Common use of Tender Offer Clause in Contracts

Tender Offer. (a) As promptly as practicable, but in no event later than 10 days after the public announcement of the execution of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, offer to purchase (the “Offer”) each outstanding share of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have ------------ been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto shall have occurred or be existing, within five business days of this Agreement, Merger Sub will, and Parent will the date hereof Purchaser shall cause Merger Sub to, to commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stockoutstanding shares of Common Stock, $0.001 par value ----- $.001 per share (the “Common Stock”)share, of the Company tendered pursuant to Company, including the Offer associated Rights (as defined in Section 6.1(b)) (together, the "Shares") at a price of $19.05 28.50 per shareShare in cash, ------ net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of set forth in Annex A hereto (the "Offer Conditions"). The initial expiration date (the "Initial ---------------- ------- Expiration Date") shall be the date twenty business days from the date (the --------------- "Commencement Date") the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” Documents (as contemplated by Rule 14d-11 under the Exchange Acthereinafter defined) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file are first ------------------ filed with the Securities and Exchange Commission (the “"SEC”"), including the --- Commencement Date as the first business day of such period. Purchaser and Merger Sub expressly reserve the right, in their sole discretion, to waive any condition (other than the Minimum Condition, as defined in the Offer Conditions) and to set forth or change any other terms and conditions of the Offer, provided -------- that, unless previously approved by the Company in writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein that are materially adverse to holders of the Shares. Merger Sub covenants and agrees that, subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, provided that Merger -------- Sub shall have the right, in its sole discretion, to extend the Offer from time to time notwithstanding the prior satisfaction of the Offer Conditions to a date not beyond the fifth business day following the satisfaction of all of the Offer Conditions if more than 90% of the outstanding Shares (on a fully diluted basis) have not been duly tendered (exclusive of Shares tendered by guaranteed delivery) and not withdrawn. Purchaser agrees that, unless it is permitted to terminate this Agreement pursuant to Article IX, it can terminate the Offer only on a scheduled expiration date. Purchaser further agrees that: (A) in the event that it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in paragraphs (a), (c), (d) or (f) of the Offer Conditions to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is or conditions are satisfied or waived and (2) the date chosen by the Company which shall not be later than (x) September 15, 1997 or (y) the earliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that, if such condition is not or -------- conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), the Company may request further extensions of the Offer not beyond September 15, 1997; and (B) it shall, at the request of the Company made in writing at least one business day prior to the Initial Expiration Date (which request may be made by the Company only on one occasion), extend the Offer for up to five business days from such Initial Expiration Date. It is agreed that the terms and conditions set forth in the Offer, including but not limited to the Offer Conditions, are for the benefit of Purchaser and Merger Sub and may be asserted by Purchaser and Merger Sub regardless of the circumstances giving rise to any such condition. (b) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on July 23, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (as defined in Section 2.1), are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve this Agreement and the transactions contemplated hereby; and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "Financial Advisor") has delivered to the Board of Directors ----------------- of the Company its written opinion that the consideration to be received by holders of Shares, other than Purchaser and Merger Sub, pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. (c) As soon as reasonably practicable on the date the Offer is commenced, Purchaser shall file a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer with the SEC. The Schedule 14D-1 -------------- shall contain an Offer to Purchase and forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other related documents, together with all any supplements or amendments thereto, and including all exhibitsare referred to herein collectively as the "Offer Documents"). Not later than the fifth --------------- business day after the date hereof, the “Company will file a Solicitation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC. Purchaser -------------- agrees, as to the Offer Documents”). Merger Sub , and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated agrees, as to the Company’s stockholders. Parent and Merger Sub agree Schedule 14D-9, that the Offer Documents will comply as to form such documents shall, in all material respects respects, comply with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act") and other applicable laws. The ------------ Company and its counsel, and as to the Offer Documents, on the date first publishedand Purchaser and its counsel, sent or given as to the Company’s stockholdersSchedule 14D-9, will not contain any untrue statement of a material fact or omit shall be given an opportunity to state any material fact required review such documents prior to be stated therein or necessary in order to make their being filed with the statements thereinSEC. Purchaser, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will each agrees promptly to correct any information provided by it for use in the Offer Documents if and to or the extent Schedule 14D-9 that such information becomes shall have become false or misleading in any material respect, and Parent Purchaser and Merger Sub will Sub, on the one hand, and the Company, on the other hand, further agree to take all steps necessary to cause the Offer Documents and the Schedule 14D-9, as the case may be, as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerapplicable federal securities laws. (d) If requested by Parent or Merger SubIn connection with the Offer, the Company will, will cause its transfer agent to furnish promptly following the purchase by to Merger Sub pursuant to the Offer a list, as of that number of shares of Common Stock whicha recent date, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares record holders of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them Shares and their nomineesaddresses, officers, directors as well as mailing labels containing the names and affiliates required by Section 14(f) addresses of all record holders of Shares and Rule 14f-1lists of security positions of Shares held in stock depositories. The Company will promptly take all actions required pursuant to Section 14(ffurnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided such other assistance as Purchaser or Merger Sub has furnished or their agents may reasonably request in communicating the Company on a timely basis with all Offer to the record and beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and each of its affiliates and associates shall hold in confidence the information required to be included contained in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 any of such lists, labels or additional information with respect and, if this Agreement is terminated, shall promptly deliver to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1all copies of such information then in their possession. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicableProvided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (such conditions, but in no event later than 10 together with the nonoccurrence of such events, the "Offer Conditions"), within five business days after the public announcement of the execution by Purchaser of this Agreement, Merger Sub will, and Parent will Purchaser shall cause Merger Sub to, to commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stockoutstanding shares of Common Stock, $0.001 par value $.25 per share (the “Common Stock”)2 share, of the Company tendered pursuant to Company, including the Offer associated Rights (as defined in Section 6.1(b)) (together, the "Shares") at a price of $19.05 12.00 per shareShare in cash, net to the seller (but subject to any applicable Tax (as defined in cash Section 6.1(o)) withholdings) (the “Offer "Merger Consideration”"), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”comply with Rule 14e-1(c) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and including the rules and regulations promulgated thereunder, the "Exchange Act"). The initial expiration date of the Offer (the "Initial Expiration Date") shall be the date that is twenty business days from the date (the "Commencement Date") the Offer Documents (as hereinafter defined) are first filed with the Securities and Exchange Commission (the "SEC"), including the Commencement Date as the first business day of such period. Merger Sub shall not, without the prior written consent of the Company, decrease the price per Share offered in the Offer, change the form of consideration offered or payable in the Offer, decrease the number of Shares sought in the Offer, change the conditions to the Offer in any manner adverse to the holders of Shares, impose conditions to the Offer in addition to the Offer Conditions, amend any term of the Offer in any manner adverse to the holders of Shares or waive the Minimum Condition (as defined in Annex A). Purchaser and Merger Sub expressly reserve the right, in their sole discretion, to waive any condition (other than the Minimum Condition, as defined in the Offer Conditions). It is agreed that the terms and conditions set forth in the Offer, including but not limited to the Offer Conditions, are for the benefit of Purchaser and Merger Sub and may be asserted by Purchaser and Merger Sub regardless of the circumstances giving rise to any such condition. (b) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on June 4, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger (as defined in Section 2.1), are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve this Agreement and the transactions contemplated hereby; and (ii) Hamb▇▇▇▇▇ & ▇uis▇ ▇▇▇ and Duff & Phel▇▇, ▇▇C (collectively, the "Financial Advisors") have delivered (c) As soon as reasonably practicable on the date the Offer is commenced, Purchaser shall file a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer with the SEC. The Schedule 14D-1 shall contain an Offer to Purchase and forms of the related letter of transmittal and other related documents (which Schedule 14D-1, Offer to Purchase, letter of transmittal and other related documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Company's Board of Directors shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed by the Company with the SEC on the date the Offer is commenced; provided, however, that if the Company's Board of Directors determines consistent with its fiduciary duties to amend or withdraw such recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. Purchaser agrees, as to the Offer Documents, on and the date first publishedCompany agrees, sent or given as to the Company’s stockholdersSchedule 14D-9, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinthat such documents shall, in light all material respects, comply with the requirements of the circumstances under which they were madeExchange Act and other applicable laws. The Company and its counsel, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect as to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents, and Purchaser and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents prior to their being filed with the SEC. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of ParentPurchaser, Merger Sub, Sub and the Company will each agrees promptly to correct any information provided by it for use in the Offer Documents if and to or the extent Schedule 14D-9 that such information becomes shall have become false or misleading in any material respect, and Parent Purchaser and Merger Sub will Sub, on the one hand, and the Company, on the other hand, further agree to take all steps necessary to cause the Offer Documents and the Schedule 14D-9, as the case may be, as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerapplicable federal securities laws. (d) If requested by Parent or Merger SubIn connection with the Offer, the Company will, promptly following the purchase by Merger Sub pursuant will cause its transfer agent to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect furnish to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.,

Tender Offer. (a) As promptly as practicablereasonably practicable after the date hereof, but in no event later than 10 five business days after the public announcement of the execution of this Agreement, Purchaser or Merger Sub will, and Parent will cause Merger Sub to, offer to purchase (commence the “Offer”) each outstanding share Offer for all of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant to the Offer outstanding Shares at a price of not less than $19.05 25.50 per shareShare in cash, net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s requestExhibit A, Merger Sub willand, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject only to the terms and conditions of the Offer Offer, will pay, as promptly as reasonably practicable after expiration of the Offer, for all Shares duly tendered and this Agreementnot withdrawn. Purchaser expressly reserves the right to waive any such condition other than the Minimum Condition, Merger Sub willto increase the price per Share payable in the Offer, and Parent will cause Merger Sub toto make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made to the Minimum -------- ------- Condition, and no change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer other than those set forth in Exhibit A hereto or which extends the Offer (except as set forth in the following sentence). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all shares of Common Stock the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but (x) the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent and (y) Purchaser reasonably believes that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will such extension would cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant shares to the Offer constitutes less than 90% exceed 90 percent of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Dateoutstanding Shares. (b) On The Company hereby consents to the date Offer and represents that the Board of Directors of the commencement Company has unanimously (i) determined that the Offer is fair to the holders of the Offer, Shares and the Merger Sub and Parent will file with is in the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give best interests of the Company and its counsel a reasonable opportunity to review and comment on the stockholders of the Company, (ii) approved the making of the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light purchase of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect Shares pursuant to the Offer Documents promptly after the receipt and (iii) resolved to recommend acceptance of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed by the holders of the Shares and approval of the Merger by the Company's stockholders. The Company's Board of Directors shall recommend the Transactions, in accordance with the SECprovisions of Section 6.1(a) hereof, the Company will file to its Tender Offer stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with respect the SEC as soon as practicable on the day the Offer is commenced. Purchaser agrees, as to the Offer to Purchase and related Letter of Transmittal (which together with all supplements or amendments theretoconstitute the "Offer Documents") and the Company agrees, and including all exhibits, as to the “Schedule 14D-9”), which will include a recommendation that subject to compliance by the Company’s Board Purchaser with the requirements of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form Section 6.1(c) hereof such documents shall, in all material respects respects, comply with the requirements of the Exchange Act and other applicable laws. The Company and its counsel, as to the rules Offer Documents, and regulations promulgated thereunder andthe Purchaser and its counsel, on as to the date Schedule 14D-9, shall be given an opportunity to review such documents prior to their being filed with the SEC. Neither Purchaser nor the Company shall file any of such documents with the SEC and on without the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light approval of the circumstances under other party (which they were madeshall not be unreasonably withheld). (c) In connection with the Offer, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 transfer agent for the Company Common Stock to furnish promptly to Merger Sub a list, as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholdersof a recent date, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Companyrecord holders of shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by furnish Merger Sub pursuant to the Offer with such additional information (including, without limitation, updated lists of that number holders of shares Shares and their addresses, mailing labels and lists of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent security positions) and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by such other assistance as Purchaser or Merger Sub or its affiliates their agents may reasonably request in communicating the Offer to the number record and beneficial holders of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1Shares. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have ------------ been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub will, and Parent will Purchaser shall cause Merger Sub to, to commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stockoutstanding shares of Common Stock, $0.001 par value ----- $1.00 per share (the “Common Stock”)share, of the Company tendered pursuant to Company, including the Offer associated Rights (as defined in Section 6.1(b)) (together, the "Shares") at a price of $19.05 22.00 per shareShare in cash, ------ net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the terms and conditions set forth in Schedule 1.01(a) Annex A hereto (the "Offer Conditions) (the “Offer Conditions”"). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the The initial expiration date of the Offer from time to time for up to an aggregate of ten shall ---------------- be the date twenty business days following from and including the Expiration Date if date (the "Commencement ------------ Date") the Offer Documents (as hereinafter defined) are first filed with the ---- Securities and Exchange Commission (the "SEC"). Purchaser and Merger Sub --- expressly reserve the right, in their sole discretion, to waive any condition (other than the Minimum Condition (Condition, as defined in the Offer Conditions) is not fulfilled prior and to 12:00 p.m. on set forth or change any other term and condition of the Expiration Date; providedOffer, howeverprovided that, -------- unless previously approved by the Company in writing, no event shall Merger Sub provision may be required to extend set forth or changed which decreases the Offer beyond March 31price per Share payable in the Offer, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the OfferOffer (other than by adding consideration), reduce reduces the maximum number of shares of Common Stock subject Shares to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered be purchased in the Offer, waive the Minimum Condition, or change any other terms of imposes conditions to the Offer in a manner addition to those set forth herein that are materially adverse to the holders of the Common Stock, except that Shares. Merger Sub may extend the Expiration Date to the extent required by any applicable lawcovenants and agrees that, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject subject to the terms and conditions of the Offer and this AgreementOffer, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and including but not withdrawn pursuant limited to the Offer that Merger Sub becomes obligated to Conditions, it will accept for payment, payment and pay forfor Shares as soon as it is permitted to do so under applicable law, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and provided that Merger Sub shall have the right, subject to Applicable Lawin its sole -------- discretion, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under extend the Exchange Act) for up Offer from time to 20 business days after Merger Sub’s acceptance for payment time notwithstanding the prior satisfaction of the shares of Common Stock then tendered Offer Conditions. It is agreed that the terms and not withdrawn pursuant to conditions set forth in the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay including but not limited to the Offer Consideration forConditions, all shares are for the benefit of Common Stock tendered Purchaser and not withdrawn as Merger Sub and may be asserted by Purchaser and Merger Sub regardless of the circumstances giving rise to any such Expiration Datecondition. (b) On The Company hereby approves of and consents to the date Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on March 2, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the commencement Offer and the Merger (as defined in Section 2.1), are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and Parent will file with approve this Agreement and the Securities transactions contem plated hereby; and Exchange Commission (ii) Credit Suisse First Boston (the “SEC”"Financial Advisor") their Tender has delivered to the Board of Directors of the Company ----------------- its written opinion that the consideration to be received by holders of Shares, other than Purchaser and Merger Sub, pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in a Solicitation/Recommendation Statement on Schedule TO 14D-9 (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity "Schedule 14D-9") -------------- to review and comment on the Offer Documents prior to their being be filed with the SEC upon commencement of the Offer and disseminated in the Proxy Statement referred to in Section 7.3(a). The Company hereby consents to the Company’s stockholders. Parent and Merger Sub agree that inclusion in the Offer Documents will comply (as defined in Section 1.1(c)) of the recommendations of the Board of Directors of the Company described herein. (c) Purchaser agrees, as to form the Offer to Purchase and related Letter of Transmittal (which together constitute the "Offer Documents"), and the --------------- Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects respects, comply with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange -------- Act") and other applicable laws. The Company and its counsel, and as to the Offer Documents, on the date first publishedand Purchaser and its counsel, sent or given as to the Company’s stockholdersSchedule 14D-9, will not contain any untrue statement of shall be given an opportunity to review such documents a material fact or omit reasonable time prior to state any material fact required to be stated therein or necessary in order to make their being filed with the statements thereinSEC. Purchaser, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will each agrees promptly to correct any information provided by it for use in the Offer Documents if and to or the extent Schedule 14D-9, as applicable, that such information becomes shall have become false or misleading in any material respect, and Parent Purchaser and Merger Sub will Sub, on the one hand, and the Company, on the other hand, further agree to take all steps necessary to cause the Offer Documents and the Schedule 14D-9, as the case may be, as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerapplicable federal securities laws. (d) If requested by Parent or Merger SubIn connection with the Offer, the Company will, will cause its transfer agent to furnish promptly following the purchase by to Merger Sub pursuant to the Offer a list, as of that number of shares of Common Stock whicha recent date, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares record holders of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them Shares and their nomineesaddresses, officers, directors as well as mailing labels containing the names and affiliates required by Section 14(f) addresses of all record holders of Shares and Rule 14f-1lists of security positions of Shares held in stock depositories. The Company will promptly take all actions required pursuant to Section 14(ffurnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors other assistance as is required under Section 14(f) and Rule 14f-1. (e) Following the election Purchaser or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation their agents may reasonably request in communicating the Offer to stockholders or any modification or withdrawal the record and beneficial holders of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebyShares. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but in no event No later than 10 5 business days after prior to sending a notice of redemption with respect to the public announcement 6.55% Notes, Parent shall deliver written notice to RTZA stating whether or not Parent elects to cause RTZA to commence the Tender Offer in accordance with this Article 5. (b) If Parent requests in accordance with Section 5.1(a) hereof that RTZA commence a tender offer, Parent and RTZA shall at such time agree on the price to be offered in, and the conditions to, such all-cash tender offer for all outstanding 6.55% Notes (the "Tender Offer") and, thereafter, subject to Sections 5.1(c), (e) and (f) hereof and to the receipt of the execution of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, offer written consent referred to purchase (the “Offer”) each outstanding share of the common stock, $0.001 par value per share (the “Common Stock”in Section 8.1.8(c), of RTZA shall commence the Company tendered pursuant Tender Offer. In connection therewith, RTZA shall take, or cause to the Offer at a price of $19.05 per sharebe taken, net all actions and do, or cause to the seller in cash (the “Offer Consideration”)be done, and all things necessary, proper or advisable to cause the Offer to remain open until the close of business on the twentieth business day after the commencement consummation of the Tender Offer, including the filing with the SEC, the NYSE and any other applicable governmental or regulatory authorities of a Tender Offer Statement on Schedule 14D-1 and any amendments thereto and any other offering documents required to be filed therewith (the “Expiration Date”"Schedule 14D-1"). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Tender Offer from time to time for up to an aggregate of ten shall occur at 5:00 p.m. (New York local time) on the twenty-first business days day, or if such twenty-first business day is not a Friday, on the first Friday following the Expiration Date if twenty-first business day, following the Minimum Condition commencement thereof (as defined in unless extended with the Offer Conditions) is not fulfilled prior to 12:00 p.m. on consent of the Expiration Date; providedparties hereto), howeverwhereupon, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all satisfaction of the conditions to the Offer have been satisfied (orTender Offer, to RTZA shall purchase the extent permitted by this Agreement, waived by Parent) but 6.55% Notes tendered therein in accordance with the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% terms of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Tender Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicableRTZA shall not be obligated to commence the Tender Offer unless prior thereto it shall have received a certificate from the chief financial officer of Parent, but in dated no event later earlier than the date on which Parent notifies the Company that notice of redemption of the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect 6.55% Notes is mailed to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if Trustee and to the extent that such information becomes false or misleading holders thereof in any material respectaccordance with Article 4 hereof, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholderseffect that, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders best of the Company. The Company will provide Parent and its counsel with copies of any written commentshis knowledge, and will summarize any oral comments, that the Company no event has occurred or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.is

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub will, and Parent Purchaser will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant to the Offer outstanding Shares that it currently does not directly or indirectly own at a price of $19.05 19.50 per shareShare in cash, net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (Annex A hereto. Subject to the “Offer Conditions”)terms and conditions of the Offer, Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. At The Company's Board of Directors and a majority of the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition 's Independent Directors (as defined in Section 4.2) shall recommend acceptance of the Offer Conditionsto its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (as such statement may be amended or supplemented from time to time, the "Schedule 14D- 9") is not fulfilled prior to 12:00 p.m. on be filed with the Expiration DateSecurities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, in no event that if the Company's Board of Directors or the Special Committee (the "Special Committee") composed of the Company's Independent Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall Merger Sub be required to extend the Offer beyond March 31, 2005not constitute a breach of this Agreement. Merger Sub Purchaser will not, without the prior written consent of the Company and Parent will cause Merger Sub not tothe Special Committee, decrease the Offer Consideration, price per Share or change the form of consideration payable in the Offer, reduce decrease the number of shares of Common Stock subject Shares sought or change the conditions to the Offer, change . Purchaser shall not terminate or withdraw the Offer Conditions, impose additional conditions to its obligation to consummate or extend the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms expiration date of the Offer in a manner adverse to unless at the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any expiration date of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer set forth on Annex A hereto shall not have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Dateor waived. (b) On Purchaser agrees, as to the date Offer to Purchase and related Letter of Transmittal (which together, as either of them may be amended or supplemented from time to time, constitute the commencement "Offer Documents"), and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations promulgated thereunderthereunder and other applicable laws. The Company and its counsel, and as to the Offer Documents, on the date first publishedand Purchaser and its counsel, sent or given as to the Company’s stockholdersSchedule 14D-9, will not contain any untrue statement of a material fact or omit shall be given an opportunity to state any material fact required review such documents prior to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be their being filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed In connection with the SECOffer, the Company will file cause its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect Transfer Agent to the Offer (together with all supplements or amendments theretofurnish promptly to Purchaser a list, and including all exhibitsas of a recent date, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act record holders of Shares and their addresses, as well as mailing labels containing the rules names and regulations promulgated thereunder and, on the date filed with the SEC addresses of all record holders of Shares and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement lists of a material fact or omit to state any material fact required to be stated therein or necessary security positions of Shares held in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Companystock depositories. The Company will provide Parent furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and its counsel with copies their addresses, mailing labels and lists of any written comments, security positions) and will summarize any oral comments, that the Company such other assistance as Purchaser or its counsel agents may receive from reasonably request in communicating the SEC or its staff with respect Offer to the Schedule 14D-9 promptly after the receipt record and beneficial holders of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the OfferShares. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicableProvided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, but in no event later than 10 within five business days after the public announcement of the execution of this Agreement, Merger Purchaser Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the outstanding shares of ----- common stock, par value $0.001 par value per share (the “Common Stock”"Shares"), of the Company at a ------ price of $16.00 per Share in cash, net to the seller, which Offer shall have an initial expiration date not later than twenty (20) business days after the commencement of the Offer. The obligation of Purchaser Sub to accept for payment and pay for Shares tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the satisfaction or waiver of the conditions to the Offer set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”)Annex A hereto. At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if It is agreed that the Minimum Condition (as defined in Annex A) and the other conditions set forth in Annex A hereto are for the sole benefit of Purchaser Sub and may be asserted by Purchaser Sub regardless of the circumstances giving rise to any such condition unless the Purchaser, Purchaser Sub or their Affiliates shall have caused the circumstances giving rise to such condition. Purchaser Sub expressly reserves the right in its sole discretion to waive, in whole or in part, at any time or from time to time, any such condition (other than the Minimum Condition, which may not be waived without the prior written consent of the Company), to increase the price per Share payable in the Offer Conditions) is not fulfilled prior or to 12:00 p.m. on make any other changes in the Expiration Date; providedterms and conditions of the Offer, howeverprovided that, unless previously approved by the Company in writing, no event shall Merger Sub change -------- may be required to extend made that decreases the Offer beyond March 31price per Share payable in the Offer, 2005. Merger Sub will notreduces the Minimum Condition, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the Offer, reduce reduces the maximum number of shares of Common Stock subject Shares to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered be purchased in the Offer, waive the Minimum Condition, or change any other terms of imposes conditions to the Offer in a addition to those set forth in Annex A hereto or amends or modifies such conditions in any manner adverse to the holders of the Common StockShares. Purchaser Sub covenants and agrees that, except that Merger Sub may extend the Expiration Date subject to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreementset forth in Annex A hereto, Merger Purchaser Sub will, and Parent will cause Merger Sub to, shall accept for payment, payment and pay for, all shares of Common Stock for Shares that have been validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated as soon as it is permitted to accept for paymentdo so under applicable law; provided that, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but if the number of shares of Common Stock Shares that have been validly tendered and not withdrawn pursuant to the Offer constitutes represent less than 90% of the shares of Common Stock then outstandingShares outstanding on a fully diluted basis, without Purchaser Sub may extend the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for Offer up to 20 the fifth business days after Merger Sub’s acceptance for payment of day following the shares of Common Stock then tendered and not withdrawn pursuant date on which all conditions to the Offer, in which event Parent Offer shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Datefirst have been satisfied or waived. (b) On Purchaser agrees, as to the date offer to purchase and related letter of transmittal (which together constitute the "Offer Documents") and the Company --------------- agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the commencement Securities Exchange Act of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission 1934 (the “SEC”"Exchange Act") their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”)rules and regulations thereunder and other ------------ applicable laws. Merger Sub and Parent will give the The Company and its counsel a reasonable counsel, as to the Offer Documents, and Purchaser Sub and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review and comment on the Offer Documents such documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed In connection with the SECOffer, the Company will file cause its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect transfer agent to the Offer (together with all supplements or amendments theretofurnish promptly to Purchaser Sub a list, and including all exhibitsas of a recent date, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act record holders of Shares and their addresses, as well as mailing labels containing the rules names and regulations promulgated thereunder and, on the date filed with the SEC addresses of all record holders of Shares and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement lists of a material fact or omit to state any material fact required to be stated therein or necessary security positions of Shares held in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Companystock depositories. The Company will provide Parent furnish Purchaser Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or Purchaser Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser Sub and its counsel with copies of Affiliates and Associates shall hold in confidence the information contained in any written commentssuch labels, listings and files, will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors only in connection with the transactions contemplated herebyOffer and the Merger, or any waiver of any of the Company’s rights under and, if this Agreement shall be terminated, will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of deliver to the Company are all copies of such information then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebytheir possession. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly soon as practicablepracticable (but not prior to January 5, but 2004), the Stockholders will cause the Company to (i) commence a tender offer and consent solicitation (the "Tender Offer") pursuant to the applicable rules of the Exchange Act for all outstanding 11-5/8% Notes, which shall be conducted in accordance with customary debt tender and exit consent procedures in form and substance reasonably satisfactory to the Buyer and the Company, (ii) keep such Tender Offer open for at least twenty Business Days prior to the Closing Date, (iii) provide in such Tender Offer for a "make-whole" premium equal to (x) 105.813% of the principal amount of the Notes plus all scheduled interest payments due on the Notes from the date specified for the closing of the Tender Offer to January 1, 2005 discounted a rate of interest equal to the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year plus 50 basis points over (y) the principal amount of the Notes, (iv) condition receipt of the Tender Offer consideration by each holder on the execution by the holder receiving such consideration of a consent to an amendment to the 11-5/8% Note Indenture in form and substance reasonably satisfactory to the Buyer and the Company and (v) use commercially reasonable efforts to consummate the Tender Offer on the Closing Date on the terms set forth above. The Company and the Buyer will cooperate with one another in connection with the preparation of all filings, mailings or other submissions to be made in connection with the Tender Offer. The Stockholders shall bear the cost of the premium to be paid in clause (iii) above and any costs and expenses related to the Tender Offer; provided, that the Stockholders shall in no event later than 10 days after the public announcement be required to pay a "make-whole" premium in excess of the execution amount set forth in clause (iii) above (and the failure to agree to do so shall not be a breach of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, offer to purchase (the “Offer”) each outstanding share of the common stock, $0.001 par value per share (the “Common Stock”), any covenant or agreement of the Company tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration DateStockholders). (b) On If at any time prior to the date Closing any information relating to the Company or any Company Subsidiary, or any of its affiliates, officers, directors or employees should be discovered by the Company or any Company Subsidiary that should be set forth in an amendment or supplement to the documents filed or mailed in respect of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree so that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in notify the Offer Documents if and to the extent that such information becomes false or misleading in any material respectBuyer and, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub law, rules or regulations, an appropriate amendment or supplement describing such information will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder prepared and, on the date if required, filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and and/or disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders holders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer11-5/8% Notes. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Provided that this Agree- ------------ ment shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub will, and Parent will cause Merger Sub to, com- mence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant to the Offer outstanding Shares that neither it nor Purchaser currently directly or indirectly owns at a price of $19.05 15.25 per shareShare in cash, net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (Annex A hereto. Subject to the “Offer Conditions”). At terms and conditions of the Company’s requestOffer, Merger Sub will, will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and Parent will cause Merger Sub to, extend a majority of the expiration date Company's Independent Directors (as defined below) shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (as such statement may be amended or supplemented from time to time for up time, the "Schedule 14D-9") to an aggregate be filed with the Securities and Exchange Commission (the "SEC") upon commencement of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration DateOffer; provided, however, in no event that if the -------- ------- Company's Board of Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall Merger Sub be required to extend the Offer beyond March 31, 2005not constitute a breach of this Agreement. Merger Sub will not, and Parent will cause Merger Sub not to, without the prior written consent of the Company decrease the Offer Consideration, price per Share or change the form of consideration payable in the Offer, reduce decrease the number of shares of Common Stock subject Shares sought or change the conditions to the Offer, change . Merger Sub shall not terminate or withdraw the Offer Conditions, impose additional conditions to its obligation to consummate or extend the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms expiration date of the Offer in a manner adverse to unless at the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any expiration date of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer set forth on Annex A hereto shall not have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Dateor waived. (b) On the date of the commencement of the Offer, Purchaser and Merger Sub agree, as to the Offer to Purchase and Parent will file related Letter of Transmittal (which together, as either of them may be amended or supplemented from time to time, constitute the "Offer Documents"), and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations promulgated thereunderthereunder and other applicable laws. The Company and its counsel, and as to the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent and Purchaser or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will notand its counsel, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and as to the extent that Schedule 14D-9, shall be given an opportunity to review such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary documents prior to cause the Offer Documents as so corrected to be their being filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed In connection with the SECOffer, the Company will file cause its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect Transfer Agent to the Offer (together with all supplements or amendments theretofurnish promptly to Merger Sub a list, and including all exhibitsas of a recent date, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act record holders of Shares and their addresses, as well as mailing labels con- taining the rules names and regulations promulgated thereunder and, on the date filed with the SEC addresses of all record holders of Shares and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement lists of a material fact or omit to state any material fact required to be stated therein or necessary security positions of Shares held in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Companystock depositories. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by furnish Merger Sub pursuant to the Offer with such additional information (including, but not limited to, updated lists of that number holders of shares Shares and their addresses, mailing labels and lists of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent security positions) and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by such other assistance as Purchaser or Merger Sub or its affiliates their agents may reasonably request in communicating the Offer to the number record and beneficial holders of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1Shares. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto (the "Offer Conditions") shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the outstanding shares of common stock, $0.001 par value $0.01 per share (the “Common Stock”"Shares"), of the Company at a price of $4.00 per Share in cash, net to the seller. The obligation of Merger Sub to accept for payment and pay for any Shares tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the conditions set forth in Schedule 1.01(a) (satisfaction or waiver of the Offer Conditions) (the “Offer Conditions”). At the Company’s request, It is understood and agreed that Merger Sub will, and Parent will cause Merger Sub to, may from time to time extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any after all of the Offer Conditions are not satisfiedhave been satisfied or waived for a period of up to thirty (30) business days (or a greater period with the consent of the Company) if it reasonably determines such extension is appropriate in order to enable it to purchase at least 90% of the outstanding Shares in the Offer. Subject to the terms and conditions of the Offer and this AgreementOffer, Merger Sub will, and Parent will cause Merger Sub to, accept promptly pay for payment, and pay for, all shares of Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes it is obligated to accept for payment, and pay for, pursuant to the Offer promptly purchase thereunder as soon as practicable after the expiration of the Offer. Without the prior written consent The Company's Board of Directors shall recommend acceptance of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions "Schedule 14D-9") to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file be filed with the Securities and Exchange Commission (the “"SEC”") their Tender Offer Statement on Schedule TO (together with all supplements or amendments theretoupon commencement of the Offer; provided, and including all exhibitshowever, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to that the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s 's Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to may thereafter amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed withdraw its recommendation in accordance with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the OfferSection 7.2. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but in no event later than 10 five business days after the public announcement of the execution of this Agreement, Merger Sub will, and the Parent will cause Merger Sub to, offer to purchase (( the “"Offer”") each outstanding share of the common stockCommon Stock, $0.001 0.01 par value per share (the “"Common Stock”"), of the Company, including the associated Company Right (as defined in Section 3.06) (together with the Company Right, "Company Stock"), tendered pursuant to the Offer at a price of $19.05 20.50 per share, net to the seller in cash (the “Offer Consideration”)cash, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer September 16, 1997 (the “"Expiration Date”"). The obligations of Merger Sub and the Parent to consummate the Offer and to accept for payment and purchase the Common Company Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “"Offer Conditions”"). At the Company’s 's request, Merger Sub will, and the Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition condition set forth in clause (as defined in 1) of the first paragraph of the Offer Conditions) Conditions is not fulfilled prior to 12:00 5:00 p.m. on the Expiration Date; provided, however. The Parent further agrees that, in no the event that it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in paragraphs (a), (b), or (c) of clause (2) of the Offer Conditions to be satisfied or waived and it is reasonably likely that such failure can be cured on or before October 14, 1997, it shall Merger Sub be required to give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is or conditions are satisfied or waived and (2) the date chosen by the Company which shall not be later than the earlier of (x) October 14, 1997 or (y) the earliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that, if such condition or conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), the Company may request further extensions of the Offer not beyond March 31October 14, 20051997. Merger Sub will not, and the Parent 8/12/97 will cause Merger Sub not to, decrease the Offer Considerationprice payable in the Offer, change the form of consideration payable in the Offer, reduce the number of shares of Common Company Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Company Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Company Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) law or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub willshall, and the Parent will shall cause Merger Sub to, accept for payment, and pay for, all shares of Common Company Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. Without ; except that, without the prior written consent of the Company, Merger Sub will shall not, and the Parent will shall cause Merger Sub not to, accept for payment, or pay for, any shares of Common Company Stock so tendered unless the Minimum Condition will (as defined in the Offer Conditions) shall have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and the Parent will file with the Securities and Exchange Commission (the “"SEC”") their Tender Offer Statement on Schedule TO 14D-1 (together with all supplements or amendments thereto, and including all exhibits, the “"Offer Documents”"). Merger Sub and the Parent will give the Company and its counsel a reasonable opportunity to review and comment on upon the Offer Documents prior to their being filed with the SEC and or disseminated to the Company’s 's stockholders. The Parent and Merger Sub agree that the Offer Documents will shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent sent, or given to the Company’s 's stockholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes shall have become false or misleading in any material respect, and the Parent and Merger Sub will further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s 's stockholders, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent and Merger Sub will agree to provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that comments the Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which the Parent notifies shall have notified the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “"Schedule 14D-9”"), which will shall include a recommendation by the Company’s 's Board of Directors that the Company’s 's stockholders accept the Offer and tender their Common Company Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent sent, or given to the Company’s 's stockholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by the Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, the Parent, and Merger Sub will agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes shall have become false or misleading in any material respect, and the Company will further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s 's stockholders, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent and its counsel will shall be given reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC and or dissemination to stockholders of the Company. The Company will agrees to provide the Parent and its counsel with copies of any written comments, and will summarize any oral comments, that comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s 's Board of Directors has resolved to recommend that the Company’s 's stockholders accept the Offer and tender their Common Company Stock pursuant to the OfferOffer and has received an opinion from Dona▇▇▇▇▇ ▇▇▇k▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation ("DLJ") that, as of the date of such opinion, the consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view. (d) If requested by the Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Company Stock which, when aggregated with the shares of Common Company Stock then owned by the Parent and any of its affiliates, represents at least a majority of the shares of Common Company Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Company Stock beneficially owned by Merger Sub or its affiliates to at the time of such purchase over the number of shares of Common Company Stock then outstanding. In furtherance thereof, the Company will, if practicable and as will take whatever action is necessary, amend including but not limited to amending the Company’s bylaws 's bylaws, to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, as is necessary to permit that number of Merger Sub’s 's designees to be elected to the Company’s 's Board of Directors; provided that, prior to the Effective Time, the Company’s 's Board of Directors will always have at least two members who are not officers, designees, stockholders, or affiliates of Merger Sub ("Independent Directors"). All of the Independent Directors will be individuals who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”)directors. The Company’s 's obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act Act, and Rule 14f-1 promulgated thereunder. The Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors directors, and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this this Section 1.01 and (provided that Merger Sub has furnished shall have provided to the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s 's designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s 's designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or the Parent under this Agreement (except as expressly permitted hereunder)Agreement, any recommendation to stockholders or any modification or withdrawal of any such recommendation, any the retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s 's rights under this Agreement will require the concurrence of a majority of the Continuing Independent Directors, unless no individuals who are currently directors of the Company are then serving as wish to be directors. In addition, the Continuing Independent Directors will shall have the right to retain, at the expense of the Company, one separate firm of counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Lawapplicable law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (ai) As promptly as practicable, but The Merger Agreement and all related documentation shall have been duly executed and delivered by the parties thereto in no event later than 10 days after the public announcement of the execution of this Agreement, Merger Sub will, form and Parent will cause Merger Sub to, offer to purchase (the “Offer”) each outstanding share of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant substance reasonably satisfactory to the Offer at a price of $19.05 per shareAdministrative Agent and the Lenders, net to (ii) the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the material conditions to the Tender Offer specified in the Tender Offer Documents (as in effect on the date hereof) shall have been and shall continue to be satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with respects, (iii) the Securities Exchange Act of 1934Acquisition Documents shall not have been amended, as amended (the “Exchange Act”)supplemented, and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent waived or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading otherwise modified in any material respect, and Parent and Merger Sub will take all steps necessary to cause except as contemplated by subsection 8.16, (iv) the Offer Documents as so corrected obligations of the parties thereto to be filed with the SEC and the other Offer Documents as so corrected to be disseminated performed at or prior to the Company’s stockholders, in each case as acceptance and to purchase of the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Tendered Shares (c) As promptly as practicable, but in no event later other than the date on which Parent notifies payment of the Company that purchase price for the Offer Documents initially are Tendered Shares) shall have been performed or complied with by AcquisitionCo and Premisys, except where the failure so to comply or perform could not reasonably be filed with expected to have a Material Adverse Effect, (v) the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that of Premisys shall have approved and/or recommended the Company’s stockholders accept Acquisition to the Offer and tender their Common Stock shareholders of Premisys, (vi) the portion of the Shares beneficially owned by AcquisitionCo, together with the portion of the Shares accepted for payment pursuant to the Tender Offer. The Company agrees that , is not less than the Schedule 14D-9 will comply as amount necessary to form in all material respects with permit the requirements Merger to be consummated without the affirmative vote of any shareholders other than the Exchange Act Borrower and the rules its Subsidiaries and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will there shall not contain any untrue statement of have been a material fact or omit to state any material fact required to be stated therein or necessary change in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereofShares since June 25, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 1999 and (provided Merger Sub has furnished vii) AcquisitionCo shall have accepted all Tendered Shares for purchase, shall have deposited the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time funds necessary for the performance purchase of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection Tendered Shares with the transactions contemplated hereby, or any waiver of any of depositary and instructed the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right depositary to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebypromptly pay for such Tendered Shares. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (ai) As Provided that this Agreement shall not have been terminated in accordance with Section X hereof, as promptly as practicable, practicable (but in no event later than 10 eight (8) business days after the public announcement of following the execution and delivery of this Agreement, Merger Sub willunless the Company and the Purchaser have otherwise agreed), and Parent Purchaser will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for up to 1,959,886 Shares (representing 75% of the common stock, $0.001 par value per share (the “Common Stock”), of Shares currently outstanding as represented by the Company tendered pursuant to the Offer in Section III.D) at a price of $19.05 1.525 per shareShare, net to the seller in cash (as such Offer may be amended in accordance with the “terms of this Agreement) (the "Offer Consideration”Price"), and to cause the which Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the terms and conditions set forth in Schedule 1.01(a) Annex A hereto (the "Offer Conditions) (the “Offer Conditions”"). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the The initial expiration date of the Offer from time to time for up to an aggregate of ten shall be the date 20 business days following from and including the Expiration Date if date (the Minimum Condition "Commencement Date") the Offer is commenced (as defined in accordance with the applicable regulations). Purchaser expressly reserves the right, in its sole discretion, to waive any condition and to set forth or change any other term or condition of the Offer, provided that, unless previously approved by the Company in writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; providedOffer, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the OfferOffer (other than by adding consideration), reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional or imposes conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner addition to those set forth herein that are materially adverse to the holders of the Common StockShares. Purchaser covenants and agrees that, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions and this Agreementthe provisions regarding proration of the Shares to be purchased, Merger Sub will, and Parent it will cause Merger Sub to, accept for payment, payment and pay for, for all shares of Common Stock Shares validly tendered and not withdrawn pursuant that it is obligated to purchase (i.e., if at least 1,959,886 Shares are tendered, then 1,959,886 Shares will be purchased), as soon as it is permitted to do so under applicable law. Purchaser shall have the right, in its sole discretion, to extend the Offer that Merger Sub becomes obligated from time to accept for paymenttime; provided, and pay forhowever, pursuant to that, without the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub Purchaser cannot to, accept extend the Offer for payment, more than five business days unless applicable laws or pay for, any shares of Common Stock regulations so tendered unless require or a condition which is a prerequisite to fixing the Minimum Condition will have Closing Date has not been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, Price may be increased and the Offer may be extended to the extent permitted required by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, law in connection with such increase in each case without the consent of the Company. (ii) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors (the "Board"), Parent at a meeting duly called and Merger Sub shall have held on December 19, 2000, unanimously (A) determined that this Agreement and the righttransactions contemplated hereby, including the Offer, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including the Offer, and (C) resolved to recommend, subject to Applicable Lawits continued fiduciary duties, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under that the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment stockholders of the shares Company accept the Offer and tender their Shares to Purchaser; and (ii) Cronkite & Kissell (the "Finan▇▇▇▇ ▇▇vis▇▇") ▇elivered to the Board on December 28, 2000, its opinion that the consideration to be received by holders of Common Stock then tendered and not withdrawn Shares pursuant to the OfferOffer is fair to such holders and the Company from a financial point of view and such opinion has not been revoked or withdrawn. The Company has been authorized by the Financial Advisor (such consent not to be unreasonably withdrawn), in which event Parent shall (1) give the required notice to include a copy of such subsequent offering period and fairness opinion (2or a reference thereto) immediately accept for payment, and promptly pay in a Solicitation/Recommendation Statement on Schedule 14D-9 (the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b"Schedule 14D-9") On the date of the commencement of the Offer, Merger Sub and Parent will file to be filed with the Securities and Exchange Commission ("SEC") upon commencement of the “SEC”Offer. The Company hereby consents to the inclusion in the Offer Documents (as defined in Section 1.A(iii)) their of the recommendations of the Board described herein. (iii) On the date the Offer is commenced, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements or amendments thereto and including the exhibits thereto, and including all the "Schedule TO"). The Schedule TO will include, as exhibits, the “Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents”"). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the The Offer Documents will comply as to form in all material respects with the Securities Exchange Act provisions of 1934applicable federal securities laws and, as amended (on the “Exchange Act”), date filed with the SEC and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders's shareholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to the information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company Purchaser further agrees that any such information supplied by the Company that is included in to use commercially reasonable efforts to cause the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary filed with the SEC and to make the statements thereinbe disseminated to holders of Shares, in light of each case as and to the circumstances under which they were madeextent required by applicable federal securities laws. Purchaser, not misleading. Each of Parent, Merger Subon the one hand, and the Company will Company, on the other hand, agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes it shall have become false or and misleading in any material respect, respect and Parent and Merger Sub will take all steps necessary Purchaser further agrees to use commercially reasonable efforts to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of the Company’s stockholdersShares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the Exchange Actopportunity to review the initial Schedule TO, and any and all amendments thereto, before they are filed with the SEC. Parent and Merger Sub will In addition, Purchaser agrees to provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, comments or other communications that Parent, Merger Sub, Purchaser or their its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications. (civ) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed Concurrently with the SECcommencement of the Offer, the Company will shall file its Tender Offer with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect which, subject to the Offer terms of this Agreement, shall contain the recommendation referred to in clause (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board C) of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the OfferSection 1.A(ii) hereof. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s 's stockholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub Purchaser in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in The Company further agrees to use commercially reasonable efforts to cause the Schedule 14D-9 will notto be filed with the SEC and to be disseminated to holders of Shares, at the time such information is furnished in each case as and to the extent required by applicable federal securities laws. The Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make on the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parentone hand, and Merger Sub will Purchaser, on the other hand, agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes it shall have become false or and misleading in any material respect, respect and the Company will take all steps necessary further agrees to amend or supplement the Schedule 14D-9 and use commercially reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Company’s stockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Parent Purchaser and its counsel will shall be given reasonable the opportunity to review the initial Schedule 14D-9, and comment on the Schedule 14D-9 prior to its filing any and all amendments thereto, before they are filed with the SEC and dissemination SEC. In addition, the Company agrees to stockholders of the Company. The Company will provide Parent Purchaser and its counsel with copies of any written comments, and will summarize any oral comments, comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offercomments or other communications. (dv) If requested by Parent or Merger SubIn connection with the Offer, the Company willwill promptly furnish or cause to be furnished to Purchaser, promptly following security position listings and any available listing or computer file containing the purchase by Merger Sub pursuant names and addresses of the record holders of the Shares as of the most recent practicable date, and shall furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors stockholders of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but in no event later than 10 days after the public announcement of practicable following the execution of this Agreementhereof, Merger Sub will, Parent and Parent Sub will cause Merger Sub to, offer to purchase amend the Initial Offer (the “Initial Offer as amended, the "Offer”") each outstanding share to provide (i) for a purchase price per Share (including the associated Rights) of the common stock, $0.001 par value per share 61.00 (the “Common Stock”"Per Share Price"), (ii) for the period the Offer is to remain open to be shortened to provide for the expiration of the Company tendered pursuant to the Offer at a price 12:00 midnight on Friday, December 20, 1996 and (iii) for the consummation of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions (the "Offer Conditions") set forth in Schedule 1.01(a) on Annex A hereto (Offer Conditions) (collectively, the “Offer Conditions”"Amendments"). At Without the prior written consent of the Company’s request, Merger neither Parent nor Parent Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if shall (i) change or waive the Minimum Condition (as defined in Annex A), (ii) reduce the Offer Conditionsnumber of Shares subject to the Offer, (iii) is not fulfilled prior reduce the price per Share to 12:00 p.m. on be paid pursuant to the Expiration Date; providedOffer, however, in no event shall Merger Sub be required to (iv) extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease if all of the Offer ConsiderationConditions have been satisfied or waived, (v) change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject (vi) amend, modify, or add to the OfferOffer Conditions (provided, change the Offer Conditions, impose additional that Parent or Parent Sub in its sole discretion may waive any such conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive other than the Minimum Condition, ) or change (vii) amend any other terms term of the Offer in a manner adverse to the holders of the Common StockShares. Notwithstanding the foregoing, except that Merger Parent and Parent Sub may may, without the consent of the Company, (A) extend the Expiration Date to Offer, if at the extent scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any applicable law, statute, rule, regulation, codeinterpretation or position of the SEC or any other governmental authority or agency (domestic, orderforeign or supranational) applicable to the Offer, judgmentand (C) extend the Offer for any reason on one or more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clauses (A) and (B) of this sentence; and, injunction, writ, decree, license or permit if at any scheduled expiration date of any Governmental Authority (“Applicable Law”) or if the Offer any of the Offer Conditions have not been satisfied or waived by Parent or Parent Sub but are not satisfiedcapable of being satisfied in the reasonable opinion of Parent and Parent Sub, on the written request of the Company, Parent Sub shall from time to time extend the Offer for up to twenty business days in the aggregate from the originally scheduled expiration date thereof. Subject to the terms and conditions of the Offer and this AgreementOffer, Merger Parent Sub will, and Parent will cause Merger Sub to, accept promptly pay for payment, and pay for, all shares of Common Stock validly Shares tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly as soon as practicable after the expiration of the Offer. Without the prior written consent The obligation of the Company, Merger Parent Sub will not, and Parent will cause Merger Sub not to, to accept for payment, or payment and pay for, any shares of Common Stock so for Shares tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% shall be subject only to the satisfaction or waiver of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration DateConditions. (b) On The Company hereby consents to the date Offer and the Merger (as defined in Section 2.1 hereof) and represents and warrants that (A) the Company Board (except for ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇-Nominated Directors"), who abstained), at a meeting duly called and held, has (i) duly approved the adoption of this Agreement and the consummation of the commencement transactions contemplated hereby, including, without limitation, the making of the Offer, (ii) by unanimous vote, (w) determined that the Offer and the Merger are in the best interests of the stockholders of the Company, (x) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the General Corporation Law of the State of Delaware (the "DGCL")) contained in this Agreement by such stockholders of the Company, (y) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger and the acquisition of Shares pursuant to the Offer and (z) taken any action necessary (1) to render the Rights Agreement inapplicable with respect to the Offer, the Merger, this Agreement and the other transactions contemplated hereby, (2) to ensure that none of Parent, Parent Sub or Merger Sub (as defined in Section 2.1) or any of their Affiliates or Associates (each as defined in the Rights Agreement) is or will be considered to be an Acquiring Person (as defined in the Rights Agreement) and (3) to ensure that none of a Distribution Date, Triggering Event or Shares Acquisition Date (each as defined in the Rights Agreement) occurs or shall occur by reason of the announcement or consummation of the Offer, the Merger or the execution or delivery of this Agreement or the consummation of any of the other transactions contemplated hereby and (B) ▇▇▇▇▇▇, Read & Co. Inc., the Company's independent financial advisor, has advised the Company Board that, in its opinion, the consideration to be paid to the Company's stockholders (other than Parent, Parent Sub, Merger Sub or any of their affiliates) in the Offer and the Merger is fair, from a financial point of view, to such stockholders. (c) As soon as practicable after the date hereof, Parent and Parent Sub will file with the Securities and Exchange Commission (SEC an amendment to the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibitsSchedule14D-1 which reflects the Amendments. As soon as practicable after the date hereof, the “Offer Documents”). Merger Sub Company Board shall file with the SEC an amendment to the Schedule 14D-9 which contains the recommendations described in Section 1.1(b)(ii)(x) and Parent will give the Company and its counsel a reasonable opportunity hereby consents to review and comment on the inclusion of such recommendations in the Offer Documents prior (as defined in Section 1.1(d)) and to their being filed the inclusion of a copy of the Schedule 14D-9 with the SEC and disseminated Offer Documents mailed or furnished to the Company’s 's stockholders. Notwithstanding anything to the contrary in this Agreement, the Company Board may withdraw, modify or amend its recommendation if in the reasonable opinion of the Company Board, after consultation with counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement. (d) Parent and Merger Parent Sub agree that the Offer Documents will comply agree, as to form the Schedule 14D-1, the offer to purchase and related letter of transmittal (collectively, the "Offer Documents"), and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects respects, comply with the requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations promulgated thereunderthereunder and other applicable laws. Parent, Parent Sub and the Company each agree that none of the information supplied by them in writing for inclusion in the Offer DocumentsDocuments and the Schedule 14D-9 will, on at the date respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published, published or sent or given to the Company’s stockholdersholder of Shares, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, Parent Sub and the Company will further agree to promptly correct any information provided by it them for use in the Offer Documents or the Schedule 14D-9 if and to the extent that such information becomes it shall have become false or misleading in any material respect, respect and Parent and Merger Parent Sub will agree, as to the Offer Documents, and the Company agrees, as to the Schedule 14D-9, to take all steps necessary to cause the Offer Documents such documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholdersholders of Shares, in each case case, as and to the extent required by the Exchange Actapplicable laws. Parent and Merger Sub will provide the The Company and its counsel with copies of any written commentscounsel, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect as to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments theretoDocuments, and including all exhibitsParent and Parent Sub and its counsel, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will shall be given reasonable an opportunity to review and comment on the Schedule 14D-9 upon such documents prior to its filing their being filed with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1SEC. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in In connection with the transactions contemplated herebyOffer, or any waiver the Company will cause its transfer agent to furnish promptly to Parent Sub a list, as of any a recent date, of the Company’s rights under this Agreement record holders of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will require furnish Parent Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Parent Sub or their agents may reasonably request in communicating the concurrence Offer to the record and beneficial holders of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebyShares. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in paragraphs (a) As promptly through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, but and in no any event later than 10 days within five Business Days after the public announcement of the execution of this Agreement, Merger Sub willwill commence, and Parent will cause Merger Sub towithin the meaning of Rule 14d-2 under the Exchange Act (as defined below), a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stockoutstanding Shares (as defined below) at a price of $12.50 per Share in cash, $0.001 par value per share (net to the “Common Stock”)seller, and, subject only to and in accordance with the terms and conditions of the Company Offer, accept for payment Shares that are validly tendered pursuant to the Offer at a price and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of $19.05 per share(i) the date on which the waiting period under the HSR Act has expired or has been terminated, net (ii) the date on which the waiting period under the Exon-Flor▇▇ ▇▇▇ndment to the seller in cash (the “Offer Consideration”)Omnibus Trade and Competitiveness Act of 1988 has expired or has been terminated, and to cause the Offer to remain open until the close of business on (iii) 6 the twentieth business day Business Day after the commencement of the Offer, unless this Agreement is terminated in accordance with Section 10, in which case the Offer (whether or not previously extended in accordance with the “Expiration Date”). The obligations terms hereof) shall expire on such date of termination; provided, however, and notwithstanding anything to the contrary in the foregoing, Parent and Merger Sub and Parent to consummate agree that unless the Company is in material breach of this Agreement, if any of the Offer and to accept for payment and purchase Conditions specified in paragraphs (a) or (c) of Annex A exists at the Common Stock tendered in time of the Offer will be subject only to scheduled expiration date of the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s requestOffer, Merger Sub willshall from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond June 30, 2000, and, provided, further, it is understood and agreed that unless Parent will cause or Merger Sub tois in material breach of this Agreement (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer from (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to time exceed ten Business Days for up to an aggregate any particular extension): (i) for any period required by any rule, regulation, interpretation or position of ten business days following the Expiration Date if the Minimum Condition SEC (as defined in the Offer Conditionsbelow) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject or its staff applicable to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept (ii) for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent period required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority law and (“Applicable Law”C) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock on such expiration date there shall have been validly tendered and not withdrawn pursuant to more than 50%, but less than 80%, of the outstanding number of Shares, for an aggregate period of twenty days beyond the latest expiration date that would be permitted under this sentence; provided, further, that all extensions of the Offer that made by Merger Sub becomes obligated to accept for payment, and pay for, pursuant to (other than at the request of the Company) shall not extend the Offer promptly after the expiration of the Offerbeyond June 30, 2000. Without Merger Sub shall not, without the prior written consent of the Company, Merger Sub will notdecrease the price per Share offered in the Offer, and Parent will cause Merger Sub not tochange the form of consideration offered or payable in the Offer, accept for paymentdecrease the numbers of Shares sought in the Offer, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of change the conditions to the Offer have been satisfied (orOffer, impose additional conditions to the extent permitted by this AgreementOffer, waived by Parent) but amend any term of the number Offer, in each case, in any manner adverse to the holders of shares of Common Stock validly tendered and not withdrawn Shares or waive the Minimum Conditions (as defined in Annex A). Notwithstanding the above, in the event that Merger Sub has not, on or before June 30, 2000, accepted pursuant to the Offer constitutes less for payment more than 9050% of the shares of Common Stock then outstanding, without the consent outstanding Shares of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” Company (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis), take all reasonable actions necessary to cause persons designated then the Agreement may be terminated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of either Parent or the Company, except to the extent that no ; unless such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board purchase shall not have occurred because of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination material breach of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under party seeking to terminate this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebyAgreement. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicableProvided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, but in no event later than 10 within five business days after the public announcement of the execution of this Agreement, Merger Purchaser Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the outstanding shares of common stock, par value $0.001 par value per share (the “Common Stock”"Shares"), of the Company at a price of $16.00 per Share in cash, net to the seller, which Offer shall have an initial expiration date not later than twenty (20) business days after the commencement of the Offer. The obligation of Purchaser Sub to accept for payment and pay for Shares tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the satisfaction or waiver of the conditions to the Offer set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”)Annex A hereto. At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if It is agreed that the Minimum Condition (as defined in Annex A) and the other conditions set forth in Annex A hereto are for the sole benefit of Purchaser Sub and may be asserted by Purchaser Sub regardless of the circumstances giving rise to any such condition unless the Purchaser, Purchaser Sub or their Affiliates shall have caused the circumstances giving 2 rise to such condition. Purchaser Sub expressly reserves the right in its sole discretion to waive, in whole or in part, at any time or from time to time, any such condition (other than the Minimum Condition, which may not be waived without the prior written consent of the Company), to increase the price per Share payable in the Offer Conditions) is not fulfilled prior or to 12:00 p.m. on make any other changes in the Expiration Date; providedterms and conditions of the Offer, howeverprovided that, unless previously approved by the Company in writing, no event shall Merger Sub change may be required to extend made that decreases the Offer beyond March 31price per Share payable in the Offer, 2005. Merger Sub will notreduces the Minimum Condition, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the Offer, reduce reduces the maximum number of shares of Common Stock subject Shares to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered be purchased in the Offer, waive the Minimum Condition, or change any other terms of imposes conditions to the Offer in a addition to those set forth in Annex A hereto or amends or modifies such conditions in any manner adverse to the holders of the Common StockShares. Purchaser Sub covenants and agrees that, except that Merger Sub may extend the Expiration Date subject to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreementset forth in Annex A hereto, Merger Purchaser Sub will, and Parent will cause Merger Sub to, shall accept for payment, payment and pay for, all shares of Common Stock for Shares that have been validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated as soon as it is permitted to accept for paymentdo so under applicable law; provided that, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but if the number of shares of Common Stock Shares that have been validly tendered and not withdrawn pursuant to the Offer constitutes represent less than 90% of the shares of Common Stock then outstandingShares outstanding on a fully diluted basis, without Purchaser Sub may extend the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for Offer up to 20 the fifth business days after Merger Sub’s acceptance for payment of day following the shares of Common Stock then tendered and not withdrawn pursuant date on which all conditions to the Offer, in which event Parent Offer shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Datefirst have been satisfied or waived. (b) On Purchaser agrees, as to the date offer to purchase and related letter of transmittal (which together constitute the "Offer Documents") and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the commencement Securities Exchange Act of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission 1934 (the “SEC”"Exchange Act") their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”)rules and regulations thereunder and other applicable laws. Merger Sub and Parent will give the The Company and its counsel a reasonable counsel, as to the Offer Documents, and Purchaser Sub and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review and comment on the Offer Documents such documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed In connection with the SECOffer, the Company will file cause its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect transfer agent to the Offer (together with all supplements or amendments theretofurnish promptly to Purchaser Sub a list, and including all exhibitsas of a recent date, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act record holders of Shares and their addresses, as well as mailing labels containing the rules names and regulations promulgated thereunder and, on the date filed with the SEC addresses of all record holders of Shares and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement lists of a material fact or omit to state any material fact required to be stated therein or necessary security positions of Shares held in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Companystock depositories. The Company will provide Parent furnish Purchaser Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or Purchaser Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser Sub and its counsel with copies of Affiliates and Associates shall hold in confidence the information contained in any written commentssuch labels, listings and files, will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors only in connection with the transactions contemplated herebyOffer and the Merger, or any waiver of any of the Company’s rights under and, if this Agreement shall be terminated, will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of deliver to the Company are all copies of such information then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebytheir possession. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto (the "OFFER CONDITIONS") shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “Offer”"OFFER") each outstanding share for all of the outstanding shares of common stock, $0.001 par value $0.01 per share (the “Common Stock”"SHARES"), of the Company tendered pursuant Company, together with the associated rights to the Offer at a price of $19.05 per share, net to the seller in cash purchase (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer the (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Schedule 1.01(ai) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if waive the Minimum Condition (as defined in the Offer ConditionsAnnex A), (ii) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, price per Share or change the form of consideration payable in the Offer, reduce (iii) decrease the number of shares of Common Stock subject Shares sought in the Offer, (iv) impose additional conditions to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or (v) change any Offer Condition or amend any other terms term of the Offer if any such change or amendment would be in a any manner adverse to the holders of Shares or (vi) except as provided below, extend the Common StockOffer if all of the Offer Conditions have been satisfied; PROVIDED, except HOWEVER, and notwithstanding anything herein to the contrary, it is understood and agreed that Merger Sub may extend the Expiration Date to expiration date of the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any Offer after all of the Offer Conditions have been satisfied or waived if it reasonably determines such extension is appropriate in order to enable it to purchase at least 90% of the outstanding Shares in the Offer (in which case Merger Sub may extend the expiration date on one occasion for up to ten business days beyond the time it would otherwise be required to accept validly tendered Shares for payment). Parent and Merger Sub further agree that: (A) in the event of the failure of one or more of the Offer Conditions to be satisfied or waived on any date the Offer would otherwise expire, Merger Sub shall from time to time extend the Offer until such time as such condition is or conditions are satisfied or waived, provided that, except as set forth below, Merger Sub shall not satisfiedbe required to extend the Offer beyond October 30, 1998, and (B) in the event, after October 30, 1998, of the failure of the Regulatory Condition (as defined in Annex A) to be satisfied or waived on the date the Offer would otherwise expire (and the satisfaction or waiver on such date of the other Offer Conditions other than the Minimum Condition), Merger Sub shall give the Company notice thereof and, at the request of the Company, from time to time extend the Offer until the earlier of (1) five business days after such time as the Regulatory Condition is satisfied or waived and (2) the date chosen by the Company which shall not be later than the earlier of (x) December 31, 1998 or (y) five business days after the earliest date on which the Company 1. Subject to On the terms and conditions of the Offer and this Agreementsubject to the Offer Conditions, Merger Sub will, and Parent will cause Merger Sub to, accept shall pay for payment, and pay for, all shares of Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer promptly as soon as practicable after the expiration of the Offer. Without the prior written consent The Company's Board of Directors shall recommend acceptance of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions Offer to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for its stockholders in a “subsequent offering period” Solicitation/Recommendation Statement on Schedule 14D-9 (as contemplated by Rule 14d-11 under supplemented or amended from time to time, the Exchange Act"SCHEDULE 14D-9") for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file be filed with the Securities and Exchange Commission (the “"SEC”") their Tender upon commencement of the Offer; PROVIDED, HOWEVER, that the Company's Board of Directors may thereafter amend or withdraw its recommendation in accordance with the second paragraph of Section 7.2. (b) Parent and Merger Sub agree, as to the Offer Statement on Schedule TO to Purchase and related Letter of Transmittal (which documents, as supplemented or amended from time to time, together with all supplements or amendments theretoconstitute the "OFFER DOCUMENTS"), and including the Company agrees, as to the Schedule 14D-9, that such documents shall, in all exhibitsmaterial respects, comply with the “requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. The Company and its counsel, as to the Offer Documents”). , and Merger Sub and Parent will give its counsel, as to the Company and its counsel a reasonable Schedule 14D-9, shall be given an opportunity to review and comment on the Offer Documents such documents prior to their being filed with the SEC and disseminated to the Company’s stockholdersSEC. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, Sub and the Company will each agrees promptly to correct any information provided by it for use in the Offer Documents if and to or the extent Schedule 14D-9 that such information becomes shall have become false or misleading in any material respect, and . Parent and Merger Sub will further agree to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerapplicable federal securities laws. The Company further agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the Company’s stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing applicable federal securities laws. (c) In connection with the SEC and dissemination Offer, the Company will cause its transfer agent to stockholders furnish promptly to Merger Sub a list, as of the most recent date practicable, of the record holders of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares, any non-objecting beneficial owner lists and lists of security positions of Shares held in stock depositories in the Company's possession or control. The Company will provide Parent furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and its counsel with copies their addresses, mailing labels, non-objecting beneficial owner lists and lists of any written comments, security positions) and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by other assistance as Parent or Merger Sub, Sub or their agents may reasonably request in communicating the Company will, promptly following the purchase by Merger Sub pursuant Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent Documents and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions other documents necessary to cause persons designated by Merger Sub to become directors of consummate the Company so that the total number of directors so designated equals the productOffer, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to shall hold in confidence the Company information contained in any such labels, listings and will be solely responsible for any information with respect to either of them and their nomineesfiles, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 shall use such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors only in connection with the transactions contemplated herebyOffer and the Merger and, or any waiver of any of the Company’s rights under if this Agreement will require the concurrence of a majority of the Continuing Directorsshall be terminated, unless no individuals who are currently directors of shall, upon request, deliver to the Company are all copies of such information then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated herebytheir possession. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicable, but Notwithstanding anything to the contrary in no event later than 10 days after the public announcement of the execution of this Agreement, the Confidentiality Agreement or otherwise, after the commencement of a tender offer or exchange offer by a third party unaffiliated with Parent or Merger Sub willthat, if successful, would result in any Person or group becoming a beneficial owner of fifty percent (50%) or more of the issued and outstanding shares of Company Common Stock, Parent will shall have the right, in its sole discretion, but not the obligation, to commence, or to cause Merger Sub toor another one of its affiliates (such entity, offer to purchase (the “OfferTender Offeror”) each outstanding share to commence, at any time after the date hereof, a cash tender offer for 100% of the common stock, $0.001 par value per share (the “Common Stock”), of the Company tendered pursuant to the Offer issued and outstanding Shares at a purchase price of $19.05 per share, net to the seller in cash holders thereof, equal or greater to the Merger Consideration (the “Offer ConsiderationTender Offer”); provided, and that if Parent or the Tender Offeror elects to cause commence a Tender Offer (i) it shall be a condition to the Offer to remain open until the close of business on the twentieth business day after the commencement obligation of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and Tender Offeror to accept for payment and purchase the Common Stock pay for Shares tendered in the Tender Offer will that more than 50% of the outstanding Shares be subject only tendered in the Tender Offer (such condition, the “Minimum Condition”), (ii) except for the Minimum Condition, the obligation of the Tender Offeror to accept for payment and pay for Shares tendered in the Tender Offer shall not be materially more conditional than the obligation of Parent and Merger Sub to consummate the Merger, (iii) following satisfaction of the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s requestArticle 4, Parent, Merger Sub will, and Parent will cause and/or the Tender Offeror shall be obligated to consummate (x) the Merger Sub to, extend the expiration date of the Offer from time to time or (y) a merger providing for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of cash consideration payable in the Offer, reduce the number of shares of Common Stock subject at least equal to the Offer, change the Offer Conditions, impose additional Merger Consideration and which shall otherwise be on terms and conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse no less favorable to the holders of Shares than the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub willMerger, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to (iv) the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together shall comply with all supplements or amendments theretoapplicable Laws, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules rules, regulations and regulations schedules promulgated thereunder andthereunder. The parties hereto shall (a) negotiate in good faith and as expeditiously as practicable, on any and all amendments, modifications or waivers of this Agreement and the date filed with Confidentiality Agreement necessary or appropriate to allow Parent or Tender Offeror to implement the SEC Tender Offer, (b) make any and on the date first published, sent all amendments or given modifications to the Company’s stockholdersProxy Statement or any Other Filings, will not contain (c) make any untrue statement of a material fact and all filings with or omit submissions to state (and/or make any material fact required and all amendments or modifications to be stated therein existing filings or submissions), and seek any and all consents, authorizations and permits from, any Governmental Entity necessary in order to make the statements therein, or appropriate in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, ParentTender Offer, and (d) otherwise use commercially reasonable efforts to implement the provisions of this Section 8.15 and to ensure the Merger Sub will promptly correct any information provided by it for use in and the Schedule 14D-9 if Tender Offer comply with all applicable Law and are consummated. For avoidance of doubt, to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Subthe Tender Offeror, the Company will, promptly following acknowledges that the purchase by Merger Sub pursuant representations and warranties set forth in the last sentence of Section 3.3(b) apply to the Tender Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 described in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable8.15.

Tender Offer. (a) As promptly Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, but and in no any event later than 10 days within five Business Days after the public announcement of the execution of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “Offer”"OFFER") each outstanding share for all of the common stock, $0.001 par value per share outstanding Shares (the “Common Stock”), of the Company tendered pursuant to the Offer as defined below) at a price of $19.05 25.50 per shareShare in cash, net to the seller seller, and, subject only to and in cash accordance with the terms and conditions of the Offer, accept for payment Shares that are validly tendered and not withdrawn immediately following (the “Offer Consideration”), and to cause unless the Offer to remain open until shall have been extended in accordance with the close terms hereof) the later of business (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth business day Business Day after the commencement of the Offer Offer; PROVIDED, HOWEVER, and notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (the “Expiration Date”). The obligations A) if any of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase Conditions specified in paragraphs (a) through (h) of Annex A exists at the Common Stock tendered in time of the scheduled expiration date of the Offer will be subject only to or if, the conditions set forth in Schedule 1.01(a) (Offer Conditions) (applicable waiting periods under the “Offer Conditions”). At the Company’s requestHSR Act have not expired or been earlier terminated, Merger Sub will, may extend and Parent will cause Merger Sub to, extend reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditionsso extended) is not fulfilled prior to 12:00 p.m. as soon as reasonably practicable or advisable after the date on which the Expiration Date; provided, however, in particular Offer Condition no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will notlonger exists, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that (B) Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of and reextend the Offer Conditions are on one or more occasions for periods of time (not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept exceed ten Business Days for payment, and pay for, all shares of Common Stock any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn pursuant at least the number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders, and; PROVIDED, FURTHER, that all extensions of the Offer that made by Merger Sub becomes obligated to accept for payment, and pay for, pursuant to (other than at the request of the Company) shall not extend the Offer promptly after beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the expiration of Offer at such times as the OfferCompany may request for five Business Days for each extension, but shall in no event extend the Offer beyond September 5, 1999. Without Merger Sub shall not, without the prior written consent of the Company, Merger Sub will notdecrease the price per Share offered in the Offer, and Parent will cause Merger Sub not tochange the form of consideration offered or payable in the Offer, accept for paymentdecrease the numbers of Shares sought in the Offer, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of change the conditions to the Offer have been satisfied (orOffer, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant impose additional conditions to the Offer, in which event Parent shall (1) give the required notice amend any term of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated in any manner adverse to the Company’s stockholders. Parent and Merger Sub agree that holders of Shares or waive the Offer Documents will comply Minimum Conditions (as to form defined in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”Annex A), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. Within ten (a10) As promptly as practicableBusiness Days after delivery by Parent of the Tender Offer Election (such ten Business Day period, the "Tender Offer Launch Period"), Sub may commence (within the meaning of Rule 14d-2(a) of the Exchange Act) a tender offer for all, but in no event later not less than 10 days after the public announcement of the execution of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, offer to purchase (the “Offer”) each outstanding share of the common stock, $0.001 par value per share (the “Common Stock”)all, of the Company tendered pursuant to the Offer outstanding Common Stock at a purchase price per share of no less than $19.05 per share24.75, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”"Offer"). The obligations Offer shall be open for a period of Merger twenty (20) consecutive Business Days and shall expire at 12:00 midnight (12:00 A.M.), Eastern time, immediately following the twentieth Business Day of such period and may be extended only to the extent approved by two-thirds of the Continuing Directors or to the extent required by Law. The obligation of Sub to purchase and Parent to consummate the Offer and to accept pay for payment and purchase the shares of Common Stock tendered in pursuant to the Offer will shall be subject only to (i) the conditions set forth in Schedule 1.01(athat (A) there shall not have occurred, after the date of delivery of the Tender Offer Election, a Company Material Adverse Effect, (Offer ConditionsB) (the “Offer Conditions”). At the Company’s request's board of directors shall have approved Sub's purchase of shares of Common Stock pursuant to the Offer for purposes of Section 23B.19.040 of the WBCA and shall have amended the Rights Agreement to render the Rights Agreement inapplicable to the Offer and the Second Step Merger (provided that the condition in this clause (B) shall apply only if Parent and Sub have not materially breached this Agreement), Merger Sub will, (C) there shall be no Restraint enjoining or otherwise prohibiting consummation of the Offer and Parent will cause Merger Sub to, extend (D) any applicable waiting period under the HSR Act shall have expired and (ii) the non waivable condition that a number of shares of Common Stock representing not less than two thirds of the shares of Common Stock then outstanding on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer from time to time for up to an aggregate (the "Minimum Condition"). Unless previously approved by each of ten business days following the Expiration Date if the Minimum Condition (as defined Continuing Directors in writing, no change in the Offer Conditionsmay be made, including any change (I) is not fulfilled prior to 12:00 p.m. on which decreases the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form price per share of consideration Common Stock payable in the Offer, reduce (II) which changes the form of consideration to be paid in the Offer, (III) which reduces the maximum number of shares of Common Stock subject to the Offer, change be purchased in the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive or the Minimum Condition, (IV) which imposes conditions to the Offer in addition to those described above or change (V) which amends any other terms term of the Offer in a manner adverse to the holders of the Common Stock, except that Merger . Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub willshall, and Parent will shall cause Merger Sub to, accept pay for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer promptly as soon as practicable but in no event later than three (3) Business Days after the expiration of the Offer. Without Immediately upon the prior written consent expiration of the CompanyTender Offer Launch Period, Merger in the event Sub will not, and Parent will cause Merger Sub has not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to commenced the Offer have been satisfied (or, to within the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments theretoLaunch Period, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel Sub's right to commence a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub tender offer with respect to information supplied by securities of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentspursuant to this Section 8.3(b) shall terminate. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for Parent shall use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary reasonable best efforts to cause the Offer Documents as so corrected to be filed with consummated within the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies thirty (30) Business Days immediately after commencement of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”"Offer Completion Period"), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (ai) As Provided that this Agreement shall not have been terminated in accordance with Section X hereof, as promptly as practicable, practicable (but in no event later than 10 eight (8) business days after the public announcement of following the execution and delivery of this Agreement, Merger Sub willunless the Company and the Purchaser have otherwise agreed), and Parent Purchaser will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for up to 1,959,886 Shares (representing 75% of the common stock, $0.001 par value per share (the “Common Stock”), of Shares currently outstanding as represented by the Company tendered pursuant to the Offer in Section III.D) at a price of $19.05 1.525 per shareShare, net to the seller in cash (as such Offer may be amended in accordance with the “terms of this Agreement) (the "Offer Consideration”Price"), and to cause the which Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the terms and conditions set forth in Schedule 1.01(a) Annex A hereto (the "Offer Conditions) (the “Offer Conditions”"). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the The initial expiration date of the Offer from time to time for up to an aggregate of ten shall be the date 20 business days following from and including the Expiration Date if date (the Minimum Condition "Commencement Date") the Offer is commenced (as defined in accordance with the applicable regulations). Purchaser expressly reserves the right, in its sole discretion, to waive any condition and to set forth or change any other term or condition of the Offer, provided that, unless previously approved by the Company in writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; providedOffer, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the OfferOffer (other than by adding consideration), reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional or imposes conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner addition to those set forth herein that are materially adverse to the holders of the Common StockShares. Purchaser covenants and agrees that, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions and this Agreementthe provisions regarding proration of the Shares to be purchased, Merger Sub will, and Parent it will cause Merger Sub to, accept for payment, payment and pay for, for all shares of Common Stock Shares validly tendered and not withdrawn pursuant that it is obligated to purchase (i.e., if at least 1,959,886 Shares are tendered, then 1,959,886 Shares will be purchased), as soon as it is permitted to do so under applicable law. Purchaser shall have the right, in its sole discretion, to extend the Offer that Merger Sub becomes obligated from time to accept for paymenttime; provided, and pay forhowever, pursuant to that, without the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub Purchaser cannot to, accept extend the Offer for payment, more than five business days unless applicable laws or pay for, any shares of Common Stock regulations so tendered unless require or a condition which is a prerequisite to fixing the Minimum Condition will have Closing Date has not been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, Price may be increased and the Offer may be extended to the extent permitted required by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, law in connection with such increase in each case without the consent of the Company. (ii) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors (the "Board"), Parent at a meeting duly called and Merger Sub shall have held on December 19, 2000, unanimously (A) determined that this Agreement and the righttransactions contemplated hereby, including the Offer, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including the Offer, and (C) resolved to recommend, subject to Applicable Lawits continued fiduciary duties, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under that the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment stockholders of the shares Company accept the Offer and tender their Shares to Purchaser; and (ii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (the "Financial Advisor") delivered to the Board on December 28, 2000, its opinion that the consideration to be received by holders of Common Stock then tendered and not withdrawn Shares pursuant to the OfferOffer is fair to such holders and the Company from a financial point of view and such opinion has not been revoked or withdrawn. The Company has been authorized by the Financial Advisor (such consent not to be unreasonably withdrawn), in which event Parent shall (1) give the required notice to include a copy of such subsequent offering period and fairness opinion (2or a reference thereto) immediately accept for payment, and promptly pay in a Solicitation/Recommendation Statement on Schedule 14D-9 (the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b"Schedule 14D-9") On the date of the commencement of the Offer, Merger Sub and Parent will file to be filed with the Securities and Exchange Commission ("SEC") upon commencement of the “SEC”Offer. The Company hereby consents to the inclusion in the Offer Documents (as defined in Section 1.A(iii)) their of the recommendations of the Board described herein. (iii) On the date the Offer is commenced, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements or amendments thereto and including the exhibits thereto, and including all the "Schedule TO"). The Schedule TO will include, as exhibits, the “Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents”"). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the The Offer Documents will comply as to form in all material respects with the Securities Exchange Act provisions of 1934applicable federal securities laws and, as amended (on the “Exchange Act”), date filed with the SEC and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders's shareholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to the information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company Purchaser further agrees that any such information supplied by the Company that is included in to use commercially reasonable efforts to cause the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary filed with the SEC and to make the statements thereinbe disseminated to holders of Shares, in light of each case as and to the circumstances under which they were madeextent required by applicable federal securities laws. Purchaser, not misleading. Each of Parent, Merger Subon the one hand, and the Company will Company, on the other hand, agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes it shall have become false or and misleading in any material respect, respect and Parent and Merger Sub will take all steps necessary Purchaser further agrees to use commercially reasonable efforts to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of the Company’s stockholdersShares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the Exchange Actopportunity to review the initial Schedule TO, and any and all amendments thereto, before they are filed with the SEC. Parent and Merger Sub will In addition, Purchaser agrees to provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, comments or other communications that Parent, Merger Sub, Purchaser or their its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications. (civ) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed Concurrently with the SECcommencement of the Offer, the Company will shall file its Tender Offer with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect which, subject to the Offer terms of this Agreement, shall contain the recommendation referred to in clause (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board C) of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the OfferSection 1.A(ii) hereof. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s 's stockholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub Purchaser in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in The Company further agrees to use commercially reasonable efforts to cause the Schedule 14D-9 will notto be filed with the SEC and to be disseminated to holders of Shares, at the time such information is furnished in each case as and to the extent required by applicable federal securities laws. The Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make on the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parentone hand, and Merger Sub will Purchaser, on the other hand, agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes it shall have become false or and misleading in any material respect, respect and the Company will take all steps necessary further agrees to amend or supplement the Schedule 14D-9 and use commercially reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Company’s stockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Parent Purchaser and its counsel will shall be given reasonable the opportunity to review the initial Schedule 14D-9, and comment on the Schedule 14D-9 prior to its filing any and all amendments thereto, before they are filed with the SEC and dissemination SEC. In addition, the Company agrees to stockholders of the Company. The Company will provide Parent Purchaser and its counsel with copies of any written comments, and will summarize any oral comments, comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offercomments or other communications. (dv) If requested by Parent or Merger SubIn connection with the Offer, the Company willwill promptly furnish or cause to be furnished to Purchaser, promptly following security position listings and any available listing or computer file containing the purchase by Merger Sub pursuant names and addresses of the record holders of the Shares as of the most recent practicable date, and shall furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors stockholders of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. Subject to the Tender Offer Conditions (as defined herein), the Investors jointly (and not separately) agree to complete the Tender Offer and consummate the purchase of the Tendered Securities (as defined herein) in the following manner: (a) As promptly The Investors will offer: (i) for each share of Series D Preferred Stock, $23.59 per share of Common Stock issuable upon conversion of each share of Series D Preferred Stock and issuable upon conversion of the accumulated but unpaid dividends thereon through (and including) the Tender Offer Closing Date; (ii) for each share of Common Stock (including shares of Common Stock issuable upon the exercise of Options (as practicabledefined below)), $21.46 (collectively, the prices for the Series D Preferred Stock and Common Stock, the "Tender Prices"). (b) Promptly following the Closing (but in no event later than September 2, 2005 (provided, that, if the Investors are unable to launch the Tender Offer by such date due to the failure of the Company to provide to the Investors any information reasonably requested by the Investors for inclusion in the Offer Materials, such date will be extended until the date the Company provides such information, but in no event later than 10 days after September 7, 2005), the public announcement Investors shall commence the Tender Offer by mailing the appropriate tender offer materials, as legally required and otherwise deemed necessary and appropriate by the Investors, including a Letter of Transmittal substantially in the form attached hereto as Exhibit F (the "Offer Materials"), to all of the execution holders of this Agreement(i) Common Stock, Merger Sub will(ii) vested options to purchase Common Stock (the "Options"), (iii) warrants to purchase Common Stock ("Warrants"), and Parent (iv) Series D Preferred Stock (collectively, such holders, the "Eligible Holders"). (c) The Investors will cause Merger Sub to, offer provide the Eligible Holders with a period of at least twenty (20) business days from the date of the mailing of the Offer Materials (or such additional period as is required by law in the event of any amendments to purchase the Tender Offer or related materials) (the “Offer”end of such twenty (20) each outstanding share business day or later period, the "Expiration Date") to tender shares of Common Stock (including Common Stock issuable upon the exercise of Options and Warrants) or Series D Preferred Stock (collectively, the "Tendered Securities") to the Investors in exchange for a cash payment of the common stock, $0.001 par value per share applicable Tender Price. (d) The Investors may only purchase Tendered Securities to the “Common Stock”), extent that the shares of capital stock of the Company tendered beneficially held by the Investors and their co-investors pursuant to Section 1.6(i) after giving effect to such purchase, together with the Series E Preferred Stock and any Options, Warrants or rights to acquire capital stock of the Company held by the Investors and their co-investors, would not equal or exceed 331/3% of the shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, taken as a whole (calculated assuming conversion of all shares of Class A Common Stock, Series D Preferred Stock and Series E Preferred Stock to Company Stock at the then applicable conversion ratio), that are outstanding as of the Tender Offer Closing Date. Each Purchaser shall purchase an equal amount of the Tendered Securities as the other Purchaser until each such Purchaser has purchased Tendered Securities with an aggregate Tender Price equal to $175,000,000, and no co-investor pursuant to Section 1.6(i) may purchase Tendered Securities until the Purchasers have purchased, in the aggregate, Tendered Securities with an aggregate Tender Price equal to at least $450,000,000. (e) To the extent that a price sufficient amount of Tendered Securities are tendered, the Investors will purchase shares of Series D Preferred Stock with a minimum aggregate Tender Price of $19.05 per share, net to the seller in cash 201,000,000 (the “Offer Consideration”"Series D Preferred Stock Minimum Amount") and shares of Common Stock (including Common Stock issuable upon the exercise of Options, but excluding shares of Common Stock purchased from employees of the Company, for whom the limits set forth in Section 1.6(g) are waived, in excess of such twenty-five percent (25%) limits) with a minimum aggregate Tender Price of $249,000,000 (the "Common Stock Minimum Amount"); provided that: (i) if the number of Tendered Securities is not sufficient to reach such minimum amounts for either or both classes of such securities, the Investors shall purchase (A) all of the Tendered Securities of the undersubscribed class or classes and (B) subject to Section 1.6(d), and to cause sufficient Tendered Securities of any oversubscribed class so that the Offer to remain open until aggregate Tender Prices for the close of business on Tendered Securities purchased equals at least the twentieth business day after the commencement lesser of the Offer aggregate Tender Prices for all Tendered Securities or $400,000,000; (ii) subject to Section 1.6(d), the “Expiration Date”). The obligations Investors may elect, in their sole discretion, to purchase additional Tendered Securities of Merger Sub either class in excess of such minimum amounts, provided that, the Purchasers will accept shares of Common Stock (including Common Stock issuable upon the exercise of Options, but excluding shares of Common Stock purchased from employees of the Company, for whom the limits set forth in Section 1.6(g) are waived, in excess of such twenty-five percent (25%) limits) and Parent to consummate Series D Preferred Stock in the Offer and to accept for payment and purchase same ratio as the Common Stock Minimum Amount and the Series D Preferred Stock Minimum Amount bear to each other, provided, further, however that after the Purchasers have elected to purchase shares of both classes based on such ratio such that all of the shares of one of the oversubscribed classes are to be purchased, then the Purchasers may, in their sole discretion, elect to purchase any amount of the excess Tendered Securities of the other oversubscribed class. Subject to Section 1.6(g), if Tendered Securities in excess of the minimum required purchase amounts for either the Series D Preferred Stock or Common Stock (including Common Stock issuable upon the exercise of Options) are tendered and the Investors do not elect to purchase all such additional Tendered Securities in such class, the Offer will shares of such class that the Investors elect to purchase shall be subject only allocated, among the Eligible Holders of such class such that each Eligible Holder, together with its Affiliates, shall be entitled to sell to the conditions set forth in Schedule 1.01(aInvestors a number of shares of such class equal to the lesser of (x) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub willtotal number of Tendered Securities of such class tendered by such Eligible Holder and its Affiliates, and Parent will cause Merger Sub to, extend (y) except as may be waived by the expiration date Investors for employees of the Offer from time to time Company who enter into a tender and support agreement with the Investors, the Maximum Percentage for up to an aggregate such class multiplied by all shares of ten business days following the Expiration Date if the Minimum Condition such class held by such Eligible Holder and its Affiliates (as defined in the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce with the number of shares of Common Stock subject to held by such Eligible Holder and its Affiliates calculated including Common Stock issuable upon the Offerexercise of Options held by such Eligible Holder and its Affiliates, change and the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase number of shares of Common Series D Preferred Stock tendered calculated on an as-converted basis). Shares to be purchased from any Eligible Holder and its Affiliates may be allocated among such Eligible Holder and its Affiliates as they may direct. As used herein, the "Maximum Percentage" of a class of Tendered Securities shall equal the highest percentage of such class that any Eligible Holder and its Affiliates are allowed to sell in the Offer, waive Tender Offer based on the Minimum Condition, or change any other terms maximum number of shares of such class that the Offer Investors elect to purchase in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to accordance with the terms hereof and conditions of the Tender Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied Material (or, to the extent permitted by this Agreement, waived by Parent) but with the number of shares of Common Stock validly held by such Eligible Holder and its Affiliates calculated including Common Stock issuable upon the exercise of Options and Warrants held by such Eligible Holder and its Affiliates, and the number of shares of Series D Preferred Stock calculated on an as-converted basis). Attached hereto as Schedule 1.6 is an example illustrating how the calculations required by the foregoing sentence will be made. (f) Subject to Section 1.6(g), the terms of the Tender Offer shall provide, among other things set forth herein, that: (i) each Eligible Holder holding Common Stock may specify (A) which shares of Common Stock (including which shares of Common Stock issuable upon the exercise of Options and Warrants) held by such Eligible Holder are tendered, and (B) of such tendered and not withdrawn pursuant to shares, which shares of such Common Stock tendered by such Eligible Holder shall be purchased first by the Offer constitutes Investors if less than 90% all of such shares of Common Stock are purchased by the Investors (i.e., the order of priority for sale of such Eligible Holder's tendered Common Stock); (ii) if the Investors are to purchase from any Eligible Holder less than all of the Series D Preferred Stock held by such Eligible Holder and such Eligible Holder holds shares of Series D Preferred Stock that were issued, or deemed issued (for the purpose of calculating the dividends accrued on such shares), on more than one date, then the shares purchased from such Eligible Holder shall be allocated among the shares issued, or deemed issued, on more than one date, pro rata based upon the total number of shares of Series D Preferred Stock held by such Eligible Holder and issued, or deemed issued, on each such date; and (iii) each Eligible Holder of an Option may tender all or any whole number of the shares of Common Stock then outstandingissuable upon exercise of such Option (whereby at such Eligible Holder's discretion the Eligible Holder may obtain the applicable exercise price consideration through a third-party) and may exercise such Option, without or portion thereof, at such Eligible Holder's option contingent on the consent purchase of the Companyunderlying shares in the Tender Offer. (g) Notwithstanding anything to the contrary above, Parent and Merger Sub shall have except as may otherwise be waived by the rightInvestors, subject to Applicable Law, to provide for a “subsequent offering period” no Eligible Holder who is an employee (as contemplated by Rule 14d-11 under the Exchange Acttogether with his or her Affiliates) for up to 20 business days after Merger Sub’s acceptance for payment of the shares Company or its Subsidiaries shall be entitled to sell in the Tender Offer Tendered Securities which in the aggregate exceed more than twenty-five percent (25%) of Common Stock then tendered the aggregate amount of capital stock of the Company held by such employee and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice his or her Affiliates on a fully diluted basis. For purposes of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration forthis Section 1.6, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments theretoStock, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock whichsubject to Warrants and vested and unvested Options, shall be included when aggregated determining the total amount of capital stock held by an Eligible Holder who is an employee of the Company. (h) Promptly following the Expiration Date, on a date determined in accordance with the Tender Offer and in any event on or prior to November 1, 2005 (the "Tender Offer Closing Date"),and upon the terms and subject to the conditions of the Tender Offer, the Investors shall purchase from the Participating Holders, at the Tender Prices and in accordance with this Section 1.6, the Tendered Securities free and clear of all Claims. (i) Subject to Section 1.6(d), the Purchasers may designate one or more co-investors, subject to each co-investor being reasonably acceptable to the Company before the Expiration Date, who shall be permitted to purchase Tendered Securities in the Tender Offer after the Investors have purchased, in the aggregate, Tendered Securities with an aggregate Tender Price equal to at least $450,000,000; provided, that each such co-investor shall execute a joinder agreement substantially in the form attached hereto as Exhibit L prior to any such purchase. (j) Notwithstanding anything in this Agreement to the contrary, in no event shall the Investors or any co-investors be obligated to purchase any shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1vesting. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly as practicablePursuant to an Offer to Purchase conforming to the requirements of applicable law, but in no event later than 10 days after including the public announcement rules and regulations of the execution of SEC, this Agreement and otherwise in customary form (the "OFFER TO PURCHASE"), and subject to the terms and conditions set forth in this Agreement, Merger Sub willNewco will commence (within the meaning of Rule 14d-2 of the Exchange Act), and Parent SDI will cause Merger Sub toNewco to commence, as soon as practicable but not more than 10 Business Days after the execution hereof, an offer to purchase (the “Offer”"OFFER") each outstanding share any and all of the common stockoutstanding shares of Class A Common Stock, $0.001 0.01 par value per share (the “Common Stock”)value, of the Company tendered pursuant to (the Offer "CLASS A COMMON STOCK"), and Class B Common Stock, $0.01 par value, of the Company (the "CLASS B COMMON STOCK" together with the Class A Common Stock collectively, the "SHARES") at a price of $19.05 5.00 per shareShare, net to the seller in cash (the “Offer Consideration”)cash, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the condition (which may not be waived without the written consent of the Company) that there be tendered and not withdrawn the number of Shares that, together with the Shares owned by the Investors and their Affiliates, represents a majority of the outstanding Shares of the Company (the "MINIMUM CONDITION"), the conditions set forth in Schedule 1.01(a) (Offer Conditions) (this Agreement, and applicable provisions of the “Offer Conditions”)Exchange Act. At the Company’s request, Merger Sub Newco will, and Parent SDI will cause Merger Sub Newco to, extend accept for purchase and pay for all Shares duly tendered, commencing at the expiration date later of (such later date, as extended as permitted in this Agreement, being referred to herein as the "EXPIRATION DATE") (a) 20 Business Days following commencement of the Offer from and (b) 12:00 noon New York time to time for up to an aggregate of ten business days on the first Business Day following the Expiration Date if satisfaction or waiver of all conditions to Newco's obligation to purchase Shares. Notwithstanding the Minimum Condition (as defined in foregoing, SDI and Newco shall have the Offer Conditions) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required right to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject (i) from time to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the Offer. Without the prior written consent of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In additiontime, if, at the scheduled Expiration DateDate or any extended expiration date of the Offer, all any of the conditions to the Offer shall not have been satisfied (oror waived, to until such conditions are satisfied or waived; provided that if any of the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant conditions to the Offer constitutes less than 90% of is not satisfied or waived on the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such scheduled Expiration Date. (b) On the date of the commencement Date of the Offer, Merger Sub SDI and Parent will file with Newco shall extend the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”)unless such condition or 1. Merger Sub and Parent will give the The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement holders of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsShares. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. (d) If requested by Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) As promptly Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, but and in no any event later than 10 days within five Business Days after the public announcement of the execution of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for all of the common stock, $0.001 par value per share outstanding Shares (the “Common Stock”), of the Company tendered pursuant to the Offer as defined below) at a price of $19.05 25.50 per shareShare in cash, net to the seller seller, and, subject only to and in cash accordance with the terms and conditions of the Offer, accept for payment Shares that are validly tendered and not withdrawn immediately following (the “Offer Consideration”), and to cause unless the Offer to remain open until shall have been extended in accordance with the close terms hereof) the later of business (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth business day Business Day after the commencement of the Offer Offer; provided, however, and notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (the “Expiration Date”). The obligations A) if any of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase Conditions specified in paragraphs (a) through (h) of Annex A exists at the Common Stock tendered in time of the scheduled expiration date of the Offer will be subject only to or if, the conditions set forth in Schedule 1.01(a) (Offer Conditions) (applicable waiting periods under the “Offer Conditions”). At the Company’s requestHSR Act have not expired or been earlier terminated, Merger Sub will, may extend and Parent will cause Merger Sub to, extend reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the Minimum Condition (as defined in the Offer Conditionsso extended) is not fulfilled prior to 12:00 p.m. as soon as reasonably practicable or advisable after the date on which the Expiration Date; provided, however, in particular Offer Condition no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will notlonger exists, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or change any other terms of the Offer in a manner adverse to the holders of the Common Stock, except that (B) Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of and reextend the Offer Conditions are on one or more occasions for periods of time (not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept exceed ten Business Days for payment, and pay for, all shares of Common Stock any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn pursuant at least the number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders, and; provided, further, that all extensions of the Offer that made by Merger Sub becomes obligated to accept for payment, and pay for, pursuant to (other than at the request of the Company) shall not extend the Offer promptly after beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the expiration of Offer at such times as the OfferCompany may request for five Business Days for each extension, but shall in no event extend the Offer beyond September 5, 1999. Without Merger Sub shall not, without the prior written consent of the Company, Merger Sub will notdecrease the price per Share offered in the Offer, and Parent will cause Merger Sub not tochange the form of consideration offered or payable in the Offer, accept for paymentdecrease the numbers of Shares sought in the Offer, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of change the conditions to the Offer have been satisfied (orOffer, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant impose additional conditions to the Offer, in which event Parent shall (1) give the required notice amend any term of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares in any manner adverse to the holders of Common Stock tendered and not withdrawn Shares or waive the Minimum Conditions (as of such Expiration Datedefined in Annex A). (b) On As soon as reasonably practicable on the date of the commencement of the OfferOffer is commenced, Merger Sub and Parent will shall file with the Securities and Exchange Commission (the “SEC”) their a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with the SEC with respect to the Offer. The Schedule 14D-1 shall contain an Offer to Purchase and forms of the related letter of transmittal and other documents relating to the Merger (which Schedule 14D-1, Offer to Purchase, letter of transmittal and other documents, together with all any supplements or amendments thereto, and including all exhibits, are referred to herein collectively as the “"Offer Documents”"). Merger Sub and Parent will give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC and disseminated to the Company’s stockholders. Parent and Merger Sub agree that the Offer Documents will comply as Company and its counsel shall be given an opportunity to form in all material respects review the Schedule 14D-1 before it is filed with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer DocumentsSEC. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, Sub and the Company will each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes shall have become false or misleading in any material respect, and Parent and Merger Sub will further agree to take all steps necessary to cause the Offer Documents Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub also agree that the Offer Documents shall comply with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. (c) The Company's Board of Directors shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") substantially contemporaneously with the filing of the Schedule 14D-1; provided, however, that if the Company’s stockholders's Board of Directors determines consistent with its fiduciary duties to amend or withdraw such recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. Merger Sub and its counsel shall be given an opportunity to review the Schedule 14D-9 before it is filed with the SEC. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected to be disseminated to holders of shares, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerapplicable federal securities laws. The Company also agrees that the Schedule 14D-9 will shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Parent and Merger Sub agree that any such information supplied by Parent and Merger Sub that is included in the Schedule 14D-9 will not, at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offerthereunder. (d) If In connection with the Offer, if requested by Parent or Merger SubParent, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Common Stock which, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill notify its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.Transfer Agent

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IX hereof and none of the execution events set forth in Annex A hereto (the "Offer Conditions") shall have occurred or be existing, within five business days of this Agreementthe date hereof, Merger Sub willwill commence a tender offer (the "Offer") for all of the outstanding shares of common stock, and Parent will cause Merger Sub tono par value (the "Shares"), offer of the Company, together with the associated rights to purchase (the “Offer”"Rights") each outstanding share of the common stockSeries A Junior Participating Preferred Stock, $0.001 no par value per share (the “Common Stock”)value, of the Company (the "Series A Preferred") at a price of $18.50 per Share in cash, net to the seller. The initial expiration date of the Offer (the "Initial Expiration Date") shall be the twentieth business day from and after the date the Offer is commenced. Subject to Section 1.1(d), the obligation of Merger Sub to accept for payment and pay for any Shares tendered pursuant to the Offer at a price of $19.05 per share, net to the seller in cash (the “Offer Consideration”), and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will shall be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the “Offer Conditions”). At the Company’s request, Merger Sub will, and Parent will cause Merger Sub to, extend the expiration date satisfaction or waiver of the Offer from time Conditions. Merger Sub will not, without the prior written consent of the Company (such consent to time for up to an aggregate be authorized by the Board of ten business days following Directors of the Expiration Date if Company) (i) waive the Minimum Condition (as defined in the Offer ConditionsAnnex A), except pursuant to Section 1.1(d), (ii) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, price per Share or change the form of consideration payable in the Offer, reduce (iii) decrease the number of shares of Common Stock subject Shares sought in the Offer, except pursuant to Section 1.1(d), (iv) impose additional conditions to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered in the Offer, waive the Minimum Condition, or (v) change any Offer Condition or amend any other terms term of the Offer if any such change or amendment would be in a any manner adverse to the holders of Shares or (vi) except as provided below, extend the Common StockOffer if all of the Offer Conditions have been satisfied; provided, except however, and notwithstanding anything herein to the contrary, it is understood and agreed that Merger Sub may (a) extend the expiration date of the Offer after all of the Offer Conditions (other than the Minimum Condition) have been satisfied or waived as of any scheduled expiration date of the Offer if it reasonably determines such extension is appropriate in order to enable it to purchase in the Offer at least the number of Shares equal to the Minimum Condition (in which case Merger Sub may extend the Expiration Date expiration date on one or more occasions to a date and time not later than 12:00 midnight, New York City time, on the extent required by any applicable lawtenth business day following such scheduled expiration date (such time on such tenth business day, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”the "Early Date")) or (b) waive the Minimum Condition and exercise its rights under Section 1.1(d), if any applicable. Parent and Merger Sub further agree that: (A) in the event of the Offer Conditions are not satisfiedthe 1. Subject to On the terms and conditions of the Offer and this Agreementsubject to the Offer Conditions, Merger Sub will, and Parent will cause Merger Sub to, accept shall pay for payment, and pay for, all shares of Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, purchase pursuant to the Offer promptly as soon as practicable after the expiration of the Offer. Without the prior written consent The Company's Board of Directors shall recommend acceptance of the Company, Merger Sub will not, and Parent will cause Merger Sub not to, accept for payment, or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all of the conditions Offer to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for its shareholders in a “subsequent offering period” Solicitation/Recommendation Statement on Schedule 14D-9 (as contemplated by Rule 14d-11 under supplemented or amended from time to time, the Exchange Act"Schedule 14D-9") for up to 20 business days after Merger Sub’s acceptance for payment of the shares of Common Stock then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Date. (b) On the date of the commencement of the Offer, Merger Sub and Parent will file be filed with the Securities and Exchange Commission (the “"SEC”") their Tender Offer Statement on Schedule TO (together with all supplements upon commencement of the Offer; provided, however, that the Company's Board of Directors may thereafter amend or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give the Company and withdraw its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed recommendation in accordance with the SEC and disseminated to the Company’s stockholders. second paragraph of Section 7.2. (b) Parent and Merger Sub agree that agree, as to the Offer Documents will comply as to form in all material respects with the Securities Exchange Act Purchase and related Letter of 1934Transmittal (which documents, as supplemented or amended (from time to time, together constitute the “Exchange Act”"Offer Documents"), and the rules and regulations promulgated thereunderCompany agrees, and the Offer Documents, on the date first published, sent or given as to the Company’s stockholdersSchedule 14D-9, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respectdocuments shall, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects respects, comply with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed thereunder (c) In connection with the SEC Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of the most recent date practicable, of the record holders of Shares and on their addresses, as well as mailing labels containing the date first publishednames and addresses of all record holders of Shares, sent or given to any non-objecting beneficial owner lists and lists of security positions of Shares held in stock depositories in the Company’s stockholders's possession or control. The Company will furnish Merger Sub with such additional information (including, will but not contain any untrue statement limited to, updated lists of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinholders of Shares and their addresses, in light mailing labels, non-objecting beneficial owner lists and lists of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in writing specifically communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for inclusion in such steps as are necessary to disseminate the Schedule 14D-9. Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub agree that shall hold in confidence the information contained in any such information supplied by Parent labels, listings and Merger Sub that is included in the Schedule 14D-9 will notfiles, at the time shall use such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, only in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed connection with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the OfferCompany all copies of such information then in their possession. (d) If requested by Parent or Merger SubIn the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, the Company will, promptly following the purchase by Merger Sub may, without the consent of the Company: (i) extend the Offer to a date and time not later than the Early Date, pursuant to Section 1.1(a); (ii) amend the Offer in contemplation of the exercise of the Stock Option Agreement (to the extent the Stock Option Agreement is exercisable at such time), to reduce the Minimum Condition to that number of shares (the "Option Exercise Minimum Number") equal to the lesser of Common Stock (x) the number of shares (the "Notional Number") which, when aggregated combined with the shares of Common Stock then owned by Parent and any of its affiliatesOption Number, represents at least a majority equals 90.1% of the shares Shares then outstanding, and (y) such number of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors Shares as the Company may agree in writing. The "Option Number" is the maximum number of Shares that are issuable upon exercise of the Company so Stock Option Agreement without violation of the terms and conditions thereof such that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio sum of the number of shares Shares so issuable and the Notional Number equals 90.1% of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock Shares then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.or

Tender Offer. (a) As promptly as practicable, but Provided that this Agreement shall not have been terminated in no event later than 10 days after the public announcement accordance with Article IV hereof and none of the execution events set forth in Annex A hereto shall have occurred or be existing, within seven business days of this Agreementthe date hereof, Merger Sub will, and Parent Purchaser will cause Merger Sub to, commence a tender offer to purchase (the “"Offer”") each outstanding share for 22,250,327 shares of the common stock, $0.001 no par value per share (the “Common Stock”)value, of the Company tendered pursuant to (the Offer "Shares"), at a price of $19.05 51.00 per shareShare in cash, net to the seller in cash (the “Offer Consideration”)seller, and to cause the Offer to remain open until the close of business on the twentieth business day after the commencement of the Offer (the “Expiration Date”). The obligations of Merger Sub and Parent to consummate the Offer and to accept for payment and purchase the Common Stock tendered in the Offer will be subject only to the conditions set forth in Annex A hereto. Subject to the terms and conditions of the Offer, Purchaser will promptly accept for payment and pay for all Shares validly tendered and not withdrawn that it is obligated to purchase thereunder. The Company's Board of Directors shall recommend acceptance of the Offer to its shareholders in a Solicitation/Recommendation Statement on Schedule 1.01(a) (Offer Conditions) 14D-9 (the “Offer Conditions”). At "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that if the Company’s request's Board of Directors determines in good faith, Merger Sub willafter consultation with its outside counsel, and Parent will cause Merger Sub tothat it is necessary to amend or withdraw its recommendation in order for its directors to comply with their respective fiduciary duties, extend the such amendment or withdrawal shall not constitute a breach of this Agreement. The initial expiration date of the Offer from time to time for up to an aggregate of ten shall be the date twenty (20) business days following from and including the Expiration Date if date (the Minimum "Commencement Date") the Offer Documents (as defined in Section 1.1(c) below) are first filed with the Securities and Exchange Commission. Purchaser expressly reserves the right, in its sole discretion, to waive, set forth or change any term and condition of the Offer; provided, that, unless previously approved by the Company in writing, no provision may be set forth or changed which: (i) increases or, except as set forth in the next succeeding sentence, decreases the Tender Offer Condition (as defined in Annex A hereto); (ii) decreases the Offer Conditionsprice per Share to be paid in the Offer; (iii) is not fulfilled prior to 12:00 p.m. on the Expiration Date; provided, however, in no event shall Merger Sub be required to extend the Offer beyond March 31, 2005. Merger Sub will not, and Parent will cause Merger Sub not to, decrease the Offer Consideration, change changes the form of consideration payable in the Offer, reduce the number of shares of Common Stock subject Offer (other than by adding consideration); (iv) imposes conditions to the Offer, change the Offer Conditions, impose additional conditions in addition to its obligation to consummate the Offer and to accept for payment and purchase shares of Common Stock tendered those set forth in the Offer, waive the Minimum Condition, Annex A hereto; or change (v) amends or modifies any other terms term or condition of the Offer in a manner adverse to the holders of the Common Stock, except that Merger Sub may extend the Expiration Date to the extent required by any applicable law, statute, rule, regulation, code, order, judgment, injunction, writ, decree, license or permit of any Governmental Authority (“Applicable Law”) or if any of the Offer Conditions are not satisfied. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer promptly after the expiration of the OfferShares. Without the prior written consent of the Company, Merger Sub will notPurchaser shall not extend the expiration date of the Offer beyond the initial expiration date of the Offer; provided, and Parent will cause Merger Sub not tothat, accept for payment, if on the initially scheduled expiration date of the Offer (or pay for, any shares of Common Stock so tendered unless the Minimum Condition will have been satisfied. In addition, if, at the Expiration Date, all subsequent expiration date) any of the conditions to the Offer have not been satisfied (orsatisfied, Purchaser may in its sole discretion extend from time to the extent permitted by this Agreement, waived by Parent) but the number of shares of Common Stock validly tendered and not withdrawn pursuant to time the Offer constitutes less than 90% of the shares of Common Stock then outstanding, without the consent of the Company, Parent and Merger Sub shall have the right, subject to Applicable Law, to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 and including an additional twenty (20) business days in the aggregate after Merger Sub’s acceptance the initial expiration date of the Offer, and may in its sole discretion, in connection with any such extension, amend the terms of the Offer, but only to reduce the Tender Offer Condition to any number of Shares greater than 20,300,320 Shares (the "Reduced Tender Offer Condition"); it being understood that if Purchaser shall accept for payment of the shares of Common Stock then any Shares validly tendered and not withdrawn pursuant to the Offer, in which event Parent it shall accept for payment all such Shares up to the Tender Offer Condition. The Offer shall further provide that Shares (1including Shares issued pursuant to any of the Company's employee or director benefit plans (including the Stock Plans)) give the required may be tendered utilizing a notice of guaranteed delivery, which shall require delivery of the Shares to the depository within three business days (or such subsequent offering longer period as may be permitted under applicable law and (2agreed to by Purchase and the Company) immediately accept following acceptance for payment, and promptly pay the Offer Consideration for, all shares of Common Stock tendered and not withdrawn as of such Expiration Datepayment by Purchaser. (b) On The Company hereby represents, warrants and agrees (as applicable) that: (i) the Board of Directors of the Company at a meeting duly called and held on May 21, 2000, has unanimously (A) determined that this Agreement and the transactions contemplated hereby are in the best interests of the holders of Shares, (B) approved and adopted this Agreement and the transactions contemplated hereby and (C) resolved to recommend in the Schedule 14D-9 that the holders of Shares accept the Offer and tender their Shares to Purchaser thereunder; (ii) the Board of Directors of the Company has taken all action necessary to render Section 14A:10A-4 of the New Jersey Business Corporation Act ("NJBCA") inapplicable to the Offer; (iii) the Schedule 14D-9 as initially filed with the SEC will set forth the information contained in this Section 1.1(b)(i) and (ii); and (iv) UBS Warburg LLC (the "Financial Advisor") has delivered to the Board of Directors of the Company its oral opinion (which opinion shall be confirmed in writing) to the effect that, as of the date of this Agreement, the $51.00 per Share in cash to be received in the Offer (or pursuant to the Shareholder Agreements (as defined in Section 2.1)) by holders of Shares (other than Purchaser and its affiliates) is fair, from a financial point of view, to such holders. The Company has been authorized by the Financial Advisor to permit the inclusion of a copy of such opinion (and a reference thereto in form and substance satisfactory to the Financial Advisor) in the Schedule 14D-9. Subject to the terms and conditions of this Agreement, the Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board of Directors of the Company described herein. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under the Governance Agreement, dated as of the date hereof, between the Company and Purchaser (the "Governance Agreement"), relating to appointment of Purchaser's designees to the Company's Board of Directors and shall provide for inclusion in Purchaser's Schedule TO to be filed with the SEC contemporaneously with the commencement of the Offer, Merger Sub and Parent will file Offer such information with the Securities and Exchange Commission (the “SEC”) their Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the “Offer Documents”). Merger Sub and Parent will give respect to the Company and its counsel a reasonable opportunity officers and directors as is required under such Section and Rule in order to review and comment on fulfil its obligations thereunder. (c) Purchaser agrees, as to the Offer Documents prior to their being filed with Purchase and related Letter of Transmittal (which together constitute the SEC "Offer Documents") and disseminated the Company agrees, as to the Company’s stockholders. Parent and Merger Sub agree Schedule 14D-9, that the Offer Documents will such documents shall, in all material respects, comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") and the rules and regulations promulgated thereunder, thereunder and other applicable laws. Purchaser represents and warrants to the Company as to the Offer Documents, and the Company represents and warrants to Purchaser as to the Schedule 14D-9, that on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders's shareholders, will the Offer Documents and the Schedule 14D-9, as applicable, shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that (i) Purchaser makes no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that any such information supplied by , and (ii) the Company that is included in the Offer Documents will not, at the time such information is furnished to Parent, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub, and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub will provide the Company and its counsel with copies of any written comments, and will summarize any oral comments, that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which Parent notifies the Company that the Offer Documents initially are to be filed with the SEC, the Company will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all supplements or amendments thereto, and including all exhibits, the “Schedule 14D-9”), which will include a recommendation by the Company’s Board of Directors that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that makes no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically Purchaser for inclusion in the Schedule 14D-9. Parent The Company and Merger Sub agree that its counsel, as to the Offer Documents (or any such information supplied by Parent amendment thereto) and Merger Sub that is included in Purchaser and its counsel, as to the Schedule 14D-9 will not(or any amendment thereto), at the time such information is furnished to the Company, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent, and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect, and the Company will take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. Parent and its counsel will shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 such documents prior to its filing their being filed with the SEC and dissemination to stockholders of the Company. The Company will provide Parent and its counsel with copies of any written comments, and will summarize any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company’s Board of Directors has resolved to recommend that the Company’s stockholders accept the Offer and tender their Common Stock pursuant to the OfferSEC. (d) If requested by Parent or Merger SubIn connection with the Offer, the Company willwill instruct its Transfer Agent to furnish promptly to Purchaser a list, promptly following the purchase by Merger Sub pursuant to the Offer as of that number of shares of Common Stock whicha recent date, when aggregated with the shares of Common Stock then owned by Parent and any of its affiliates, represents at least a majority of the shares record holders of Common Stock then outstanding on a fully diluted basis, take all reasonable actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Common Stock beneficially owned by Merger Sub or its affiliates to the number of shares of Common Stock then outstanding. In furtherance thereof, the Company will, if practicable and as is necessary, amend the Company’s bylaws to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, to permit that number of Merger Sub’s designees to be elected to the Company’s Board of Directors; provided that, prior to the Effective Time, the Company’s Board of Directors will always have at least two members who are currently directors of the Company, except to the extent that no such individuals wish to be directors (“Continuing Directors”). The Company’s obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them Shares and their nomineesaddresses, officers, directors as well as mailing labels containing the names and affiliates required by Section 14(f) addresses of all record holders of Shares and Rule 14f-1lists of security positions of Shares held in stock depositories. The Company will promptly take all actions required pursuant to Section 14(ffurnish Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and Rule 14f-1 such other customary assistance as Purchaser or its agents may reasonably request in order to fulfill its obligations under this Section 1.01 and (provided Merger Sub has furnished communicating the Company on a timely basis with all information required to be included in the Information Statement with respect to Merger Sub’s designees) will include in the Schedule 14D-9 such information with respect Offer to the Company record and its officers and directors as is required under Section 14(f) and Rule 14f-1beneficial holders of Shares. (e) Following the election or appointment of Merger Sub’s designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel and other advisors in connection with the transactions contemplated hereby, or any waiver of any of the Company’s rights under this Agreement will require the concurrence of a majority of the Continuing Directors, unless no individuals who are currently directors of the Company are then serving as directors. In addition, the Continuing Directors will have the right to retain, at the expense of the Company, one separate counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and making any filings required by Applicable Law, to ensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.