Plan with respect to each the operation of such plans (other than routine benefit claims), and the Company Employee Benefit Plan (if is not aware of any facts that could form the basis for any such report was required by applicable law)action, (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance suit, investigation, arbitration, or annuity contract relating to any Company Employee Benefit Planproceeding. (iie) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, All amendments and actions required to bring the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance and Pension Plans into conformity in all material respects with all of the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(iiother applicable Laws have been made or taken. (f) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents Any bonding required with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Pension Plan that could give rise to any liability, in accordance with applicable provisions of ERISA has been obtained and there are not any facts to the Company's knowledge that could give rise to any material liability is in the event of any such investigation, claim, suit or proceedingfull force and effect. (g) The Employee Benefit Plans and Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA (including regulations thereunder) and other applicable Laws, and neither the Company nor any "party in interest" or any "disqualified person" with respect to the Employee Benefit Plans has engaged in a "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA. The Company maintains no retiree life and retiree health insurance plans which: (i) are Employee Benefit Plans; (ii) are "welfare benefit plans" within the meaning of Section 3(l) of ERISA; or (iii) provide for continuing benefits or coverage for any participant or any beneficiary of a participant except as may be required under Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and at the sole expense of the participant or the participant's beneficiary. The Company has complied with the notice and continuation requirements of the Code, COBRA, and Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder. (h) Except as disclosed set forth in Schedule 3.1(l)(iiithe SEC Documents or in Section 3.11(h) of the Company Disclosure Schedule, no Company Pension Plan is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (iv) Except as disclosed in Schedule 3.1(l)(iv) of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (v) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will Transactions will: (i) result in any payment becoming due to any employee or group of employees of the Company or any of its SubsidiariesCompany; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan Plan; or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(vThe Company does not have any contract, plan, or commitment, to create any additional Employee Benefit Plans or Pension Plans. (i) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(viSection 3.11(i) of the Company Disclosure Schedule, no stock or other security issued by the Company Company, or any of its subsidiaries ERISA Affiliate, forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan. With respect to any period for which any contribution or other payment to or in respect of any Employee Benefit Plan or Pension Plan is not yet due or owing, the Company has made due and sufficient current accruals for such contributions and other payments in accordance with GAAP, and such current accruals through September 29, 2001, are duly and fully provided for in the SEC Financial Statements for the period then ended. All of the plans listed on Schedule 3.11(a) of the Company Disclosure Schedule have been operated and maintained in material compliance with the laws of the jurisdictions in which such plans are maintained, and accrued liabilities and corresponding assets for such plans are accurately reflected on the SEC Financial Statements of the Company.

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(iExcept as otherwise set forth -------------------------------- in Section 3.01(m) of the Company Disclosure Schedule: (1) Section 3.01(m)(1) of the Disclosure Schedule contains a list of lists each "employee pension benefit plan" (as such term is defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "maintained by the Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan any Subsidiary or arrangement maintained, contributed to which the Company or any Subsidiary contributes or is required to be maintained contribute or contributed to by the Company, in which any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present employee or former officers, employees, directors or independent contractors employee of the Company or any Company ERISA Affiliate Subsidiary participates or is otherwise covered (all the foregoing being herein called a "Company Employee Benefit PlansPlan"). The only Company has made available to Parent true, complete and correct copies Benefit Plans that individually or collectively would constitute an "employee pension benefit plan" as defined in Section 3(2) of (1) each Company Employee Benefit Plan and amendments thereto, (2) ERISA are identified as such in the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effectlist described above. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans each Subsidiary have complied and currently are in compliance compliance, both as to form and operation in all material respects respects, with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii, respectively, with respect to each Company Benefit Plan. (2) Each of the Company Benefit Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns Code does so qualify and similar documents with respect is exempt from taxation pursuant to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 501(a) of the Company Disclosure Schedule or except as Code where the failure to so qualify would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to material adverse effect on the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii3) Except as disclosed in Schedule 3.1(l)(iii) of Neither the Company Disclosure Schedulenor any Subsidiary has maintained, no Company Pension Plan is subject contributed to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that "multiemployer plan" (as defined in Section 3(37) of ERISA). No amount is subject to Title IV due or owing from the Company or any Subsidiary on account of ERISA during the past six yearsa "multiemployer plan" (as defined in Section 3(37) of ERISA) or on account of any withdrawal therefrom. (iv4) Except as disclosed Other than normal claims for benefits, there is no claim pending against the Company or any Subsidiary under the Code, ERISA or other applicable law with respect to any of the Company Benefit Plans. Full payment has been made, or will be made in Schedule 3.1(l)(ivaccordance with Section 404(a)(6) of the Company Disclosure ScheduleCode, of all amounts that are required to be paid under Section 412 of the Code and the terms of each Company Pension Benefit Plan that is intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections Section 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge and none of the Company, revocation Company Benefit Plans nor any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) whether or not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its costwaived. The Company has made available to Parent a copy and the Subsidiaries have no current liability for plan termination or withdrawal under Title IV of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letterERISA. (v5) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the The consummation of the transactions contemplated hereby by this Agreement will not (i) result in entitle any payment becoming due to any current or former employee or group of employees officer of the Company or any of its Subsidiaries; Subsidiary to severance pay, unemployment compensation or any other payment or (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of accelerate the time of payment or vesting (except as provided in Section 2.03), or increase the amount of compensation due any such benefits. Except employee or officer except as disclosed on Schedule 3.1(l)(vin Section 3.01(m)(5) of the Disclosure Schedule. (6) The Company Disclosure Schedule has provided (or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any made available to) Acquisition with correct and complete copies of its Subsidiaries (i) written plans and any employee summary plan descriptions for each of the Company Benefit Plans; (ii) each trust agreement, insurance policy or such Subsidiary. True and correct copies other instrument relating to the funding of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) each of the Company Disclosure Schedule, neither Benefit Plans; (iii) the Company nor any two most recent Annual Reports (Form 5500 series) and accompanying schedules filed with the Internal Revenue Service or United States Department of its Subsidiaries has any consulting agreement or arrangement Labor with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) respect to each of the Company Disclosure Schedule, no stock or other security issued by Benefit Plans and (iv) the most recent audited financial statement for each of the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension PlanPlans.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(i3.10(a) of the Company Disclosure Schedule Letter contains a true ---------------- and complete list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any the Company ERISA Affiliate (all the foregoing being herein called referred collectively as "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each of the Company Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each of the Company Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each of the Company Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any the Company Employee Benefit PlanPlans. (iib) Each Company Employee Benefit Plan has been administered in accordance all material respects with its terms except as would not have a Material Adverse Effectterms. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in material compliance in all material respects with the applicable provisions of ERISA ERISA,the Code and the Codeall applicable state laws. Except as disclosed in Schedule 3.1(l)(iiSection 3.10(b) of the Company Disclosure Schedule Letter and except for --------------- those instances to the contrary which will not, either individually or except as would not have a Material Adverse Effectin the aggregate, be material, all reports, returns returns, notices and similar documents with respect to the Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 3.10(b) of the Company Disclosure Schedule or except as would not have a Material Adverse EffectLetter, there are no --------------- termination proceedings or, to the knowledge of the Company, investigations by any governmental agency, termination proceedings agency or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any of the Company Employee Benefit Plan Plans or asserting any rights or claims to benefits under any of the Company Employee Benefits Plan Plans that could would reasonably be expected to give rise to any material liability, and there are not any facts to the Company's knowledge that could would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding. To the Company's knowledge, no prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist and for which the Company or any Company ERISA Affiliate would reasonably be expected to be subject to any liability have occurred with respect to any Company Employee Benefit Plans. (iiic) Except as disclosed in Schedule 3.1(l)(iiiSection 3.10(c) of the Company Disclosure Schedule--------------- Letter, no none of the Company Pension Plan Plans is subject to Title IV of ERISA and none of the Company or any Company ERISA affiliate Affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (ivd) Except as disclosed in Schedule 3.1(l)(ivSection 3.10(d) of the Company Disclosure Schedule--------------- Letter, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter such Company Pension Plan has been timely amended if and to the extent necessary to remain so qualified and has not been amended in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each the Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (ve) Except as disclosed on Schedule 3.1(l)(vSection 3.10(e) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect--------------- Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will will, alone or together with other events, (i) result in any material payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure Schedule, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan.;

Pension and Benefit Plans; ERISA. (i) Except as set forth on Schedule 3.1(l)(i3.2(l) of the Company Disclosure Schedule contains a list of each or in the Company SEC Documents: (i) All "employee pension benefit planplans," (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, Company or any of its Significant Subsidiaries or any other person trade or entity thatbusiness (whether or not incorporated) which is under common control, together with the Company, or which is treated as a single employer employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of to which the Company or any of its Subsidiaries or any Company ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the Effective Time (all the foregoing being herein called "Company Employee Benefit Pension Plans"). The ) intended to qualify under Section 401 of the Code so qualify and have been determined by the IRS to be qualified under Section 401 of the Code and, to the knowledge of the Company as of the date hereof, nothing has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service occurred with respect to each the operation of the Company Employee Benefit Plan (if Pension Plans that could reasonably be expected to cause the loss of such qualification or the imposition of any such report was required by applicable law)material liability, (3) penalty, or tax under ERISA or the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit PlanCode. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii) Except as disclosed in Schedule 3.1(l)(iii) of the Company Disclosure Schedule, no No Company Pension Plan is subject to Title IV of ERISA. (iii) There is no violation of ERISA with respect to (A) the filing with the Secretary of Labor and none the Secretary of the Treasury of applicable reports, documents, and notices regarding the "employee benefit plans," as defined in Section 3(3) of ERISA, the Company Pension Plans and all other material employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by the Company or any of its Subsidiaries or with respect to which the Company ERISA affiliate or any of its Subsidiaries has maintained any liability (all such plans, other than the Company Pension Plans, being hereinafter referred to as the "Company Employee Benefit Plans") or been required (B) the furnishing of such documents to contribute to a plan that is subject to Title IV the participants or beneficiaries of ERISA during the past six yearsCompany Employee Benefit Plans or Company Pension Plans. (iv) Except Copies of each the Company Employee Benefit Plan and the Company Pension Plan, related trust (or other funding or financing arrangement), and all amendments have been made available to MIT, as disclosed have the most recent summary plan descriptions, administrative service agreements, and Form 5500. (v) The Company Employee Benefit Plans and the Company Pension Plans have been maintained, in Schedule 3.1(l)(ivall material respects, in accordance with their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable Federal and state law, there is no material liability for breaches of fiduciary duty in connection with the Company Employee Benefit Plans and the Company Pension Plans, and neither the Company nor any of its Subsidiaries or any "party in interest" or "disqualified person" with respect to the Company Employee Benefit Plans and the Company Pension Plans has engaged in a material "prohibited transaction" within the meaning of Section 4975 of the Company Disclosure Schedule, each Company Pension Plan intended to be qualified has been the subject Code or Section 406 of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(aERISA. (vi) and 501(a), respectively, As of the Code; date of the Agreement, there are no such determination letter has been revokedmaterial actions, andsuits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, revocation has not been threatened; and such threatened against, or with respect to, the Company Employee Benefit Plans or the Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification Plans or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination lettertheir assets. (vvii) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (iA) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (iiB) increase any benefits otherwise payable under any Company Employee Benefit Plan or the Company Pension Plan Plan; or (iiiC) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed described on Schedule 3.1(l)(v3.2(l) of the Company Disclosure Schedule or in the Company SEC DocumentsSchedule, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct complete copies of all such severance agreements and employment agreements described on Schedule 3.2(l) of the Company Disclosure Schedule have been made available provided to Parent. MIT. (viii) Except as set forth on Schedule 3.1(l)(v3.2(l)(viii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000100,000, except as are terminable upon one month's notice or less. (viix) Except as disclosed on Schedule 3.1(l)(vi) of Neither the Company Disclosure Schedule, no stock or other security issued by the Company or nor any of its subsidiaries forms Subsidiaries nor any Company ERISA Affiliate contributes to, or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan.an obligation to contribute to, and has not within six

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(iSection 3.1(n)(i) of the Company Disclosure Schedule contains Memorandum sets forth a complete and correct list of each of: (A) all "employee pension benefit planplans," (as defined in Section 3(2Sections 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(land 4(b)(4) of ERISA), stock option, stock purchase, deferred compensation plan under which Company or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries maintains or has any obligation or liability, contingent or otherwise ("Company Benefit Plans"); and (B) all employment or consulting agreements and all bonus or other incentive compensation, deferred compensation, salary continuation, severance, perquisites or other special or fringe benefit agreements (including mortgage financings and tuition reimbursements), policies or arrangements which the Company or any other person of its Subsidiaries maintains or entity thathas any obligation or liability (contingent or otherwise) in each case, together written or oral, with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of respect to any present current or former officersofficer, employees, directors director or independent contractors employee of the Company or any of its Subsidiaries and which individually (or in the aggregate with respect to a single individual) has a cost to the Company ERISA Affiliate or any of its Subsidiaries in excess of $10,000 per year (all the foregoing being herein called "Company Employee Benefit PlansArrangements"). The . (ii) With respect to each Company Benefit Plan and Company Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been provided or made available to Parent true, complete and correct copies of Parent: (1) each Company Employee Benefit Plan and amendments thereto, (2A) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan plan and related trust documents, and all amendments thereto; (if any such report was required by applicable law), (3B) the most recent summary plan description description, and all related summaries of material modifications thereto; (C) the most recent Form 5500 (including schedules and attachments); (D) the most recent IRS determination letter or request therefor; (E) the most recent actuarial reports (including for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law purposes of Financial Accounting Standards Board report no. 87, 106 and 112), if any; and (4F) each trust agreement to the extent not provided pursuant to (A) and insurance or annuity contract relating to any Company Employee Benefit Plan. (iiB) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effectabove, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of that set forth the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation terms of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceedingArrangements. (iii) Except as disclosed set forth in Schedule 3.1(l)(iiiSection 3.1(n)(iii) of the Disclosure Memorandum, the Company Disclosure Schedule, no Company Pension Plan is subject Benefit Plans and their related trusts intended to Title IV of ERISA qualify under Sections 401(a) and none 501(a) of the Code, respectively, have received favorable determination letters from the Internal Revenue Service and the Company is not aware of any event or any circumstance that could reasonably be expected to result in the failure of such Company ERISA affiliate has maintained Benefit Plans or been required their related trusts to contribute to a plan that is subject to Title IV of ERISA during the past six yearsbe so qualified. (iv) Except as disclosed set forth in Schedule 3.1(l)(ivSection 3.1(n)(iv) of the Disclosure Memorandum, all contributions or other payments required to have been made by the Company Disclosure Schedule, each or any of its Subsidiaries to or under any Company Pension Benefit Plan intended to be qualified has been or Company Employee Arrangement by applicable law or the subject terms of a determination letter from the Internal Revenue Service to the effect that such Company Pension Benefit Plan is qualified or Company Employee Arrangement (or any agreement relating thereto) have been timely and exempt from Federal income taxes under Sections 401(aproperly made. (v) and 501(a), respectively, Except as set forth in Section 3.1(n)(v) of the Code; Disclosure Memorandum, the Company Benefit Plans and Company Employee Arrangements have been maintained and administered in all respects in accordance with their terms and applicable laws. (vi) Except as disclosed in Section 3.1(n)(vi) of the Disclosure Memorandum, there are no such determination letter has been revoked, andpending or, to the knowledge of the Company, revocation has not been threatened; and such threatened actions, claims or proceedings against or relating to any Company Pension Benefit Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available Employee Arrangement other than routine benefit claims by persons entitled to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letterbenefits thereunder. (vvii) Except as set forth in Section 3.1(n)(vii) of the Disclosure Memorandum, neither the Company nor any of its Subsidiaries maintains or has an obligation to contribute to retiree life or retiree health plans which provide for continuing benefits or coverage for current or former officers, directors or employees of the Company or any of its Subsidiaries except (A) as may be required under Part 6 of Title I of ERISA and at the sole expense of the participant or the participant's beneficiary or (B) a medical expense reimbursement account plan pursuant to Section 125 of the Code. (viii) Except as disclosed on Schedule 3.1(l)(vin Section 3.1(n)(viii) of the Disclosure Memorandum, none of the assets of any Company Benefit Plan is stock of the Company or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (ix) Except as disclosed in Section 3.1(n)(ix) of the Disclosure Schedule or except Memorandum and as would not have a Material Adverse Effectotherwise provided in Sections 2.6 and 2.7, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (iA) result in any payment becoming due to any employee (current, former or group retired) of employees of the Company or any of its Subsidiaries; Company, (iiB) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan Employee Arrangement, or (iiiC) result in the acceleration of the time of payment or of, vesting of or other rights with respect to any such benefits. Except as disclosed on Schedule 3.1(l)(v. (x) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has any consulting agreement obligation (or arrangement with prior obligation) to make contributions to any natural person involving compensation benefit plan described in excess Sections 3(37), 4063 or 4064 of $50,000, except as are terminable upon one month's notice or lessERISA. (vixi) Except as disclosed Neither the Company nor any of its Subsidiaries is acting on Schedule 3.1(l)(vibehalf of an employee benefit plan subject to ERISA, or acting on behalf of or using (A) assets which are or which are deemed under ERISA to be assets of an employee benefit plan subject to ERISA, (B) assets of a foreign, church or governmental employee benefit plan, or (C) assets of individual retirement accounts. (xii) No prohibited transaction under Section 406 of ERISA or Section 4975 of the Code has occurred with respect to a Company Benefit Plan. (xiii) Each Company Benefit Plan (including, without limitation, a Company Benefit Plan covering retirees or the beneficiaries of such retirees) may be terminated or amended by the plan sponsor at any time without the consent of any person covered thereunder, and may be terminated without liability for benefits accruing after the date of such termination. (xiv) The Company has no knowledge of any oral or written statement made by or on behalf of the Company Disclosure Schedule, no stock or other security issued by the a Subsidiary regarding a Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension PlanEmployee Arrangement that was not in accordance with the Company Benefit Plan or Company Employee Arrangement. (xv) There are no trusts or other arrangements under any Company Benefit Plan which are intended to qualify as a voluntary employees' beneficiary association under Section 501(c)(9) of the Code.

Pension and Benefit Plans; ERISA. (ia) Schedule 3.1(l)(i3.10(a) of the Company Disclosure Schedule Letter contains a true and complete list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any the Company ERISA Affiliate (all the foregoing being herein called referred collectively as "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each of the Company Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each of the Company Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each of the Company Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any the Company Employee Benefit PlanPlans. (iib) Each To the knowledge of the Company, each Company Employee Benefit Plan has been administered in all material respects in accordance with its terms except as would not have a Material Adverse Effectterms. The To the knowledge of the Company, the Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(iiSection 3.10(b) of the Company Disclosure Schedule or except as would not have a Material Adverse EffectLetter, all reports, returns returns, notices and similar documents with respect to the Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 3.10(b) of the Company Disclosure Schedule or except as would not have a Material Adverse EffectLetter, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any of the Company Employee Benefit Plan Plans or asserting any rights or claims to benefits under any of the Company Employee Benefits Plan Plans that could give rise to any liabilitymaterial liability (other than for benefits payable under the terms of the Company Benefit Plans), and there are not any facts to the Company's knowledge that could give rise to any material liability of the Company in the event of any such investigation, claim, suit or proceeding. No prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist and for which the Company or any Company ERISA Affiliate could be subject to any liability have occurred with respect to any Company Employee Benefit Plans. (iiic) Except as disclosed in Schedule 3.1(l)(iiiSection 3.10(c) of the Company Disclosure ScheduleLetter, no none of the Company Pension Plan Plans is subject to Title IV of ERISA and none of neither the Company or nor any Company ERISA affiliate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (ivd) Except as disclosed in Schedule 3.1(l)(ivSection 3.10(d) of the Company Disclosure ScheduleLetter, each Company Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, revocation has not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has made available to Parent a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (ve) Except as disclosed on Schedule 3.1(l)(vSection 3.10(e) of the Company Disclosure Schedule or except as would not have a Material Adverse EffectLetter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(vSection 3.10(e) of the Company Disclosure Schedule Letter or in the Filed Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(vSection 3.10(e) of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vif) Except as disclosed on Schedule 3.1(l)(viSection 3.10(f) of the Company Disclosure ScheduleLetter, no stock or other security issued by the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension Plan. (g) The Company has no Employee Benefit Plan that is not subject to United States law. (h) No Company Employee Benefit Plan provides, nor does the Company, or any Company ERISA Affiliate have an obligation to provide, medical, life or other welfare benefits (whether or not insured) with respect to current or former employees after retirement or other termination of service, other than as required pursuant to Section 4980B of the Code.

Pension and Benefit Plans; ERISA. (iA) Schedule 3.1(l)(iSection 3.2(j)(A) of the Company Worldquest Disclosure Schedule Letter contains a true and complete list of each "“employee pension benefit plan" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (hereinafter a "Company “Worldquest Pension Plan"), "“employee welfare benefit plan" ” (as defined in Section 3(l) of ERISA), stock option, stock purchase, restricted stock, phantom stock or other equity-based incentive plan, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries Worldquest or any other person or entity that, that together with the Company, Worldquest is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA “Worldquest Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company Worldquest or any Company ERISA Worldquest Affiliate (all the foregoing being herein called "Company referred collectively as “Worldquest Employee Benefit Plans"). The Company Worldquest has made available to Parent Ntera true, complete and correct copies of (1) each Company of the Worldquest Employee Benefit Plan Plans and amendments thereto, (2) the three most recent annual report reports on Form 5500 filed with the Internal Revenue Service with respect to each Company of the Worldquest Employee Benefit Plan Plans (if any such report was required by applicable law), (3) the most recent summary plan description and any summaries of material modification for each Company of the Worldquest Employee Benefit Plan Plans for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company the Worldquest Employee Benefit PlanPlans. (iiB) Each Company WorldQuest Employee Benefit Plan has been administered in all material respects in accordance with its terms except as would not have a Material Adverse Effectterms. The CompanyWorldQuest, the Company ERISA WorldQuest Affiliates and all Company WorldQuest Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(iiSection 3.2(j)(B) of the Company WorldQuest Disclosure Schedule or except as would not have a Material Adverse EffectLetter, all reports, returns returns, notices and similar documents with respect to Company the WorldQuest Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company WorldQuest Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 3.2(j)(B) of the Company WorldQuest Disclosure Schedule or except as would not have a Material Adverse EffectLetter, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company WorldQuest Employee Benefit Plans), suits or proceedings against or involving any Company of the WorldQuest Employee Benefit Plan Plans or asserting any rights or claims to benefits under any Company of the WorldQuest Employee Benefits Plan Plans that could give rise to any liability, and there are not any facts to the Company's WorldQuest’s knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. No prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist and for which WorldQuest or any WorldQuest Affiliate could be subject to any liability have occurred with respect to any WorldQuest Employee Benefit Plans. (iiiC) Except as disclosed in Schedule 3.1(l)(iiiSection 3.2(j)(C) of the Company Worldquest Disclosure ScheduleLetter, no Company none of the Worldquest Pension Plan is Plans are subject to Title IV of ERISA and none of the Company Worldquest or any Company ERISA affiliate Worldquest Affilate has maintained or been required to contribute to a plan that is subject to Title IV of ERISA during the past six years. (ivD) Except as disclosed in Schedule 3.1(l)(ivSection 3.2(j)(D) of the Company WorldQuest Disclosure ScheduleLetter, each Company WorldQuest Pension Plan intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company WorldQuest Pension Plan is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the CompanyWorldQuest, revocation has not been threatened; and such Company WorldQuest Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company WorldQuest has made available to Parent Ntera a copy of the most recent determination letter received from the Internal Revenue Service with respect to each Company WorldQuest Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. (vE) Except as disclosed on Schedule 3.1(l)(vSection 3.2(j)(E) of the Company WorldQuest Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of the Company or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any of its Subsidiaries and any employee of the Company or such Subsidiary. True and correct copies of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any consulting agreement or arrangement with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) of the Company Disclosure ScheduleLetter, no stock or other security issued by the Company WorldQuest or any of its subsidiaries WorldQuest Affiliate forms or has formed a material part of the assets of any Company of the WorldQuest Employee Benefit Plan or Company the WorldQuest Pension Plan. (F) Except as disclosed on Section 3.2(j)(F) of the WorldQuest Disclosure Letter, no payment that is owed or may become due to any director, officer, employee or agent of WorldQuest or a WorldQuest Affiliate will be non-deductible to WorldQuest or a WorldQuest Affiliate or be subject to the tax under section either Section 280G or 4999 of the Code. (G) With respect to each Worldquest Employee Benefit Plan that is not subject to United States law (a “Foreign Benefit Plan”): (i) all employer and employee contributions to each Foreign Benefit Plan required by law or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices and a pro rata contribution for the period prior to and including the Effective Time has been made or accrued; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the Effective Time with respect to all current and former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and none of the Transactions shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Foreign Benefit Plan is now and always has been operated in full compliance with all applicable non-United States laws. (H) No Worldquest Employee Benefit Plan provides, nor does Worldquest, or any Worldquest Affiliate have an obligation to provide, medical, life or other welfare benefits (whether or not insured) with respect to current or former employees after retirement or other termination of service, other than as required pursuant to Section 4980B of the Code.

Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(iExcept as otherwise set forth -------------------------------- in Section 3.01(m) of the Company Disclosure Schedule: (1) Section 3.01(m)(1) of the Disclosure Schedule contains a list of lists each "employee pension benefit plan" (as such term is defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "maintained by the Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan any Subsidiary or arrangement maintained, contributed to which the Company or any Subsidiary contributes or is required to be maintained contribute or contributed to by the Company, in which any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present employee or former officers, employees, directors or independent contractors employee of the Company or any Company ERISA Affiliate Subsidiary participates or is otherwise covered (all the foregoing being herein called a "Company Employee Benefit PlansCOMPANY BENEFIT PLAN"). The only Company has made available to Parent true, complete and correct copies Benefit Plans that individually or collectively would constitute an "employee pension benefit plan" as defined in Section 3(2) of (1) each Company Employee Benefit Plan and amendments thereto, (2) ERISA are identified as such in the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan. (ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effectlist described above. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans each Subsidiary have complied and currently are in compliance compliance, both as to form and operation in all material respects respects, with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii, respectively, with respect to each Company Benefit Plan. (2) Each of the Company Benefit Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns Code does so qualify and similar documents with respect is exempt from taxation pursuant to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(iiSection 501(a) of the Company Disclosure Schedule or except as Code where the failure to so qualify would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Company Employee Benefit Plans), suits or proceedings against or involving any Company Employee Benefit Plan or asserting any rights or claims to benefits under any Company Employee Benefits Plan that could give rise to any liability, and there are not any facts to material adverse effect on the Company's knowledge that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (iii3) Except as disclosed in Schedule 3.1(l)(iii) of Neither the Company Disclosure Schedulenor any Subsidiary has maintained, no Company Pension Plan is subject contributed to Title IV of ERISA and none of the Company or any Company ERISA affiliate has maintained or been required to contribute to a plan that "multiemployer plan" (as defined in Section 3(37) of ERISA). No amount is subject to Title IV due or owing from the Company or any Subsidiary on account of ERISA during the past six yearsa "multiemployer plan" (as defined in Section 3(37) of ERISA) or on account of any withdrawal therefrom. (iv4) Except as disclosed Other than normal claims for benefits, there is no claim pending against the Company or any Subsidiary under the Code, ERISA or other applicable law with respect to any of the Company Benefit Plans. Full payment has been made, or will be made in Schedule 3.1(l)(ivaccordance with Section 404(a)(6) of the Company Disclosure ScheduleCode, of all amounts that are required to be paid under Section 412 of the Code and the terms of each Company Pension Benefit Plan that is intended to be qualified has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan is qualified and exempt from Federal income taxes under Sections Section 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge and none of the Company, revocation Company Benefit Plans nor any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) whether or not been threatened; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its costwaived. The Company has made available to Parent a copy and the Subsidiaries have no current liability for plan termination or withdrawal under Title IV of the most recent determination letter received from the Internal Revenue Service with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letterERISA. (v5) Except as disclosed on Schedule 3.1(l)(v) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, neither the execution and delivery of this Agreement nor the The consummation of the transactions contemplated hereby by this Agreement will not (i) result in entitle any payment becoming due to any current or former employee or group of employees officer of the Company or any of its Subsidiaries; Subsidiary to severance pay, unemployment compensation or any other payment or (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Company Pension Plan or (iii) result in the acceleration of accelerate the time of payment or vesting (except as provided in Section 2.05), or increase the amount of compensation due any such benefits. Except employee or officer except as disclosed on Schedule 3.1(l)(vin Section 3.01(m)(5) of the Disclosure Schedule. (6) The Company Disclosure Schedule has provided (or in the Company SEC Documents, there are no severance agreements or employment agreements between the Company or any made available to) Acquisition with correct and complete copies of its Subsidiaries (i) written plans and any employee summary plan descriptions for each of the Company Benefit Plans; (ii) each trust agreement, insurance policy or such Subsidiary. True and correct copies other instrument relating to the funding of all such severance agreements and employment agreements have been made available to Parent. Except as set forth on Schedule 3.1(l)(v) each of the Company Disclosure Schedule, neither Benefit Plans; (iii) the Company nor any two most recent Annual Reports (Form 5500 series) and accompanying schedules filed with the Internal Revenue Service or United States Department of its Subsidiaries has any consulting agreement or arrangement Labor with any natural person involving compensation in excess of $50,000, except as are terminable upon one month's notice or less. (vi) Except as disclosed on Schedule 3.1(l)(vi) respect to each of the Company Disclosure Schedule, no stock or other security issued by Benefit Plans and (iv) the most recent audited financial statement for each of the Company or any of its subsidiaries forms or has formed a material part of the assets of any Company Employee Benefit Plan or Company Pension PlanPlans.