Common use of The Offer Clause in Contracts

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the date hereof. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that combined with the Shares already owned by Parent, Purchaser or any of their affiliates shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease no change may be made which decreases the price per Share payable in the Offer, (ii) reduce Offer or which changes or waives the Minimum Condition or which changes the form of consideration to be paid in the Offer or which extends the period that the Offer is outstanding for one or more periods not to exceed thirty days in the aggregate or which reduces the maximum number of Shares to be purchased in the Offer, (iii) impose Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be paid net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, Purchaser expressly reserves for all Shares validly tendered into and not withdrawn from, the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Offer.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12three Business Days after the execution of this Agreement, 2002Parent shall cause Merger Sub to commence, and Merger Sub shall commence, within the meaning of Rule 14d-2 under the Exchange Act, an offer to purchase for cash (the "Offer") all of the issued and outstanding shares of the Company Common Stock, at a price of $7.25 per share, net to the seller in cash, subject to the tender of not less than a majority of the shares of the Company Common Stock outstanding on a fully-diluted basis (i.e., after giving effect to the conversion or exercise of all outstanding Existing Options for Company Common Stock, whether or not exercised or converted at the time of determination) (the "Minimum Condition"). The obligation of Purchaser Merger Sub to commence the Offer and to accept for payment Shares and to pay for any shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A I hereto. Purchaser expressly reserves Subject to the right Minimum Condition and the conditions set forth in Annex I hereto, Parent shall cause Merger Sub to waive accept for payment and pay for shares tendered as soon as Merger Sub is legally permitted to do so under applicable Law, upon the expiration date or any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, thatextension thereof as provided below. Neither Parent nor Merger Sub shall, without the prior written consent of the Company, Purchaser shall not (i) decrease the Offer price per Share payable in the Offer, (ii) reduce the maximum or number of Shares to be purchased in the Offershares tendered for, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer Offer, increase the Minimum Condition, impose additional conditions on the Offer, change the expiration date of the Offer, except as permitted by this Section 2.1, or (vi) amend, add to or waive amend any other term or condition of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of the shares of Common Stock (other than with respect to insignificant changes or amendments). Without the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) Parent and Merger Sub shall have the right to extend the expiration date of the Offer beyond the scheduled expiration date, (which shall initially be 20 business days following 12:00 midnight Eastern time on the date that is the 20th Business Day from the commencement date of the Offer, pursuant to Rule 14d-2 under the Exchange Act) from time to time for one or more additional periods of not more than ten Business Days (or such longer period as may be approved by the Company), (i) if, at immediately before the scheduled or extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer set forth in Annex I hereto shall not be have been satisfied or, to the extent permitted, waived, until such conditions are satisfied or waived or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, SEC applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (eiii) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be for any period required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateby applicable Law. In addition, if all of if, at the conditions to the Offer are satisfied scheduled or waived, then upon the applicable extended expiration date of the Offer, Purchaser mayconditions to the Offer have been satisfied or waived and the Minimum Condition has been satisfied but Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Parent and Merger Sub shall (subject to applicable law) have the right to provide for a "subsequent offering periods,period" (as such term is defined in, and in accordance with, contemplated by Rule 14d-11 under the Exchange Act, ) for an aggregate period not up to exceed twenty (20) business days (20 Business Days after Merger Sub's acceptance for all such extensions) payment and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions payment of the Offer. Upon expiration shares of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly Company Common Stock then tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the announcement of the execution of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Purchaser Sub to and of Parent to cause Sub to, accept for payment Shares payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A heretoattached hereto and to the other conditions of this Agreement. Purchaser Sub expressly reserves the right to modify the terms of the Offer and to waive any such condition, to increase the price per Share payable in condition of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Common Stock to be purchased in paid pursuant to the Offer, (iii) impose modify or add to the conditions to set forth in Exhibit A or otherwise amend the Offer in addition any manner materially adverse to those set forth in Annex A heretothe Company's stockholders, (iv) except as provided in the next two sentences, extend the Offer, or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer for a period of not more than 10 business days beyond the scheduled initial expiration date, date of the Offer (which initial expiration date shall be 20 business days following the commencement of the Offer), if, at if on the scheduled expiration date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (ii) extend the Offer from time to time if at the initial expiration date or any extension thereof the Minimum Tender Condition (as defined in Exhibit A) or any of the other conditions to PurchaserSub's obligation to accept for paymentpurchase shares of Common Stock set forth in paragraphs (a), (b) and to pay for, the Shares, (e) of Exhibit A shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (iiiii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the OfferOffer and (iv) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. In addition, Sub shall at the request of the Company extend the Offer for five business days if at any scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Common Stock shall not be satisfied; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser Sub shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateDecember 31, 1997. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept pay for payment all Shares shares of Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Sub becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) So long as none of the events set forth in clauses (a) through (i) of Annex I hereto ("conditions to the Offer") shall have occurred or exist, the Purchaser shall, and Exeter Parent shall cause the Purchaser to, commence (within the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation meaning of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (eRule 14d-2(a) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicable after the date hereof, but in any event not later than June 14, 1999, the Offer for all outstanding Shares at the Offer Price, net to the seller in cash. The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, 5 including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act. As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC" or the "Commission") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver of the conditions to the Offer. Without the prior written consent of the Company, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, change the conditions to the Offer, waive or reduce the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if all of the conditions to the Offer are then satisfied or waived, the Parent, in order to permit the Merger to become effective without a meeting of Shareholders in accordance with Section 14A:10-5.1 of the New Jersey Act, shall have the right (i) to extend the Offer for a period or periods aggregating up to ten business days from the then effective expiration date and (ii) thereafter to extend the Offer with the prior written consent of the Company; provided, further, that if Parent elects to extend the Offer pursuant to clause (i) above, Parent and the Purchaser shall be deemed to have permanently and irrevocably waived all of the conditions to the Offer (other than the Minimum Condition and the conditions set forth in clause (a) of the conditions to the Offer) and provided, further, that Parent may extend the Offer to the extent any conditions to the Offer have not been satisfied on the applicable expiration date. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer as of any expiration date, Parent will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date of the Offer.

The Offer. (a) Purchaser shallSubject to the conditions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date hereof, 2002. The Sub shall, and Parent shall cause Sub to, amend the Offer Documents (as so amended, the “Amended Offer Documents”) and file with the Securities and Exchange Commission (the “SEC”) the Amended Offer Documents; provided, however, that the obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be is subject to the conditions set forth in Annex A hereto1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). Purchaser The initial expiration date of the Offer (the “Expiration Date”) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and 14d-2 promulgated by the SEC). Sub expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in modify the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the Offer in addition to those conditions set forth in Annex A hereto1, (ivv) except as provided in the next sentence, extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, add to or waive amend any other term condition of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersCompany’s stockholders. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 in increments of not more than ten business days following the commencement of the Offereach, if, if at the scheduled expiration of the Offer, Expiration Date any of the conditions to Purchaser's Sub’s obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or waived, (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation, position or interpretation request of the Securities SEC or the staff thereof applicable to the Offer and Exchange Commission (C) make available a subsequent offering period (within the "meaning of Rule 14d-11 promulgated by the SEC"). Without limiting the right of Sub to extend the Offer, in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to the date specified in Section 9.01(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the staff thereofmaterial breach by Parent or Sub of any representation or warranty contained herein, applicable to (y) the Offertermination of this Agreement in accordance with its terms and (z) the date specified in Section 9.01(b)(ii)(B); provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured Parent and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser Sub shall not be required to so extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, Expiration Date if all the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the conditions Company to the Offer are satisfied perform in any material respect any covenant or waived, then upon the applicable expiration date agreement of the OfferCompany contained herein, Purchaser may, without or the consent material breach by the Company of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateany representation or warranty contained herein. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment all Shares validly shares of Company Common Stock tendered and not withdrawn pursuant as soon as it is legally permitted to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the do so under applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Law.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 1215, 20022005, Buyer shall, and Parent shall cause Buyer to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Purchaser Buyer to, and of Parent to cause Buyer to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A heretoExhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Purchaser Buyer expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Buyer shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive the Offer in addition to those set forth in Annex A heretoMinimum Tender Condition, (iv) extend add to the Offerconditions set forth in Exhibit A or modify any condition set forth in Exhibit A, (v) extend the Offer (except as set forth in the following two sentences), (vi) change the form of consideration payable in the Offer or (vivii) amend, add to otherwise amend or waive any other term of modify the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or Common Stock (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the Stockholdersholders of Company Common Stock). Notwithstanding the foregoing, Purchaser Buyer may, but shall not be obligated to, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 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 Buyer’s obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or waived, in increments of not more than five business days each, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer and (iii) extend the Offer for a period of time not to exceed ten business days if, at the scheduled expiration date of the Offer; provided, howeverthe Board of Directors of the Company shall have withdrawn, that qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger (any extension pursuant to this sentence being a “Parent Extension”). In addition, if at the sole condition remaining unsatisfied on the initial otherwise scheduled expiration date of the Offer any condition to the Offer is a condition set forth in paragraph (d) or (e) of Annex Anot satisfied, Purchaser Buyer shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachParent shall cause Buyer to, extend the Offer from time to time until five at the request of the Company for not less than 20 business days after such breach is cureddays; provided, further, provided that Purchaser Parent and Buyer shall not be required obligated to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Outside Date. In addition, Buyer may and, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of requested by the Company, provide "Buyer shall, make available a “subsequent offering periods," as such term is defined inperiod”, and in accordance with, with Rule 14d-11 under of the Exchange ActSEC, for an aggregate period of not to exceed twenty (20) less than 10 business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration datedays. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Buyer shall, and Exeter Parent shall cause Purchaser Buyer to, accept pay for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following after the acceptance expiration of Shares for paymentthe Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules foregoing, if at any time consummation of the SEC and Offer is not practicable due to (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the terms and conditions over-the-counter market or (B) the declaration of any banking moratorium or any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by lending institutions in the United States, consummation of the Offer will be delayed until such time as such events no longer make it impracticable to consummate the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallProvided that this Agreement shall not --------- have been terminated in accordance with Section 8.1 and none of the events set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Purchaser), and Exeter Parent shall cause Purchaser toto commence, commence and Purchaser shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the public announcement of Purchaser's intention to commence the Offer. The Offer shall remain open until the twentieth business day from the commencement of the Offer (the "Scheduled Expiration Date"). The obligation of Purchaser to accept for payment Shares and pay for shares of Common Stock tendered pursuant to the Offer shall be subject to the satisfaction or waiver of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share share of Common Stock payable in the Offer, and to make any other changes change in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not no change may be made which (iA) decrease decreases the price per Share share of Common Stock payable in the Offer, (iiB) reduce reduces the maximum number of Shares shares of Common Stock to be purchased in the Offer, (iiiC) impose imposes conditions to the Offer in addition to those set forth in Annex A hereto, (ivD) extend amends or changes the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term terms and conditions of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of shares of Common Stock (other than Parent and its subsidiaries), (E) changes or waives the StockholdersMinimum Condition (as defined in Annex A), (F) changes the consideration payable in the Offer to anything other than all cash, (G) reduces the time period during which the Offer shall remain open or (H) except as provided in the next sentence, extends the time period during which the Offer shall remain open. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the Scheduled Expiration Date and any subsequent scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration of the Offer, such date any of the conditions to Purchaser's obligation to accept for payment, and to pay for, shares of the Shares, Common Stock shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, and (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, shall be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of this Agreement and the Offer. Upon expiration Purchaser covenants and agrees that, subject to the terms and conditions of the OfferOffer and this Agreement, Purchaser shallincluding but not limited to the conditions of the Offer set forth in Annex A hereto, and Exeter shall cause Purchaser to, it will accept for payment all Shares and pay for shares of Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares as promptly following as practicable after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than five Business Days after the date of this Agreement, Purchaser shall, and Exeter Parent shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after within the date hereof, but in no event later than July 12, 2002meaning of the applicable Regulations of the SEC. The obligation of Purchaser to, and of Parent to cause Purchaser to, commence the Offer or accept for payment Shares payment, or pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A heretoB (any of which may be waived by Purchaser in its sole discretion, provided that, without the consent of the Company, Purchaser may not waive the Minimum Tender Condition or the condition set forth in paragraph (b)(viii) of Annex B) and to the other provisions of this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(c)(6) under the Exchange Act). Purchaser expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions modify or add to the Offer in addition to those conditions set forth in Annex A heretoB in any manner materially adverse to the holders of shares of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, materially adverse to the holders of shares of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such term is defined inconditions are satisfied or waived, and in accordance with(ii) extend the Offer for a period of not more than 10 Business Days beyond the expiration date that would otherwise be permitted under clause (i) of this sentence, Rule 14d-11 under if on the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice date of such subsequent offering extension less than 90% of the Fully Diluted Shares have been validly tendered and not properly withdrawn pursuant to the Offer, (iii) extend the Offer for any period required by any Regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (Biv) immediately accept and promptly pay extend the Offer for all Shares tendered as any reason for a period of such applicable not more than 10 Business Days beyond the latest expiration datedate that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser shall, and Exeter Parent shall cause Purchaser to, accept pay for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Purchaser becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) (i) Subject to the terms and conditions of this Agreement and provided that (x) this Agreement has not been terminated in accordance with ARTICLE VIII and (y) the Company is prepared (in accordance with Section 1.2) to file the Schedule 14D-9 on the same date as Purchaser commences the Offer, Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, hereof (but in no event later than July 12the tenth (10th) day on which the principal offices of the SEC in Washington, 2002D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day (other than Saturday or Sunday) on which banks are open in New York, New York (any such day, a “Business Day”) following the date hereof), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at the Offer Price. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be is subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or from time to waive any such conditiontime, in its sole discretion, to increase waive, in whole or in part, any Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in including the terms and conditions of the Offer; providedOffer Price, however, except that, without the prior written consent of the Company, Purchaser shall not (iA) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, (iiB) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiC) impose conditions amend or waive the Minimum Tender Condition, (D) add to the Offer in addition to those conditions set forth in on Annex A heretoI, (ivE) modify the conditions set forth on Annex I in a manner adverse to the holders of Shares, (F) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term Expiration Date of the Offer in any manner that would be, in any significant respect, adverse to the Company except as required or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required permitted by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").Section

The Offer. (a) Purchaser Subject to the conditions of this Agreement, as promptly as practicable (and, in any event, not later than the third Business Day following the date hereof) after the date of this Agreement, Merger Subsidiary shall, and Exeter Parent shall cause Purchaser Merger Subsidiary to, commence amend the Existing Offer as promptly as reasonably practicable to reflect the terms and conditions of this Agreement, including the purchase price of $26.50 per Share (including the associated Company Rights), net to the seller in cash, without interest thereon (the “Offer Price”), and to set December 28, 2004 or such later date that is 10 Business Days after the date hereofof such amendment (the “Initial Expiration Date”), but in no event later than July 12, 2002as the expiration date for the Offer. The obligation obligations of Purchaser Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Merger Subsidiary of the conditions set forth in Annex A hereto. Purchaser Exhibit A. Merger Subsidiary expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of or conditions to the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Subsidiary shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive or change the Offer in addition to those set forth in Annex A heretoMinimum Condition, (iv) extend add to the Offerconditions set forth in Exhibit A, (v) modify any condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of Shares, (vi) extend the Offer or (vii) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholdersconsideration. Notwithstanding the foregoing, Purchaser may(A) Merger Subsidiary shall extend the Offer (x) from time to time, for a period not to exceed 5 Business Days on each occasion, if at the scheduled or extended expiration date of the Offer the Minimum Condition shall not have been satisfied until such time as such condition is satisfied or waived or this Agreement is terminated or (y) from time to time for a period of 5 Business Days at a time (or such other period as the Company shall approve) if condition (a) set forth in Exhibit A shall not have been satisfied at the scheduled or any extended expiration date of the Offer, until such time as such condition is satisfied or waived or this Agreement is terminated and (B) without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) extend the Offer beyond the scheduled expiration datefrom time to time, which shall be 20 business days following the commencement of the Offerfor a period not to exceed 10 Business Days on each such occasion, if, at the scheduled or extended expiration date of the Offer, any of the other conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer shall not be have been satisfied or waived, until such conditions are satisfied or waived or and (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled Offer or any period required by applicable law. Following expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser Merger Subsidiary may, without the consent of the Companyin its sole discretion, provide "a subsequent offering periods," as such term is defined in, and period (“Subsequent Offering Period”) in accordance with, with Rule 14d-11 under of the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net Subject to the seller in cashforegoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser Merger Subsidiary shall, and Exeter Parent shall cause Purchaser it to, accept for payment and pay for (i) all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the expiration of the Offer and pay for (ii) all such Shares validly tendered in the Subsequent Offering Period promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")valid tender thereof.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12five business days after the date of this Agreement, 2002Sprint shall commence the Offer. The obligation of Purchaser Sprint to commence the Offer and accept for payment Shares payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionSections 2.01, to increase the price per Share payable in the Offer, 2.02 and 2.03 (or written waivers as set forth therein) and to make any other changes in the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer; provided, howeverterminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, that1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, Purchaser the Offer shall not expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to PurchaserSprint's obligation to accept for payment, and to pay for, the Shares, shares of Common Stock shall not be have been satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the staff thereof, SEC applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph and (diii) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for any reason on one occasion for an aggregate period of not to exceed twenty (20) more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (for all such extensionsi) and Purchaser shall or (Aii) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller this sentence but in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to no event may the Offer and pay for all such Shares promptly following extend beyond the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Expiration Date.

The Offer. (a) Purchaser shall, Subject to the provisions of this Agreement and Exeter provided that this Agreement shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date not have been terminated in accordance with Article 10 ---------- hereof, but in no event later than July 12on or before February 1, 2002. The obligation 2001 Merger Sub shall commence (within the meaning of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder), the ------------ Offer to purchase all of the outstanding shares of Common Stock at a price of $2.15 per share of Common Stock, net to the seller of such shares in cash, without interest (such price or any higher price as may be paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between the ------------------- date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto, which is incorporated herein by reference. Subject to --------- the provisions of this Agreement, the Offer shall expire no later than April 2, 2001 (the "Initial Offer Expiration Date"), unless this Agreement is terminated ----------------------------- in accordance with Article 10, in which case the Offer (whether or not ---------- previously extended in accordance with the terms hereof) shall expire on such date of termination.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 1230, 20021999, Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A heretothe attached Exhibit B (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit B) without the consent of the Company) and subject to the rights of Parent and Sub to terminate this Agreement as provided in Section 8.1. Purchaser Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose any other conditions to the Offer in addition other than the Offer Conditions or modify the Offer Conditions (other than to those set forth in Annex A heretowaive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, howeverin each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if the sole condition remaining unsatisfied on the initial at any scheduled expiration date of the Offer is a condition Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit B) or either of the conditions set forth in paragraph paragraphs (de) or (ef) of Annex AExhibit B shall not have been satisfied, Purchaser shallbut at such scheduled expiration date all the conditions set forth in paragraphs (a), so long as (b), (c), (d), (g) and (h) of Exhibit B shall then be satisfied, at the breach can be cured and request of the Company is vigorously attempting to cure such breach(confirmed in writing), Sub shall extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shalltime, subject to applicable withholding the right of taxesParent, be net Sub or the Company to terminate this Agreement pursuant to the seller in cash, upon terms hereof. Subject to the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares and in order to comply in whole or in part with applicable Laws. Any such delay shall be effected any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the terms of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five (5) business days following the public announcement of the terms of this Agreement, 2002. The obligation Buyer shall amend the Offer to reflect the terms of Purchaser to accept this Agreement, it being understood that except for payment Shares tendered pursuant to the foregoing or as otherwise provided herein, the Offer shall be on the same terms and conditions as the existing Offer. The Offer shall be subject only to the conditions set forth in Annex A hereto. Purchaser expressly reserves I hereto (the right to waive "Offer Conditions") (any such condition, to increase the price per Share payable of which may be waived in the Offer, and to make any other changes whole or in the terms and conditions of the Offerpart by Buyer in its sole discretion; provided, however, provided that, without the prior written consent of the Company, Purchaser Buyer shall not waive the Minimum Condition (as defined in Annex I)). The initial scheduled expiration date of the Offer shall be no more than twenty (20) business days after the date hereof. Buyer and Sub expressly reserve the right to modify the terms of the Offer, except that, without the consent of the Company, Buyer shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions change or add to the Offer in addition to those set forth in Annex A heretoConditions, (iv) except as provided in the next sentence, extend the expiration date of the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersCommon Shares. Notwithstanding the foregoing, Purchaser Buyer may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived or (iiprovided that the expiration date may not be extended beyond June 30, 1999 without the consent of the Company), (B) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; provided, however, that Offer or (C) if all Offer Conditions are satisfied or waived but the sole condition remaining unsatisfied on the initial scheduled expiration date number of Common Shares tendered together with Common Shares held by Buyer and its Subsidiaries is less than 90% of the Offer is then outstanding number of Common Shares (determined on a condition set forth in paragraph (d) or (e) of Annex Afully diluted basis for all outstanding Preferred Shares, Purchaser shall, so long as the breach can be cured stock options and the Company is vigorously attempting any other rights to cure such breachacquire Common Shares), extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period of not to exceed twenty (20) more than 20 business days (for all such extensions) and Purchaser shall beyond the latest expiration date that would be permitted under clause (A) give the required notice of such subsequent offering period and or (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration datethis sentence. The Per Share Amount shall, subject Subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser shallBuyer and Sub shall accept for payment, and Exeter shall cause Purchaser topay for, accept for payment all Common Shares validly tendered and not withdrawn pursuant to the Offer that Buyer becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser Subject to the provisions of this Agreement, Sub shall, and Exeter Parent shall cause Purchaser Sub to, within five business days of the public announcement (on the Agreement Date or the following day) of the execution of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment Shares payment, and pay for, any shares of the Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A heretoand to the terms and conditions of this Agreement. Purchaser Sub expressly reserves the right unilaterally to waive any such conditionconditions to the Offer (other than (without the Company's prior written consent) the Minimum Tender Condition, as defined in Exhibit A), to increase the price per Share payable in the Offer, and to extend the duration of the Offer or to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease that no such change may be made which decreases the price per Share payable in the Offer, (ii) reduce reduces the maximum number of Shares to be purchased in the Offer, (iii) impose imposes conditions to the Offer in addition to those set forth in Annex A heretoExhibit A, (iv) extend the Offer, (v) change changes the form of consideration payable in the Offer or (vi) amend, add to or waive amends any other term material terms of the Offer in any a manner that would be, in any significant respect, materially adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, 's stockholders; and provided further that if, at the scheduled expiration of the OfferOffer (as the same may be extended pursuant to this proviso), any condition (other than the Minimum Tender Condition) shall not have been satisfied which could reasonably be expected to be satisfied within the next succeeding ten (10) business days, then the Offer shall be extended an additional ten (10) business days (but in no event beyond the date forty-five (45) business days after the date on which the Offer shall have been first commenced). Subject to the terms and conditions of this Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions to Purchaser's obligation to of any such extension or amendment), Sub shall, and Parent shall cause Sub to, accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation all shares of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following as soon as practicable after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shallshall commence, and Exeter Parent shall cause Purchaser toto commence, commence within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Per Share payable in the Offer, Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the CompanySpecial Committee, Purchaser shall will not (i) decrease the price per Per Share payable in the OfferAmount, (ii) reduce ii)reduce the maximum number of Shares to be purchased in the Offer, (iii) impose change the form of the consideration payable in the Offer, (iv)add to, modify or supplement the conditions to the Offer in addition to those set forth in Annex A hereto, (ivv) extend the expiration date of the Offer beyond the twentieth business day following commencement thereof; provided, however, Purchaser may extend the expiration date of the Offer, (vA) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of if the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any ruleset forth in Annex A have not been satisfied, regulation or interpretation of (B) to the extent necessary to respond to comments on the Offer Documents (as defined below) from the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied ) and (C) on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Actone additional occasion, for an aggregate a period not to exceed twenty (20) ten business days or (for all such extensions) and Purchaser shall (A) give vi)make any other change in the required notice terms or conditions of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as the Offer which is materially adverse to the holders of such applicable expiration dateShares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the each seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay shall, and Parent shall cause Purchaser to, accept for payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934and pay, as amended (promptly as practicable after expiration of the "Exchange Act")Offer, for all Shares validly tendered and not withdrawn.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shallshall commence, and Exeter Parent shall cause Purchaser toto commence, commence within the meaning of Rule 14d-2 under the Exchange Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares and/or Warrants tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Per Share payable in Amount and/or the Offer, Per Warrant Amount and to make any other changes in the terms and conditions of the Offer; providedPROVIDED, howeverHOWEVER, that, without the prior written consent of the CompanySpecial Committee, Purchaser shall will not (i) decrease the price per Per Share payable in Amount or the OfferPer Warrant Amount, (ii) reduce the maximum number of Shares or Warrants to be purchased in the Offer, (iii) impose change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer in addition to those set forth in Annex A hereto, (ivv) extend the expiration date of the Offer beyond the twentieth business day following commencement thereof; PROVIDED, HOWEVER, Purchaser may extend the expiration date of the Offer, (vA) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of if the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of set forth in Annex A have not been satisfied and (B) to the extent necessary to respond to comments on the Offer Documents (as defined below) from the United States Securities and Exchange Commission (the "SEC"), ) or (vi) make any other change in the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date terms or conditions of the Offer which is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions materially adverse to the Offer are satisfied holders of Shares or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateWarrants. The Per Share Amount and the Per Warrant Amount shall, subject to any applicable withholding of taxes, be net to the each seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Subject to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay shall, and Parent shall cause Purchaser to, accept for payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934and pay, as amended (promptly as practicable after expiration of the "Exchange Act")Offer, for all Shares and Warrants validly tendered and not properly withdrawn.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as a)__As promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offerpublic announcement (on the date hereof or the following day) by Purchaser and the Company of this Agreement, Purchaser mayMerger Sub shall, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser Merger Sub to, accept for payment all Shares validly tendered and not withdrawn pursuant to commence the Offer and pay for all such Shares promptly following (within the acceptance meaning of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). The obligation of Merger Sub to, and of Purchaser to cause Merger Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth on Exhibit A hereto (the "Offer Conditions") (any of which (other than the Minimum Condition and the Antitrust Condition (as such terms are defined in Exhibit A)) may be waived in whole or in part by Merger Sub in its sole discretion). Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Merger Sub shall not (i)__reduce the number of Shares subject to the Offer, (ii)__reduce the Offer Price, (iii)__add to or modify the Offer Conditions, (iv)__except as provided in the following sentence, extend the Offer, (v)__change the form of consideration payable in the Offer or (vi)__amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (B) extend the Offer, if at the scheduled or extended expiration date of the Offer, any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived and (C) extend the Offer on one occasion for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Notwithstanding the foregoing, Merger Sub may not, without the Company's prior written consent, extend the Offer pursuant to clause (B) of the prior sentence if the failure to satisfy any of the Offer Conditions was directly or indirectly caused by an act or omission of Purchaser or Merger Sub that constitutes a breach of this Agreement. Purchaser and Merger Sub agree that if any Offer Condition (other than the Minimum Condition and the Offer Condition set forth in paragraph (e) of Exhibit A) is not satisfied on any scheduled expiration date of the Offer, then Merger Sub shall extend the Offer from time to time until all the Offer Conditions have been satisfied or waived, provided that (i)__any such unsatisfied condition is reasonably capable of being satisfied, (ii)__any Takeover Proposal theretofore received by the Company has been rejected by the Company (or, if such Takeover Proposal has not been rejected by the Company as of such scheduled expiration date, such Takeover Proposal was received by the Company less than ten days prior to such scheduled expiration date), as confirmed in writing by the Company to Purchaser setting forth the date any such Takeover Proposal was received, and (iii) Merger Sub shall not be required to extend the Offer to a date that is later than the Outside Date (as defined in 9.1(c)). Subject to the terms and conditions of the Offer and this Section 1.1(a), Merger Sub shall, and Purchaser shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Purchaser shallSubject to the conditions of this --------- Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Purchaser Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment Shares payment, and pay for, any shares of Company Capital Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex Exhibit A hereto(any of which may be waived by Sub, in its sole discretion, provided that, without the consent of the Company, -------- Sub may not waive the Minimum Tender Condition (as defined in Exhibit A)) and to the other conditions in this Agreement. Purchaser The initial expiration date of the Offer shall be January 5, 2000. Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Capital Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions reduce the price per share of Company Preferred Stock to be paid pursuant to the Offer in addition Offer, (iv) modify or add to those the conditions set forth in Annex A heretoExhibit A, (ivv) extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, materially adverse to the holders of Company or the StockholdersCapital Stock. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration date of the Offer, any of the conditions to PurchaserSub's obligation to accept for paymentpurchase shares of Company Capital Stock are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the OfferOffer and (iii) extend the Offer for any reason for a period (a "Parent Extension Period") of not more than 10 ----------------------- business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence or that results from an extension of the Offer requested by the Company pursuant to the next sentence; provided, however, that if Sub extends the sole condition remaining unsatisfied on the initial scheduled expiration date Offer pursuant to clause (iii) of -------- ------- this sentence, it shall waive during any such Parent Extension Period all conditions of the Offer is a condition set forth in Exhibit A other than (x) the Minimum Tender Condition and (y) the condition in paragraph (db) of Exhibit A solely to the extent Parent and Sub would violate any Applicable Law (as defined in Section 3.05(a)) or Judgment (eas defined in Section 3.05(a)) in purchasing shares of Annex A, Purchaser shall, so long as Company Common Stock pursuant to the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateOffer. In addition, if all If any of the conditions to of the Offer are set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied or waived, then upon the applicable waived on any scheduled expiration date of the Offer, Purchaser maythen, without the consent of if requested by the Company, provide "subsequent offering periods," as Sub shall extend the Offer one or more times (the period of each such term is defined in, and extension to be determined by Sub) for up to 30 days in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give , provided that at the required notice time of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as extension any such condition is reasonably capable of such applicable expiration datebeing satisfied. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept pay for payment all Shares shares of Company Capital Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Sub becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the terms of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than July 12ten (10) Business Days) after the date of this Agreement, 2002Merger Sub shall, and Buyer shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer on the terms set forth herein; provided that Buyer and Merger Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The obligation obligations of Purchaser Merger Sub to, and of Buyer to cause Merger Sub to, accept for payment payment, and pay for, any Company Shares tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex Exhibit A hereto(the “Offer Conditions”). Purchaser The Offer shall expire at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) (such time, the “Initial Expiration Date,” and such time, or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub expressly reserves the right to waive any such conditionright, in its sole discretion, to increase the price per Share payable waive, in the Offerwhole or in part, and to make any other changes in Offer Condition or modify the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Merger Sub shall not (i) decrease reduce the price per Share payable in number of Company Shares subject to the Offer, (ii) reduce the maximum number Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Shares to be purchased Company Shares, (v) except as otherwise provided in this Section 1.1(a), extend or otherwise change the Expiration Date of the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in a manner adverse in any manner that would bematerial respect to any holders of Company Shares. Notwithstanding anything in this Agreement to the contrary, Merger Sub may, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser mayits sole discretion, without consent of the Company, (iA) without limiting Buyer’s or Merger Sub’s obligations under the following sentence, extend the Offer beyond on one or more occasions, in consecutive increments between one and twenty Business Days each, with the length of such period to be determined by Buyer or Merger Sub (or such longer period as the parties hereto may agree), if on any then-scheduled expiration date, which shall be 20 business days following the commencement Expiration Date of the Offer, if, at the scheduled expiration of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be have been satisfied or, to the extent waivable by Buyer or waived or Merger Sub, waived, (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), ”) or the its staff thereof, or NASDAQ applicable to the Offer; provided, however(C) in the event that the Company shall have delivered an Adverse Recommendation Change Notice or a Superior Proposal Notice pursuant to Section 6.2(b), that if Merger Sub may extend the sole condition remaining unsatisfied on Offer until the initial scheduled expiration date of the Offer is a condition set forth Notice Period, and (D) notwithstanding anything in paragraph (dthis Section 1.1(a) or (e) of Annex A, Purchaser shall, so long as to the breach can be cured and the Company is vigorously attempting to cure such breachcontrary, extend the Offer from time to time until five business days after such breach is cured; provided, further, so that Purchaser shall not be required to extend the number of Company Shares validly tendered in the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionand not properly withdrawn, when combined with the Top-Up Shares to be issued to Merger Sub upon exercise of the Top-Up Option, would result in Merger Sub owning one more share than 90% of the Company Shares then outstanding on a “fully diluted basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof), even if all of the conditions to Offer Conditions have been satisfied or have been waived (provided, that Buyer shall not extend the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").pursuant

The Offer. (a) Purchaser Subject to the conditions of this Agreement, as promptly as practicable, Merger Sub shall, and Exeter Parent shall cause Purchaser Merger Sub to, commence the Offer as promptly as reasonably practicable after within the date hereof, but in no event later than July 12, 2002meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex A heretoExhibit A. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Purchaser Merger Sub expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions waive the Minimum Tender Condition (as defined in Exhibit A), add to the Offer in addition to those conditions set forth in Annex Exhibit A heretoor modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser Merger Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration datein increments of not more than five (5) Business Days each, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to Purchaser's Merger Sub’s obligation to accept for paymentpurchase Shares are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or (ii) extend the Offer for any the minimum period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided. In addition, however, that if the sole condition remaining unsatisfied on the initial at any otherwise scheduled expiration date of the Offer any condition to the Offer is a condition set forth in paragraph (d) or (e) of Annex Anot satisfied, Purchaser Merger Sub shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachParent shall cause Merger Sub to, extend the Offer from time to time until at the request of the Company for not less than five business days after such breach is cured(5) Business Days. In addition, Merger Sub shall, if requested by either the Company or the Parent, make available a "subsequent offering period", in accordance with Exchange Act Rule 14d-11, of not less than ten (10) Business Days; provided, further, provided that Purchaser Merger Sub shall not be required to extend make available such a subsequent offering period in the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionevent that, if all of the conditions prior to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice commencement of such subsequent offering period period, Parent and (B) immediately accept and promptly pay for all Shares tendered as Merger Sub, directly or indirectly own more than 80% of such applicable expiration datethe Fully Diluted Shares. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Merger Sub shall, and Exeter Parent shall cause Purchaser Merger Sub to, accept pay for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Merger Sub becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves . The time at which Merger Sub initially accepts Shares for payment pursuant to the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay Offer shall be effected in compliance with Rule 14e-1(c) under referred to herein as the Securities Exchange Act of 1934, as amended (the "Exchange ActAcceptance Time").

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12the fifth business day from and including the date of the public announcement of this Agreement, 2002Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer. The obligation of Purchaser Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment Shares payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto(any of which may be waived by Merger Sub in its sole discretion, provided that, without the consent of the Company, Merger Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Purchaser Merger Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (i) decrease reduce the price per Share payable in number of shares of Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions modify or add to the Offer in addition to those conditions set forth in Annex A heretoExhibit A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer (other than by increasing the cash offer price) or (vi) amend, add to amend or waive modify any other term of the Offer in any manner that would be, in any significant respect, adverse to any of the Company or Company's stockholders. The initial expiration date shall be twenty business days from and including the Stockholderscommencement of the Offer. Notwithstanding the foregoing, Purchaser Merger Sub may, without the consent of the Company, but subject to the Company's right to terminate this Agreement pursuant to Section 8.1(b)(ii), (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to PurchaserMerger Sub's obligation to accept for payment, and to pay for, the Shares, purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer or in order to obtain any material regulatory approval applicable to the Offer; provided, however, that if . Merger Sub agrees that: (A) in the sole condition remaining unsatisfied on event it would otherwise be entitled to terminate the initial Offer at any scheduled expiration date thereof due to the failure of one or more of the Offer is a condition conditions set forth in the first sentence of the introductory paragraph or paragraphs (d) a), (f), or (eg) of Annex AExhibit A to be satisfied or waived, Purchaser shall, so long as the breach can be cured and it shall give the Company is vigorously attempting to cure such breachnotice thereof and, at the request of the Company, extend the Offer from until the earlier of (1) such time to time until five business days after as such breach is cured; providedcondition is, furtheror conditions are, that Purchaser satisfied or waived and (2) the date chosen by the Company which shall not be required later than (x) September 15, 1997, or October 15, 1997 if the option to extend set forth in Section 8.1(b)(ii)(y) is exercised or (y) the date on which the Company reasonably believes all such conditions will be satisfied; provided that if any such condition is not satisfied by the date so chosen by the Company, the Company may request and Merger Sub shall make further extensions of the Offer in accordance with the terms of this Section 1.1(a); and (B) in the event that Merger Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due solely to the failure of the Minimum Condition to be satisfied, it shall, at the request of the Company (which request may be made by the Company only on one occasion), extend the Offer beyond 30 calendar for such period as may be requested by the Company not to exceed ten days after from such initial scheduled expiration date. In addition, if all Subject to the terms and conditions of the conditions to the Offer are satisfied or waivedand this Agreement, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined inMerger Sub shall, and in accordance withParent shall cause Merger Sub to, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as shares of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Merger Sub becomes obligated to purchase pursuant to the applicable rules of Offer promptly after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event not later than July 12the fifth (5th) Business Day after the date hereof, 2002Buyer and Merger Sub shall amend the Offer to (i) increase the purchase price to the Offer Price, (ii) modify the conditions of the Offer to be the conditions set forth in Annex A hereto (the “Offer Conditions”) and no others and (iii) to make such other amendments as are necessary or appropriate to conform the Offer to the requirements of this Agreement. The expiration date of the Offer shall be the tenth (10th) day, counting only those days that are not a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (each a “Business Day”), from the date the Offer is amended in accordance with the preceding sentence. The obligation of Purchaser Merger Sub to accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth Offer Conditions. Without the consent of the Company (which consent may be granted or withheld by the Company in Annex A hereto. Purchaser its sole discretion), Buyer and Merger Sub expressly reserves reserve the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; providedexcept, however, that, that without the prior written consent of the Company, Purchaser Buyer and Merger Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, ; (ii) reduce the maximum number of Shares to be purchased in the Offer, Offer Price; (iii) impose conditions to waive the Offer in addition to those set forth Minimum Condition (as defined in Annex A hereto, ); (iv) amend or add to the Offer Conditions; (v) except as provided in the first proviso to this sentence, extend the Offer, ; (vvi) change the form of or reduce the consideration payable in the Offer Offer; or (vivii) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding Company’s shareholders; provided, however, that, notwithstanding the foregoing, Purchaser may, without consent of the Company, Buyer and Merger Sub (iA) shall extend the Offer beyond the scheduled expiration datefor no longer than five (5) Business Days at any one time, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived or waived; (iiB) shall extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), or the staff thereof, ” ) applicable to the Offer; or (C) may, if the shares of Company Common Stock validly tendered and not withdrawn at the expiration of the Offer do not represent at least eighty percent (80%) of the total number of shares of Company Common Stock then outstanding, extend the Offer for one or more subsequent offering periods of up to an additional twenty (20) Business Days in the aggregate pursuant to Rule 14d-11 of the Securities Exchange Act of 1934 (such act, as amended and the rules and regulations promulgated thereunder, the “Exchange Act”); provided, further, however, that if that, in the sole condition remaining unsatisfied on case of clause (C) above, Merger Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial scheduled offering period in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Buyer and Merger Sub be required to extend the expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as beyond the breach can be cured and the Company is vigorously attempting Outside Date. Subject to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of this Agreement and the Offer. Upon Offer Conditions, Merger Sub shall, and Buyer shall cause it to, as soon as possible after the expiration of the Offer, Purchaser shallaccept for payment, and Exeter shall cause Purchaser topay for (after giving effect to any required withholding Tax), accept for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following not withdrawn (the date of acceptance of Shares for payment. Notwithstanding , the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Acceptance Date”).

The Offer. (a) Purchaser shallThe ------------ obligation of Sub to, and Exeter shall of Parent to cause Purchaser Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment Shares payment, and pay for, any shares of the Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A heretoand to the terms and --------- conditions of this Agreement. Purchaser Sub expressly reserves the right unilaterally to waive any such conditionconditions to the Offer (other than (without the Company's prior written consent) the Minimum Tender Condition, as defined on Exhibit A), to increase the price per Share payable in the Offer, and to extend the duration of the Offer, or to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease that no such change may be made which decreases the price per Share payable in the Offer, (ii) reduce reduces the maximum number of Shares to be purchased in the Offer, (iii) impose imposes conditions to the Offer in addition to those set forth in Annex A heretoExhibit A, (iv) extend the Offer, (v) change changes the form of consideration payable in the Offer Offer, or (vi) amend, add to or waive amends any other term material terms of the Offer in any a manner that would be, in any significant respect, materially adverse to the Company or Company's stockholders, and provided, further, that the Stockholders. Notwithstanding the foregoing, Purchaser mayOffer may not, without consent the Company's prior written consent, be extended beyond July 14, 1997 except for a period or periods not to exceed 22 days in the aggregate beyond July 14, 1997 as necessary to provide time to satisfy the conditions set forth in Exhibit A, and except that Sub may extend the Offer for up to 5 business days, if as of July 14, 1997, there shall not have been tendered at least ninety percent (90%) of the outstanding Shares so that the Merger could be effected without a meeting of the Company, 's stockholders in accordance with applicable provisions of the Delaware General Corporation Law (i) extend "DGCL"). ---- Subject to the terms and conditions of this Agreement and the Offer beyond (including, if the scheduled expiration dateOffer is extended or amended, which the terms and conditions of any such extension or amendment), Sub shall, and Parent shall be 20 business days following the commencement cause Sub to, accept for payment, and pay for, all shares of the Offer, if, at Company Common Stock validly tendered and not withdrawn pursuant to the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation Offer that Sub becomes obligated to accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend pursuant to the Offer for any period required by any rule, regulation or interpretation as soon as practicable after the expiration of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, . Sub agrees that if all of the sole condition remaining unsatisfied conditions set forth in Exhibit A are not satisfied on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph then, provided that (di) or all such conditions are reasonably capable of being satisfied prior to August 5, 1997 and (eii) of Annex Ano takeover proposal shall have been publicly announced and not withdrawn at such time, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, Sub shall extend the Offer from time to time until five business days after all such breach is cured; providedconditions are satisfied or waived, further, provided that Purchaser Sub shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionAugust 5, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")1997.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence not withdrawn prior to the expiration or termination of the Offer as promptly as reasonably practicable after (the date hereof, but "Minimum ------- Share Condition") and (ii) to the other conditions to the Offer set forth in no event later than July 12, 2002. --------------- Exhibit A. The obligation Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of Purchaser to accept for payment the Shares tendered pursuant to the Offer (the "Tendered -------- Shares"), but no such assignment shall be subject to relieve the conditions set forth in Annex A heretoPurchaser of its ------ obligations hereunder. The Purchaser expressly reserves the right to waive any such condition, of the conditions to increase the price per Share payable Offer set forth in the Offer, Exhibit A and to make any other changes in modify the terms --------- and conditions of the Offer; provided, however, that, without the prior written consent -------- ------- approval of the Company, the Purchaser shall not amend or modify the terms of the Offer to (i) decrease reduce the cash price per Share payable in to be paid pursuant to the Offer, (ii) reduce the maximum number of Shares as to be purchased in which the OfferOffer is made, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable to be paid in the Offer Offer, (iv) modify or waive the Minimum Share Condition, or (viv) amend, add impose conditions to its obligation to accept for payment or waive any pay for the Tendered Shares other term of the Offer than those set forth in any manner that would be, Exhibit A. --------- Notwithstanding anything else in any significant respect, adverse this Agreement to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser maycontrary, without the consent of the Company, (i) Purchaser shall have the right to extend the Offer beyond the scheduled initial expiration date, date of the Offer (which shall be 20 twenty (20) business days following the commencement of the Offer, the "Initial Expiration ------------------ Date"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the scheduled Initial Expiration Date (or extended expiration date of the Offer, if applicable) any of the conditions to Purchaser's obligation the Offer (other than the Minimum Share Condition to accept for payment, and to pay for, the Shares, which this clause does not apply) shall not be have been satisfied or waived waived, until such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, Staff thereof applicable --- to the OfferOffer or any period required by applicable law; provided, however, that (iii) if the sole condition remaining unsatisfied on the initial scheduled expiration date of all conditions to the Offer is a condition set forth in paragraph other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (d10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (eiv) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon waived but the applicable expiration date number of shares of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the Offer, Purchaser may, without the consent then outstanding number of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Actshares of Company Common Stock on a diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and ); provided that Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares -------- securities tendered as prior to the date of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding extension and shall otherwise meet the requirements of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")in connection with each such extension.

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or circumstances set forth in Annex A hereto (other than in clauses (i) or (ii) of Annex A) shall have occurred or be existing (unless, and Exeter shall cause Purchaser toto the extent permitted hereby, commence the Offer as promptly as reasonably practicable after waived), within five business days of the date hereof, but in no event later than July 12, 2002Purchaser will commence the Offer for all outstanding shares of Company Common Stock. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, howeverthat Purchaser may waive any condition, thatexcept, that Purchaser shall not, without the prior written consent of the Company, Purchaser shall not (i) decrease waive the price per Share payable Minimum Condition (as defined in the OfferAnnex A), (ii) reduce the maximum number of Shares shares of Company Common Stock subject to be purchased in the Offer, (iii) impose conditions reduce the Per Share Amount, (iv) modify or add to the Offer in addition to those conditions set forth in Annex A heretoA, (iv) extend the Offer, or (v) change the form of consideration payable in the Offer. Subject to the terms and conditions thereof and the immediately following sentence, the Offer or shall initially expire at midnight, New York City time, on the date that is twenty business days after the date that the Offer is commenced (vi) amendthe "Initial Expiration Date", add and any expiration time and date established pursuant to or waive any other term extension of the Offer in any manner that would beunder this Agreement, in any significant respectas so extended, adverse to the Company or the Stockholders"Expiration Date"). Notwithstanding the foregoing, Purchaser may, without consent of the Company, shall be obligated (i) to extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, iffrom time to time, if at the scheduled expiration Initial Expiration Date or any subsequent Expiration Date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied until those conditions are satisfied (or, to the extent permitted hereby, waived) and to pay for, the Shares, shall not be satisfied or waived or (ii) to extend the Offer for any period required by any order, decree or ruling of, or any rule, regulation regulation, interpretation or interpretation of the Securities and Exchange Commission position of, any Governmental Entity (the "SEC"), or the staff thereof, as defined in Section 4.4) applicable to the Offer; provided, however, that if . Following the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured final Expiration Date and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date consummation of the Offer, Purchaser may, without the consent of the Companyin its sole discretion, provide for a "subsequent offering periods,period" as such term is defined in, and in accordance with, with Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer will be made by means of an offer to purchase (the "Offer to Purchase") and related letter of transmittal containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto. Upon the terms and subject to the satisfaction or, to the extent permitted hereby, waiver of the conditions of the Offer as of the Initial Expiration Date or any final Expiration Date, Purchaser will accept for payment and pay for all shares of Company Common Stock duly tendered and not withdrawn promptly after such Expiration Date, and Parent shall or shall cause one of its affiliates to promptly provide to the Paying Agent (as defined in Section 3.2(a)), as and when needed, all funds necessary to pay for the shares of Company Common Stock accepted for payment in the Offer or acquired during the "subsequent offering period." Purchaser shall accept tenders of shares of Company Common Stock through the delivery of certificates representing Warrants (as defined in Section 4.2(a)) pursuant to such procedures as Purchaser and the Company agree and may be specified in the Offer; provided, that such procedures shall permit each tendering holder of Warrants to receive the same amount such holder would have received had the holder exercised the Warrant for Company Common Stock prior to tender (i.e., the Per Share Price times the number of shares of Company Common Stock for which the Warrant is then exercisable), less the aggregate exercise price for such number of shares of Company Common Stock. Subject to Section 6.7, the Company's Board of Directors shall recommend to its stockholders that they accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements thereto and including the exhibits thereto, the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") on the date the Offer Documents are filed with the SEC. Each of the Company, Parent and Purchaser will promptly correct any information provided by it in writing specifically for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of Company Common Stock and holders of Warrants to whom the Offer was sent, in each case as and to the extent required by applicable law.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto(the "Offer Conditions") and to the terms and conditions of this Agreement (any of which may be waived in whole or in part by Sub in its sole discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company). Purchaser Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose any other conditions to the Offer in addition other than the Offer Conditions or modify the Offer Conditions (other than to those set forth in Annex A heretowaive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, howeverin each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if the sole condition remaining unsatisfied on the initial at any scheduled expiration date of the Offer is a condition Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit A) or either of the conditions set forth in paragraph paragraphs (e) or (f) of Exhibit A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) or and (eg) shall then be satisfied, at the request of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach(confirmed in writing), Sub shall extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shalltime, subject to applicable withholding the right of taxesParent, be net Sub or the Company to terminate this Agreement pursuant to the seller in cash, upon terms hereof. Subject to the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the conditions of this ---------- Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of public announcement of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the --- Offer and accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves the right to waive (any such conditionof which may be waived by Sub in its sole discretion, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, provided that, without the prior written consent of the Company, Purchaser Sub may not waive the Minimum Tender Condition (as defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to modify the terms of the Offer, except that, without the written consent of the Company, Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions modify or add to the Offer in addition to those conditions set forth in Annex Exhibit A heretoin any manner adverse to the holders of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any a manner that would be, in any significant respect, adverse to the holders of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to PurchaserSub's obligation to accept for payment, and to pay for, the Shares, shall purchase shares of Company Common Stock are not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than five business days beyond the initial expiration date of the Offer, if on the date of such extension the Minimum Tender Condition has been satisfied but less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (iii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if Offer and (iv) extend the sole condition remaining unsatisfied on Offer for any reason for a period of not more than two business days beyond the initial scheduled latest expiration date of the Offer is a condition set forth in paragraph that would otherwise be permitted under clause (di) or (eiii) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, this sentence (it being understood that Sub may not extend the Offer from time pursuant to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend this clause (iv) if it has previously extended the Offer beyond 30 calendar days after such initial scheduled expiration datepursuant to clause (ii) of this sentence). In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept pay for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Sub becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shall, and Exeter (i) Parent shall cause Purchaser to, commence and Purchaser shall, amend the Pending Offer to reflect the execution of this Agreement and the terms hereof as promptly as reasonably practicable after the date hereof, of this Agreement (but in no event later than July 12, 2002the fifteenth (15th) Business Day following the date of this Agreement). The obligation date on which Purchaser amends the Pending Offer is referred to in this Agreement as the “Offer Amendment Date.” The obligations of Purchaser (and of Parent to cause Purchaser) to accept for payment and to pay for any Shares tendered pursuant to the Offer shall will be subject only to the satisfaction or waiver of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer shall expire on the later of (A) one (1) Business Day after the Registration Statement is declared effective or (B) twenty (20) Business Days after the Offer Amendment Date (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right (but will not be obligated) at any time or from time to time in its sole discretion to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall will not (iA) decrease the price per Share Cash Consideration, amend the terms of the CVR or CVR Agreement, or change the form of the consideration payable in the Offer, (iiB) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiC) impose conditions amend or waive the Minimum Tender Condition or the CVR Condition (as defined in Annex I), (D) add to the Offer in addition to those conditions set forth in on Annex A heretoI, (ivE) modify the conditions set forth on Annex I in a manner adverse to the holders of Shares, (F) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii), (G) make any other change in any manner the terms or conditions of the Offer that would be, in any significant respect, is adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent holders of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 Shares or (iiH) extend increase the Offer for any period required Cash Consideration by any rule, regulation or interpretation an increment of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")less than $0.25.

The Offer. (a) The Merger Agreement provides for the making of the Offer. The Merger Agreement provides that Ford will cause the Purchaser shall, and Exeter shall cause Purchaser to, to commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 1215 business days from the public announcement by Ford and Hertz of the Merger Agreement. Subject to applicable SEC regulations, 2002. The obligation of the Purchaser (i) shall not be required to accept for purchase, (ii) may delay the payment Shares tendered pursuant to for, and (iii) may terminate the Offer shall be subject as to any Shares not already paid for if any of the conditions set forth events described in Annex A hereto“The Offer — Conditions of the Offer” occur at any time on or after January 16, 2001. Although the Purchaser has expressly reserves reserved the right to waive any such condition, to increase the price per Share payable in the Offer, and to amend or make any other changes in the terms and conditions of the Offer; provided, however, thatthe Purchaser agreed in the Merger Agreement that it will not, without the prior written consent of the Company, Purchaser shall not Hertz: (i) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, ; (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose any additional conditions to the Offer from those described below in addition to those set forth in Annex A hereto, (iv) extend “The Offer — Conditions of the Offer, ,” or (viii) change the form of consideration payable in otherwise amend the Offer in a manner that would adversely affect holders of Shares. Hertz has agreed that no Shares held by Hertz or (vi) amend, add any subsidiary of Hertz will be tendered pursuant to or waive any other term the Offer. The “Initial Expiration Date” of the Offer in any manner that would bewill be Midnight on Friday, in any significant respectMarch 2, adverse 2001. The Purchaser has the right to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days Initial Expiration Date in the following the commencement of the Offer, events: (i) from time to time if, at the scheduled Initial Expiration Date (or an extended expiration of the Offerdate, if applicable), any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall Offer have not be been satisfied or waived or waived; (ii) extend the Offer for any period required by any rule, regulation the SEC or interpretation applicable law; (iii) for an aggregate of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five ten business days after (for all such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, extensions) if all of the conditions to the Offer are have been satisfied or waived, then upon waived but the applicable expiration date number of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn is insufficient to result in the Purchaser owning at least 90% of the Shares then outstanding; or (iv) pursuant to an amendment to the Offer and pay providing for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject a “subsequent offering period” not exceeding 20 business days, to the applicable rules extent permitted under, and in compliance with, Rule 14d-11 of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 8.01 and provided, further, that the Company is prepared in accordance with Section 1.02(a) to file with the SEC, and Exeter shall cause Purchaser toto disseminate to holders of shares of Company Common Stock, commence the Offer Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the date hereof, (but in no event earlier than ten business days after the date of this Agreement or later than July 12twelve business days after the date of this Agreement), 2002Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) the Offer at the Offer Price. The obligation obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment Shares payment, and pay for, any shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver of the conditions set forth in Annex Exhibit A heretohereto (as they may be amended from time to time in accordance with this Agreement, the “Offer Conditions”). Purchaser The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date that is 20 business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time,” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Date”). Merger Sub expressly reserves the right to waive waive, in its sole discretion, in whole or in part, any such condition, to increase Offer Condition or modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number Offer Price or change the form of Shares consideration payable pursuant to be purchased in the Offer, (iii) impose conditions to waive, amend or modify the Offer in addition to those set forth in Annex A heretoMinimum Tender Condition or the Termination Condition, (iv) extend add to the OfferOffer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) change except as otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the form of consideration payable in the Offer or Expiration Time (vi) amend, add to otherwise amend or waive modify any other term terms of the Offer in any manner that would be, in any significant respect, adverse to the holders of Company Common Stock or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the StockholdersExchange Act. Notwithstanding the foregoing, Purchaser mayMerger Sub shall, without consent of the Companyand Parent shall cause Merger Sub to, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (iiA) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company), if at the otherwise scheduled Expiration Time of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived; provided that if at the otherwise scheduled Expiration Time of the Offer, each Offer Condition (other than the Minimum Tender Condition and the Offer Condition in clause (v) of Exhibit A (which only need to be capable of being satisfied)) shall have been satisfied or waived, neither Merger Sub nor Parent shall have any obligation to (but Merger Sub and Parent may elect to, and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided, further, that the Company shall not request Merger Sub to, and neither Merger Sub nor Parent shall have any obligation to, extend the Offer in the circumstances described in the foregoing proviso on more than two occasions and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof or the New York Stock Exchange (the “NYSE”) or the staff thereof applicable to the Offer; provided, however, provided that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured no circumstances shall Parent and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser Merger Sub shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Outside Date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject only to the conditions of the Offer. Upon expiration of the OfferOffer Conditions and this Agreement, Purchaser Merger Sub shall, and Exeter Parent shall cause Purchaser Merger Sub to, accept for payment payment, and pay for, all Shares shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Merger Sub becomes obligated to purchase pursuant to the applicable rules of Offer as promptly as practicable after the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay Expiration Date (which shall be effected in compliance with the next business day (determined using Rule 14e-1(c14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the Expiration Date absent extenuating circumstances) and, in any event, no more than three business days after the Expiration Date. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the Offer is referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its Expiration Date (as extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall promptly terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.01(a) shall affect any termination rights set forth in Section 8.01.

The Offer. (a) Purchaser As long as (i) this Agreement shall not have been terminated in accordance with its terms and (ii) none of the events or conditions described in Exhibit 1 shall exist or shall have occurred and be continuing, Merger Sub shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable and in no event later than ten (10) business days after the date hereof, but in no event later than July 12, 2002. The obligation commence (within the meaning of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) a tender offer to purchase all of the outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (the “Shares”) at a price of $37.00 per Share in cash, net to the seller but subject to any required withholding of Taxes, subject to the conditions set forth in Exhibit 1 and the requirements of this Agreement (such tender offer and price as they may from time to time be amended in accordance with this Agreement, the “Offer” and the “Offer Price”, respectively). Subject to Merger Sub’s right to extend the Offer as permitted by this Agreement, the Offer shall initially expire at midnight (New York City time) on the date which is 20 business days after the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act). If any of the conditions set forth in Exhibit 1 are not satisfied or waived by Merger Sub as of any then scheduled expiration time for the Offer, then Merger Sub may, from time to time in its sole discretion, extend the expiration time for the Offer in maximum increments of 10 business days to no later than June 30, 2006 (the “Outside Date”); provided, however, that notwithstanding the foregoing (i) Merger Sub may extend the Offer for any period required by any applicable Law (as defined in Section 5.1(i)) and (ii) after acceptance for payment of Shares for a further period of time not to exceed twenty (20) business days by means of a subsequent offering period under Rule 14d-11 under the Exchange Act. Merger Sub expressly reserves the right to amend or modify the terms and conditions of the Offer in its sole discretion; provided, however, that notwithstanding the foregoing Merger Sub may not waive the Minimum Condition, impose any conditions other than those set forth in Exhibit 1, modify the conditions on Exhibit 1 (other than to waive any conditions on Exhibit 1 to the extent permitted by this Agreement), decrease the Offer Price below $37.00 per Share, change the form of consideration payable in the Offer, reduce the number of Shares sought in the Offer, extend the Offer other than as permitted by the immediately preceding sentence or amend any terms of the Offer in a manner adverse to the holders of Shares, in each case without the prior written consent of the Company. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Merger Sub may, at any time, transfer or assign to one or more Subsidiaries of Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Merger Sub of its obligations under this Agreement or the Offer. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent that it will cause Merger Sub to take such action.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date hereof, but in no event not later than July 12, 2002the fifth business day from the public announcement of the execution of the Merger Agreement. The obligation obligations of Purchaser the Offeror to accept for payment and to pay for any Shares validly tendered pursuant on or prior to the expiration of the Offer shall be and not withdrawn are subject only to the Minimum Condition and the other conditions set forth in Annex A heretoSection 14--"Certain Conditions to the Offeror's Obligations". Purchaser expressly reserves The Merger Agreement provides that the right Offeror cannot amend or waive the Minimum Condition or decrease the Offer Price or the number of Shares sought, change the form of consideration to waive any such condition, be paid pursuant to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend Section 14--"Certain Conditions to the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive Offeror's Obligations," amend any other term or condition of the Offer in any manner that would be, in any significant respect, adverse to the Company holders of Shares or extend the Stockholdersexpiration date of the Offer without the prior written consent of the Company. Notwithstanding the foregoing, Purchaser maythe Offeror shall, without consent of and Parent agrees to cause the CompanyOfferor to, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 for a period of ten (10) business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser if any conditions to the Offer have not been satisfied or waived at such date. In addition, following such first extension of the Offer as provided in the preceding sentence, (i) the Offeror shall, and Parent agrees to cause the Offeror to, extend the Offer, at any time prior to the termination of the Merger Agreement, for one or more periods of not more than ten (10) business days, if at the expiration date of the Offer, as extended, all conditions to the Offer have not been satisfied or waived, and (ii) the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of the Company. In addition, the Offeror may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under extend the Exchange Act, Offer for an aggregate a period of not to exceed twenty more than ten (2010) business days beyond the latest expiration date that would otherwise be permitted under clause (for all such extensionsi) and Purchaser shall or (Aii) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration immediately preceding sentence unless at least 90% of the Offer, Purchaser shall, and Exeter outstanding Shares shall cause Purchaser to, accept for payment all Shares validly have been tendered and not withdrawn pursuant to the Offer and pay for all such Shares Offer. Company Actions. Pursuant to the Merger Agreement, the Company has agreed that, as promptly as practicable following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions commencement of the Offer, Purchaser expressly reserves it will file with the right Commission and mail to delay payment for Shares in order its stockholders, a Solicitation/Recommendation Statement on Schedule 14D-9 containing the recommendation of the Board of Directors that the Company's stockholders accept the Offer and approve the Merger, subject to comply in whole or in part with the fiduciary duties of the Company's directors under applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under law and to the Securities Exchange Act provisions of 1934, as amended (the "Exchange Act")Merger Agreement.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the public announcement of the execution of this Agreement, 2002Acquisition shall commence the Offer. The obligation of Purchaser Acquisition to consummate the Offer and accept for payment Shares payment, and pay for, any shares of Common Stock (the "MGI Shares" and each holder thereof, a "MGI Stockholder") tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A hereto(any of which may be waived by Acquisition in its sole discretion). Purchaser Acquisition expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the CompanyMGI, Purchaser Acquisition shall not (i) decrease reduce the price per Share payable in number of MGI Shares subject to the Offer, (ii) reduce the maximum number of Shares price per MGI Share to be purchased in paid pursuant to the Offer, (iii) impose conditions add to the Offer in addition to those conditions set forth in Annex A heretoExhibit A, (iv) except as provided in this Section 1.01(a) below, extend the Offer, (v) change the form of consideration payable in the Offer Offer, or (vi) amend, add to or waive make any other term change in the terms of the Offer in any manner that would be, in any significant respect, adverse to the Company MGI Stockholders. The initial expiration date of the Offer shall be the date this is 20 business days after the date that the Offer has been commenced. Acquisition may extend the Offer in accordance with applicable law, but if the conditions set forth in Exhibit A are satisfied as of the then scheduled expiration date of the Offer, the Offer may be extended only with the prior written consent of MGI or the Stockholdersas required by law. Notwithstanding the foregoing, Purchaser Acquisition may, without the consent of the CompanyMGI, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived; provided, however, that Acquisition shall not extend the Offer later than June 30, 1998 pursuant to this clause (iiA) without MGI's prior written consent, (B) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC" or the "), Commission") or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (dC) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five two business days after such breach is cured; providedthe expiration of the waiting period under the HSR Act (as defined in Section 3.05 below), furtherif applicable, that Purchaser shall not be required to and (D) extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In additionfor a period not to exceed 15 business days, if notwithstanding that all of the conditions to the Offer are satisfied or waived, then upon the applicable as of such expiration date of the Offer, Purchaser mayif, without immediately prior to such expiration date (as it may be extended), the consent MGI Shares tendered and not withdrawn pursuant to the Offer equal less than 90%, but more than 75%, of the Companyoutstanding MGI Shares (on a fully-diluted basis). Subject to the conditions set forth in this Agreement, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser Acquisition shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all MGI Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; providedthe public announcement of the execution hereof), further, that the Purchaser shall not be required to extend commence (within the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all meaning of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for any and all of the outstanding shares of Common Stock, par value $0.0001 per share (the "Shares"), of the Company at a price of U.S.$0.0059 per Share, net to the seller in cash (such price, or such other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price") and, subject to the conditions set forth in Annex A hereto, shall consummate the Offer in accordance with its terms. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject only to the conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto. The Purchaser shall not decrease the Offer Price or decrease the number of Shares sought or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company (the "Company Board") or a duly authorized committee thereof); provided, however, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date. In addition, the Offer Price may be increased, and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law.

The Offer. (a) Subject to the conditions of this ---------- Agreement including those set forth in Annex B hereto, as promptly as practicable but in no event later than five Business Days after the date of this Agreement, Purchaser shall, and Exeter Parent shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after within the date hereof, but in no event later than July 12, 2002meaning of the applicable Regulations of the SEC. The obligation of Purchaser to, and of Parent to cause Purchaser to, commence the Offer or accept for payment Shares payment, or pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A heretoB (any of which may be waived by Purchaser in its sole and reasonable judgment provided that, without the consent of the Company, Purchaser may not -------- waive the Minimum Tender Condition) and to the other provisions of this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(e)(6) under the Exchange Act). Purchaser expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions modify or add to the Offer in addition to those conditions set forth in Annex A heretoB in any manner adverse to the holders of shares of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of shares of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such term is defined inconditions are satisfied or waived; provided, -------- however, that the expiration date shall not be later than the Termination Date ------- as a result of such extension, (ii) extend the Offer for a period of not more than 10 Business Days beyond the expiration date that would otherwise be permitted under clause (i) of this sentence, if on the date of such extension (x) less than 90% of the Fully Diluted Shares have been validly tendered and not properly withdrawn pursuant to the Offer and (y) Purchaser has permanently waived all of the conditions to the Offer set forth in Annex B (other than conditions that are not legally capable of being satisfied and conditions that have not been satisfied because of the willful or intentional action or inaction of the Company), and (iii) extend the Offer for any period required by any Regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, on any scheduled expiration date of the Offer, any of the conditions set forth in accordance withAnnex B have not been satisfied or waived and such unsatisfied conditions are still capable of being satisfied, Rule 14d-11 under the Exchange ActCompany may require Purchaser to extend the expiration date of the Offer for a period of not more than 10 Business Days; provided, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and however, that Purchaser shall (A) give not be -------- ------- required to extend the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration datedate later than the Termination Date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser shall, and Exeter Parent shall cause Purchaser to, accept pay for payment all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Purchaser becomes obligated to purchase pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the conditions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than July 12ten business days) after the date of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer. The obligation obligations of Purchaser Sub to, and of Parent to cause Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Annex Exhibit A hereto(the “Offer Conditions”). Purchaser The initial expiration date of the Offer shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to waive to, in its sole discretion, waive, in whole or in part, any such condition, to increase the price per Share payable in the Offer, and to make any other changes in Offer Condition or modify the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to change, modify or waive the Offer in addition to those set forth in Annex A heretoMinimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any Offer Condition in a manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or the StockholdersCommon Stock. Notwithstanding anything in this Agreement to the foregoingcontrary, Purchaser and without limiting Parent’s or Sub’s obligations under the following sentence, Sub (A) may, in its sole discretion, without consent of the Company, (i) extend the Offer beyond the on one or more occasions for any period, if on any then-scheduled expiration date, which shall be 20 business days following the commencement date of the Offer, if, at the scheduled expiration of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or, in Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived or and (iiB) shall extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), ”) or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser no event shall not Sub be required to extend the Offer beyond 30 calendar days after such initial the Termination Date. Parent and Sub agree that (A) if, on any then-scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent any of the CompanyOffer Conditions set forth in clauses (ii) through (vi) of Exhibit A is not satisfied or, provide "subsequent offering periods," in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such term is defined inOffer Conditions are satisfied or, and in accordance withSub’s sole discretion, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period waived and (B) immediately accept and promptly pay for if, on any then-scheduled expiration date of the Offer, the Minimum Tender Condition is not satisfied but all Shares tendered as of such applicable expiration date. The Per Share Amount the other Offer Conditions set forth in Exhibit A are satisfied or, in Sub’s sole discretion, waived, then Sub shall, subject and Parent shall cause Sub to, extend the Offer as provided by the terms of Section 8.01(f); provided, however, that in no event shall Sub be required to applicable withholding of taxes, be net to extend the seller in cash, upon Offer beyond the Termination Date. On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept and pay for payment (subject to any withholding of tax pursuant to Section 1.01(d)) all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the expiration date of the Offer (as it may be extended and pay re-extended in accordance with this Section 1.01(a)). Acceptance for all such Shares promptly following the acceptance payment of Shares for payment. Notwithstanding the immediately preceding sentence shares of Company Common Stock pursuant to and subject to the applicable rules of the SEC and the terms and conditions of the OfferOffer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, Purchaser and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Sub expressly reserves the right to delay payment to, in its sole discretion, following the Offer Closing, extend the Offer for Shares a “subsequent offering period” in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance accordance with Rule 14e-1(c) 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Offer Documents may, in Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01(a) shall affect any termination rights in Article VIII.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Purchaser and the Company of this Agreement, 2002Purchaser shall commence the Offer. The obligation of Purchaser to commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto(the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser in its sole discretion). Purchaser expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions add to the Offer in addition to those set forth in Annex A heretoConditions, (iv) except as provided in the next sentence, extend the Offer, or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph and (diii) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied for any reason on one or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, more occasions for an aggregate period of not to exceed twenty (20) more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (for all such extensionsi) and Purchaser shall or (Aii) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shallthis sentence, in each case subject to applicable withholding the right of taxes, be net Purchaser or the Company to terminate this Agreement pursuant to the seller in cash, upon terms hereof. Subject to the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser shallshall accept for payment, and Exeter shall cause Purchaser topay for, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallSubject to the terms and conditions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than July 1210 business days after the date of this Agreement), 2002Merger Sub shall, and Parent and Holdings shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”); provided, however, that Parent, Holdings and Merger Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The obligation obligations of Purchaser Merger Sub to, and of Parent and Holdings to cause Merger Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the satisfaction or waiver of the conditions set forth in Annex Exhibit A hereto(the “Offer Conditions”). Purchaser The initial expiration date of the Offer shall be 12:00 midnight, New York City time, on the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right to waive any such condition, to increase Offer Condition or modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Merger Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive or amend the Offer in addition to those set forth in Annex A heretoMinimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser Merger Sub may, without the consent of the Company, provide "(A) extend the Offer for one or more consecutive increments of not more than seven business days each, if at the scheduled expiration date of the Offer any of the Offer Conditions is not satisfied, until such time as such conditions are satisfied or waived or (B) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the otherwise scheduled expiration date of the Offer any Offer Condition is not satisfied, Merger Sub shall, and Parent and Holdings shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than seven business days each (or for such longer period as may be agreed by Parent and the Company); provided that Merger Sub shall not be required to, and Parent and Holdings shall not be required to cause Merger Sub to, extend the Offer beyond the date that is 90 days after the initial expiration date of the Offer only if the Minimum Tender Condition is not satisfied at such time. In addition, Merger Sub may make available one or more “subsequent offering periods," as such term is defined in”, and in accordance with, with Rule 14d-11 under of the Exchange Act, for an aggregate period of at least three and not to exceed twenty (20) more than 20 business days (for all such extensions) and Purchaser shall (A) give each, unless Parent has become the required notice owner, directly or indirectly, of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as 90% or more of such applicable expiration datethe outstanding shares of Company Common Stock. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Merger Sub shall, and Exeter Parent and Holdings shall cause Purchaser Merger Sub to, accept pay for payment all Shares shares of Company Common Stock validly tendered in accordance with the terms of the Offer and not withdrawn that Merger Sub becomes obligated to purchase pursuant to the Offer and pay for all such Shares promptly following as soon as practicable after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules expiration of the SEC and Offer and, in any event, no more than two business days after the terms and conditions Offer Closing Date. The date on which Merger Sub first accepts for payment the shares of Company Common Stock tendered in the Offer, Purchaser expressly reserves Offer is referred to as the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")“Offer Closing Date”.

The Offer. (a) Purchaser (i) Merger Sub shall, and Exeter Purchaser shall cause Purchaser Merger Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later than July 12February 27, 2002. The obligation 2007) commence (within the meaning of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) the Offer to purchase all outstanding shares of Company Common Stock, at the Offer Price. The obligations of Merger Sub to, and of Purchaser to cause Merger Sub to, accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to only those conditions set forth in Exhibit A hereto (the “Offer Conditions”). The initial expiration date of the Offer shall be the twentieth business day following (and including the day of) the commencement of the Offer. Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the conditions set forth on Exhibit A, (E) amend or modify the conditions set forth on Exhibit A in a manner adverse to the holders of shares of Company Common Stock, (F) extend the expiration of the Offer except as required or permitted by Section 1.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of shares of Company Common Stock.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, Merger Sub will, and Exeter shall Compuware will cause Purchaser Merger Sub to, within five business days after the public announcement (on the date hereof or the following business day) of the execution of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer. The obligation of Merger Sub to, and of Compuware to cause Merger Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall will be subject to the conditions set forth in Annex Exhibit A heretoand to the terms and conditions of this Agreement. Purchaser Merger Sub expressly reserves the right to waive any such conditionconditions to the Offer, to increase the price per Share payable in the Offer, and to extend the duration of the Offer (subject to the limitations set forth in this Section), or to make any other changes in the terms and conditions of the Offer; provided, however, thatthat without Viasoft's consent, without the prior written consent of the Company, Purchaser shall not no such change may be made which (i) decrease decreases the price per Share payable in the Offer, (ii) reduce reduces the minimum (including by waiver of the Minimum Tender Condition, as defined in Exhibit A) or maximum number of Shares to be purchased in the Offer, (iii) impose imposes conditions to the Offer in addition to those set forth in Annex A heretoExhibit A, (iv) extend the Offer, (v) change changes the form of consideration payable in the Offer or Offer, (viv) amend, add to or waive any other term extends the expiration of the Offer in any manner that would be, in any significant respect, adverse to (the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, "Expiration Date") (i) extend the Offer beyond the scheduled expiration date, which shall will initially be 20 twenty business days following the commencement of the Offer) beyond five business days following the initial expiration of the Offer except (A) as required by the Exchange Act or (B) in the case of any such greater than five day extension of the Offer, ifin Merger Sub's reasonable judgment, at it is reasonably likely that during any such extension, any condition set forth in Exhibit A (including the scheduled Minimum Tender Condition) which is not satisfied as of the date of such extension will be satisfied during such extension; provided that, without Viasoft's consent, the Expiration Date may not be extended pursuant to clause (B) of this sentence beyond twenty business days following the initial expiration of the Offer, or (vi) amends any other material terms of the Offer in a manner materially adverse to Viasoft's shareholders. Subject to the terms and conditions to Purchaser's obligation to of this Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Merger Sub will, and Compuware will cause Merger Sub to, accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation all shares of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Viasoft Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as soon as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shallProvided that this Agreement shall not have been terminated in accordance with Section 9.1, and Exeter shall cause Purchaser tosubject to the provisions of this Agreement, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Parent and the Company of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer. The offer to purchase which is sent to the Company's shareholders in connection with the Offer shall provide for an initial expiration date for the Offer (the "Expiration Date"") of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement of the Offer. The obligation of Purchaser Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves (the right "Offer Conditions") (all of which are for the benefit of, and may be asserted by Sub regardless of the circumstances giving rise to waive any such conditioncondition and any of which may be waived in whole or in part by Sub in its sole discretion, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, provided that, without the prior written consent of the Company, Purchaser Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any conditions to the Offer in addition to those set forth in Annex A heretothe Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent not prohibited by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive make any other term change or modification in any of the terms of the Offer in any manner that would be, in any significant respect, is adverse to the Company or the Stockholdersholders of Shares. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond Offer, if at the scheduled Expiration Date or extended expiration date, which shall be 20 business days following the commencement date of the Offer, if, at the scheduled expiration of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied Offer and (iii) on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) one or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breachmore occasions, extend the Offer from time for a period of up to time until five an aggregate of 15 business days after such breach is cured; providedif, further, that Purchaser shall not be required to extend on a scheduled expiration date on which the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are Conditions shall have been satisfied or waived, then upon the applicable expiration date number of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares that have been validly tendered and not withdrawn pursuant to the Offer, when taken together with the Shares owned by Parent, Sub or an Affiliate thereof do not constitute at least 80% of the then issued and outstanding Shares. Parent and Sub agree that Sub shall not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated pursuant to Section 9.1) and pay for all such Shares promptly following that, in the acceptance of Shares for payment. Notwithstanding event that Sub would otherwise be entitled to terminate the immediately preceding sentence and subject Offer at any scheduled expiration date thereof due to the applicable rules failure of one or more of the SEC Offer Conditions, unless this Agreement shall have been terminated pursuant to Section 9.1, Sub shall, and Parent shall cause Sub to, extend the Offer until such date as the Offer Conditions have been satisfied or such later date as required by applicable law; provided, however, that nothing herein shall require Sub to extend the Offer beyond the Outside Date; provided, further, that neither Parent nor Sub shall be obligated to make any such extension if, in the reasonable belief of Parent or Sub, as applicable, all Offer Conditions are not capable of being satisfied prior to the Outside Date. Subject to the terms and conditions of the OfferOffer and this Agreement, Purchaser expressly reserves the right to delay Sub shall, and Parent shall cause Sub to, accept for payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934and pay for, as amended (the "Exchange Act").all

The Offer. (a) Purchaser Subject to the provisions of this Agreement, within five business days after the first public announcement of this Agreement, Sub shall, and Exeter Parent shall cause Purchaser Sub to, commence, within the meaning of Rule 14d-2 under the Exchange Act (as hereinafter defined), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment Shares payment, and pay for, any shares of Common Stock (and the associated Rights) tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves Exhibit A. The Offer shall initially expire 20 business days after the right to waive any such conditiondate of its commencement, to increase unless this Agreement is terminated in accordance with Article IX, in which case the price per Share payable Offer (whether or not previously extended in the Offer, and to make any other changes in accordance with the terms and conditions hereof) shall expire on such date of the Offer; provided, however, that, without termination. Without the prior written consent of the Company, Purchaser Sub shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex Exhibit A, (ii) modify or amend the conditions set forth in Exhibit A heretoor any other term of the Offer in a manner adverse to the holders of shares of Common Stock, (iii) waive or amend (below 50.01% of the outstanding shares of Common Stock on a fully diluted basis) the Minimum Condition (as defined in Exhibit A), (iv) extend reduce the number of shares of Common Stock subject to the Offer, (v) reduce the price per share of Common Stock to be paid pursuant to the Offer, (vi) except as provided in the following sentence, extend the Offer, if all of the Offer conditions are satisfied or waived, or (vii) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) extend if at the then scheduled expiration date of the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to PurchaserSub's obligation to accept for payment, payment and to pay for, the Shares, for shares of Common Stock shall not be have been satisfied or waived waived, until the such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the SEC (as hereinafter defined) or its staff applicable to the Offer; or (iii) if all Offer conditions are satisfied or waived but the number of shares of 5 Common Stock tendered is less than 90% of the then outstanding number of shares of Common Stock, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer (but subject to the right of termination in accordance with Article IX), Sub shall, and Parent shall cause Sub to, pay for all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Parent and Sub shall file with the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable ) a Tender Offer Statement on Schedule 14D-1 with respect to the Offer; provided, however, that if which shall contain an offer to purchase and a related letter of transmittal (such Schedule 14D-1 and the sole condition remaining unsatisfied on the initial scheduled expiration date of documents therein pursuant to which the Offer is a condition set forth in paragraph (d) will be made, together with any supplements or (e) of Annex Aamendments thereto, Purchaser shall, so long as the breach can "Offer Documents"). The Company and its counsel shall be cured given an opportunity to review and the Company is vigorously attempting to cure such breach, extend comment upon the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions Documents prior to the Offer are satisfied or waived, then upon filing thereof with the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateSEC. The Per Share Amount shall, subject Offer Documents shall comply as to applicable withholding form in all material respects with the requirements of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")., and on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Offer Documents 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 is made by Parent or Sub with respect to information supplied by the Company for inclusion in the Offer Documents. Each of Parent, Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and Sub agree to provide the Company and its counsel in writing with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly upon receipt of such comments. Section 1.2

The Offer. (a) Purchaser Subject to the provisions of this Agreement, within five business days after the first public announcement of this Agreement, Sub shall, and Exeter Parent shall cause Purchaser Sub to, commence, within the meaning of Rule 14d-2 under the Exchange Act (as hereinafter defined), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to and accept for payment Shares payment, and pay for, any shares of Common Stock (and the associated Rights) tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves Exhibit A. The Offer shall initially expire 20 business days after the right to waive any such conditiondate of its commencement, to increase unless this Agreement is terminated in accordance with Article IX, in which case the price per Share payable Offer (whether or not previously extended in the Offer, and to make any other changes in accordance with the terms and conditions hereof) shall expire on such date of the Offer; provided, however, that, without termination. Without the prior written consent of the Company, Purchaser Sub shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex Exhibit A, (ii) modify or amend the conditions set forth in Exhibit A heretoor any other term of the Offer in a manner adverse to the holders of shares of Common Stock, (iii) waive or amend (below 50.01% of the outstanding shares of Common Stock on a fully diluted basis) the Minimum Condition (as defined in Exhibit A), (iv) extend reduce the number of shares of Common Stock subject to the Offer, (v) reduce the price per share of Common Stock to be paid pursuant to the Offer, (vi) except as provided in the following sentence, extend the Offer, if all of the Offer conditions are satisfied or waived, or (vii) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser Sub may, without the consent of the Company, provide "subsequent offering periods," extend the Offer at any time, and from time to time, (i) if at the then scheduled expiration date of the Offer any of the conditions to Sub's obligation to accept for payment and pay for shares of Common Stock shall not have been satisfied or waived, until the such time as such term conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC (as hereinafter defined) or its staff applicable to the Offer; or (iii) if all Offer conditions are satisfied or waived but the number of shares of Common Stock tendered is defined in, and in accordance with, Rule 14d-11 under less than 90% of the Exchange Actthen outstanding number of shares of Common Stock, for an aggregate period of not to exceed twenty (20) more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and Purchaser the Offer conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer (A) give but subject to the required notice right of such subsequent offering period termination in accordance with Article IX), Sub shall, and (B) immediately accept and promptly Parent shall cause Sub to, pay for all Shares tendered as shares of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following as soon as practicable after the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12, 2002five business days after the initial public announcement of the execution of the Merger Agreement. The Merger Agreement provides that the obligation of Parent to, and of Parent to cause Purchaser to to, consummate the Offer and accept for payment payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be is subject only to the conditions set forth above in Annex A hereto. Section 5 (the "Offer Conditions") (any of which may be waived in whole or in part by Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offerits sole discretion; provided, however, that, that Purchaser may not waive the Minimum Condition (as defined above in Section 5) without the prior written consent of the Company). Purchaser expressly reserved in the Merger Agreement the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, neither Parent nor Purchaser shall not may (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, ; (ii) reduce the maximum number of Shares to be purchased in the Offer, Offer Price; (iii) impose conditions add to or modify the Offer in addition to those set forth in Annex A hereto, Conditions; (iv) extend except as provided in the next paragraph, change the Expiration Time of the Offer, ; (v) change the form of consideration payable in the Offer Offer; or (vi) amend, alter, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersShares. Notwithstanding the foregoing, if on any scheduled Expiration Time of the Offer, which shall initially be 20 business days after the commencement date of the Offer, all Offer Conditions have not been satisfied or waived, the Merger Agreement provides that Purchaser may, without the consent of the Company, (i) and at the request of the Company shall, from time to time, extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement Expiration Time of the Offer, ifand Purchaser may, at without the scheduled expiration consent of the OfferCompany, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the SEC staff thereof, applicable to the Offer; provided, however, . The Merger Agreement provides that if subject only to the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition conditions set forth above in paragraph (d) or (e) of Annex ASection 5, Purchaser shall, so long and Parent shall cause Purchaser to, as soon as practicable after the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined inaccept for payment, and in accordance withpay for, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares validly tendered as of such applicable expiration dateand not withdrawn that Purchaser becomes obligated to accept for payment pursuant to the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, Merger. The Merger Agreement provides that upon the terms and subject to the conditions set forth in such agreement, and pursuant to Section 92A.250 of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended Nevada Revised Statutes (the "Exchange ActNRS"), at the Effective Time (as defined below) (i) Purchaser shall be merged with and into the Company and the separate existence of Purchaser shall cease; (ii) the Company shall continue as the Surviving Corporation (the "Surviving Corporation") and shall continue to be governed by the laws of the State of Nevada; and (iii) the separate corporate existence of the Company shall continue unaffected by the Merger.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereof, (but in no event later than July 12prior to Tuesday, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such conditionAugust 1, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, 2000) Purchaser shall not commence (i) decrease within the price per Share payable in the Offer, (ii) reduce the maximum number meaning of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer to purchase for cash any and all of the Shares at the Offer Price. Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is legally permitted to do so under applicable law. The Offer shall be 3 made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the other conditions set forth in Annex A hereto. Purchaser shall not decrease the Offer Price or decrease the number of Shares sought in the Offer, change the form of consideration to be paid for Shares pursuant to the Offer, or amend or add any other term or condition of the Offer (including the conditions set forth in Annex A hereto), in each case, in any manner adverse to the holders of the Shares without the prior written consent of the Company. The initial expiration date of the Offer shall be the twenty-fifth (25th) business day following the date that the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). Notwithstanding the foregoing, Purchaser shall, and Parent agrees to cause Purchaser to, extend the Expiration Date of the Offer from time to time until 60 days from execution of this Agreement if, and to the extent that, at the Initial Expiration Date of the Offer, or any extension thereof, all conditions to the Offer have not been satisfied or waived. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. If, immediately prior to the expiration date of the Offer (as it then may be extended), the Shares tendered and not withdrawn pursuant to the Offer, together with the Shares then owned by Purchaser, constitute less than 90% of the outstanding Shares, Purchaser may extend the Offer for a period not to exceed ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the making of the Offer by Purchaser. Subject to the Merger Agreement not having been terminated in accordance with its terms, Purchaser has agreed to accept for payment and pay for all the Shares validly tendered pursuant to the Offer prior to the Expiration Date and not withdrawn, as promptly as reasonably practicable following the Expiration Date. Pursuant to the Merger Agreement and subject to the Conditions, if all of the Conditions are not satisfied on the initial Expiration Date, and the Agreement has not been terminated in accordance with its terms, Purchaser shall extend (and re-extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. From and after the date hereofFinal Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or not the Conditions have been satisfied, Purchaser may extend and re-extend the Offer, from time to time, but in no event later than July 12beyond November 15, 20021997, if it believes such extension is advisable in order to facilitate the orderly transition of the business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser do not expect to utilize this right to extend the Offer. See Section 15. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be is subject to (i) the conditions set forth tender and non-withdrawal of Shares which, when added to the Shares then beneficially owned by Parent, constitutes two-thirds of the Shares outstanding and (ii) the satisfaction of certain other Conditions described in Annex A heretoSection 16. Subject to the terms of the Merger Agreement, Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in amend the terms and conditions of the Offer; provided, however, Offer in any respect by giving oral or written notice of such amendment to the Depositary. Purchaser has agreed that, without the prior written consent of the Company, Purchaser shall not no amendment to the Offer may be made which (i) decrease decreases the price per Share payable or changes the form of consideration to be paid in the Offer, (ii) reduce decreases the maximum number of Shares to be purchased sought in the Offer, or (iii) impose imposes additional conditions to the Offer other than those described in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer Section 16 or (vi) amend, add to or waive amends any other term of the Offer in any manner that would be, in any significant respect, adverse to holders of Shares. RECOMMENDATION. In the Merger Agreement, the Company or states that the Stockholders. Notwithstanding Board has unanimously (i) determined that the foregoing, Purchaser may, without consent Offer and the Merger are fair to and in the best interests of the stockholders of the Company and (ii) resolved to recommend acceptance of the Offer and approval and adoption of the Merger Agreement and the Merger by the stockholders of the Company. THE MERGER. The Merger Agreement provides that, as soon as practicable following the purchase of Shares pursuant to the Offer, and the satisfaction or waiver of the other conditions to the Merger, or on such other date as the parties thereto may agree (such agreement to require the approval of the majority of the Continuing Directors, if at that time there shall be any Continuing Directors), Purchaser will be merged with and into the Company. The Merger shall become effective by filing with the Secretary of State of Massachusetts articles of merger (the "Articles of Merger") in accordance with the relevant provisions of the MBCL at such time (the time the Merger becomes effective being the "Effective Time"). At the Effective Time, (i) extend each Share issued and outstanding immediately prior to the Offer beyond Effective Time (other than Shares described in clause (ii) below) will be converted into the scheduled expiration dateright to receive $29.00 in cash, which shall be 20 business days following the commencement of or any higher price paid per Share in the Offer, if, at without interest thereon (the scheduled expiration 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 or "Merger Price"); (ii) extend (a) each Share held in the Offer for any period required treasury of the Company or held by any rule, regulation or interpretation wholly owned subsidiary of the Securities Company and Exchange Commission each Share held by Parent or any wholly owned subsidiary of Parent immediately prior to the Effective Time will be cancelled and retired and cease to exist; (b) each Share held by any holder who has perfected any dissenters' rights under the MBCL, as applicable (the "SECDissenting Shares"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall will not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied converted into or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, be exchangeable for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment receive the Merger Price; and (iii) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and exchangeable for Shares one share of common stock of the Surviving Corporation. The Merger Agreement provides that the Articles of Organization and By-laws of the Company as in order effect at the Effective Time (including such amendments to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act Articles of 1934, Organization as amended (the "Exchange Act").are 20

The Offer. (a) The Merger Agreement provides for the making of the Offer. The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, Xx. Xxxxxxx will commence the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12five business days from the public announcement by Purchaser and the Company of the execution of the Merger Agreement. Subject to applicable SEC regulations, 2002Purchaser (i) will not be required to purchase, (ii) may delay the payment for, and (iii) may terminate the Offer as to any Shares not already paid for if any of the events described in "The Offer -- Section 11. The obligation of Purchaser to accept for payment Shares tendered pursuant Conditions to the Offer shall be subject Offer" occur at any time on or after June 13, 2003 and immediately prior to the conditions set forth in Annex A heretoExpiration Date. Although Purchaser has expressly reserves reserved the right to waive any such condition, to increase the price per Share payable in the Offer, and to amend or make any other changes in the terms and conditions of the Offer; provided, however, thatPurchaser agreed in the Merger Agreement that it will not, without prior written consent of the Company (including the prior written consent of the Company, Purchaser shall not Special Committee): (i) decrease the price per Share Offer Price or change the form of the consideration payable in the Offer, ; (ii) reduce waive or modify the maximum Minimum Condition; (iii) decrease the number of Shares to be purchased sought in the Offer, ; (iii) impose any additional conditions to the Offer from those described below in addition "The Offer -- Section 11. Conditions to those set forth in Annex A hereto, the Offer," or (iv) extend otherwise amend the Offer in a manner that would adversely affect holders of Shares. The Company has agreed that no Shares owned by the Company for its account will be tendered pursuant to the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term . The "Initial Expiration Date" of the Offer will be Midnight on July 11, 2003. Notwithstanding anything in any manner that would be, in any significant respect, adverse the Merger Agreement to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser maycontrary, without the consent of the Company, (i) Purchaser and Xx. Xxxxxxx have the right to extend the Offer beyond the scheduled Initial Expiration Date in the following events: (i) from time to time if, at the Initial Expiration Date (or an extended expiration date, which shall be 20 business days following the commencement date of the Offer, if, at the scheduled expiration of the Offerif applicable), any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall Offer have not be been satisfied or waived or waived; (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; providedOffer or any period required by applicable Law (as defined in the Merger Agreement) or (iii) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, howeverand in compliance with, that Rule 14d-11 under the Exchange Act. Notwithstanding the foregoing, if any of the sole condition remaining unsatisfied conditions to the Offer are not satisfied or, if applicable, waived on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex AOffer, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not Xx. Xxxxxxx will be required to extend the Offer beyond 30 calendar for a period of 10 business days after such initial scheduled expiration date. In additionand, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or or, if applicable, waived, then upon the applicable expiration date an additional period of the Offer, 10 business days. Purchaser mayand Xx. Xxxxxxx may not, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under Company (including the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions prior written consent of the Offer. Upon expiration of the OfferSpecial Committee), Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to extend the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offerbeyond August 22, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")2003.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after delivery of Required Information, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence, within the date hereofmeaning of Rule 14d-2 promulgated under the Exchange Act, but in no event later than July 12, 2002the Offer. The obligation obligations of Purchaser Acquisition Sub to, and of Parent to cause Acquisition Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex A heretoI (the “Offer Conditions”). Purchaser The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is the later of (i) November 22, 2010 and (ii) twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Acquisition Sub expressly reserves the right to waive waive, in whole or in part, any such condition, to increase the price per Share payable in the Offer, and to make any other changes in Offer Condition or modify the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Shares to be purchased Company Common Stock, (v) except as expressly provided in this Section 2.1(a), terminate, extend or otherwise amend or modify the expiration date of the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (vvi) change the form of consideration payable in the Offer or Offer, (vivii) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in any manner that would be, in any significant respect, adverse to any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the Company or meaning of Rule 14d-11 promulgated under the StockholdersExchange Act. Notwithstanding any other provision of this Agreement to the foregoingcontrary, Purchaser mayAcquisition Sub shall, without consent of the Companyand Parent shall cause Acquisition Sub to, (i) extend the Offer beyond on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the scheduled expiration date, which shall be 20 business days following the commencement of the Offerparties hereto may agree) each, if, at the any then-scheduled expiration of the Offer, any of Offer Condition (other than the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Minimum Tender Condition) shall not be have been satisfied or waived waived, until such time as each such condition shall have been satisfied or waived; (ii) extend the Offer for any the minimum period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer and (iii) if the Marketing Period has not ended on the last Business Day prior to the expiration of the Offer, extend the Offer until the earliest to occur of (x) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days’ prior notice to the Company, and (y) the first (1st) Business Day after the final day of the Marketing Period; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser Acquisition Sub shall not be required to extend the Offer beyond 30 calendar days after such initial the Termination Date. Notwithstanding any other provision of this Agreement to the contrary, if, at any then-scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser mayeach Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, without the consent of then Acquisition Sub may and, if requested by the Company, provide "subsequent offering periods," as such term is defined inAcquisition Sub shall, and in accordance withParent shall cause Acquisition Sub to, Rule 14d-11 under extend the Exchange ActOffer by increments of five (5) Business Days; provided, for an aggregate period not however, that the maximum number of days that the Offer may be extended pursuant to exceed this sentence shall be twenty (20) business days Business Days; provided, further, that Acquisition Sub shall not be required to extend the Offer beyond the Termination Date. Notwithstanding anything in this Agreement to the contrary, (i) Acquisition Sub may extend the Offer for all such extensionsup to ten (10) Business Days from the day the Marketing Period will otherwise end and Purchaser shall (ii) if the Debt Financing has not funded at the expiration of the Offer, then the Offer will be automatically extended to the later of (A) give fifteen (15) Business Days (or, if the required notice of such subsequent offering period extension in (i) has been exercised, no more than twenty (20) Business Days in total for clause (i) and this clause (ii)) from the date thereof, (B) immediately accept and promptly pay for all Shares tendered December 31, 2010, or (C) such earlier date as of such applicable expiration dateParent may specify (the “Extension Period”). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon Upon the terms and subject to the conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and pay for, all shares of Company Common Stock that Acquisition Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer. Upon Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer, which shall occur no earlier than November 23, 2010, is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.1(a)), unless this Agreement is validly terminated in accordance with Section 8.1. If (i) at any then-scheduled expiration of the Offer, Purchaser shall(x) each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived, (y) the Minimum Tender Condition shall not have been satisfied and Exeter (z) no further extensions or re-extensions of the Offer are permitted or required pursuant to this Section 2.1(a), (ii) this Agreement is terminated pursuant to Section 8.1 or (iii) at any then-scheduled expiration of the Offer, (x) each Offer Condition shall cause Purchaser tohave been satisfied or waived, accept for payment all Shares validly tendered and (y) the proceeds of the Debt Financing are not withdrawn funded pursuant to the terms of the Debt Commitment Letter and (z) no further extensions or re-extensions of the Offer are permitted or required pursuant to this Section 2.1(a), then, in each case, Acquisition Sub shall promptly (and, in any event, within twenty four (24) hours of such termination but prior to the Offer Closing), irrevocably and pay for all such Shares promptly following unconditionally terminate the acceptance Offer. The termination of Shares for payment. Notwithstanding the Offer pursuant to clause (i), (ii) or (iii) of the immediately preceding sentence is referred to this Agreement as the “Offer Termination,” and subject the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Acquisition Sub, or this Agreement is terminated in accordance with Section 8.1, Acquisition Sub shall promptly return, and shall cause any depository acting on behalf of Acquisition Sub to return, all tendered shares of Company Common Stock to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")registered holders thereof.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12September 8, 20022011 or ten business days after the date of the Merger Agreement, which was August 24, 2011. The obligation obligations of Purchaser to purchase, accept for payment payment, and pay for, Shares tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver of certain conditions set forth (the “Offer Conditions”) that are described in Annex A hereto. Section 15 — “Conditions of the Offer.” Purchaser expressly reserves the right to increase the Offer Price and to waive any such condition, to increase of the price per Share payable in Offer Conditions and/or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser shall not will not: (i) decrease amend or waive the price per Share payable in the OfferMinimum Condition , (ii) reduce decrease the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or Offer, (viiv) amenddecrease the number of Shares sought pursuant to the Offer, (v) add to or waive any other term of the Offer Conditions or modify such conditions in any a manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent holders of the Company, Shares (ivi) extend the Offer beyond (except to the scheduled expiration date, which shall be 20 business days following extent required by or permitted under the commencement Merger Agreement or law) or (vii) make any other change to the terms and conditions of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable that is adverse to the Offer; provided, however, holders of Shares. The Merger Agreement provides that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth or on any subsequent scheduled expiration date of the Offer (as extended in paragraph (daccordance with the Merger Agreement) all conditions to the Offer shall not have been satisfied or (e) of Annex Awaived, Purchaser shallmay, so long as the breach can be cured and the Company is vigorously attempting from time to cure such breachtime, in its sole discretion, extend the Offer from for one or more periods of time of up to time until five business days after such breach ten Business Days each as Purchaser may determine. If on the initial scheduled expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as extended in accordance with the Merger Agreement), the applicable waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder (the “HSR Act”) or any other antitrust law has not expired or has not been terminated, Purchaser is cured; provided, further, that Purchaser shall not be required obligated to extend the Offer beyond 30 calendar days after for one or more periods of time of up to ten (10) Business Days each until such initial scheduled expiration datecondition has been satisfied. In additionno event will we extend the Offer beyond February 29, if all 2012, unless the applicable waiting period (and any extension thereof) under the HSR Act has not expired or been terminated or there is a pending action by any governmental entity seeking to prohibit or restrict Parent’s ownership of the conditions to the Offer are satisfied Shares or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent operation of the Company’s business (unless such failure to expire or terminate or such action relates to a divestiture action of Parent for assets or businesses other than legal publishing assets or businesses) then either Parent or the Company may extend such date to a date no later than June 30, provide "subsequent offering periods," as such term is defined in, 2012. Purchaser may increase the Offer Price and in accordance with, Rule 14d-11 under extend the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net Offer to the seller extent required by Law in cashconnection with such increase, upon in each case in its sole discretion and without the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company’s consent.

The Offer. (a) Subject to the conditions in this Agreement, as promptly as practicable but in no event later than ten Business Days after the date of the initial public announcement of the execution and delivery of this Agreement, which initial public announcement shall occur no later than the first Business Day following execution of this Agreement, the Purchaser shall, and Exeter the Parent shall cause the Purchaser to, commence the Offer as promptly as reasonably practicable after within the date hereof, but in no event later than July 12, 2002meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "Commission"). The obligation initial expiration date for the Offer shall be the twentieth Business Day following commencement of the Offer (the "INITIAL EXPIRATION DATE"). The obligations of the Purchaser to, and of the Parent to cause the Purchaser to, commence the Offer and accept for payment Shares payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Annex A hereto. Exhibit A. The Purchaser expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or amend or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, the Purchaser shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions waive the Minimum Condition, add to the Offer in addition to those conditions set forth in Annex Exhibit A heretoor modify any condition set forth in Exhibit A in any manner adverse to the holders of shares of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of otherwise amend the Offer in any manner that would be, in any significant respect, adverse to the holders of shares of Company or the StockholdersCommon Stock. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to the Purchaser's obligation to accept purchase shares of Company Common Stock are not satisfied, for paymenta period of ten Business Days or such longer period as Purchaser, Parent and to pay forthe Company shall agree, the Shares, shall not be satisfied or waived or (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), or the its staff thereof, applicable to the Offer; provided, howeveror (C) extend the Offer for any reason on one or more occasions for a period of not more than five Business Days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. If requested by the Company, the Parent and the Purchaser agree that if all of the sole condition remaining unsatisfied conditions to the Offer are not satisfied on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) then, if all such conditions are then reasonably capable of Annex Abeing satisfied before the Termination Date, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, shall extend the Offer from time to time until five business days after such breach is cured; providedconditions are satisfied or waived, further, that but the Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Termination Date. In addition, if all For purposes of the conditions to immediately preceding sentence, the Offer are parties agree that the Minimum Condition shall be considered reasonably capable of being satisfied or waived, then upon before the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateTermination Date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions (including Exhibit A) in this Agreement, the Purchaser shall pay, as required under Rule 14e-1(c) of the Offer. Upon expiration Exchange Act, for all shares of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following that the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject Purchaser becomes obligated to purchase pursuant to the applicable rules Offer. In addition, the Purchaser may provide a subsequent offering period under Rule 14d-11 of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")not less than three Business Days and not more than twenty Business Days.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with SECTION 7, as promptly as reasonably practicable, and in any event within four Business Days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Section 1.2), Purchaser shall, and Exeter Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer; provided, that if, at the time Purchaser intends to commence the Offer, the Company is not prepared to file with the SEC and to disseminate to holders of Shares the Schedule 14D-9, Purchaser shall not be obligated to commence the Offer until such time as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002Company is so prepared. The obligation obligations of Purchaser Purchaser, and of Parent to cause Purchaser, to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum Condition (as defined in Exhibit E hereto) and (ii) the satisfaction or waiver by Purchaser of each of the other conditions set forth in Annex A heretoExhibit E hereto (together with the Minimum Condition, the “Offer Conditions”). The obligation of Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). Purchaser expressly reserves the right right, in its sole discretion, to (A) increase the Offer Price (by increasing the Cash Consideration and/or the amounts that may become payable pursuant to the CVR Agreement), (B) add additional milestones solely with respect to additional milestone payments to the CVR Agreement, (C) waive any such condition, to increase Offer Condition or (D) modify any of the price per Share payable in the Offer, and to make any other changes in the terms and or conditions of the Offer; providedOffer prior to the Acceptance Time to the extent not inconsistent with the terms of this Agreement, howeverexcept that, thatunless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii1) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v2) change the form of consideration payable in the Offer (other than by adding consideration as contemplated by Section 1.1(a)(A) or (viB)), (3) amendreduce the number of Shares sought to be purchased in the Offer, (4) waive, amend or change the Minimum Condition, (5) add to the Offer Conditions, (6) extend the expiration of the Offer except as required or waive permitted by Section 1.1(b), (7) provide for any other “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (8) modify any Offer Condition or any term of the Offer set forth in any this Agreement in a manner that would be, in any significant respect, adverse to the Company holders of Shares in their capacity as such or that would, individually or in the Stockholders. Notwithstanding aggregate, reasonably be expected to prevent or materially delay or impair the foregoing, Purchaser may, without consent consummation of the CompanyOffer or prevent, (i) extend materially delay or impair the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement ability of Parent or Purchaser to consummate the Offer, ifthe Merger or the other Contemplated Transactions (other than, at for the scheduled expiration avoidance of doubt, delays resulting from increases to the Offer Price as contemplated above or extensions 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition on the terms set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"below).

The Offer. (a) Purchaser shallSubject to the conditions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereofof this Agreement, but Sub shall, and Parent shall cause Sub to, amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $23.25 per share of Company Common Table of Contents Stock (and associated Right), net to the seller in no event later than cash, without interest thereon (the “Offer Price”), and to set July 126, 20022004 (the “Initial Expiration Date”), as the expiration date for the Offer. The obligation obligations of Purchaser Sub to, and of Parent to cause Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Sub of the conditions set forth in Annex A hereto. Purchaser Exhibit A. Sub expressly reserves the right right, subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive or change the Offer Minimum Tender Condition (as defined in addition to those set forth in Annex A heretoExhibit A), (iv) extend add to the Offerconditions set forth in Exhibit A, modify any condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of Company Common Stock, (v) extend the Offer or (vi) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholdersthan by adding consideration). Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 from time to time for one or more additional periods of not more than five business days following each, or such longer period as may be approved by the commencement of the OfferCompany, if, if at the scheduled expiration date of the Offer, Offer any of the conditions set forth in Exhibit A to Purchaser's Sub’s obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied or (if permitted) waived, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or and (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "“SEC"), ”) or the staff thereof, thereof applicable to the Offer; provided, howeverthat, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend extended beyond July 19, 2004 (the Offer beyond 30 calendar days after such initial scheduled expiration date“Outside Date”). In addition, if all of if, at the conditions to the Offer are satisfied scheduled or waived, then upon the applicable extended expiration date of the Offer, Purchaser mayall the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Sub shall (subject to applicable law) have the right to provide "for a “subsequent offering periods," period” (as such term is defined in, and in accordance with, contemplated by Rule 14d-11 under the Exchange Act, for an aggregate period not up to exceed twenty (20) 20 business days (after Sub’s acceptance for all such extensions) payment of the shares of Company Common Stock then tendered and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net not withdrawn pursuant to the seller in cash, upon Offer. Upon the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Sub shall, and Exeter Parent shall cause Purchaser Sub to, accept for payment and pay for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject that Sub becomes obligated to purchase pursuant to the applicable rules Offer as soon as practicable after the expiration of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares Offer in order to comply in whole or in part accordance with applicable Laws. Any such delay shall be effected in compliance with Exchange Act Rule 14e-1(c) under or (in the Securities case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof in accordance with Exchange Act of 1934, as amended (the "Exchange Act")Rule 14d-11.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date hereofpracticable, but in no event later than July 12ten business days after the date of the Merger Agreement, 2002which was February 20, 2008. The obligation obligations of the Purchaser to (and the obligations of Pfizer to cause the Purchaser to) commence the Offer and to accept for payment payment, and pay for, Shares tendered pursuant to the Offer shall be are subject to the satisfaction or waiver of certain conditions set forth that are described in Annex A hereto. Section 15 — “Certain Conditions of the Offer.” The Purchaser expressly reserves the right to increase the Offer Price and to extend the Offer to the extent required by law in connection with such increase, to waive any such condition, condition to increase the price per Share payable in Offer and/or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, except that without the prior written consent of Encysive, the Company, Purchaser shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose waive the Minimum Tender Condition, (iv) add to or modify the conditions to the Offer in addition to those (as set forth in Annex A heretoSection 15 — “Certain Conditions of the Offer”) in any manner adverse to the holders of Shares, (ivv) extend the Offer, except as described herein, (vvi) change the form of the consideration payable in the Offer or (vivii) amend, add to or waive any other term of otherwise amend the Offer in any a manner that would be, in any significant respect, adverse to the Company or holders of Shares. The Merger Agreement provides that the Stockholders. Notwithstanding the foregoing, Purchaser may, without the consent of the CompanyEncysive, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration of the Offer, Expiration Date any of the conditions to Purchaser's the obligation to accept for payment, and to pay for, purchase the Shares, shall Shares have not be been satisfied or waived waived, for one or more periods up to 10 business days each until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if or (iii) extend the sole condition remaining unsatisfied on Offer for one or more periods for an aggregate period of not more than 20 business days beyond the initial scheduled latest expiration date that would otherwise be permitted if, on such Expiration Date, there have not been tendered and not withdrawn that number of Shares that, together with any Shares then owned by Pfizer, would equal more than 90% of the issued and outstanding Shares. If the Purchaser extends the Offer is a pursuant to clause (iii), the Merger Agreement requires the Purchaser to waive during such extension certain conditions to its obligation to purchase the Shares (each condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date Section 15 — “Certain Conditions of the Offer” other than the conditions in paragraphs (a), (b) and (f) thereof, the Minimum Tender Condition and the Regulatory Condition). Notwithstanding the foregoing, the Merger Agreement provides that Pfizer and the Purchaser may, without the consent of the CompanyEncysive, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such make available a subsequent offering period and (Ba “Subsequent Offering Period”) immediately accept and promptly pay in accordance with Rule 14d-11 of the Exchange Act for all Shares tendered as of such applicable expiration dateup to 20 business days. The Per Share Amount shallIn addition, subject to applicable withholding Pfizer’s right to terminate the Merger Agreement (described herein under Section 11 — “The Merger Agreement”) in accordance with its terms, (i) if at the initially scheduled Expiration Date, any one or more of taxesthe Minimum Tender Condition, be net to the seller Regulatory Condition or certain other conditions set forth in cashparagraphs (a), upon the terms and subject to the conditions (b), (e) or (f) of Section 15 — “Certain Conditions of the Offer. Upon ” are not satisfied, the Purchaser shall, at the request of Encysive, extend the Offer for up to 10 business days and (ii) if at any extended expiration date of the Offer, the Regulatory Condition or certain other conditions (as set forth in paragraphs (e) or (f) of Section 15 — “Certain Conditions of the Offer”) are not satisfied, at the request of Encysive, Purchaser shall, 16 Table of Contents and Exeter Pfizer shall cause Purchaser to, accept extend the Offer for payment all Shares validly tendered increments of not more than 10 business days until such time as such conditions are satisfied or waived, but in no event beyond August 20, 2008 (the “Outside Date”). Top-Up Option. Encysive granted the Purchaser an assignable and not withdrawn pursuant irrevocable option to purchase from Encysive the number of newly issued shares of Encysive common stock (the “Top-Up Option Shares”) equal to the Offer and pay for all such Shares promptly following number of Shares, when added to the acceptance number of Shares for payment. Notwithstanding the owned by Pfizer and its subsidiaries immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions following consummation of the Offer, constitutes one share more than 90% of the number of Shares then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for a cash purchase price per Top-Up Option Share equal to the Offer Price. The maximum number of Shares subject to the Top-Up option shall not exceed the number of Shares equal to 19.9% of the Shares outstanding immediately prior to the issuance of the Top-Up Option Shares. The exercise of the Top-Up Option by Purchaser expressly reserves is subject to certain conditions set forth in Section 2.7 of the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Merger Agreement.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly As soon as reasonably practicable after the date hereof, SPA Effective Date hereof but in no event later than July 12the Mailing Date, 2002. The obligation the Purchaser shall make an offer to all holders in Canada, the United States under any available exemption under U.S. federal or state law from the requirement to prepare a full tender offer document, and such other jurisdictions as the Purchaser may determine, to purchase all of Purchaser to accept for payment the outstanding Sterlite Gold Shares tendered (or Holdco Shares), including any Sterlite Gold Shares that may become outstanding pursuant to the exercise of any currently outstanding convertible or exchangeable securities, on substantially the terms and conditions set out in this Agreement and in Schedule A hereto (the “Offer”). The Offer will be made in accordance with Applicable Law. The Offer shall not be subject to any conditions, save and except for the conditions set forth in Annex A heretoSchedule A. The Offer shall be open for acceptance until 12:01 a.m. (Toronto time) on the 36th day after the day that the Offer is first commenced within the meaning of the Securities Act (Ontario). The Purchaser expressly reserves the right shall, subject to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; providedhereof, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at on the date upon which the Offer is scheduled expiration of the Offerto expire, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall Offer are not be satisfied or waived or (ii) extend by the Offer Purchaser, until such time, no later than the Outside Date, as may be required for the satisfaction of any period required condition as determined by any rulethe Purchaser, regulation or interpretation of the Securities and Exchange Commission acting reasonably (the "SEC"), or the staff thereof, applicable to time at which the Offer; provided, howeveras it may be extended, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long expires being referred to as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that its “Expiry Time”). The Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the preceeding sentence if it were impossible for a condition that is unsatisfied as of the expiry of the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to be satisfied on or prior to the applicable rules Outside Date. The Offer shall provide that it is to be exclusively governed by the laws of Ontario and the SEC and federal laws of Canada therein, excluding conflict of laws rules. The term “Offer” shall include any amendments to, or extensions of, such Offer, made in accordance with the terms and conditions of this Agreement. The Purchaser shall take up and pay for the securities validly deposited under the Offer forthwith upon the satisfaction or waiver of all conditions under the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence The Merger Agreement provided for the commencement of the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12August 3, 20022011. The obligation of Purchaser to accept for payment Shares tendered pursuant Subject to the Offer shall be subject to applicable rules and regulations of the conditions set forth in Annex A hereto. Purchaser SEC, Parent expressly reserves the right from time to time, except as set forth elsewhere in this Offer to Purchase, in its sole discretion, to waive any such condition, condition to increase the price per Share payable in the Offer, and increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided. However, however, we have agreed in the Merger Agreement that, without the prior written consent of the Company, Purchaser shall we will not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number Per Share Amount, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions to the Offer set forth in Section 15—"Conditions to the Offer" or modify or change any such condition in a manner adverse in any material respect to any stockholders of Shares to be purchased the Company, (v) except as provided in the Merger Agreement, extend or otherwise change the expiration date of the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (vvi) change the form of consideration payable in the Offer Offer, or (vivii) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in any a manner that would be, adverse in any significant respect, adverse material respect to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent any stockholders of the Company. There is no financing condition to the Offer. The Merger Agreement provides that unless the Merger Agreement is terminated in accordance with its terms, we shall (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 Expiration Date from time to time for successive periods not to exceed 10 business days following in each instance (or such longer period to which the commencement of the Offer, if, at the scheduled expiration of the Offer, Company reasonably agrees) if any of the conditions to Purchaser's our obligation to accept for paymentpurchase Shares set forth in Section 15—"Conditions to the Offer" is not satisfied (or, and to pay forin our sole discretion, waived) on or before the Shares, shall not be satisfied or waived Expiration Date; or (iiB) extend the Offer Expiration Date for any period required by any ruleapplicable law, regulation interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), the staff of the SEC (the "SEC Staff") or the staff thereof, New York Stock Exchange (the "NYSE") applicable to the OfferOffer requires such extension; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateJanuary 31, 2012 (the "Outside Date"). In addition, the Merger Agreement provides that if all the Shares we acquire in the Offer (together with Shares owned of record by Parent, the Purchaser and their direct and indirect subsidiaries) represent less than 90% of the conditions to then-outstanding Shares, we may, in our sole discretion, extend the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "for a subsequent offering periods," as period of not more than 10 business days or such term is defined in, and longer period to which the Company reasonably agrees in accordance with, with Rule 14d-11 under the Exchange Act. Pursuant to the Merger Agreement, for the Company granted to Purchaser an aggregate period irrevocable option (the "Top-Up Option"), to purchase at a price per share equal to the Per Share Amount up to that number (but not less than that number) of newly issued Shares (the "Top-Up Shares") equal to exceed twenty (20) business days (for all such extensions) the lowest number of Shares that, when added to the number of Shares owned, directly or indirectly, by Parent or Purchaser and Purchaser their respective subsidiaries at the time of exercise of the Top-Up Option, shall constitute no less than one share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Shares. The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the closing of the Offer and prior to the earlier to occur of (A) give the required notice of such subsequent offering period Effective Time and (B) the termination of the Merger Agreement in accordance with its terms; provided, however, that (i) upon exercise of the Top-Up Option, the number of Shares owned, directly or indirectly, by Parent or Purchaser and their respective subsidiaries shall constitute no less than one share more than 90% of the number of Shares that will be outstanding immediately accept after the issuance of the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and promptly pay for all Shares tendered as unissued or held in the treasury of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding the Company at the time of taxes, be net exercise of the Top-Up Option (giving effect to the seller in cashShares issuable pursuant to all then-outstanding stock options, upon restricted stock units and any other rights to acquire Shares as if such Shares were outstanding), (iii) at the terms and subject to the conditions time of the Offer. Upon expiration of the Offerexercise, Purchaser shall, and Exeter shall cause Purchaser to, accept have accepted for payment all Shares validly tendered and not withdrawn pursuant to in the Offer and pay not validly withdrawn, and (iv) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any law or order. At the closing of the purchase of Top-Up Shares, the aggregate purchase price owed by Purchaser to the Company for all such the Top-Up Shares promptly shall be paid to the Company by Purchaser at Purchaser's election, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash by wire transfer of by wire transfer of immediately available funds to an account designated by the Company an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price of the Top-Up Shares (the "Promissory Note"), or (iii) by a combination of the methods set forth in the preceding clauses (i) and (ii). The Promissory Note (i) shall bear simple interest at a rate of 5% per annum, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and Purchaser, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms. The parties to the Merger Agreement agreed and acknowledged that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by the Merger Agreement, to the fullest extent permitted by applicable law, the Surviving Corporation shall not assert that the Top-Up Option, the issuance of the Top-Up Shares or the payment by Purchaser to the Company of any consideration for the Top-Up Shares should be taken into account. See Section 17—"Appraisal Rights." The purpose of the Top-Up Option is to facilitate a short-form merger, in accordance with Delaware law, following completion of the acceptance Offer. The Merger. The Merger Agreement provides that, at the effective time of the Merger (the "Effective Time"), the Purchaser will be merged with and into the Company with the Company being the surviving corporation (the "Surviving Corporation"). Following the Merger, the separate existence of the Purchaser will cease, and the Company will continue as the Surviving Corporation and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share then held by the Company or any direct or indirect wholly owned subsidiary of the Company (or held in the Company's treasury) or held by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each Share issued and outstanding immediately prior to the Effective Time (other than other than Shares for payment. Notwithstanding to be canceled in accordance with the immediately preceding sentence and subject to the applicable rules of the SEC any Dissenting Shares (as defined below) shall be canceled and the terms and conditions of the Offer, Purchaser expressly reserves shall be converted automatically into the right to delay payment for Shares receive cash in order an amount equal to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended Per Share Amount (the "Exchange ActMerger Consideration")) payable, without interest, to the holder of such Share, upon surrender of the Certificate that formerly evidenced such Share. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Shares outstanding immediately prior to the Effective Time held by a holder (if any) who shall have neither voted in favor of the Merger nor consented thereto in writing and who properly demands in writing appraisal for such Shares in accordance with and who complies in all respects with, Section 262 of the DGCL ("Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration unless such holder fails to perfect or shall have waived, withdrawn or otherwise lost such holder's right to appraisal, if any. At the Effective Time such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such stockholders shall be entitled to receive payment of the fair value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL.

The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as As promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of this Agreement, 2002Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the SEC. The obligation of Purchaser Sub to, and of Parent to cause Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Annex Exhibit A hereto(any of which may be waived by Sub in its sole discretion) and to the other conditions in this Agreement. Purchaser Sub expressly reserves the right to waive any such condition, to increase modify the price per Share payable in terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the CompanyCompany (unless the Company takes any action permitted to be taken pursuant to Section 6.02(b)), Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number price per share of Shares Company Common Stock to be purchased in paid pursuant to the Offer, (iii) impose conditions modify or add to the Offer in addition to those conditions set forth in Annex Exhibit A heretoin any manner adverse to the holders of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the StockholdersOffer. Notwithstanding the foregoing, Purchaser Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled expiration date of the Offer, Offer any of the conditions to PurchaserSub's obligation to accept for paymentpurchase shares of Company Common Stock are not satisfied, and to pay for, the Shares, shall not be until such time as such conditions are satisfied or waived or waived, (ii) extend the Offer for a period of not more than ten business days beyond the initial expiration date of the Offer, if on the date of such extension less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (iii) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the staff thereof, thereof applicable to the Offer; provided, however, that if (iv) extend the sole condition remaining unsatisfied on Offer in order to provide sufficient time to respond to any supplement or amendment to the initial scheduled Company Disclosure Letter delivered to Parent pursuant to Section 6.01(c)(ii) and (v) extend the Offer for any reason for a period of not more than ten business days beyond the latest expiration date of the Offer is a condition set forth in paragraph that would otherwise be permitted under clause (di), (ii), (iii) or (eiv) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethis sentence. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon On the terms and subject to the conditions of the Offer. Upon expiration Offer and this Agreement, Sub shall pay for all shares of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Sub may, at any time, transfer or assign to one or more corporations directly or indirectly majority owned by Parent the right to purchase all or any portion of the shares of Company Common Stock tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for shares of Company Common Stock properly tendered and pay for all such Shares promptly following the acceptance of Shares accepted for payment. Notwithstanding Parent and Sub agree that the immediately preceding sentence and conditions set forth in paragraphs (a) through (h) of Exhibit A shall be subject to the applicable rules reasonable judgment of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole Parent or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Sub.

The Offer. (a) (i) Subject to the terms and conditions of this Agreement (and provided that this Agreement shall not have been terminated in accordance with Article VIII), Purchaser shall, and Exeter Parent shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, of this Agreement (but in no event later than July 12October 31, 20022022), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase for cash any (subject to the Minimum Tender Condition) and all Shares at the Offer Price; provided that if, at the time Purchaser intends to commence the Offer, the Company is not prepared to file with the U.S. Securities and Exchange Commission (the “SEC”) and to disseminate to holders of Shares the Schedule 14D-9, Purchaser may, but until such time as the Company is so prepared, shall not be obligated to, commence the Offer. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A heretoI (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or from time to time, in its sole discretion, to waive any such condition, to increase Offer Condition or modify or amend the price per Share payable in terms of the Offer, and to make any other changes in whole or in part, including the terms and conditions of the Offer; providedOffer Price, however, except that, without the prior written consent of the Company, Purchaser shall may not (iA) decrease the price per Share Closing Amount or amend the terms of the CVRs or the CVR Agreement, (B) change the form of the consideration payable in the Offer, (iiC) reduce decrease the maximum number of Shares sought pursuant to be purchased in the Offer, (iiiD) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to amend or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company Minimum Tender Condition or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (eclause 2(e) of Annex AI, Purchaser shall(E) add to the conditions set forth on Annex I, so long as (F) modify the breach can conditions set forth on Annex I in a manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be cured and expected to prevent or delay the Company is vigorously attempting to cure such breach, extend consummation of the Offer from time or prevent, delay or impair the ability of Parent or Purchaser to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of consummate the Offer, Purchaser maythe Merger or the other transactions contemplated by this Agreement, without (G) extend the consent Expiration Date of the Company, Offer except as required or expressly permitted by Section 1.1(a)(ii) or provide "any “subsequent offering periods," as such term is defined in, and in accordance with, period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act, for an aggregate period not to exceed twenty Act or (20H) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller make any other change in cash, upon the terms and subject to the or conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant Offer that is adverse to the Offer and pay for all such Shares promptly following the acceptance holders of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Shares.

The Offer. (a) Purchaser shallSubject to the conditions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereofof this Agreement, but Sub shall, and Parent shall cause Sub to, amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $55.50 per share of Company Common Stock (and associated Right), net to the seller in no event later than July 12cash, 2002without interest thereon (the "Offer Price"), and to set ----------- February 8, 2002 (the "Initial Expiration Date"), as the expiration date for the ----------------------- Offer. The obligation obligations of Purchaser Sub to, and of Parent to cause Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Sub of the conditions set forth in Annex A hereto. Purchaser Exhibit A. Sub expressly reserves the right to waive any such condition, condition to increase the price per Share payable in Offer or modify the terms of the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, except that, without the prior written consent of the Company, Purchaser Sub shall not (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions to waive or change the Offer Minimum Tender Condition (as defined in addition to those set forth in Annex A heretoExhibit A), (iv) extend add to the Offerconditions set forth in Exhibit A, modify any condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of Company Common Stock, (v) extend the Offer or (vi) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholdersthan by adding consideration). Notwithstanding the foregoing, Purchaser Sub (i) shall extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Exhibit A (other than the Minimum Tender Condition or condition (c), (d) or (g)) to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived but in no event later than March 29, 2002, and (ii) may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (iix) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; provided, however, that Offer or (y) if at --- the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a any of the Minimum Condition or condition set forth in paragraph (c), (d) or (eg) set forth in Exhibit A to Sub's obligation to purchase shares of Annex A, Purchaser shall, so long Company Common Stock are not satisfied until such time as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateconditions are satisfied or waived. In addition, if all of if, at the conditions to the Offer are satisfied scheduled or waived, then upon the applicable extended expiration date of the Offer, Purchaser mayall the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90 percent of the outstanding Company Common Stock, without the consent of the Company, Sub shall (subject to applicable law) have the right to provide for a "subsequent offering periods,period" (as such term is defined in, and in accordance with, contemplated by Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), for up to 20 business days after Sub's acceptance ------------ for payment of the shares of Company Common Stock then tendered and not withdrawn pursuant to the Offer. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after the date hereof, (but in no event later more than July 12ten business days) after the date of the Merger Agreement and that, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to on the Offer shall be terms and subject to the conditions set forth in Annex A heretothe Merger Agreement and the Offer, Purchaser will, at or as promptly as practicable following the Expiration Time (but in any event within one business day thereafter), irrevocably accept for payment, and, promptly following acceptance for payment, pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer. Unless the Offer is extended pursuant to and in Table of Contents accordance with the Merger Agreement, the Offer will expire at midnight, New York time, at the end of the day on September 30, 2020, which is the date that is 20 business days after the date the Offer is first commenced. In the event that the Offer is extended pursuant to and in accordance with the Merger Agreement, then the Offer will expire on the date and at the time to which the Offer has been so extended. The obligations of Purchaser to irrevocably accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the satisfaction or, if permissible under applicable law, waiver of the Offer Conditions described in Section 15—“Conditions to the Offer”. Purchaser expressly reserves the right to waive any such condition, to increase of the price per Share payable in the Offer, Offer Conditions and to make any other changes change in the terms and of or conditions of to the Offer; provided, however, that. However, without the prior written consent of the CompanyMomenta, Purchaser shall not (i) decrease may not: • waive or modify the price per Share payable Minimum Condition, the Antitrust Condition or the Restraint Condition; • make any change in the Offer, (ii) reduce the maximum number terms of Shares to be purchased in the Offer, (iii) impose or conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change that: • changes the form of consideration payable to be paid in the Offer; • decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer or (vi) amendthe Expiration Time, add except as permitted or required by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions, as described in Section 15—“Conditions to the Offer”; or waive • amends any other term or condition of the Offer in any manner that would be, in any significant respect, is adverse to the Company Momenta stockholders. The Merger Agreement contains provisions that govern the circumstances in which Purchaser is required or permitted to extend the StockholdersExpiration Time. Unless the Merger Agreement has been terminated in accordance with its terms: • Purchaser must extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ that is applicable to the Offer; • in the event that any of the Offer Conditions, as described in Section 15—“Conditions to the Offer”, other than the Minimum Condition, are not satisfied or waived as of the time the Offer is scheduled to expire, Purchaser may (and, if requested by Momenta, is required to) extend the Offer for one or more successive extension periods of up to 15 business days each (or any longer period as may be approved in advance by Momenta) in order to permit the satisfaction of all of the conditions to the Offer; and • in the event that all of the Offer Conditions, as described in Section 15—“Conditions to the Offer”, have been satisfied or waived, except that the Minimum Condition has not been satisfied, as of the time the Offer is scheduled to expire, Purchaser may (and, if requested by Momenta, is required to) extend the Offer for one or more successive extensions of ten business days each or any longer period as may be approved in advance by Momenta (provided that Purchaser is not required in these circumstances to extend the Offer on more than three occasions, but may, in its sole discretion, elect to do so). Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; providedis not, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration datethe Termination Date (as defined below in the subsection “—Termination”). In addition, if all of the conditions to event that the Offer are satisfied or waived, then upon the applicable expiration date of the OfferMerger Agreement is validly terminated, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, will irrevocably and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to unconditionally terminate the Offer and pay for promptly return all such tendered Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")registered holders thereof.

The Offer. (a) Purchaser shallSubject to the provisions of this Agreement, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12five business days after the date of the public announcement by Lucent and the Company of this Agreement, 2002Acquisition shall, and Lucent shall cause Acquisition to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Purchaser Acquisition to accept for payment payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex Exhibit A hereto. Purchaser expressly reserves (the right to waive "Offer Conditions") (any such condition, to increase the price per Share payable of which may be waived in the Offer, and to make any other changes whole or in the terms and conditions of the Offerpart by Acquisition in its sole discretion; provided, however, provided that, without the prior written consent of the Company, Purchaser Acquisition shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Acquisition expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition shall not (i) decrease reduce the price per Share payable in number of Shares subject to the Offer, (ii) reduce the maximum number of Shares to be purchased in the OfferOffer Price, (iii) impose conditions amend or add to the Offer in addition Conditions any terms that are adverse to those set forth in Annex A heretothe holders of the Shares, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or holders of the StockholdersShares. Notwithstanding the foregoing, Purchaser Acquisition may, without the consent of the Company, (iA) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, Offer Conditions shall not be satisfied or waived waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), ) or the staff thereof, thereof applicable to the Offer; providedOffer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, however, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Lucent and Acquisition agree that if all the sole condition remaining unsatisfied Offer Conditions are not satisfied on the initial any scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) then, provided that all such conditions are reasonably capable of Annex Abeing satisfied, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, Acquisition shall extend the Offer from time to time until five business days after such breach is curedconditions are satisfied or waived; provided, further, provided that Purchaser Acquisition shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration dateSeptember 30, 1999. In addition, if all of the conditions Subject to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the OfferOffer and this Agreement, Purchaser Acquisition shall, and Exeter Lucent shall cause Purchaser Acquisition to, accept for payment payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Acquisition becomes obligated to accept for payment and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject for, pursuant to the applicable rules of Offer as promptly as practicable after the SEC and the terms and conditions expiration of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) Purchaser shall, and Exeter Purchasers shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than May 28, 2008. Purchasers shall hold the Offer open for a minimum period equal to the longer of (i) 20 business days following the commencement thereof or (ii) until July 128, 20022008. The obligation of Purchaser Purchasers to accept for payment Common Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser Purchasers expressly reserves reserve the right to waive any such condition, to increase the price per Share share payable in the Offer, to extend the offer to provide for “subsequent offering periods,” as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Purchasers shall not (i) decrease the price per Share share payable in the Offer, (ii) reduce the maximum number of Common Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (viv) amend, add to or waive any other term or condition of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration dateShareholders. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the seller in cash, and shall be reduced by the per share distributions, if any, declared and payable by the Company to Shareholders from and after the date hereof until the expiration of the Offer, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser Purchasers shall, and Exeter shall cause Purchaser tosubject to pro-ration, accept for payment all Common Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Common Shares promptly following the acceptance of Common Shares for paymentpayment in accordance with applicable Law and any rule, regulation or interpretation of the SEC. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser Purchasers expressly reserves reserve the right to delay payment for Common Shares in order to comply the extent required for compliance in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”).

The Offer. (a) Purchaser No earlier than January 6, 2015 and no later than January 13, 2015, Acquisition Sub shall, and Exeter Parent shall cause Purchaser Acquisition Sub to, commence commence, within the Offer as promptly as reasonably practicable after meaning of Rule 14d-2 promulgated under the date hereofExchange Act, but in no event later than July 12, 2002the Offer. The obligation obligations of Purchaser Acquisition Sub to, and of Parent to cause Acquisition Sub to, accept for payment Shares payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Annex A heretoI (the “Offer Conditions”). Purchaser The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (the “Initial Expiration Date”). Acquisition Sub expressly reserves the right to waive waive, in whole or in part, any such conditionOffer Condition, to increase the price per Share payable in the Offer, and to make any other changes in or modify the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) decrease reduce the price per Share payable in number of shares of Company Common Stock subject to the Offer, (ii) reduce the maximum number Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Shares to be purchased Company Common Stock, (v) except as expressly provided in Section 1.1(b), terminate, extend or otherwise amend or modify the expiration date of the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (vvi) change the form of consideration payable in the Offer or Offer, (vivii) otherwise amend, add to modify or waive supplement any other term of the terms of the Offer in any manner that would be, in any significant respect, adverse to the any holder of Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 Common Stock or (iiviii) extend the Offer for provide any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "“subsequent offering periods," as such term is defined in, and in accordance with, period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer. (a) The Merger Agreement provides that the Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after and that, upon the date hereofterms and subject to the prior satisfaction or waiver of the conditions to the Offer described in Section 14, but in no event later than July 12, 2002. The obligation of the Purchaser to accept for payment will purchase all Shares validly tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A heretoOffer. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, The Merger Agreement provides that, without the prior written consent of the Company, the Purchaser shall will not (i) decrease the price per Share Offer Price or change the form of consideration payable in the Offer, (ii) reduce decrease the maximum number of Shares sought to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth described in Annex A heretoSection 14, (iv) extend amend any condition to the OfferOffer described in Section 14, (v) change extend the form Initial Expiration Date, except 23 26 as required by law and except (A) that the Purchaser may extend the expiration date of consideration payable the Offer for up to 10 business days after the Initial Expiration Date if as of the Initial Expiration Date there shall not have been tendered at least 90% of the outstanding Shares so that the Merger can be effected without a meeting of the Company's shareholders in accordance with VSCA, (B) that in the event that any condition to the Offer is not satisfied on a date on which the Offer is scheduled to expire, the Purchaser may, from time to time, in its sole discretion, extend the expiration date of the Offer up to a maximum of 120 calendar days following the Initial Expiration Date, (C) in the event that any condition to the Offer is not satisfied on a date on which the Offer is scheduled to expire, at the written request of the Company delivered no later than two business days prior to the Initial Expiration Date, the Purchaser shall, and shall continue to, extend the Offer from time to time for the period commencing on the date of the notice referred to above until a date not later than 90 calendar days following the Initial Expiration Date (it being understood that the Purchaser may determine the interim expiration dates of any extension of the Offer during such extension period), provided, however, that in the event that the Purchaser extends the expiration date of the Offer in accordance with such request and the Financing (as defined in the Merger Agreement) shall no longer be reasonably available to Parent: (I) Annex I of the Merger Agreement shall be deemed to be amended to provide an additional condition that the Purchaser shall not be required to accept for payment or pay for any tendered Shares unless and until Parent and the Purchaser shall have obtained sufficient financing (the "Substitute Financing") in replacement, if necessary, of the Financing in order to permit Parent and the Purchaser to acquire all of the Shares in the Offer and the Merger and to pay the anticipated expenses in connection therewith, (II) the condition set forth in paragraph (i) of Annex I of the Merger Agreement shall be amended and replaced with the condition set forth in clause (I) above, (III) from and after such time Parent shall not be subject to Section 6.10 of the Merger Agreement and (IV) Parent shall use all commercially reasonable efforts to secure the Substitute Financing prior to June 12, 2000 and to provide funds to the Purchaser to permit it to perform its obligations under the Merger Agreement and in the Offer (provided that Parent shall not be required to obtain Substitute Financing on economic terms materially less favorable to it than the Financing), (d) that the Purchaser may extend the expiration date of the Offer for up to 10 business days in order to amend the Schedule 14D-1 to permit the announcement of a Subsequent Offering Period to the Offer, and (e) that the Purchaser may include a Subsequent Offering Period to the Offer for a period up to 20 business days, or (vi) amend, add to or waive amend any other term of the Offer in any manner that would be, in any significant respect, adverse to any holders of Shares. The Merger Agreement provides that the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which Initial Expiration Date shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration 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 or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied no later than midnight on the initial scheduled expiration date of twenty-fifth business day after the Offer is a condition set forth in paragraph (d) or (e) of Annex A, commenced. The Purchaser shall, so long as on the breach can be cured terms and subject to the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all prior satisfaction or waiver of the conditions to the Offer are satisfied or waiveddescribed in Section 14, then upon accept for payment and pay for Shares tendered as soon as the Purchaser is legally permitted to do so under applicable expiration date law. The Merger. Following the consummation of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shallMerger Agreement provides that, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions thereof, at the Effective Time the Purchaser shall be merged with and into the Company and, as a result of the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation (sometimes hereinafter referred to as the "Surviving Corporation"). The respective obligations of Parent and the Purchaser, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction on or prior to the Closing Date (as defined in the Merger Agreement) of each of the following conditions: (i) the Purchaser shall have purchased, or caused to be purchased, the Shares pursuant to the Offer, Purchaser expressly reserves unless such failure to purchase is a result of a breach of the right Purchaser's obligations under the Merger Agreement, (ii) the Merger Agreement shall have been approved and adopted by the requisite vote of the holders of the Shares, to delay payment for Shares in order to comply in whole the extent required by the Company's Articles of Incorporation and the VSCA (iii) no statute, rule or in part with applicable Laws. Any such delay regulation shall have been enacted or promulgated by any United States or United Kingdom governmental entity which prohibits the consummation of the Merger, and there shall be effected no order or injunction of a court of competent jurisdiction in compliance with Rule 14e-1(ceffect preventing the consummation of the Merger, and (iv) the applicable waiting period under the Securities Exchange HSR Act shall have expired or been terminated. The obligations of 1934, as amended (Parent and Purchaser to consummate the "Exchange Act").Merger are further subject to fulfillment of the condition that all actions relating to the cancellation of the Cash-Out

The Offer. (a) The Merger Agreement provides that Purchaser shall, and Exeter shall cause Purchaser to, will commence the Offer as promptly as reasonably practicable after and that, upon the date hereofterms and subject to prior satisfaction or waiver of the conditions to the Offer described in Section 13—“Conditions of the Offer” (including, but in no event later than July 12if the Offer is extended or amended, 2002. The obligation the terms and conditions of any extension or amendment), Purchaser to will accept for payment payment, and pay for, all Shares validly tendered pursuant to the Offer shall be subject and not withdrawn prior to the conditions set forth in Annex A heretoExpiration Date. Purchaser expressly reserves the right We are permitted to waive any such condition, to increase the price per Share payable in the Offer(without ZOLL’s consent), and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (ia) extend the Offer beyond the scheduled expiration date, which shall be 20 for one or more periods of time in consecutive increments of up to ten (10) business days following the commencement of the Offerper extension (or such longer periods as may be agreed to by Asahi Kasei, Asahi Kasei Holdings US, Inc., Purchaser and ZOLL) if, at the time the Offer is scheduled expiration of the Offerto expire, any of the conditions to Purchaser's obligation the Offer are not satisfied and have not been waived, until such time as such conditions to accept for payment, the Offer are satisfied and to pay for, the Shares, shall not be satisfied or waived or (iib) extend the Offer for any period required by any rule, regulation regulation, interpretation or interpretation position of the Securities and Exchange Commission (the "SEC"), SEC or the its staff thereof, applicable to the Offer; provided, however, that (1) if the sole condition remaining unsatisfied on the initial at any such scheduled expiration date of the Offer Offer, the Minimum Tender Condition is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if satisfied but all of the other conditions to the Offer are satisfied or waived, then upon we shall not be required to extend the applicable expiration date Offer for more than twenty (20) business days in the aggregate and (2) we shall not be required to extend the Offer beyond August 15, 2012, which may be extended in certain circumstances to November 15, 2012, or the termination of the Merger Agreement. If fewer than 90% of the Shares are accepted for payment in the Offer, Purchaser maywe may elect to, without the consent and ZOLL may require us to, provide a subsequent offering period upon expiration of the Company, provide "subsequent offering periods," as such term is defined in, and Offer in accordance with, with Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such . A subsequent offering period and would be an additional period of time of at least three (B3) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for payment. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")business days.

The Offer. (a) Provided that none of the events set forth in Annex A hereto shall have occurred and be continuing, Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that shall constitute two-thirds of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in Section 4.03) and other than any Shares issuable upon the exercise of any options in respect of which the Purchaser has received an agreement from the option holder not to exercise such option until after the record date for any meeting of the stockholders of the Company for the purpose of considering and taking action on this Agreement and the Transactions) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease that no change may be made which decreases the price per Share payable in the Offer, (ii) reduce Offer or which reduces the maximum number of Shares to be purchased in the Offer, (iii) impose Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without the consent of the 11 7 Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the payment Shares, shall not be satisfied or waived or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, howeveror (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, that if if, as of such date, all of the sole condition remaining unsatisfied conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80% or more, but less than 90%, of outstanding Shares on a fully diluted basis. In addition, if, on the initial scheduled expiration date of the Offer Offer, the sole condition remaining unsatisfied is a condition set forth in paragraph the failure of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (d) the "HSR Act"), to have expired or (e) of Annex Abeen terminated, then, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, shall extend the Offer from time to time until five the earlier to occur of (i) June 30, 2000 and (ii) the fifth business days day after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all or termination of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 waiting period under the Exchange HSR Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Upon expiration of the Offer, Purchaser shall, and Exeter shall cause Purchaser to, accept pay for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay for all such Shares promptly following the acceptance of Shares for paymentpayment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Lawslaws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the payment equal to the Per Share Amount in cash (the "Merger Consideration") is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable.