BETWEEN

Exhibit 10.28

SERIES A PREFERRED

STOCK PURCHASE AGREEMENT

BETWEEN

XYVISION ENTERPRISE SOLUTIONS, INC.

AND

CADMUS COMMUNICATIONS CORPORATION

February 16, 2001

TABLE OF CONTENTS
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Page
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1. Purchase And Sale Of Stock....................................................... 1
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1.1. Authorization and Sale of Series A Preferred Stock........................ 1
1.2. Closing................................................................... 1
1.3. Investor Rights Agreement................................................. 2
1.4. Use of Proceeds........................................................... 2

2. Representations And Warranties Of The Company.................................... 2
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2.1. Organization, Good Standing and Qualification............................. 2
2.2. Capitalization and Voting Rights.......................................... 2
2.3. Subsidiaries.............................................................. 5
2.4. Authorization............................................................. 5
2.5. Valid Issuance of Preferred and Common Shares............................. 5
2.6. Governmental Consents..................................................... 6
2.7. Offering.................................................................. 6
2.8. Litigation................................................................ 6
2.9. Proprietary Information Agreements and Employee Obligations............... 7
2.10. Patents and Trademarks.................................................... 8
2.11. Compliance with Other Instruments......................................... 10
2.12. Agreements; Action........................................................ 10
2.13. Related-Party Transactions................................................ 13
2.14. Financial Statements...................................................... 13
2.15. Changes................................................................... 14
2.16. Taxes..................................................................... 16
2.17. Permits................................................................... 16
2.18. Environmental and Safety Laws............................................. 17
2.19. Disclosure................................................................ 17
2.20. Overview.................................................................. 18
2.21. Registration Rights....................................................... 18
2.22. Corporate Documents; Minute Books......................................... 18
2.23. Title to Property and Assets.............................................. 18
2.24. Insurance................................................................. 19
2.25. ERISA Compliance.......................................................... 19
2.26. Labor and Employment Agreements and Actions............................... 20
2.27. Customer Relations........................................................ 21

3. Representations And Warranties Of The Investor................................... 21
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3.1. Authorization............................................................. 21
3.2. Purchase Entirely for Own Account......................................... 21
3.3. Disclosure of Information................................................. 21

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
-------------------------------------------

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made
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as of February 16, 2001, by and between XYVISION ENTERPRISE SOLUTIONS, INC., a
Delaware corporation (the "Company"), and CADMUS COMMUNICATIONS CORPORATION, a
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Virginia corporation (the "Investor").
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THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purchase and Sale of Stock.
--------------------------

1.1. Authorization and Sale of Series A Preferred Shares.
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1.1.1. Prior to the Closing (as defined below), the Company shall
authorize the issuance and sale to the Investor of Nine Hundred Twenty-Three
Thousand Seventy-Seven (923,077) shares of the Company's Series A Convertible
Preferred Stock, par value $.001 per share (the "Series A Shares"), having the
---------------
rights, restrictions, privileges and preferences set forth in the Certificate of
Designation in the form attached hereto as Exhibit A (the "Certificate"). Prior
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to the Closing, the Company shall adopt and file the Certificate with the Office
of the Clerk of the Secretary of State of the State of Delaware.

1.1.2. Subject to the terms and conditions of this Agreement, the
Investor agrees to purchase at the Closing and the Company agrees to sell and
issue to the Investor at the Closing Nine Hundred Twenty-Three Thousand Seventy-
Seven (923,077) shares of the Series A Shares (the "Purchased Shares") at the
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purchase price of Three Dollars and Twenty-five Cents ($3.25) (the "Purchase
--------
Price") per share.
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1.2. Closing.
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The closing of the purchase and sale of the Purchased Shares (the
"Closing") shall take place at the offices of Xxxxxxxx Xxxxxxx Xxxx & Valentine
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LLP, 23/rd/ Floor, 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, at 10 a.m. local
time on February 20, 2001, or at such other time and place as the Company and
the Investor mutually agree upon in writing. At the Closing, the

Company shall deliver to the Investor a share certificate representing the
Purchased Shares against payment of the purchase price therefor by the Investor
by wire transfer pursuant to wire transfer instructions provided to the Investor
no fewer than two business days prior to the Closing. If, at the Closing, any of
the conditions specified in Section 4 of this Agreement shall not have been
fulfilled, the Investor shall, at its election, be relieved of all of its
obligations under this Agreement without thereby waiving any right that the
Investor may have by reason of such non-fulfillment. If, at the Closing, any of
the conditions specified in Section 5 of this Agreement shall not have been
fulfilled, the Company shall, at its election, be relieved of all of its
obligations under this Agreement without thereby waiving any right that the
Company may have by reason of such non-fulfillment.

1.3. Investor Rights Agreement.
-------------------------

At the Closing, the Company and the Investor shall enter into an Investor
Rights Agreement, the form of which is attached hereto as Exhibit B (the
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"Investor Rights Agreement").
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1.4. Use of Proceeds.
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The Company shall use such portion of the aggregate Purchase Price received
in respect of the Purchased Shares, net of the direct expenses incurred by the
Company to effect the sale of the Purchased Shares, as is reasonably necessary
to carry out the terms of the Letter Agreement dated December 18, 2000 between
the Company and Cadmus Journal Services, Inc., a copy of which is attached
hereto as Exhibit C (the "Strategic Collaboration Agreement").
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2. Representations and Warranties of the Company.
---------------------------------------------

As a material inducement to the Investor to enter into this Agreement and
purchase the Purchased Shares hereunder, the Company hereby represents and
warrants to the Investor that, except as otherwise specifically set forth in the
Disclosure Schedule attached hereto as Exhibit D (the "Disclosure Schedule"),
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which shall identify the Section or subsection to which each exception is taken,
and which exceptions shall be deemed to be representations and warranties of the
Company hereunder:

2.1. Organization, Good Standing and Qualification.
---------------------------------------------

The Company and each of its subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation. The Company and each of its Subsidiaries is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure to qualify could reasonably be expected, individually or in the
aggregate, to have a material adverse effect on its business, properties,
prospects or financial condition (a "Material Adverse Effect"). The Company and
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each of its Subsidiaries has all required power and authority necessary to own
and operate its property, to carry on its business as now conducted and as
presently proposed to be conducted in the "XyEnterprise Overview" dated October
23, 2000 (the "Overview"), which has been previously furnished to the Investor,
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and to carry out the transactions contemplated by this Agreement.

2.2. Capitalization and Voting Rights.
--------------------------------

2.2.1. The authorized capital of the Company consists, or will
consist immediately prior to the Closing, of:

(a) Preferred Stock. 1,538,462 shares of Preferred Stock
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(the "Preferred Shares"), 1,538,462 shares of which have been designated Series
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A Preferred Shares; and

(b) Common Stock. 17,200,000 shares of Series A Common
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Stock, par value $.001 per share (the "Series A Common Shares") and 2,800,000
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shares of Series B Common Stock, par value $.001 per share (the "Series B Common
---------------
Shares" and together with the Series A Common Shares, the "Common Shares").
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2.2.2. As of the date hereof and at the Closing, 7,656,623 Series A
Common Shares and 2,754,386 Series B Common Shares are and shall be issued and
outstanding. The Company and the Investor acknowledge and agree that 1,268,048
Series A Common Shares have been reserved by the Company for its employees,
consultants and directors that have been granted or are to be issued in the
future upon exercise of options pursuant to the Company's 1998 Stock Incentive
Plan.

2.2.3. The outstanding Common Shares are owned by the holders and
in the numbers specified in Section 2.2.3 of the Disclosure Schedule.
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2.2.4. The outstanding Common Shares are all duly and validly
authorized and issued, fully paid and nonassessable and were issued in
compliance with or pursuant to exemptions from the registration requirements of
all applicable state and federal laws concerning the issuance of securities.

2.2.5. Except for (i) the conversion privileges of the Purchased
Shares, (ii) the rights provided in the Investor Rights Agreement, (iii) the
preemptive rights of the holders of Series B Shares (the "Series B Preemptive
-------------------
Rights") set forth in the charter of the Company (the "Charter") and (iv) the
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Outstanding Options (as defined below), there are no outstanding options,
warrants, rights (including conversion or preemptive rights) or agreements for
the purchase or acquisition from the Company of any shares of its capital stock
or other securities. Set forth in Section 2.2.5(a) of the Disclosure Schedule is
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the following information with respect to all outstanding options, warrants and
rights to acquire the Company's capital stock or other securities (the
"Outstanding Options"): the holder, the number of shares or amount covered, the
exercise price and the expiration date. The Company is not a party or subject to
any agreement or understanding, and, to the Knowledge of the Company (as defined
below), there is no agreement or understanding between any persons and/or
entities, which affects or relates to the voting or giving of written consents
with respect to any security or by a director of the Company. A list setting
forth the Company's authorized and outstanding capital securities immediately
following the Closing is set forth in Section 2.2.5(b) of the Disclosure
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Schedule. Pursuant to the Series B Preemptive Rights, the Company shall not
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issue more than 615,385 Series A Shares, and any other Series B Preemptive
Rights shall have been waived as of the Closing.

2.3. Subsidiaries.
------------

The Company and its Subsidiaries do not presently own or control, directly
or indirectly, or hold any rights to acquire, any interest in any other
corporation, association or other business entity nor has the Company or any of
its Subsidiaries ever held any such interest. Except pursuant to the Strategic
Collaboration Agreement, neither the Company nor any of its

Subsidiaries is a participant in any joint venture, partnership or similar
arrangement nor has the Company or any of its Subsidiaries ever been a
participant in any such arrangement.

2.4. Authorization.
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All corporate action on the part of the Company, its officers, directors
and shareholders necessary for the authorization, execution and delivery of this
Agreement, the Investor Rights Agreement and all other agreements contemplated
hereby and thereby to which the Company is a party, the performance of all
obligations of the Company hereunder and thereunder, the adoption of the
Certificate, the amendment of the Company's bylaws and the authorization, sale
and issuance (or reservation for issuance) of the Purchased Shares and the
Common Shares issuable upon conversion of the Purchased Shares (the "Conversion
----------
Shares") has been taken or will be taken prior to the Closing. This Agreement,
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the Investor Rights Agreement and all other agreements contemplated hereby and
thereby to which the Company is a party and the Certificate constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies, and (iii) to the extent the indemnification provisions contained in
the Investor Rights Agreement may be limited by applicable federal or state
securities laws.

2.5. Valid Issuance of Preferred and Common Shares.
---------------------------------------------

The Purchased Shares, when issued, sold and delivered in accordance with
the terms of this Agreement for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable and will be free of
restrictions on transfer, other than restrictions on transfer under this
Agreement and the Investor Rights Agreement and under applicable state and
federal securities laws. The Conversion Shares have been duly and validly
reserved for issuance and, upon issuance in accordance with the terms of the
Certificate, will be duly and validly issued, fully paid and nonassessable and
will be free of restrictions on transfer, other than restrictions on transfer
under this Agreement and the Investor Rights Agreement and under applicable
federal and state securities laws.

2.6. Governmental Consents.
---------------------

No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of the Company is required in
connection with the consummation of the transactions contemplated by this
Agreement, except for (i) all notices of sale required to be filed under
Regulation D promulgated by the Securities and Exchange Commission ("SEC")
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pursuant to the Securities Act of 1933, as amended (the "Act"), (ii) post
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Closing filings required under applicable state securities laws and (iii) such
other filings required pursuant to applicable federal and state securities laws,
which filings will be effected within the respective required statutory periods.

2.7. Offering.
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Subject to the validity of the Investor's representations set forth in
Section 3 of this Agreement, the offer, sale and issuance of the Purchased
Shares as contemplated by this Agreement are exempt from the registration
requirements of the Act and the qualification, or registration or exemption
requirements under any applicable state securities laws. Neither the Company nor
any authorized agent acting on its behalf will take any action hereafter that
would cause the loss of such exemptions.

2.8. Litigation.
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There is no action, suit, proceeding or investigation (collectively, a
"Claim") pending or, to the knowledge of Xxxxx Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxx
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Xxxxxxx (collectively, the "Knowledge of the Company") currently threatened
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against or affecting the Company or any of its Subsidiaries (or, to the
Knowledge of the Company, pending or threatened against or affecting any of the
officers, directors or employees of the Company or any of its Subsidiaries with
respect to the business activities or proposed business activities of the
Company or any of its Subsidiaries) that questions the validity of this
Agreement or the right of the Company to enter into such agreement or to
consummate the transactions contemplated hereby, or that could reasonably be
expected to result, either individually or in the aggregate, in (i) a Material
Adverse Effect, or (ii) any change in the current equity ownership of the
Company. In addition, there is no claim pending or, to the Knowledge of the
Company, any basis therefor involving the prior

employment of any of the Company's or any of its Subsidiaries' employees, their
use in connection with the Company's or such Subsidiary's business of any
information or techniques allegedly proprietary to any of their former employers
or their obligations under any agreements with prior employers. Neither the
Company nor any of its Subsidiaries is a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. Neither the Company nor any of its Subsidiaries has
received any opinion or memorandum or legal advice from legal counsel to the
effect that it is exposed to any liability or disadvantage which could
reasonably be expected to cause a Material Adverse Effect. There is no Claim by
the Company or any of its Subsidiaries currently pending or that the Company or
any of its Subsidiaries intends to initiate.

2.9. Proprietary Information Agreements and Employee Obligations.
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Each employee, officer and consultant of the Company has executed an
agreement protecting the confidentiality of proprietary information and
assigning inventions to the Company in substantially the form attached hereto as
Exhibit E. To the Knowledge of the Company, no employees, officers or
---------
consultants are in violation of such agreement. To the Knowledge of the Company,
none of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject to any
judgment, decree or order of any court of administrative agency, that would
interfere with the use of his or her best efforts to promote the interests of
the Company or that would conflict with the Company's business as presently
conducted and as presently proposed to be conducted in the Overview. Neither the
execution of this Agreement nor the transactions contemplated by this Agreement,
nor the conduct of the Company's business as presently conducted and as proposed
to be conducted in the Overview, will, to the Knowledge of the Company, conflict
with or result in a breach of the terms, conditions or provisions of, or
constitute a default under, any contract, covenant or instrument under which any
of such employees is now obligated. To the Knowledge of the Company, it is not
and will not be necessary to utilize any inventions of any of its employees (or
people it currently intends to hire) made prior to their employment by the
Company in order for the Company to conduct its business as currently conducted
and as

currently contemplated to be conducted in the Overview, except for inventions
that have been assigned or licensed to the Company as of the date hereof.

2.10. Patents and Trademarks.
----------------------

2.10.1. Intellectual Property Used in the Business. Section
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2.10.1(a) of the Disclosure Schedule contains a complete and accurate list of
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all (i) patented or registered Intellectual Property Rights (as defined below)
owned or used by the Company or any of its Subsidiaries, (ii) pending patent,
copyright and trademark applications and applications for registrations of other
Intellectual Property Rights filed by the Company or any of its Subsidiaries and
(iii) unregistered trade names and corporate names owned or used by the Company
or any of its Subsidiaries. Section 2.10.1(b) of the Disclosure Schedule also
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contains a complete and accurate list of all licenses and other rights granted
by the Company or any of its Subsidiaries to any third party with respect to any
Intellectual Property Rights and all licenses and other rights granted by any
third party to the Company or any of its Subsidiaries with respect to any
Intellectual Property Rights, in each case identifying the subject Intellectual
Property Rights but not including licenses arising from the purchase of "off the
shelf" software products with an original purchase price of less than $5,000 or
licenses of intellectual property by the Company or any of its Subsidiaries in
the ordinary course of business to its customers effected pursuant to an
agreement substantially and in all material respects in the form of the
Company's standard license agreement which is set forth in Section 2.10(b) of
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the Disclosure Schedule (the "Standard License"). The Company owns all right,
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title and interest to, or has the right to use pursuant to a valid license, all
Intellectual Property Rights necessary for the operation of the business of the
Company as presently conducted (the "Company Intellectual Property"), free and
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clear of all liens, encumbrances or claims of others. The Company has taken all
necessary and commercially reasonable actions to maintain and protect the rights
of the Company in and to use the Company Intellectual Property.

2.10.2. Claims Relating to Company Intellectual Property. There
------------------------------------------------
have been no claims made against the Company or any of its Subsidiaries
asserting the invalidity, misuse or unenforceability of any of the Company
Intellectual Property, and to the Knowledge of the Company, there are no valid
grounds for any such claims. The Company has not received any

notices of, and, to the Knowledge of the Company, there are not any facts which
indicate a likelihood of, any infringement or misappropriation by, or conflict
with, any third party with respect to any Company Intellectual Property
(including, without limitation, any demand or request that the Company license
any rights from a third party). The conduct of the Company's business has not
infringed, misappropriated or conflicted with and does not infringe,
misappropriate or conflict with any Intellectual Property Rights of others, nor
would any future conduct of the Company as contemplated in the Overview
infringe, misappropriate or conflict with any Intellectual Property Rights of
others. To the Knowledge of the Company, the Intellectual Property Rights owned
by or licensed to the Company have not been infringed, misappropriated or
violated by others. The transactions contemplated by this Agreement shall have
no adverse effect on the Company's right, title and interest in and to
Intellectual Property Rights owned by the Company, nor shall such transactions
have an adverse effect on the enforceability of license agreements pursuant to
which Intellectual Property Rights have been licensed to or by the Company.

2.10.3. Definition of Intellectual Property Rights. For purposes of
------------------------------------------
this Agreement, "Intellectual Property Rights" means all (i) patents, patent
----------------------------
applications, patent disclosures and inventions, (ii) trademarks, service marks,
trade dress, trade names, logos and corporate names and registrations and
applications for registration thereof together with all of the goodwill
associated therewith, (iii) copyrights (registered and unregistered) and
copyrightable works and registrations and applications for registration thereof,
(iv) mask works and registrations and applications for registration thereof, (v)
computer software, data, data bases and documentation thereof, (vi) trade
secrets and other confidential information (including, without limitation,
ideas, formulas, compositions, inventions (whether patentable or unpatentable
and whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, financial and
marketing plans and customer and supplier lists and information), (vii) other
intellectual property rights and (viii) copies and tangible embodiments thereof
(in whatever form or medium).

2.11. Compliance with Other Instruments.
---------------------------------

Neither the Company nor any of its Subsidiaries is in violation of or
default under any provision of the Charter or bylaws, each as amended, or of any
instrument, judgment, order, writ, decree or contract to which it is a party or
by which it is bound or of any provision of any federal or state statute, rule
or regulation applicable to the Company, which violation or default could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. The execution, delivery and performance of this Agreement and
all other agreements contemplated hereby to which the Company is a party and the
consummation of the transactions contemplated hereby will not result in any such
violation, or be in conflict with or constitute, with or without the passage of
time and giving of notice, either a default under any such provision,
instrument, judgment, order, writ, decree or contract or an event that results
in the creation of any lien, charge or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture or nonrenewal of
any material permit, license, authorization or governmental approval applicable
to the Company, its business or operations or any of its assets or properties.

2.12. Agreements; Action.
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2.12.1. Set forth in Section 2.12.1 of the Disclosure Schedule is a
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list of all agreements presently in effect between the Company and any of its
officers, directors, shareholders or affiliates or any affiliate of any such
officer, director or shareholder.

2.12.2. There are no agreements, instruments, contracts,
transactions currently being negotiated, judgments, orders, writs or decrees to
which the Company is a party or by which it is bound that involve (i)
obligations (contingent or otherwise) of, or payments to, the Company in excess
of $10,000 other than obligations of, or payments to, the Company arising from
agreements entered into in the ordinary course of business, (ii) the license of
any Intellectual Property Right to or from the Company, other than (X) licenses
arising from the purchase of "off the shelf" or other standard products with an
original purchase price of not more than $5,000, (Y) licenses which are set
forth in Section 2.10.1 of the Disclosure Schedule and (Z) licenses entered into
-------------- -------------------
by the Company in the ordinary course of business with its customers which

have been effected pursuant to the Standard License, (iii) provisions
restricting in any manner or affecting the development, manufacture or
distribution of the Company's products or services, (iv) a warranty with respect
to its services rendered or its products sold or leased, except for the standard
form of warranty delivered with the Company's products which is set forth in
Section 2.12.2 of the Disclosure Schedule, or (v) indemnification obligations of
-------------- -------------------
the Company to any other party (contingent or otherwise); other than the
obligations of the Company set forth in this Agreement, the Investor Rights
Agreement, the Charter or the Certificate.

2.12.3. The Company has not declared or paid any dividends or
authorized or made any distribution upon or with respect to any class or series
of its capital stock. The Company has not (i) incurred any currently outstanding
indebtedness for borrowed money or any other liabilities to pay money in an
amount individually in excess of $50,000 or, in the case of currently
outstanding indebtedness for borrowed money and/or liabilities to pay money in
an amount individually less than $50,000, in excess of $100,000 in the
aggregate, (ii) made any loans or advances to any person, other than ordinary
advances for travel and other reimbursable business expenses, or (iii) sold,
exchanged or otherwise disposed of any of its assets or rights, other than the
sale of its products in the ordinary course of business.

2.12.4. For the purposes of subsections 2.12.2 and 2.12.3 above,
all indebtedness, liabilities, agreements, understandings, instruments,
contracts and proposed transactions involving the same person or entity
(including persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections.

2.12.5. All of the contracts, agreements and instruments set forth
in Section 2.12 of the Disclosure Schedule are valid, binding and enforceable in
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accordance with their respective terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the enforcement of creditors' rights generally, and (ii)
as limited by laws of general application relating to the availability of
specific performance, injunctive relief or other equitable remedies. The Company
has performed all material obligations required to be performed by it on or
before the date of this Agreement and is not in default under or in violation of
nor is it in receipt of any claim of default or violation under any

contract, agreement or instrument, which default or violation could reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect, and the Company does not have any present expectation or intention of
not fully performing all such obligations. No event has occurred which with the
passage of time or the giving of notice or both would result in a default,
violation or event of noncompliance by the Company under any contract, agreement
or instrument, which violation or default could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. To the
Knowledge of the Company, there has not occurred any breach or anticipated
breach by any other party to any contract, agreement, instrument or commitment
to which the Company is a party, where such breach or anticipated breach could
reasonably be expected to cause a Material Adverse Effect.

2.12.6. The Investor has been supplied with a true and correct copy
of each of the written instruments, plans, contracts and agreements and an
accurate description of each of the oral arrangements, contracts and agreements
that are referred to in Section 2.12 of the Disclosure Schedule, other than
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contracts between the Company and its customers entered in the ordinary course
of business effected pursuant to the Standard License, together with all
amendments, waivers or other changes thereto.

2.12.7. Neither the Company nor any of its Subsidiaries is a party
to or bound by any contract, agreement or instrument, or subject to any
restriction under the Charter or the charter of any such Subsidiary, that could
reasonably be expected to cause a Material Adverse Effect.

2.12.8. The Company has not engaged in the past three (3) months in
any discussion (i) with any representative of any person, entity, partnership or
association regarding the consolidation or merger of the Company with or into
any entity, (ii) with any person, entity, partnership or association regarding
the sale, conveyance or disposition of all or substantially all of the assets of
the Company or a transaction or series of related transactions in which more
than fifty percent (50%) of the outstanding equity of the Company would be
transferred or disposed of, or (iii) regarding any other form of acquisition,
liquidation, dissolution or winding up of the Company.

2.13. Related-Party Transactions.
--------------------------

No employee, shareholder, officer or director of the Company or member of
his or her immediate family is indebted to the Company, nor is the Company
indebted (or committed to make loans or extend or guarantee credit) to any of
them. To the Knowledge of the Company, none of such persons has any direct or
indirect ownership interest in any firm or corporation with which the Company is
affiliated or with which the Company has a business relationship, or any firm or
corporation that competes with the Company, except that employees, shareholders,
officers or directors of the Company and members of their immediate families may
own less than five percent (5%) of the outstanding equity of publicly traded
companies that may compete with the Company. To the Knowledge of the Company, no
member of the immediate family of any officer or director of the Company is
directly or indirectly interested in any material contract with the Company.

2.14. Financial Statements.
--------------------

The Company has delivered to the Investor its audited consolidated balance
sheet as of March 31, 1999 and 2000 and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the years then ended
and its unaudited consolidated balance sheet as of September 30, 2000 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the six-month period then ended (collectively, the "Financial
---------
Statements"), which are set forth in Section 2.14(a) of the Disclosure Schedule,
---------- --------------- -------------------
and its projected financial statements, as provided in the Overview (the
"Projected Financials"), which are set forth in Section 2.14(b) of the
-------------------- ------------
Disclosure Schedule. Each of the Financial Statements is accurate and complete
-------------------
in all material respects, is consistent with the books and records of the
Company (which, in turn, are accurate and complete in all material respects) and
has been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated and with each
other except that the interim Financial Statements of and for 2000 may not
contain all footnotes required by generally accepted accounting principles. The
Financial Statements fairly present the financial condition and operating
results of the Company and its Subsidiaries as of the dates and for the periods
indicated therein. With respect to the Projected Financials, the Company
represents only that the

projections contained therein were prepared in good faith and that the Company
reasonably believes there is a reasonable basis for the projections included in
the Projected Financials in all material respects. Except as set forth in the
Financial Statements, neither the Company nor any of its Subsidiaries has any
liabilities arising out of transactions entered into at or prior to the Closing
other than liabilities and obligations that have arisen after September 30, 2000
in the ordinary course of business. Except as disclosed in the Financial
Statements, the Company is not a guarantor or indemnitor of any indebtedness of
any other person or entity.

2.15. Changes.
-------

Since September 30, 2000, there has not been:

2.15.1. any adverse change in the assets, liabilities, financial
condition or operating results of the Company or any of its Subsidiaries, except
(i) changes in the ordinary course of business that have not caused and could
not reasonably be expected to cause, in the aggregate, a Material Adverse
Effect, and (ii) losses incurred in the ordinary course of business in amounts
not in excess of the amounts set forth in the Overview;

2.15.2. any damage, destruction or loss, whether or not covered by
insurance, that has caused or could reasonably be expected to cause a Material
Adverse Effect;

2.15.3. any waiver by the Company of a material right or of a
material debt owed to it;

2.15.4. any satisfaction or discharge of any lien, claim or
encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and that is not material to the assets, properties, financial
condition, operating results or business of the Company;

2.15.5. any material change or amendment to a material contract or
arrangement by which the Company or any of its assets or properties is bound or
subject;

2.15.6. any material change in any compensation arrangement or
agreement with any employee other than in the ordinary course of business,
consistent with past practice;

2.15.7. any sale, assignment or transfer of any Intellectual
Property Rights or other intangible assets other than licenses of the Company's
software products in the ordinary course of business pursuant to the Standard
License;

2.15.8. any resignation or termination of employment of any
officer of the Company; and, to the Knowledge of the Company, no such officer is
currently contemplating his resignation or termination of employment with the
Company;

2.15.9. any declaration, payment, setting aside or other
distribution of cash or other property to its shareholders with respect to its
capital stock or other equity securities (including without limitation, any
warrants, options or other rights to acquire its capital stock or other equity
securities);

2.15.10. any mortgage, pledge, security interest or lien created by
the Company with respect to any of its properties or assets, except liens for
taxes that are not yet due or payable;

2.15.11. any capital expenditures or commitments therefor by the
Company that exceed $20,000 in the aggregate, except as set forth in Section
-------
2.15.11 of the Disclosure Schedule;
------- -------------------

2.15.12. any loans or advances to, guarantees for the benefit of,
or investments in, any person (including but not limited to any of the Company's
employees, officers or directors, or any members of their immediate families),
entity, association or partnership (other than advances for expenses incurred by
employees of the Company in the ordinary course of business);

2.15.13. to the Knowledge of the Company, any other event or
condition of any character that could reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect; or

2.15.14. any agreement or commitment by the Company to do any of
the things described in this Section 2.15.

2.16. Taxes.
-----

The Company and each of its Subsidiaries has filed or caused to be filed
all tax returns that are required to have been filed and all such returns are
correct and complete in all material respects. The Company and each of its
Subsidiaries has paid all taxes shown to be due and payable on said returns and
all other taxes, impositions, assessments, fees or other charges imposed on it
by any governmental authority, agency or instrumentality, prior to any
delinquency with respect thereto (other than taxes, impositions, assessments,
fees and charges currently being contested in good faith by appropriate
proceedings, for which appropriate amounts have been reserved and reflected on
the Financial Statements). No tax liens have been filed against the Company, any
of its Subsidiaries or any of their respective property or are outstanding with
respect to the Company, any of its Subsidiaries or any of their respective
property, other than inchoate liens for taxes not yet payable.

2.17. Permits.
-------

The Company has all franchises, permits, licenses and similar authority
necessary for the conduct of its business, and the Company reasonably believes
that it can obtain, without undue burden or expense, any similar authority for
the conduct of its business as planned to be conducted according to the
Overview. The Company is not in default in any respect under any of such
franchises, permits, licenses or other similar authority where such default has
caused or could reasonably be expected to cause a Material Adverse Effect.

2.18. Environmental and Safety Laws.
-----------------------------

The Company, the operation of its business and any real property that the
Company leases or has leased or otherwise occupies or uses or has occupied or
used (collectively, the "Premises") are in compliance with all applicable
--------
Environmental Laws (as defined below) and orders or directives of any
governmental authorities having jurisdiction under such Environmental Laws. The
Company has not received any citation, directive, letter or other communication,
written or oral, or any notice of any proceeding, claim or lawsuit, from any
person arising out of the ownership or occupation of the Premises, or the
conduct of its operations. For purposes of this Agreement, the term
"Environmental Laws" shall mean any

Federal, state, local or foreign law, ordinance, rule, regulation, permit and
authorization pertaining to the protection of human health or the environment.

2.19. Disclosure.
----------

The Company has fully provided the Investor with all of the information
that the Investor or its representatives have requested in respect of Investor's
decision whether to purchase the Purchased Shares and all information that to
the Knowledge of the Company is necessary to enable the Investor to make such
decision. Neither this Agreement (including all the exhibits and schedules
hereto) nor any other certificates made or delivered in connection herewith
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements herein or therein not misleading in light
of the circumstances under which they were made. Except as set forth in this
Agreement or the Disclosure Schedule, to the Knowledge of the Company, there is
-------------------
no fact that the Company has not disclosed to the Investor in writing and which
has caused or could reasonably be expected to cause a Material Adverse Effect.

2.20. Overview.
--------

The Overview has been previously delivered to the Investor, has been
prepared in good faith by the Company and does not, to the Knowledge of the
Company, contain any untrue statement of a material fact nor does it omit to
state a material fact necessary to make the statements made therein not
misleading, except that with respect to the Projected Financials, the Company
represents only that the projections contained therein were prepared in good
faith and that the Company reasonably believes there is a reasonable basis for
such projections. The Company makes no representation, warranty, covenant or
assurance that the assumptions used in the Projected Financials will prove to be
valid or that the objectives set forth in the Overview will be achieved.

2.21. Registration Rights.
-------------------

Except as provided in the Investor Rights Agreement, the Company has not
granted or agreed to grant registration rights of any nature or form with
respect to any securities of the Company to any person or entity.

2.22. Corporate Documents; Minute Books.
---------------------------------

Except for amendments necessary to satisfy representations and warranties
or conditions contained herein (the forms of which amendments have been approved
by the Investor), the Charter and the bylaws of the Company are in the form
previously provided to the Investor.

2.23. Title to Property and Assets.
----------------------------

Neither the Company nor any of its Subsidiaries owns any real property and
leases only the real property listed in Section 2.23 of the Disclosure Schedule.
------------ -------------------
The Company has good and marketable title to all of the personal property set
forth in or reflected on the Balance Sheet of the Company as of the year ended
March 31, 2000, free and clear of any and all claims, liens, encumbrances,
equities and restrictions of every kind and nature whatsoever.

With respect to the property and assets it leases, the Company and its
Subsidiaries are in compliance with such leases and holds a valid leasehold
interest therein, under written lease agreements, free of any liens, claims or
encumbrances. Set forth in Section 2.23 of the Disclosure Schedule is a correct
------------ -------------------
and complete list of all material leases to which the Company is a party with
respect to personal property and all leases to which the Company is a party with
respect to real property.

2.24. Insurance.
---------

The Company has in full force and effect fire, casualty, products liability
and officers and directors errors and omissions insurance policies in amounts
customary for companies similarly situated. A list of all such policies and the
amounts of coverage provided thereunder and deductibles therefrom are listed in
Section 2.24 of the Disclosure Schedule.
------------ -------------------

2.25 ERISA Compliance. With respect to the Employee Retirement Income
----------------
Security Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder ("ERISA"):
-----

2.25.1. Plans. Section 2.25 of the Disclosure Schedule sets forth
----- ------------ -------------------
any and all "employee benefit plans" maintained by or on behalf of the Company
or any ERISA Affiliates

(as defined below) as defined in Section 3(3) of ERISA (a "Plan"), including,
----
but not limited to, any defined benefit pension plan, profit sharing plan, money
purchase pension plan, savings or thrift plan, stock bonus plan, employee stock
ownership plan, Multiemployer Plan (as defined below), or any plan, fund,
program, arrangement or practice providing for medical (including post-
retirement medical), hospitalization, accident, sickness, disability, or life
insurance benefits. For purposes of this Agreement, "ERISA Affiliate" shall mean
each trade or business (whether or not incorporated) which, together with the
Company, is treated as a single employer under Section 414(b), (c), (m) or (o)
of the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and the rulings issued thereunder (the "Code"); and
----
"Multiemployer Plan" shall mean a "multiemployer plan" as defined in Section
400l(a)(3) of ERISA. Neither the Company nor any ERISA Affiliate maintains or
contributes to, or has maintained or contributed to, any defined benefit pension
plan or Multiemployer Plan.

2.25.2. Compliance. Each Plan has at all times been maintained, by
----------
its terms and in operation, in accordance in all material respects with all
applicable laws, and no fact that might constitute grounds for the involuntary
termination of the Plan, or for the appointment by the appropriate United States
District Court of a trustee to administer the Plan, exists at the time of
execution of this Agreement nor shall any such fact exist as of the Closing.

2.25.3. Liabilities. Except for liabilities and expenses which
-----------
become payable and are timely paid pursuant to the terms and usual operations of
the Plans, the Company is not currently and, to the Knowledge of the Company,
will not become subject to any material liability (including withdrawal
liability), tax or penalty whatsoever to any person whomsoever with respect to
any Plan including, but not limited to, any material tax, penalty or liability
arising under Title I or Title IV of ERISA or Chapter 43 of the Code.

2.25.4. Funding. The Company and each ERISA Affiliate have made
-------
full and timely payment of all amounts (i) required to be contributed under the
terms of each Plan and applicable law and (ii) required to be paid as expenses
of each Plan. No Plan or Plans have an "amount of unfunded benefit liabilities"
(as defined in Section 4001 (a)(l 8) of ERISA).

2.26. Labor and Employment Agreements and Actions.
-------------------------------------------

The Company is not aware that any officer or key employee, or that any
group of employees of the Company, intends to terminate his or their employment
with the Company, nor does the Company have a present intention to terminate the
employment of any of the foregoing. All written and material oral agreements
with employees of the Company are listed in Section 2.26 of the Disclosure
------------ ----------
Schedule, and copies of all such agreements previously have been delivered to
--------
the Investor. To the Knowledge of the Company, it does not have any labor
relations problems (including without limitation, any union organization
activities, threatened or actual strikes or work stoppages or material
grievances). The Company is not bound by or subject to (and none of its assets
or properties is bound by or subject to) any written or oral, express or
implied, contract, commitment or arrangement with any labor union.

2.27. Customer Relations.
------------------

The Company has received no customer complaints concerning its products,
nor has it had its products returned by a purchaser thereof or had any claims
for breach of warranty, where such complaints, returns of products or claims,
has caused or could reasonably be expected to cause, individually or in the
aggregate, a Material Adverse Effect.

3. Representations and Warranties of the Investor.
----------------------------------------------

The Investor hereby represents and warrants to the Company that:

3.1. Authorization.
-------------

Subject to the approval of the Investor's Board of Directors, the Investor
has full power and authority to enter into this Agreement and the Investor
Rights Agreement, and, upon such approval, each such agreement will constitute
the Investor's valid and legally binding obligation, enforceable in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies, and (iii) to the extent the

indemnification provisions contained in the Investor Rights Agreement may be
limited by applicable federal or state securities laws.

3.2. Purchase Entirely for Own Account.
---------------------------------

The Purchased Shares will be acquired for investment for the Investor's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and the Investor has no present intention of
selling, granting any participation in or otherwise distributing any of the
Purchased Shares.

3.3. Disclosure of Information.
-------------------------

The Investor has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Purchased Shares and the business, properties, prospects and financial condition
of the Company; provided, however, that this Section 3.3 does not limit or
-------- -------
modify in any way the representations and warranties of the Company contained in
this Agreement, the Investor Rights Agreement or in any other agreement or
document delivered by the Company pursuant hereto or thereto or the right of the
Investor to rely thereon.

3.4. Restricted Securities.
---------------------

The Investor acknowledges that the Purchased Shares are "restricted
securities" under the Securities Act and state securities laws inasmuch as they
are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations promulgated
pursuant thereto, the Purchased Shares may be resold without registration under
the Act only in certain limited circumstances. In the absence of an effective
registration statement covering the Purchased Shares (or the Conversion Shares)
or an exemption from registration under the Act, the Purchased Shares (and the
Conversion Shares) must be held indefinitely. The Investor understands that the
Company is under no obligation to register any of the securities sold hereunder
except as provided in the Investor Rights Agreement. The Investor acknowledges
that no public market now exists for any of the Purchased Shares and that it is
uncertain whether a public market will ever exist for the Purchased Shares or
the Conversion

Shares. The Investor is an "Accredited Investor" as that term is defined in
Section 501(a) of Regulation D, promulgated under the Securities Act.

3.5. Legends.
-------

The Investor acknowledges that the certificates evidencing the Purchased
Shares and the Conversion Shares will bear the following legends:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
---
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM."

The legend set forth above shall be removed by the Company from any certificate
evidencing Purchased Shares or Conversion Shares upon delivery to the Company of
an opinion by counsel, reasonably satisfactory to the Company, that a
registration statement under the 1933 Act is at that time in effect with respect
to the legended security or that such security can be freely transferred in a
public sale without such a registration statement being in effect and that such
transfer will not jeopardize the exemption or exemptions from registration
pursuant to which the Company issued the Purchased Shares or Conversion Shares.

4. Conditions of Investor's Obligations at Closing.
-----------------------------------------------

The obligations of the Investor to consummate the transactions contemplated
hereby are subject, in the discretion of the Investor, to the satisfaction or
waiver, at or prior to the Closing, of each of the following conditions:

4.1. Representations and Warranties.
------------------------------

The representations and warranties of the Company contained in Section 2
shall be true on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.

4.2. Due Diligence.
-------------

The Investor shall have completed, to its sole satisfaction, its due
diligence investigation of the Company.

4.3. Performance.
-----------

The Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement and any other documents,
certificates or agreements contemplated hereby that are required to be performed
or complied with by it on or before the Closing.

4.4. Closing Documents.
-----------------

The Company shall have delivered to the Investor all of the following
documents:

4.4.1. A Compliance Certificate, dated the date of the Closing,
stating that the conditions specified in Sections 4.1. and 4.3. have been
fulfilled, stating that there has been no Material Adverse Effect since March
31, 2000 and certifying that all obligations of the Company with respect to all
preemptive rights of the holders of securities of the Company including the
Series B Preemptive Rights have been fulfilled.

4.4.2. Copies of the resolutions duly adopted by the Company's
board of directors authorizing the execution, delivery and performance of this
Agreement, the Investor Rights Agreement and each of the other agreements
contemplated hereby and thereby, the filing of the Certificate, the amendment
and adoption of the Company's bylaws, approving a board of directors consisting
of five (5) directors, the issuance and sale of the Purchased Shares and the

consummation of all other transactions contemplated by this Agreement certified
by the Secretary of the Company to be true, complete and correct.

4.4.3. A Certificate of the Secretary of the Company certifying
the names of the officers of the Company authorized to sign this Agreement, the
certificates representing the Purchased Shares and the other documents,
instruments and certificates to be delivered pursuant to this Agreement by the
Company or its officers, together with true signatures of such officers.

4.4.4. Copies of the Charter, certified by the Secretary of State
of Delaware, and the Company's bylaws certified by the Secretary of the Company,
each as amended and in effect at the Closing;

4.4.5. Certificates of good standing issued by the Secretary of
State of Delaware and the Secretary of State for each other state where the
Company is authorized to do business;

4.4.6. Copies of all third party and governmental consents,
approvals and filings required to be obtained or made in connection with and
prior to or concurrent with the consummation of the transactions hereunder
(including, without limitation, all federal and state securities law filings and
waivers or evidence of exercise of all preemptive rights (including the Series B
Preemptive Rights) and waivers of rights of first refusal); and

4.4.7. A share certificate representing the Purchased Shares.

4.5. Qualifications, Filings.
-----------------------

All authorizations, approvals or permits, if any, of any governmental
authority or regulatory body of the United States or of any state that are
required in connection with the lawful issuance and sale of the Purchased Shares
pursuant to this Agreement shall be duly obtained and effective as of the
Closing. The Regulation D filing described in Section 2.6 shall be mailed at
such time as to be in compliance with Regulation D by, or on behalf of, the
Company.

4.6. Certificate. The Certificate shall have been duly adopted by the
-----------
Company by all necessary corporate action and shall have been duly filed with
the Secretary of State of Delaware.

4.7. Proceedings and Documents.
-------------------------

All corporate and other proceedings in connection with the transactions
contemplated at the Closing and all documents incident thereto, including,
without limitation, the Charter, amended to include the Certificate and delete
and rights and preferences of the Series A Preferred Stock of the Company
existing prior to the date hereof, shall be reasonably satisfactory in form and
substance to the Investor's counsel, and the Investor or its counsel shall have
received all counterpart original and certified or other copies of such
documents as they may reasonably request.

4.8. Proprietary Information Agreements.
----------------------------------

Each employee of and consultant to the Company shall have entered into a
document protecting the confidentiality of Company proprietary information and
assigning inventions to the Company in the form previously provided to the
Investor and in substantially the form attached hereto as Exhibit E.
---------
4.9. RESERVED.

4.10. Board Membership.
----------------

The Company shall have taken all necessary corporate action such that,
immediately following the Closing, the Investor may elect one (1) director to
the Board of Directors of the Company.

4.11. Opinion of Company Counsel.
--------------------------

The Investor shall have received from Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx,
LLP, counsel for the Company, an opinion, dated as of the Closing, in the form
attached hereto as Exhibit F.
---------

4.12. Investor Rights Agreement.
-------------------------

The Company shall have entered into the Investor Rights Agreement.

4.13. Securities Exemption. The offer and sale of the Purchased Shares to
---------------------
the Investor pursuant to this Agreement shall be exempt from the registration
requirements of the Act and the registration and the qualification requirements
of all applicable state securities laws.

4.14. No Material Adverse Effect. There shall have occurred no event or
--------------------------
circumstance that has caused or could reasonably be expected to cause a Material
Adverse Effect.

4.15. Board of Directors of the Investor. The Board of Directors of the
----------------------------------
Investor shall have approved the transactions contemplated in this Agreement.

5. Conditions of the Company's Obligations at Closing.
--------------------------------------------------

The obligations of the Company to consummate the transactions contemplated
hereby are subject, in the discretion of the Company, to the satisfaction or
waiver, at or prior to the Closing, of each of the following conditions:

5.1. Representations and Warranties.
------------------------------

The representations and warranties of the Investor contained in Section 3
shall be true on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing.

5.2. Payment of Purchase Price.
-------------------------

The Investor shall have delivered the purchase price specified in Section
1.1.

5.3. Qualifications.
--------------

All authorizations, approvals or permits, if any, of any governmental
authority or regulatory body of the United States or of any state that are
required to be obtained by the Investor in connection with the lawful purchase
of the Purchased Shares pursuant to this Agreement shall be duly obtained and
effective as of the Closing.

5.4. Investor Rights Agreement.
-------------------------

The Investor shall have entered into the Investor Rights Agreement.

5.5. Securities Exemptions. The offer and sale of the Purchased Shares to
---------------------
the Investor pursuant to this Agreement shall be exempt from the registration
requirements of the Act and the registration and the qualification requirements
of all other applicable state securities laws.

6. Indemnification.
---------------

6.1 General.
-------

(a) Subsequent to the Closing, the Company shall indemnify the
Investor, and, with respect to any Third Party Claim (as defined below), the
Investor, its subsidiaries and affiliates, and each of their respective
partners, officers, directors, employees, shareholders and agents (the "Investor
--------
Indemnified Parties") against, and hold each of the Investor Indemnified Parties
-------------------
harmless from, any and all losses, liabilities, claims, damages (including
incidental and consequential damages), expenses (including, without limitations,
reasonable costs of investigation and defense and reasonable attorneys' fees) or
diminution of value (collectively, "Losses") incurred by any such Investor
------
Indemnified Party, that are incident to, arise out of, or are in connection with
or related to, whether directly or indirectly, the breach or violation of any
warranty, representation, covenant or agreement of the Company contained in this
Agreement.

(b) Subsequent to the Closing, the Investor shall indemnify the
Company, and, with respect to any Third Party Claim, the Company, its
subsidiaries and affiliates, and each of their respective partners, officers,
directors, employees, shareholders and agents (the "Company Indemnified
-------------------
Parties") against, and hold each of the Company Indemnified Parties harmless
-------
from, any Losses incurred by any such Company Indemnified Parties, that are
incident to, arise out of, or are in connection with or related to, whether
directly or indirectly, the breach or violation of any warranty, representation,
covenant or agreement of the Investor contained in this Agreement.

(c) Notwithstanding any other provision hereof, the aggregate
indemnification to be provided by each of the Company and the Investor pursuant
to this Section 6.1 shall not exceed $3,000,000 in the aggregate.

6.2 Procedure for Claims. If a claim for Losses (an "Indemnified Claim")
-------------------- -----------------
is to be made by a person entitled to indemnification hereunder, the person
claiming such indemnification (the "Indemnified Party") shall give written
-----------------
notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party")
------------ ------------------
as soon as practicable after the Indemnified Party becomes aware of any fact,
condition or event when may give rise to Losses for which

indemnification may be sought under this Section 6. In the case of an
Indemnified Claim involving the assertion of a claim by a third party (whether
pursuant to a lawsuit or other legal action or otherwise, a "Third-Party
-----------
Claim"), (a) the Indemnifying Party shall be entitled, if it so elects, at its
-----
own cost, risk and expense (i) to take control of the defense and investigation
of such Third-Party Claim, and (ii) to pursue the defense thereof by appropriate
actions or proceedings, including, without limitation, to employ and engage
attorneys of its own choice reasonably acceptable to the Indemnified Party to
handle and defend the same, and (b) the Indemnifying Party shall be entitled
(but not obligated), if it so elects, to compromise or settle such claim, which
compromise or settlement shall be made only with the written consent of the
Indemnified Party, such consent not to be unreasonably withheld. In the event
the Indemnifying Party elects to assume control of the defense and investigation
of such lawsuit or other legal action in accordance with this Section 6.2, the
Indemnified Party may, at its own cost and expense, participate in the
investigation, trial and defense of such Third-Party Claim. If the Indemnifying
Party fails to assume the defense of such Third-Party Claim in accordance with
this Section within 30 calendar days after receipt of the Claim Notice, the
Indemnified Party against which such Third-Party Claim has been asserted shall
(upon delivering notice to such effect to the Indemnifying Party) have the right
to undertake, at the Indemnifying Party's cost, risk and expense, the defense,
compromise and settlement of such Third-Party Claim on behalf of and for the
account of the Indemnifying Party; provided that such Third-Party Claim shall
not be compromised or settled without the written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld. In the event the
Indemnifying Party assumes the defense of the claim, the Indemnifying Party
shall keep the Indemnified Party reasonably informed of the progress of such
defense, compromise or settlement, and in the event the Indemnified Party
assumes the defense of the claim, the Indemnified Party shall keep the
Indemnifying Party reasonably informed of the progress of any such defense,
compromise or settlement. The Indemnifying Party shall be liable for any
settlement of any Third-Party Claim effected pursuant to and in accordance with
this Section 6 and for any final judgment (subject to any right of appeal), and
the Indemnifying Party agrees to indemnify and hold harmless each Indemnified
Party from and against any and all Losses incurred by the Indemnified Party by
reason of such settlement or judgment.

6.3 Not Exclusive Remedy. The remedies set forth in this Section 6 are
--------------------
not exclusive and do not limit any other remedies that may be available to the
Investor.

7. Miscellaneous.
-------------

7.1. Survival.
--------

The warranties, representations and covenants of the Company and the
Investor contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing until the later of (i)
the date which is thirty (30) days after the Investor's receipt of audited
financial statements of the Company as of and for the year ended March 31, 2002
and (ii) September 30, 2002 and shall in no way be affected by any investigation
of the subject matter thereof made by or on behalf of the Investor or the
Company.

7.2. Successors and Assigns.
----------------------

Except as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any Purchased
Shares or Conversion Shares). Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

7.3. Governing Law.
-------------

This Agreement shall be governed by and construed under the internal laws
of the State of Delaware, without reference to principles of conflicts of laws
or choice of laws.

7.4. Headings and Captions.
---------------------

The headings and captions used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
All references in this Agreement to sections, paragraphs, exhibits and schedules
shall, unless otherwise provided, refer

to sections and paragraphs hereof and exhibits and schedules attached hereto,
all of which exhibits and schedules are incorporated herein by this reference.

7.5. Notices.
-------

All notices required or permitted hereunder shall be in writing and shall
be deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day; (iii)
five days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the address as set
forth below or at such other address as either party may designate by five days
advance written notice provided in accordance with this Section 7.5 to the other
party hereto:

If to the Investor: Cadmus Communications Corporation
Xxxxx 000
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000

With a copy to: Xxxxxxxx Xxxxxxx Xxxx & Valentine, LLP
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Facsimile: (000) 000-0000

If to the Company: Xyvision Enterprise Solutions, Inc.
00 Xxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000

With a copy to: Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP
Suite 2300
1225 00/xx/ Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Facsimile: (000) 000-0000

7.6. Finder's Fee.
------------

Each party represents to the other that it shall pay and discharge when due
any finders' fee or commission payable by such party in connection with the
transactions contemplated in this Agreement. The Company has set forth in
Section 7.6 of the Disclosure Schedule each person or entity to which the
----------- -------------------
Company is obligated to pay any such finders' fee or commission.

7.7. Expenses.
--------

Irrespective of whether the Closing is effected, the Company shall
reimburse the reasonable fees of counsel for the Investor up to a maximum limit
of $15,000. The Investor shall discharge and pay when due all such fees that
exceed $15,000. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the Investor Rights Agreement or the
Certificate, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

7.8. Amendments and Waivers.
----------------------

Any term of this Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the
Company and the Investor.

7.9. Severability.
------------

If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

7.10. Entire Agreement.
----------------

This Agreement and the documents delivered pursuant hereto constitute the
entire agreement among the parties with respect to the subject matter hereof and
no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth herein
or therein.

7.11. Counterparts.
------------

This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

7.12. Further Assurances.
------------------

From and after the date of this Agreement, upon the request of the Investor
or the Company, the Company and the Investor shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement. In addition, the Company covenants and agrees that
the Company shall file, within fifteen business days after the Closing,
applications on the appropriate form for authority to transact business in each
state in which the failure to qualify could reasonably be expected to have a
Material Adverse Effect, pay all fees in connection therewith, and diligently
pursue with the appropriate offices of such states such authority and the
issuance of good standing certificates evidencing the same.

7.13. Facsimile Signatures. Facsimile signatures to this Agreement shall
---------------------
have the same force and effect as original signatures.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

COMPANY:

XYVISION ENTERPRISE SOLUTIONS, INC.,
a Delaware corporation

By:_____________________________________
Name:___________________________________
Title:__________________________________

INVESTOR:

CADMUS COMMUNICATIONS CORPORATION,
a Virginia corporation

By:_____________________________________
Name:___________________________________
Title:__________________________________

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
DATED AS OF FEBRUARY 16, 2001

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