Merger Agreement

Merger Agreement

by Atpos.Com Inc
October 15th, 2001
(C)  EXHIBITS

                                  EXHIBIT 10.1


                                MERGER AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION

     This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as
of  September  27, 2001, is by and among Crossvue, Inc. ("Crossvue"), a Delaware
corporation,  @pos.com ("@pos"), a Delaware corporation and Crossvue Acquisition
                         ====
Corporation ("CAC"), a Delaware corporation and certain shareholders of Crossvue
set  forth  on  the  signature  page  hereto  (collectively  referred  to as the
"Principal  Shareholders").
                                    RECITALS
                                    --------

     A.     WHEREAS,  @pos  is  in  the  business  of  providing  merchants  and
                      ====
consumers  technologies  that incorporate secure interactive transaction systems
for  the  point  of  sale  environment.

     B.     WHEREAS,  Crossvueis in the business of providing merchants and
                      ==========
consumers  with  services  for web enabled secure electronic receipt storage and
retrieval.

     C.     WHEREAS,  CAC  is  a  wholly  owned  subsidiary  of  @pos.
                                                                 ====

     D.     WHEREAS,  the  Boards  of Directors of each of the Crossvue, @pos
and CAC believe it is in the best interests of each company and their respective
stockholders that @pos acquire Crossvue through the statutory merger of CAC with
and  into Crossvue (the "Merger") and, in furtherance thereof, have approved the
                         ------
Merger.

     E.     WHEREAS, on  the  Merger,  among other things, (i) all of the issued
and  outstanding  shares  of  Preferred Stock of the Crossvue shall be converted
into  shares  of  Common Stock of @pos as set forth herein, (ii) all outstanding
common  stock,  options  (except  for  options to acquire shares of Common Stock
pursuant  to  Crossvue's  2000  Stock  Option  Plan),  warrants  or  any  other
convertible  security  to acquire shares of Common Stock, Preferred Stock or any
capital  stock  of  Crossvue  shall be cancelled and (iii) @pos shall assume the
options  outstanding  under  Crossvue's  2000  Stock Option Plan as set forth in
Section  1.3(d)  hereof.

     F.     WHEREAS, Crossvue, the Principal  Shareholders, @pos and CAC desire
to  make  certain representations, warranties, covenants and other agreements in
connection  with  the  Merger.



                                    AGREEMENT
                                    ---------

NOW,  THEREFORE,  in  consideration  of  the  terms,  conditions, agreements and
covenants  contained  herein,  and  in  reliance  upon  the  representations and
warranties  contained  in  this  Agreement, the parties hereto agree as follows:
MERGER OF CROSSVUE WITH CAC

Merger  and  Survival  of  Crossvue:  In the manner and subject to the terms and
conditions  set  forth  herein,  CAC  shall  be merged with and into Crossvue in
accordance  with the provisions of, and with the effect provided in the Delaware
General  Corporation  Law ("DGCL").  Crossvue shall be the surviving corporation
                            ----
after  the  Merger  with  CAC  and shall after the close of the transactions set
forth  herein,  exist as a wholly owned subsidiary of @pos, created and governed
by  the  laws  of  the  State  of  Delaware.

Effective  Date:  If  all of the conditions precedent to the obligations of each
of  the parties as hereinafter set forth shall have been satisfied or shall have
been  waived,  the  Merger  shall  become  effective on the date (the "Effective
                                                                       ---------
Date")  the certificate of merger, in the form set forth as Exhibit A hereto, is
                                                            ---------
presented  for  filing  with  the  Secretary  of  State of Delaware (the "Merger
                                                                          ------
Filing").  This  shall take place on, or as soon as practical after, the Closing
------
Date  as  defined  herein.

Consideration  for  the  Merger

Shares  of  the  Constituent and Surviving Corporations:  On the Effective Date,
each  share  of Crossvue Common Stock shall, by virtue of the Merger and without
any action on the part of the holder thereof, or any other action whatsoever, be
cancelled.  Accordingly,  the  Common  Stockholders of Crossvue shall receive no
shares of  @pos Common Stock, Preferred Stock or any other security of @pos.  In
exchange  for  the shares of Crossvue Series A and B Preferred Stock, @pos shall
issue  Four  Million  One  Hundred Fifty-Nine Thousand Nine Hundred Thirty-Seven
(4,159,937)  shares  (which  includes the Escrow Shares described in Section 1.7
hereof)  of  its  Common  Stock  respectively  (the  @pos  Common Stock shall be
referred  to  as  ("@pos  Merger  Stock").  For purposes of this Agreement, @pos
                  ---------------------
shall be deemed to have a value of Fifteen Million Five Hundred Thousand Dollars
($15,500,000)  and Crossvue shall be deemed to have a value of Six Million Three
Hundred  Thirty-Six Thousand and Thirty-Two Dollars ($6,336,032).  Consequently,
upon  the  Effective  Date,  the  former  holders  of  Crossvue's Series A and B
Preferred  Stock  shall  own  approximately  twenty-nine  percent  (29%)  of the
outstanding  shares  of Common Stock of @pos on a fully diluted basis.  14.3% of
the  shares  of  @pos  Merger  Stock  shall be issued to the holders of Series A
Preferred  Stock  of Crossvue and 85.7% of the shares of @pos Merger Stock shall
be issued to the holders of Series B Preferred Stock of Crossvue.  Each share of
Series  A  Preferred  Stock  of  Crossvue  shall  be converted into the right to
receive  a  fraction  of a share of @pos Merger Stock, the numerator of which is



the  number  of  shares  of @pos Merger Stock to be issued to the holders of the
Series  A Preferred Stock of Crossvue and the denominator of which is the number
of  outstanding  shares  of Series A Preferred Stock of Crossvue.  Each share of
Series  B  Preferred  Stock  of  Crossvue  shall  be converted into the right to
receive  a  fraction  of a share of @pos Merger Stock, the numerator of which is
the  number  of  shares  of @pos Merger Stock to be issued to the holders of the
Series  B Preferred Stock of Crossvue and the denominator of which is the number
of  outstanding  shares  of  Series  B  Preferred  Stock  of  Crossvue.

Adjustments:  If,  between  the date of this Agreement and the Closing Date, the
outstanding  shares of @pos Common Stock or Crossvue Preferred Stock are changed
into  a  different  number  or  class  of  shares  by reason of any stock split,
division  or  subdivision  of  shares,  stock  dividend,  reverse  stock  split,
consolidation  of  shares,  reclassification,  recapitalization or other similar
transaction,  then  the  consideration  for  the  Merger  shall be appropriately
adjusted.  In the event that the capitalization of @pos immediately prior to the
Effective  Time is different than the representation made by @pos in Section 5.3
of this Agreement, the number of shares of @pos Merger Stock to be issued on the
Merger  shall  be  adjusted,  if necessary, so that the number of shares of @pos
Merger  Stock  issued  to  persons  who are shareholders of Crossvue immediately
prior  to  the  Merger shall be that number of shares of Common Stock of @pos as
shall  represent 29% of the number of shares of Common Stock of @pos outstanding
immediately  following  the  Merger  on  a  fully-diluted  basis.

No  Fractional  Shares  or  Options:  No  fractional shares of @pos Common Stock
shall  be issued in connection with the Merger, and no certificates or scrip for
any  such  fractional  shares  or  options  shall  be  issued.

Crossvue  2000  Stock Option Plan:  On the Effective Date, @pos shall assume the
options  outstanding  under  Crossvue's  2000  Stock  Option Plan.  If an option
holder  exercises  his/her  option  which is assumed by @pos, such option holder
shall  receive  no  shares  of  @pos  Common Stock, Preferred Stock or any other
security  of  @pos,  Crossvue  or  any  other  entity.
Effect  of  Merger:

As  of  the  Effective  Date,  all  of  the  following  shall  occur:
The  separate  existence  and  corporate  organization  of  CAC  shall cease and
Crossvue  as  the  corporation  surviving the Merger with CAC, shall possess the
rights,  privileges,  powers  and  franchises,  and  be  subject  to  all  the
restrictions,  disabilities  and  duties of, the constituent corporations in the
manner  specified  in  the  DGCL.
Except  as otherwise agreed by the parties, the Certificates of Incorporation of
@pos  and Crossvue, as in effect on the Effective Date, shall continue in effect
without  change  or  amendment  until  the  Closing  Date.
The  By-laws  of  @pos  and  Crossvue, as in effect on the Effective Date, shall
continue  in  effect  without  change  or  amendment.
The  directors  and  officers  of @pos, prior to the Closing Date, shall  assume
corresponding  positions  as  directors  and  officers  of  Crossvue immediately
following  the  Closing  Date.  The  current  officers and directors of Crossvue
shall  execute a termination agreement with Crossvue, its assigns and successors



in  a  form acceptable to @pos; provided that such release shall not release the
surviving  corporation  from Crossvue's obligations to indemnify such officer or
director  for actions taken in his capacity as shown.  Immediately following the
Closing,  James  Dorran  shall  be  appointed  a  director  of  @pos.
Dissenting  Shares:

Notwithstanding  anything  to  the contrary contained in this Agreement, no more
than  five percent (5%) of the shares of Crossvue on an as-converted basis shall
be  dissenting  shares  under  applicable  law.

Further  Action: If, at any time after the Effective Time, any further action is
determined  by  @pos  to  be necessary or desirable to carry out the purposes of
this Agreement, the officers and directors of @pos shall be fully authorized (in
the  name  of  Crossvue)  to  take  such  action.

Escrow:  In order to satisfy Crossvue's indemnification obligations set forth in
Section  13,  Nine  Hundred  Eighty Thousand Three Hundred Sixty Three (980,363)
shares  of  @pos  Common  Stock shall be placed in escrow, pursuant to an escrow
agreement  attached hereto as Exhibit B (the "Escrow Agreement").  Each share of
                              ---------
@pos  Common Stock shall be valued at the price per share determined by dividing
Fifteen  Million  Five  Hundred  Thousand Dollars ($15,500,000) by the number of
shares  of  @pos  Common Stock on a fully diluted basis immediately prior to the
Closing  of  the Merger.  At the end of each of the twelve month, eighteen month
and twenty four month periods following the Closing Date, in accordance with the
Escrow  Agreement,  escrowed  shares  not subject to claims for indemnification,
shall  be  released  from  escrow  as  follows:

     At  the  end  of the twelve month period, Three Hundred Thousand (300,0000)
     shares  of  Common  Stock  shall  be  released;
     At  the  end of the eighteen month period, Three Hundred Thousand (300,000)
     shares  of  Common  Stock  shall  be  released;  and
     At  the  end  of  the twenty four month period, the remaining Three Hundred
     Eighty  Thousand Three Hundred Sixty Three (380,363) shares of Common Stock
     shall  be  released,  if  any  of  the  Three Hundred Eighty Thousand Three
     Hundred  Sixty-Three  (380,363) twenty four month escrowed shares of Common
     Stock  are  not  required  to  provide  for  claims  for  breaches  of
     representations, warranties, covenants, agreements or other indemnification
     obligations.

A  representative  of  the Crossvue shareholders shall be appointed to represent
such  shareholders (the "Representative") with respect to any claims of breaches
                         --------------
of  representations,  warranties,  covenants,  agreements  or  indemnification
obligations identified by @pos during the two-year period.  Such claims shall be
dealt  with by the parties to the Escrow Agreement upon the terms and subject to
the conditions set forth therein.  The shares deposited in the Escrow Fund shall
be  deposited  ratably  from  the @pos Merger Stock to be issued to US Ventures,
Crosspoint  2000  Q,  LLP,  Crosspoint  2000, LLP and Imperial Venture Partners.



CONDUCT OF BUSINESS PENDING CLOSING; SHAREHOLDER APPROVAL
Crossvue, @pos and CAC covenant that between the date hereof and the Closing
Date (as defined below):

Access/Due  Diligence:  Each  party  shall  afford the others and its respective
legal  counsel, accountants and other representatives full access, during normal
business  hours,  throughout the period prior to the Closing Date, (i) to all of
the books, contracts and records of such party and shall furnish the other party
during  such  period  with  all information concerning such party that the other
party  may  reasonably request, and (ii) to its business premises and properties
in  order  to  conduct  inspections  at  the  requesting  party's  expense.

Conduct  of  Business:  During  the  period  from the date hereof to the Closing
Date,  the  business  of Crossvue shall be operated by Crossvue in the usual and
ordinary  course  of  such business and in material compliance with the terms of
this  Agreement.  Without  limiting  the  generality  of  the  foregoing:

Crossvue  shall  use  its reasonable efforts to (i) to minimize its expenses and
the  use  of its cash consistent with continuing to operate its business as such
business  is  currently  being conducted; (ii) complete or maintain all existing
arrangements,  including  but  not  limited  to  filings,  licensing,  affiliate
arrangements,  transferals, leases and other arrangements referred to in Section
3.6  in  full  force  and  effect  in  accordance with its existing terms; (iii)
maintain  the  integrity  of all Crossvue Intellectual Property and confidential
information  of  Crossvue as represented as warranted herein; (iv) comply in all
material  respects  with  all applicable laws; and (v) preserve the goodwill of,
and  Crossvue's business and contractual relationship with, suppliers, customers
and  others  having business relations with Crossvue; and Crossvue shall not (i)
sell  or  transfer  any  of  its  assets or property other than in the usual and
ordinary  course  of its business; (ii) shall not make any distribution, whether
by  dividend  or  otherwise,  to any of its shareholders or employees except for
compensation  to  employees  and  payments to associated companies for goods and
services,  in  the  usual and ordinary course of business; (iii) not declare any
dividend  or  other distribution; (iv) redeem or otherwise acquire any shares of
its  capital  stock  or  other  securities; (v) issue or grant rights to acquire
shares  of  its  capital  stock  or other securities; (vi) hire or terminate any
employees  other  than in the usual and ordinary course of business; (vii) enter
into any material contracts; (viii) incur any material debt or other obligation;
or  (ix)  agree  to do any of the foregoing without the prior written consent of
@pos.

Exclusivity:  For  a  period  of  forty-five (45) days from the date hereof, the
parties'  agree  that  without  the others' prior written consent @pos, Crossvue
shall  not  (nor  will  it  permit  any  of  its  officers,  directors, members,
shareholders,  agents, representatives or affiliates (collectively "Agents"), to
                                                                    ------
directly  or  indirectly, take any of the following actions with any party other
than @pos and its designees:  (i) solicit, encourage, initiate or participate in
any  negotiations  or  discussions  with  respect  to,  any offer or proposal to
acquire  all  or  substantially  all  of Crossvue's business and properties or a
majority  of  Crossvue's  capital  stock  whether by merger, purchase of assets,



tender  offer  or  otherwise,  or effect any such transaction, (ii) disclose any
information  not  customarily  disclosed  to  any  person  concerning Crossvue's
business  and  properties  or  afford  to  any  person  or  entity access to its
properties,  books or records, (iii) assist or cooperate with any person to make
any  proposal to purchase all or any part of Crossvue's capital stock or assets,
other  than inventory in the ordinary course of business, or (iv) enter into any
agreement  with any person providing for the acquisition of Crossvue (whether by
way  of  merger,  purchase  of  Crossvue  capital  stock, purchase of assets, or
otherwise) Crossvue.  In the event Crossvue shall receive any offer or proposal,
directly or indirectly, of the type referred to in clause (i) or (iii) above, or
any  request  for  disclosure  or access pursuant to clause (ii) above, it shall
immediately  inform  @pos  of and provide to @pos any such offer or proposal and
will  cooperate  with  @pos  by  furnishing  any  information  it may reasonably
request.  If  an  offer  is  received  by  @pos,  consistent  with the fiduciary
obligation  that  @pos  may then owe to its stockholders, but only to the extent
required  by  applicable  law,  such  offer  may be communicated to the Board of
Directors  of  @pos  and  approved  by the Board consistent with their fiduciary
duty,  provided  that  @pos  will  not,  except  as  required by applicable law,
provide  information to such offeror.  @pos will promptly advise Crossvue of the
identity  of  such offeror and communicate to Crossvue the terms of any proposal
which  it  may  receive  and  deliver  to  Crossvue  a copy of any such offer in
writing.

Shareholder  Approval:  As  soon  as  practical  after  the  execution  of  this
Agreement,  Crossvue  shall  seek  the  approval  of  its  shareholders for this
Agreement  and  the  transaction  contemplated  herein.

REPRESENTATIONS AND WARRANTIES OF CROSSVUE
Except as set forth in the Crossvue Disclosure Schedule, Crossvue represents and
warrants,  as of the date hereof and as of the Closing, to @pos as follows, with
the  knowledge  and  understanding  that  @pos  is  relying materially upon such
representations  and  warranties (the term "Knowledge" as used in this Agreement
                                            ---------
with  respect to a party's awareness of the presence or absence of a fact, event
or condition shall mean (a) actual knowledge or, (b) the knowledge that would be
obtained if such party conducted itself faithfully and exercised prudence in the
management  of  his/her/its  own  affairs):

ORGANIZATION  AND  STANDING:  Crossvue  is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.  Crossvue
has  all  requisite  corporate power to carry on its business as it is now being
conducted  and  is duly qualified to do business as a foreign corporation and is
in  good  standing  in  each  jurisdiction where such qualification is necessary
under  applicable  law  except  where  the  failure to qualify will not have any
material adverse effect on the business or prospects of Crossvue.  The copies of
the  Certificate  of  Incorporation,  By-laws  and  minute books of Crossvue, as
amended to date and attached to Section 3.1 of the Crossvue Disclosure Schedule,
are  true  and  complete copies of these documents as now in effect.  The minute
books  of  Crossvue  are  accurate in all material respects.  The operations now
being  conducted  by  Crossvue  have  not  been  conducted under any other name.



CAPITALIZATION;  AGREEMENTS:
Crossvue  is  authorized  to  issue Thirty Million (30,000,000) shares of Common
Stock,  with  .001  par  value,  of which Eight Million Four Hundred Fifty-Three
Thousand  Eight  Hundred Ninety-Four (8,453,894) are issued and outstanding, and
Nine Hundred Thirty-Eight Thousand Nine Hundred Eighty-Three (938,983) shares of
Series  A  Preferred  Stock,  all  of  which are issued and outstanding, and Ten
Million  (10,000,000) shares of Series B Preferred Stock, of which Eight Million
Three  Hundred  Seventy-Five  Thousand  Six  Hundred Thirty-Four (8,375,634) are
issued  and  outstanding.  The  record  and beneficial holders of all Crossvue's
securities  thereof  are  as set forth in Section 3.2 of the Crossvue Disclosure
Schedule.  All  such shares of capital stock that are issued and outstanding are
duly  authorized,  validly issued and outstanding, fully paid and nonassessable,
and  were not issued in violation of the preemptive rights of any person.  As of
the  Closing  there shall be no outstanding Crossvue Options (except for options
to acquire shares of Common Stock pursuant to Crossvue's 2000 Stock Option Plan)
or  Warrants.  There are no declared or accrued unpaid dividends with respect to
any  shares of the Crossvue' capital stock.  Except for Crossvue's Common Stock,
Series  A  and  B  Preferred  Stock,  the  Warrants  which shall be cancelled by
Crossvue,  and  the  options  to  acquire  shares  of  Common  Stock pursuant to
Crossvue's  2000  Stock  Option  Plan  which  @pos  shall assume as described in
Section  1.3(d)  hereof,  Crossvue  has  no  other  capital  stock or securities
authorized,  issued  or  outstanding.
All  outstanding  shares  of  Crossvue  Common  Stock  and  Preferred Stock, all
outstanding  Crossvue  Options,  and all outstanding Crossvue Warrants have been
issued  and  granted  in  compliance with (i) all applicable securities laws and
other  applicable  legal  requirements,  and  (ii) all material requirements set
forth  in  the  applicable  Contracts.

Except for options to acquire shares of Common Stock pursuant to Crossvue's 2000
Stock  Option  Plan, as a result of the Merger, @pos will be the record and sole
beneficial  owner  of  all  outstanding Crossvue capital stock and all rights to
acquire  or  receive  any  Crossvue  capital stock, whether or not such Crossvue
capital  stock  is  outstanding.  There  are no voting trusts, proxies, or other
agreements  or understandings with respect to the capital stock of the Crossvue.

Subsidiaries:  Crossvue owns no subsidiaries nor does it own or have an interest
in  any  other  corporation,  partnership,  joint  venture  or  other  entity.
Authority:  Crossvue's Board of Directors has determined that the Merger is fair
to  and  in  the  best  interests  of Crossvue shareholders and has approved and
adopted  this Agreement and the Merger and has adopted a resolution recommending
approval and adoption of this Agreement and the Merger by Crossvue shareholders.
This  Agreement  constitutes,  and all other agreements contemplated hereby will
constitute,  when executed and delivered by Crossvue in accordance herewith, the
valid  and  binding  obligations of Crossvue, enforceable in accordance with its
respective  terms.

Assets:  Crossvue  has  good  and  marketable title to or licenses to all of the
assets and properties, which it purports to hold as reflected on the most recent
balance  sheet  comprising  a  portion  of the Crossvue Financial Statements (as
defined  below).  A full and complete listing of the material assets of Crossvue
is  set  forth  on Section 3.5 of the Crossvue Disclosure Schedule.  No material



portion of the assets of Crossvue is subject to any governmental decree or order
to  be sold or is being condemned, expropriated or otherwise taken by any public
authority  with or without payment of compensation therefore, nor, to Crossvue's
Knowledge,  has  any  such  condemnation, expropriation or taking been proposed.
None of the material assets of Crossvue is subject to any restriction that would
prevent  continuation  of the use currently made thereof or materially adversely
affect  the  value  thereof.

Contracts  and  Other  Commitments:
Section  3.6 of the Crossvue Disclosure Schedule consists of a true and complete
list  of  all  contracts, agreements, commitments and other instruments (whether
oral  or  written) to which Crossvue is a party that (i) involve a receipt or an
expenditure  by  Crossvue  or require the performance of services or delivery of
goods  to,  by,  through,  on behalf of or for the benefit of Crossvue, which in
each  case,  relates  to  a  contract,  agreement, commitment or instrument that
either  (A)  requires  payments, receipts or represents any liability or ongoing
obligation  in  excess of fifteen thousand dollars ($15,000) per year, or (B) is
not terminable by Crossvue on notice of thirty (30) days or less without penalty
or  Crossvue  being  liable  for  damages,  services,  warranties  or  ongoing
maintenance,  or  (ii) involves an obligation for the performance of services or
delivery  of  goods  by  Crossvue that cannot and in reasonable probability will
not,  be completely performed within thirty (30) days from the dates as of which
these  representations  are  made  and with there being no continuing liability,
warranty  or  other  obligation  to  Crossvue,  @pos  or  CAC.

All of the contracts, agreements, commitments and other instruments described in
Section  3.6  of  the Crossvue Disclosure Schedule (individually a "Contract and
collectively,  the  "Contracts")  are  valid  and  binding upon Crossvue and, to
                     ---------
Crossvue's  Knowledge,  the  other  parties  thereto  and  are in full force and
effect and enforceable, in accordance with their respective terms, and Crossvue,
nor,  to  Crossvue's Knowledge, has any other party to any Contract has breached
any  provision  of,  and  no event has occurred which, with the lapse of time or
action  by  a  third  party, could result in a material default under, the terms
thereof.  To  the Knowledge of Crossvue, no shareholder of Crossvue has received
any  payment  from  any contracting party in connection with or as an inducement
for  causing  Crossvue  to  enter  into  any  Contract.
Crossvue has delivered or made available to @pos and to Silicon Valley Law Group
an  accurate and complete copy of each of Crossvue's written contracts listed in
Section  3.6  of  the  Crossvue  Disclosure  Schedule.

Litigation:  To  the  Knowledge  of  Crossvue,  there  is  no  claim,  action,
proceeding, or investigation pending or threatened against or affecting Crossvue
before  or  by any court, arbitrator or governmental agency or authority.  There
is  no  strike  or  unresolved  labor  dispute relating to Crossvue's employees.
There  are  no  decrees,  injunctions  or  orders  of  any  court,  governmental
department,  agency  or  arbitration  outstanding  against  Crossvue or asserted
against  Crossvue  that have not been paid.  There are no Tax (as defined below)
liens  upon the assets of Crossvue.  There is no valid basis for any assessment,
deficiency,  notice,  30-day letter or similar intention to assess any Tax to be
issued  to  Crossvue  by  any  governmental  authority.



Taxes:  For  purposes  of  this  Agreement,  (i)  "Tax"  (and,  with correlative
                                                   ---
meaning,  Taxes)  shall  mean  any  federal,  state,  local  or  foreign income,
alternative  or  add  on  minimum,  business,  employment, franchise, occupancy,
payroll,  property, sales, transfer, use, value added, withholding or other tax,
levy,  impost,  fee,  imposition, assessment or similar charge together with any
related  addition  to tax, interest, penalty or fine thereon; and (ii) "Returns"
                                                                        -------
shall  mean  all returns (including, without limitation, information returns and
other  material  information),  reports  and  forms  relating  to  Taxes.

Crossvue  has  duly  filed  all  Returns  required  to  be  filed by it.  To the
Knowledge  of  Crossvue,  all such Returns were, when filed and are accurate and
complete  in  all  material  respects  and  were  prepared  in  conformity  with
applicable  laws  and regulations.  Crossvue has paid or will pay in full or has
adequately  reserved against all Taxes otherwise assessed against it through the

Closing  Date.
Crossvue  is not a party to any pending action or proceeding by any governmental
authority  for  the assessment of any Tax, and, to the Knowledge of Crossvue, no
claim  for  assessment  or  collection  of  any Tax related to Crossvue has been
asserted  against  Crossvue that has not been paid.  There are no Tax liens upon
the  assets of Crossvue.  There is no valid basis, to the Knowledge of Crossvue,
for  any  assessment,  deficiency, notice, 30-day letter or similar intention to
assess  any  Tax  to  be  issued  to  Crossvue  by  any  governmental authority.

Compliance  with  Laws  and Regulations:  Crossvue has complied and is currently
materially  complying with all laws, rules, regulations, orders and requirements
(federal,  state, local and foreign) applicable to it in all jurisdictions where
the  business  of  Crossvue  is  conducted  or  to  which  Crossvue  is subject,
including, without limitation, all applicable federal and state securities laws,
civil  rights  and  equal  opportunity  employment laws and regulations, and all
federal,  antitrust,  antimonopoly and fair trade practice laws.  There has been
no  assertion by any party that Crossvue is in violation in any material respect
of  any such laws, rules, regulations, orders, restrictions or requirements with
respect  to  its  operations  and  no notice in that regard has been received by
Crossvue.

Hazardous  Materials:  Crossvue has not violated, or received any written notice
from  any governmental authority with respect to the violation of any law, rule,
regulation  or  ordinance  pertaining  to  the  use,  maintenance,  storage,
transportation  or  disposal  of  Hazardous Materials.  As used herein, the term
"Hazardous  Materials"  means any substance now or hereafter designated pursuant
---------------------
to  Section  307(a)  and  311  (b)(2)(A)  of the Federal Clean Water Act, 33 USC
Sec.Sec.  1317(a),  1321(b)(2)(A),  Section 112 of the Federal Clean Air Act, 42
USC  Sec.  3412,  Section 3001 of the Federal Resource Conservation and Recovery
Act, 42 USC Sec. 6921, Section 7 of the Federal Toxic Substances Control Act, 15
USC  Sec.  2606,  or  Section  101(14)  and  Section  102  of  the Comprehensive
Environmental  Response,  Compensation  and  Liability  Act,  42  USC  Sec.Sec.
9601(14),  9602.



No Conflict:  The making and performance of this Agreement will not (i) conflict
with  or  violate  the  Certificate of Incorporation or the By-laws of Crossvue,
(ii) violate any material laws, ordinances, rules, or regulations, or any order,
writ,  injunction or decree to which Crossvue is a party or by which Crossvue or
any  of  its businesses, or operations may be bound or affected, or (iii) result
in any breach or termination of, or constitute a default under, or constitute an
event  which,  with  notice  or  lapse  of time, or both, would become a default
under,  or  result in the creation of any encumbrance upon any material asset of
Crossvue  under,  or  create  any  rights  of  termination,  cancellation  or
acceleration  in  any  person  under,  any  Contract.

Employees:  Crossvue has no employees that are represented by any labor union or
collective  bargaining  unit.  Section 3.12 of the Crossvue Disclosure Schedule,
lists  the  directors  and  officers  of  the  Company.

Financial Statements:  The Crossvue Disclosure Schedule contains audited balance
sheets  of  Crossvue  as  of December 31, 2000 and related audited statements of
operations,  cash  flows  and  shareholders'  equity of Crossvue for the periods
ended  at  such date and unaudited balance sheet dated as of August 31, 2001 and
related  unaudited statements of operations, cash flows and shareholders' equity
of  Crossvue  for  the  periods ended at such date, (collectively the "Financial
                                                                       ---------
Statements").  The  Financial  Statements  present  fairly,  in  all  material
----------
respects,  the financial position on the dates thereof and results of operations
of  Crossvue  for  the  periods indicated, prepared in accordance with generally
accepted  accounting  principles  ("GAAP")  consistently  applied.  There are no
                                    ----
assets  of Crossvue, the value of which is materially overstated in said balance
sheets.  There  are no liabilities of Crossvue, the value of which is materially
understated  or  undisclosed  in  said  balance  sheets.

Absence  of  Certain  Changes  or  Events:  Except  as set forth in the Crossvue
Disclosure Schedule, since August 31, 2001 (the "Balance Sheet Date"), there has
                                                 ------------------
not  been  any:
     Amendments  or  changes  to  the  Certificate of Incorporation or Bylaws of
     Crossvue,  or  any capital expenditure or commitment by Crossvue, exceeding
     $5,000  individually  or  $10,000  in  the  aggregate;

     Destruction  of,  damage to or loss of any asset with a value of $10,000 or
     greater, or of any business or customer of Crossvue (whether or not covered
     by  insurance);

     Labor  trouble  or claim of wrongful discharge or other unlawful employment
     practice  or  action  with  respect  to  Crossvue;

     Change  in  accounting  methods  or  practices  (including  any  change  in
     depreciation  or  amortization  policies  or  rates)  by  Crossvue;

     Revaluation  by  Crossvue  of  any  of  its  assets;



Declaration,  setting  aside or payment of a dividend or other distribution with
respect  to  the capital stock of Crossvue or any direct or indirect redemption,
purchase  or  other  acquisition  by  Crossvue  of  its  capital  stock;

Increase  in  the salary or other compensation payable, or to become payable, by
Crossvue  to  any  of  its  officers,  directors,  employees or advisors, or the
declaration, payment or commitment or obligation of any kind for the payment, by
Crossvue  of  a  bonus  or  other  additional salary or compensation to any such
person;

Agreement, contract, covenant, instrument, lease, license or commitment to which
Crossvue  is  a  party or by which it or any of its assets (including intangible
assets)  are  bound or any termination, extension, amendment or modification the
terms  of  any  agreement,  contract,  covenant,  instrument,  lease, license or
commitment  to which Crossvue is a party or by which it or any of its assets are
bound  other  than  those  entered  into  in  the  ordinary  course  of business
consistent  with  past  practice  that  do not relate to Crossvue's Intellectual
Property,  equipment  leases,  real  estate  leases,  or  customer  contracts;

Sale,  lease, license or other disposition of any of the assets or properties of
Crossvue  or  any creation of any security interest in such assets or properties
other than those entered into in the ordinary course of business consistent with
past  practices  that  do  not  relate  to  Crossvue's  Intellectual Property or
customer  contracts;
loan  by  Crossvue  to  any  person  or  entity,  incurring  by  Crossvue of any
indebtedness,  guaranteeing by Crossvue of any indebtedness, issuance or sale of
any  debt  securities  of  Crossvue  or  guaranteeing  of any debt securities of
others, except for advances to employees for travel and business expenses in the
ordinary  course  of  business,  consistent  with  past  practice;

Waiver  or  release of any right or claim of Crossvue including any write-off or
other  compromise  of  any  account  receivable  of  Crossvue;
the commencement or notice of any lawsuit, proceeding or investigation by or, to
Crossvue's Knowledge, threat of any lawsuit, proceeding or investigation against
Crossvue  or  its  affairs;  any  claim  or notice of any potential claim of (i)
ownership  by  any  person  other  than  Crossvue  with  respect  to  Crossvue's
Intellectual  Property  or  (ii)  infringement by Crossvue of any other person's
Intellectual  Property;

Issuance or sale, or contract to issue or sell, by Crossvue of any shares of its
capital  stock  or securities exchangeable, convertible or exercisable therefor,
or any securities, warrants, options or rights to purchase any of the foregoing,
except  for  options  to purchase common stock of Crossvue granted to employees,
consultants  or  directors  of  Crossvue  in  the  ordinary  course  of business
consistent  with  past  practices;
Sale  or  license  of any Crossvue Intellectual Property or entering into of any
agreement  with  respect  to  Crossvue  Intellectual Property with any person or
entity  or with respect to the Intellectual Property of any person or entity, or
(ii)  purchase  or  license of any Intellectual Property or entering into of any
agreement  with respect to the Intellectual Property of any person or entity, or



(iii) change in pricing or royalties set or charged by Crossvue to its customers
or  licensees  or  in  pricing  or  royalties set or charged by persons who have
licensed  Intellectual  Property  to  Crossvue;

Event  or  condition  of  any character that has had a Crossvue material adverse
effect;

Material  transaction  by  Crossvue except in the ordinary course of business as
conducted  on  that  date  and  consistent  with  past  practices;

Negotiation  or  agreement  by  Crossvue  or  any  director, officer or employee
thereof  to  do any of the things described in the preceding clauses (a) through
(q);  or

Occurrence  not included in paragraphs (a) through (r) of this Section 3.14 that
has  resulted,  or  which  Crossvue  has  reason  to  believe, may reasonably be
expected  to result in a material adverse change in the business or prospects of
Crossvue.

Government  Licenses,  Permits,  Authorizations:  Crossvue  has  all  material
governmental  licenses,  permits, authorizations and approvals necessary for the
conduct  of  its  business  as currently conducted.  All such licenses, permits,
authorizations  and  approvals  are in full force and effect, and no proceedings
for  the  suspension  or  cancellation  of any thereof is pending or threatened.

Employee  Benefit  Plans:
Section  3.16 of the Crossvue Disclosure Schedule identifies each salary, bonus,
material deferred compensation, material incentive compensation, stock purchase,
phantom  stock,  profit  participation, stock option, severance pay, termination
pay,  hospitalization,  medical,  insurance, supplemental unemployment benefits,
profit-sharing,  pension  or  retirement  plan,  program  or material agreement.

Crossvue  has  not maintained, sponsored or contributed to, any employee pension
benefit  plan  (as  defined  in  Section  3(2) of the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA") or any similar pension benefit plan
                                     -----
under  the  laws  of  any  foreign  jurisdiction.

Neither  the  execution,  delivery  or  performance  of  this Agreement, nor the
consummation of the Merger or any of the other transactions contemplated by this
Agreement,  will  result  in  any  bonus,  golden  parachute, severance or other
payment  or  obligation  to any current or former employee or director of any of
Crossvue,  or  result  in  any acceleration of the time of payment, provision or
vesting  of  any  such  benefits.

Business  Locations:  Other  than  as  set forth in Section 3.l7 of the Crossvue
Disclosure  Schedule,  Crossvue  does  not  own  or  lease  any real or personal
property  in  any  state  or  country.
Intellectual  Property:

For the purposes of this Agreement, the following terms have the following
definitions:



               "Intellectual  Property"  shall  mean any or all of the following
               -----------------------
(i) works of authorship including, without limitation, computer programs, source
code  and  executable code, whether embodied in software, firmware or otherwise,
documentation,  designs,  files,  records,  data and mask works, (ii) inventions
(whether or not patentable), improvements, and technology, (iii) proprietary and
confidential  information,  trade  secrets  and  know  how, (iv) databases, data
compilations  and  collections and technical data, (v) logos, trade names, trade
dress, trademarks and service marks, (vi) domain names, web addresses and sites,
(vii)  tools,  methods  and  processes,  and  (viii)  all  instantiations of the
foregoing  in  any  form  and  embodied  in  any  media.

               "Inttellectual  Property  Rights"  shall  mean  any or all of the
               --------------------------------
following  and  all rights in, arising out of, or associated therewith:  (i) all
United  States  and foreign patents and utility models and applications therefor
and  all  reissues,  divisions,  re-examinations,  renewals,  extensions,
provisionals, continuations and continuations-in-part thereof, and equivalent or
similar  rights  anywhere  in  the world in inventions and discoveries including
without limitation invention disclosures ("Patents"); (ii) all trade secrets and
                                           -------
other  rights in know how and confidential or proprietary information; (iii) all
copyrights,  copyrights  registrations and applications therefor, and mask works
and  mask  work  registrations  and  applications therefor, and all other rights
corresponding  thereto  throughout  the world ("Copyrights"); (iv) all rights in
                                                ----------
World  Wide  Web  addresses  and domain names and applications and registrations
therefor,  all  trade  names,  logos,  common  law trademarks and service marks,
trademark  and  service  mark  registrations  and  applications therefor and all
goodwill  associated  therewith throughout the world ("Trademarks"); and (v) any
                                                       ----------
similar,  corresponding or equivalent rights to any of the foregoing anywhere in
the  world.

               "Crossvue  Intellectual  Property"  shall  mean  any Intellectual
               ---------------------------------
Property  and  Intellectual  Property  Rights, including Registered Intellectual
Property  Rights  that  are  owned  by  Crossvue.

               "Registered  Intellectual  Property Rights" shall mean all United
                -----------------------------------------
States,  international  and  foreign:  (i)  issued  Patents;  (ii)  Trademarks
registered  at  the  U.S.  Patent  and  Trademark  Office;  (iii)  Copyright
registrations;  and  (iv)  any  other  Intellectual  Property  Right that is the
subject  of  a  certificate,  filing,  registration or other document issued by,
filed  with,  or  recorded  by,  any  state,  government  or  other public legal
authority  at  any  time.

Section  3.18  of  the  Crossvue  Disclosure  Schedule  lists  all  Registered
Intellectual  Property Rights owned or exclusively licensed by, or registered in
the  name  of,  or  applied  for  by  the  Crossvue  (the  "Crossvue  Registered
                                                            --------------------
Intellectual  Property  Rights") and lists any proceedings or actions before any
------------------------------
court,  tribunal  (including  the United States Patent and Trademark Office (the
"PTO")  or  equivalent  authority  anywhere  in the world) related to any of the
 ---
Crossvue  Registered  Intellectual  Property  Rights  or  Crossvue  Intellectual
Property.

Crossvue  has  no  Knowledge of any facts or circumstances that would render any
Crossvue  Intellectual  Property invalid or unenforceable.  Without limiting the
foregoing,  Crossvue  has  no Knowledge of any information, materials, facts, or



circumstances,  including  any  information  or fact that would constitute prior
art, that would render any of Crossvue's Registered Intellectual Property Rights
invalid  or unenforceable, or would adversely affect any pending application for
any  Crossvue  Registered  Intellectual  Property  Right,  and  Crossvue has not
misrepresented,  or  failed  to  disclose,  any  facts  or  circumstances in any
application  for  any Crossvue Registered Intellectual Property Right that would
constitute fraud or a misrepresentation with respect to such application or that
would  otherwise adversely affect the validity or enforceability of any Crossvue
Registered  Intellectual  Property  Right.

Each  item  of Crossvue Intellectual Property, including all Crossvue Registered
Intellectual  Property  Rights listed in Section 3.18 of the Crossvue Disclosure
Schedule  and  to  Crossvue's  Knowledge,  all Intellectual Property licensed to
Crossvue, is free and clear of any liens or other encumbrances.  Crossvue is the
exclusive  owner  of  all  Crossvue  Intellectual  Property.

To  the  extent  that  any  Intellectual  Property has been developed or created
independently  or  jointly  by any person other than Crossvue for which Crossvue
has  paid,  Crossvue  has  a  written  agreement  with  such person with respect
thereto,  and  Crossvue  thereby has obtained ownership of, and is the exclusive
owner  of  all  such  Intellectual Property and associated Intellectual Property
Rights  by  operation  of  law  or  by  valid  assignment.

To  the  extent  that any Intellectual Property has been developed or created at
any  time  during which Crossvue was or would be deemed a "co-employer" pursuant
to  any  agreement,  contract  or similar arrangement, Crossvue (i) has obtained
ownership  of,  and  is  the  exclusive owner of, or (ii) has obtained a license
(sufficient  for  the conduct of its business as it is currently conducted or as
reasonably  contemplated to be conducted), to all such Intellectual Property and
associated  Intellectual  Property  Rights  by  operation  of  law  or  by valid
assignment.

Crossvue  has not transferred ownership of or granted any license of or right to
use  or  authorized the retention of any rights to use or joint ownership of any
Intellectual  Property  or  Intellectual Property Rights that is or was Crossvue
Intellectual  Property,  to  any  other  person.

Crossvue's  Intellectual  Property constitutes all the Intellectual Property and
Intellectual  Property  Rights  used  in  and/or necessary to the conduct of the
business of Crossvue as it currently is conducted, or is reasonably contemplated
to  be  conducted,  including,  without  limitation,  the  design,  development,
manufacture,  use,  import  and  sale  of  products,  technology  and  services
(including  products,  technology  or  services  currently  under  development).

Following the Closing Date, @pos will be permitted to exercise all of Crossvue's
rights under such contracts, licenses and agreements to the same extent Crossvue
would  have  been able to had the Merger not occurred and without the payment of
any  additional  amounts  or consideration other than ongoing fees, royalties or



payments  which  Crossvue would otherwise be required to pay.  No person who has
licensed  Intellectual  Property or Intellectual Property Rights to Crossvue has
ownership  rights  or  license  rights  to improvements made by Crossvue in such
Intellectual  Property  which  has  been  licensed  to  Crossvue.

Except  for inbound "shrink-wrap" and generally available commercial binary code
end-user  or enterprise licenses and except for technology in the public domain,
all  Intellectual  Property  used  in  or necessary to the conduct of Crossvue's
business  as  currently  conducted or as reasonably contemplated to be conducted
was written and created solely by either (i) employees of Crossvue acting within
the  scope  of  their  employment, or (ii) by third parties who have validly and
irrevocably assigned all of their rights, including Intellectual Property Rights
therein,  to  Crossvue, or (iii) by third parties who have granted to Crossvue a
license  (sufficient  for  the  conduct  of  Crossvue's  business  as  currently
conducted  or  as  reasonably  contemplated  to  be conducted) to all such third
party's Intellectual Property Rights in such Intellectual Property, and no third
party  owns or has any rights to any of the Crossvue Intellectual Property owned
by  Crossvue.

The  operation  of  the  business  of  Crossvue  as  currently  conducted  or as
reasonably  contemplated  to  be  conducted,  including  but  not limited to the
design,  development,  use,  import,  manufacture  and  sale  of  the  products,
technology  or  services  (including  products, technology or services currently
under  development)  of Crossvue did not at any time when conducted by Crossvue,
does  not,  and to the Knowledge of Crossvue, will not when conducted by @pos in
substantially  the same manner following the Closing, infringe or misappropriate
any  Intellectual  Property Right of any person, violate any right of any person
(including  any  right to privacy or publicity) or constitute unfair competition
or  trade  practices  under  the  laws of any jurisdiction, and Crossvue has not
received  notice  from  any  person  claiming  that  such  operation or any act,
product,  technology  or  service  (including  products,  technology or services
currently  under  development)  of  Crossvue  infringes  or  misappropriates any
Intellectual  Property  Right of any person or constitutes unfair competition or
trade  practices  under  the  laws  of  any jurisdiction (nor does Crossvue have
Knowledge  of  any  basis  therefor).

Each  item  of  Crossvue  Registered  Intellectual  Property Rights is valid and
subsisting,  and  all  necessary  registration,  maintenance and renewal fees in
connection  with such Crossvue Registered Intellectual Property Rights have been
paid  and  all  necessary  documents  and  certificates  in connection with such
Crossvue  Registered  Intellectual  Property  Rights  have  been  filed with the
relevant  patent, copyright, trademark or other authorities in the United States
or  foreign  jurisdictions,  as the case may be, for the purposes of maintaining
such  Crossvue  Registered Intellectual Property Rights.  Except as set forth in
Section 3.18 of the Crossvue Disclosure Schedule, there are no actions that must
be  taken  by Crossvue within sixty (60) days of the Closing Date, including the
payment  of  any  registration, maintenance or renewal fees or the filing of any
responses to the PTO office actions, documents, applications or certificates for
the  purposes  of maintaining, perfecting or preserving or renewing any Crossvue
Registered  Intellectual  Property  Rights.  In  each case in which Crossvue has
acquired  ownership  of  any Intellectual Property from any person, Crossvue has
obtained  a  valid and enforceable assignment sufficient to irrevocably transfer
all  rights  in  such  Intellectual  Property  and  the  associated Intellectual



Property  Rights  (including  the  right  to  seek  past and future damages with
respect  thereto) to Crossvue and, to the maximum extent provided for by, and in
accordance  with,  applicable  laws  and regulations, Crossvue has recorded each
such  assignment  with the relevant governmental authorities, including the PTO,
the  U.S.  Copyright  Office,  or  their  respective equivalents in any relevant
foreign  jurisdiction,  as the case may be.  Except as set forth in Section 3.18
of  the  Crossvue  Disclosure  Schedule,  Crossvue  has not claimed a particular
status,  including  "Small  Business  Status,"  in  the  application  for  any
Intellectual  Property  Rights,  which  claim  of  status  was  at the time made
inaccurate  or  false.

There  are  no  contracts, licenses or agreements between Crossvue and any other
person  with  respect to Crossvue Intellectual Property under which there is, to
the  Knowledge  of  Crossvue,  any  dispute regarding the rights and obligations
specified  in such agreement, or performance under such agreement including with
respect  to  any  payments  to  be  made or received by Crossvue thereunder.  In
addition,  to  the  Knowledge  of  Crossvue,  no  person  is  infringing  or
misappropriating  any  Crossvue  Intellectual  Property.

Crossvue  has  taken  all  commercially  reasonable  steps to protect Crossvue's
rights  in confidential information and trade secrets of Crossvue or as required
by  any  other  person  who  has  provided its confidential information or trade
secrets  to  Crossvue.  Without  limiting  the  foregoing,  Crossvue  has,  and
enforces, a policy requiring each employee, consultant and contractor to execute
proprietary information, confidentiality and assignment agreements substantially
in the form attached hereto to Section 3.18 of the Crossvue Disclosure Schedule,
and  all  such  current  and  former  employees,  consultants and contractors of
Crossvue  have  executed  such  an  agreement.  All  employees  of Crossvue have
entered  into  a valid and binding written agreement with Crossvue sufficient to
vest  title in Crossvue of all Intellectual Property, including all accompanying
Intellectual  Property  Rights,  created by such employee in the scope of his or
her  employment  with  Crossvue.

No  Crossvue  Intellectual Property or service of Crossvue are currently subject
to  any  proceeding  or  outstanding  decree,  order,  judgment,  agreement  or
stipulation  that restricts in any manner the use, transfer or licensing thereof
by  Crossvue  or may affect the validity, use or enforceability of such Crossvue
Intellectual  Property.
All  Intellectual  Property  that is licensed by Crossvue will be fully (subject
only  to  non-exclusive  licenses  granted  by  Crossvue  with  respect thereto)
transferable,  alienable  or  licensable by @pos without restriction and without
payment  of  any  kind  to  any  third  party.
Neither  this Agreement nor the transactions contemplated by this Agreement will
result  in (i) @pos' granting to any third party any right to or with respect to
any  Intellectual  Property or Intellectual Property Right owned by, or licensed
to,  either of them, (ii) @pos being bound by, or subject to, any non-compete or
other  restriction  on  the  operation or scope of its businesses, or (iii) @pos



being contractually obligated to pay any royalties or other amounts to any third
party in excess of any royalties or other amounts that are payable by @pos prior
to  the  Closing  Date.

Existing  Arrangements:  Crossvue  has  no Knowledge that, either as a result of
the actions contemplated hereby or for any other reason (exclusive of expiration
of  a  contract upon the passage of time), any entity having an arrangement with
Crossvue  that  is  material  to  the  business of Crossvue will not continue to
conduct  business  with  @pos  after  the Closing Date in substantially the same
manner  as  it  has  conducted  business  with  Crossvue  in  the  past.

Governmental  Approvals:  Except  as  set  forth in Section 1.2 as to the Merger
Filing, no authorization, license, permit, franchise, approval, order or consent
of,  and  no  registration,  declaration  or  filing  by  Crossvue  with,  any
governmental  authority (whether  domestic, foreign, federal, state or local) is
required  in  connection  with Crossvue's execution, delivery and performance of
this  Agreement.

Transactions  with  Affiliates:  Crossvue  is  not  indebted for money borrowed,
either directly or indirectly, from any of its officers, directors, employees or
any  Affiliate  (as defined below), in any amount whatsoever; nor are any of its
officers,  directors,  employees  or Affiliates indebted for money borrowed from
Crossvue; nor are there any transactions of a continuing nature between Crossvue
and  any  of  its  officers,  directors,  employees or Affiliates not subject to
cancellation  which  will continue beyond the Effective Date, including, without
limitation,  use  of the assets of Crossvue for personal benefit with or without
adequate  compensation.  For  purposes  of  this Agreement, the term "Affiliate"
                                                                      ---------
shall  mean  any  person  that,  directly  or  indirectly,  through  one or more
intermediaries,  controls  or is controlled by, or is under common control with,
the  person  specified.  As  used  in  the  foregoing  definition,  the term (i)
"control"  shall  mean  the  power  through  the ownership of voting securities,
contract or otherwise to direct the affairs of another person, and (ii) "person"
shall  mean  an  individual, firm, trust, association, corporation, partnership,
government (whether federal, state, local or other political subdivision, or any
agency  or  bureau  of  any  of  them)  or  other  entity.

No  Distributions:  Crossvue  has  not  made nor has any intention of making any
distribution  or  payment  to  any  shareholder with respect to the any Crossvue
security.

Liabilities:  Crossvue  has  no  material  direct  or  indirect  indebtedness,
liability,  claim, loss, damage, deficiency, obligation or responsibility, fixed
or  unfixed,  choate  or  inchoate,  liquidated  or  unliquidated,  secured  or
unsecured,  accrued,  absolute, contingent or otherwise ("Liabilities"), whether
                                                          -----------
or not of a kind required by generally accepted accounting principles, to be set
forth  on a financial statement, other than (i) Liabilities fully and adequately
reflected  or  reserved  against on the Crossvue Balance Sheet, (ii) Liabilities
incurred  since the Balance Sheet Date in the ordinary course of the business of
Crossvue,  or (iii) Liabilities otherwise disclosed in this Agreement, including
the  exhibits  and  the  Crossvue  Disclosure  Schedule.



Accounts  Receivable:  All  accounts  receivable  of  Crossvue  reflected on the
Balance  Sheet  are  valid  receivables  subject  to  no  material  setoffs  or
counterclaims  and are current and collectible (within 90 days after the date on
which  it  first  became due and payable), net of the applicable reserve for bad
debts  reflected in the financial statements provided to @pos or in the Crossvue
Disclosure Schedule.  To Crossvue's Knowledge, all accounts receivable reflected
in the financial or accounting records of Crossvue are valid receivables subject
to  no  material  setoffs  or  counterclaims  and  are  collectible.

No  Omissions  or  Untrue  Statements:  No  representation  or  warranty made by
Crossvue  to  @pos  or  CAC  in  this  Agreement  (as  modified  by the Crossvue
Disclosure  Schedule),  nor  any  statement made in any schedule, certificate or
exhibit  furnished by the Crossvue or furnished in documents mailed or delivered
to Crossvue's shareholders for use in soliciting their consent to this Agreement
and  the  Merger,  contains  or  will  contain  at  the  Closing Date any untrue
statement  of  a  material  fact, or omits, or will omit at the Closing Date, to
state  any  material  fact  necessary  in order to make the statements contained
herein  or  therein,  in  the  light  of the circumstances under which made, not
misleading.

Insurance:  Section  3.26  of  the  Crossvue  Disclosure  Schedule  sets  forth
summaries  of  all  insurance  policies  and  all  self  insurance  programs and
arrangements  relating to the business, assets and operations of Crossvue.  Each
of  such  insurance  policies  is  in  full  force  and  effect.

Customer Information:  Crossvue has sole and exclusive ownership, free and clear
of  any liens, of all its customer files and other customer information relating
to  its current and former customers (the "Customer Information").  No person or
                                           --------------------
entity,  other than Crossvue, possesses any claims or rights with respect to use
of  the  Customer  Information.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS
     Each  Principal  Shareholder, severally but not jointly, further represents
and  warrants  to  @pos and CAC that on the date of this Agreement and as of the
Closing  Date  Time,  as  though  made  on  the  Closing  Date,  as  follows:

Ownership  of  Crossvue  Capital  Stock:  Such Principal Shareholder is the sole
record  and  beneficial  owner of the Crossvue capital stock designated as being
owned  by  such Principal Shareholder opposite such Principal Shareholder's name
in  Section 3.2 of the Crossvue Disclosure Schedule, and the shares of Preferred
Stock  of  Crossvue  included  in such Crossvue capital stock is to be exchanged
pursuant  to this Agreement.  Such Crossvue capital stock are not subject to any
liens  or  to  any  rights  of  first  refusal  of  any kind, and such Principal
Shareholder  has  not granted any rights to purchase such Crossvue capital stock
to any other person or entity.  Such Principal Shareholder has the sole right to
transfer  such  Crossvue capital stock.  Such Crossvue capital stock constitutes
all  of  the  Crossvue  capital  stock owned, beneficially or of record, by such



Principal  Shareholder,  and  such  Principal  Shareholder shall has no options,
warrants  or  other  rights  to acquire Crossvue capital stock other than as set
forth  in  Section  3.2  of the Crossvue Disclosure Schedule.  Upon the Closing,
@pos  shall  receive  good  title  to such Crossvue capital stock, subject to no
liens  retained, granted or permitted by such Principal Shareholder or Crossvue.
Such  Principal Shareholder has not engaged in any sale or other transfer of any
Crossvue  capital  stock  in  contemplation  of  the  Merger.

Authority:  Such  Principal Shareholder has all requisite power and authority to
enter  into this Agreement and any related agreements to which it is a party and
to  consummate the transactions contemplated hereby and thereby.  This Agreement
and  any  related agreements to which such Principal Shareholder is a party have
been  duly  executed  and delivered by such Principal Shareholder, and, assuming
the  due  authorization,  execution and delivery by the other parties hereto and
thereto,  constitute  the  valid  and  binding  obligations  of  such  Principal
Shareholder,  enforceable  in  accordance with their respective terms, except as
such enforceability may be limited by principles of public policy and subject to
the  laws  of  general  application  relating  to bankruptcy, insolvency and the
relief of debtors and to rules of law governing specific performance, injunctive
relief  or  other  equitable  remedies.

No  Conflict:  The  execution and delivery by such Principal Shareholder of this
Agreement and any related agreement to which he/she/it is a party does not, and,
the  consummation  of the transactions contemplated hereby and thereby will not,
conflict with (i) any mortgage, indenture, lease, contract or other agreement or
instrument,  permit,  concession,  franchise  or license to which such Principal
Shareholder or any of its properties or assets is subject, or (ii) any judgment,
order,  decree,  statute,  law, ordinance, rule or regulation applicable to such
Principal  Shareholder  or  its  properties  or  assets.

Consents:  No  consent,  waiver,  approval,  order  or  authorization  of,  or
registration,  declaration  or filing with, any governmental entity or any third
party, including a party to any agreement with such Principal Shareholder (so as
not  to  trigger  any  conflict),  is  required  by  or with respect to the such
Principal  Shareholder  in  connection  with  the execution and delivery of this
Agreement  and  any  related agreements to which such Principal Shareholder is a
party  or  the consummation of the transactions contemplated hereby and thereby,
except  for  (i)  such  consents,  waivers,  approvals,  orders, authorizations,
registrations,  declarations  and  filings  as  may be required under applicable
securities  laws thereby, and (ii) the filing of the Merger Certificate with the
Secretary  of  State  of  the  State  of  Delaware.

REPRESENTATIONS AND WARRANTIES OF @POS AND CAC
     @pos  and  CAC represent and warrant to Crossvue as follows, as of the date
hereof,  and  as  of  the  Closing  Date:

Organization  and  Standing  of  @pos:  @pos  is  a  corporation duly organized,
validly  existing  and in good standing under the laws of the State of Delaware,
and has the corporate power to carry on its business as now conducted and to own
its  assets  and is duly qualified to transact business as a foreign corporation
in  each state where such qualification is necessary except where the failure to
qualify  will not have a material adverse effect on the business or prospects of



@pos.  The  copies  of  the  Articles  of  Incorporation and By-laws of @pos, as
amended  to  date,  and  delivered  to Crossvue, are true and complete copies of
those  documents  as  now  in  effect.

Organization  and Standing of CAC:  CAC is a corporation duly organized, validly
existing  and  in good standing under the laws of the State of Delaware, and has
the  corporate  power  to  carry on its business as now conducted and to own its
assets  and  is  duly qualified to transact business as a foreign corporation in
each  state  where  such  qualification is necessary except where the failure to
qualify  will not have a material adverse effect on the business or prospects of
CAC.  The copies of the Articles of Incorporation and By-laws of CAC, as amended
to  date,  and  delivered  to  Crossvue,  are  true and complete copies of those
documents  as  now  in  effect.

Capitalization  of  @pos:  The  authorized  capital  of  @pos consists of Twelve
Million  (12,000,000)  shares  of  Common Stock, with $0.001 par value, of which
Four  Million  Six  Hundred  Ninety Thousand Six Hundred Forty-Three (4,690,643)
shares  are  issued  and  outstanding  (which represent 4,578,937 shares of @pos
Common  Stock  on  a  fully  diluted basis), Seventy Thousand (70,000) shares of
Series  A  Preferred Stock, none of which are issued or outstanding, One Million
Seven  Hundred Thousand (1,700,000) shares of Series B Preferred Stock, of which
Four  Hundred  Sixty  Thousand  Forty-Seven (460,047) are issued and outstanding
(which  represent 933,270 shares of @pos Common Stock on a fully diluted basis),
Twenty-Eight  Thousand  One  Hundred  Twenty-Five  (28,125)  shares  of Series C
Preferred  Stock,  none  of  which are issued or outstanding and One Million Two
Hundred  Seventy-Three  Thousand  One  Hundred  Forty-Nine (1,273,149) shares of
Series  D  Preferred  Stock,  of  which  One  Million  Two Hundred Seventy-Three
Thousand  One  Hundred  Forty-Nine (1,273,149) shares are issued and outstanding
(which  represent  1,273,149  shares  of  @pos  Common  Stock on a fully diluted
basis).  In  addition,  @pos  currently  has Two Million One Hundred Seventy-Six
Thousand  Eight Hundred Thirty-Eight (2,176,838) options issued and outstanding,
Five  Hundred  Thousand  (500,000)  shares  of  @pos  Common  Stock reserved for
additional  options  and  @pos  currently has warrants to purchase Seven Hundred
Thousand  Seven  Hundred Twenty (700,720) shares of @pos Common Stock issued and
outstanding.  As  of  the date hereof there are no other rights of conversion or
other  rights,  agreements,  arrangements or commitments relating to the capital
stock of @pos or obliging @pos to issue or sell any shares of its capital stock.
Such  outstanding  shares  of capital stock are duly authorized, validly issued,
fully  paid,  and  non-assessable  and  were  not  issued  in  violation  of the
preemptive rights of any person.  The @pos Merger Stock to be issued pursuant to
this Agreement, when issued in accordance with the terms of this Agreement, will
be  duly authorized, validly issued, fully paid and non-assessable and shall not
have  been  issued  in  violation  of  the  preemptive  rights  of  any  person.

Capitalization CAC:  The authorized capital stock of CAC consists of One Hundred
(100) shares of Common Stock, par value $.001.  As of August 31, 2001 Fifty (50)
shares  of Common Stock were issued and outstanding.  Such outstanding shares of
Common Stock are duly authorized, validly issued, fully paid, and non-assessable
and  were not issued in violation of the preemptive rights of any person.  As of



the  date  hereof,  there  were  no  outstanding  options, warrants or rights of
conversion  or other rights, agreements, arrangements or commitments relating to
the  capital stock of CAC or obligating CAC to issue or sell an aggregate number
of  shares  of  Common  Stock.

Authority:  Each  of  @pos  and  CAC  have  all  requisite  corporate  power and
authority to enter into this Agreement and any related agreements to which it is
a party and to consummate the transactions contemplated hereby and thereby.  The
execution  and delivery of this Agreement and any related agreements to which it
is  a  party  and  the  consummation of the transactions contemplated hereby and
thereby  have been duly authorized by all necessary corporate action on the part
of  @pos  and  CAC.  This Agreement and any related agreements to which @pos and
CAC  are  parties  have  been  duly  executed  and delivered by @pos and CAC and
constitute  the  valid  and  binding obligations of @pos and CAC, enforceable in
accordance  with  their  terms,  except as such enforceability may be limited by
principles  of  public  policy  and  subject  to the laws of general application
relating  to  bankruptcy,  insolvency and the relief of debtors and rules of law
governing  specific  performance, injunctive relief or other equitable remedies.

No  Conflict:  The  execution  and  delivery  of  this Agreement and any related
agreements  to which the @pos and/or CAC is a party do not, and the consummation
of  the transactions contemplated hereby and thereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time,  or  both),  or  give  rise  to  a conflict under (i) any provision of the
Certificate  of  Incorporation,  and  Bylaws  of  @pos  or  the  Certificate  of
Incorporation  and  Bylaws of CAC, (ii) any mortgage, indenture, lease, contract
or  other  agreement  or instrument, permit, concession, franchise or license to
which  @pos  or any of its respective properties or assets are subject and which
has  been filed as an exhibit to @pos' filings under the Securities Act of 1933,
as amended (the "Securities Act") or the Securities and Exchange Act of 1934, as
                 --------------
amended  (the "Exchange Act") or to which CAC or any of its properties or assets
               ------------
are  subject or (iii) any judgment, order, decree, statute, law, ordinance, rule
or  regulation  applicable  to  @pos  or  CAC, except, only as to (ii) and (iii)
above,  where  such  conflict  would  not  have  a @pos material adverse effect.

Consents:  No  consent,  waiver,  approval,  order  or  authorization  of,  or
registration,  declaration or filing with, any governmental entity, or any third
party  is  required  by  or  with  respect to @pos or CAC in connection with the
execution  and delivery of this Agreement and any related agreements to which it
is  a  party  or  the  consummation  of the transactions contemplated hereby and
thereby,  except  for  (i)  such  consents,  waivers,  approvals,  orders,
authorizations, registrations, declarations and filings as may be required under
applicable  securities laws,  (ii) the filing of the Merger Certificate with the
Secretary  of  State of the State of Delaware, and (iii) such consents, waivers,
approvals,  orders,  authorizations,  registrations,  declarations  and  filings
which,  if  not obtained or made, would not have a @pos material adverse effect.

SEC  Filings; Financial Statements:  Except as set forth in the @pos SEC Reports
(as  defined  below):



@pos  has  filed  all  forms, reports and documents required to be filed by @pos
with  the  SEC (collectively, the "@pos SEC Reports").  The @pos SEC Reports (i)
                                   ----------------
at  the  time they were filed, complied as to form in all material respects with
the  requirements of the Securities Act or the Exchange Act, as the case may be,
and  (ii)  did not at the time they were filed (or if amended or superseded by a
filing  prior  to  the  date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material fact
require  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.  @pos  and  CAC  make  no  representation  or  warranty  whatsoever
concerning  the  @pos  SEC  Reports as of any time other than the time they were
filed.

Each  of  the  consolidated  financial  statements (including, in each case, any
related  notes  thereto) (the "@pos Financial Statements") contained in the @pos
                               -------------------------
SEC  Reports  has  been prepared in accordance with GAAP applied on a consistent
basis  throughout  the  period involved (except as may be indicated in the notes
thereto)  and  each  fairly  presents  in all material respects the consolidated
financial  position  of @pos at the respective date thereof and the consolidated
results  of its operations and cash flows for the periods indicated, except that
the  unaudited  interim  financial  statements were or are subject to normal and
recurring  year-end  adjustments  which  were  not  and  are not expected to be,
individually  or  in  the  aggregate,  materially  adverse  to  @pos.

Material  Adverse  Effect.  Since  June  30,  2001,  there  has not been an @pos
material  adverse  effect.

No  Omissions  or  Untrue Statements:  None of the representations or warranties
made by @pos or CAC in this Agreement, nor any statement made in any schedule or
certificate  furnished by @pos pursuant to this Agreement or will contain at the
Closing  Date, any untrue statement of a material fact, or omits or will omit at
the  Closing  Date  to  state  any  material fact necessary in order to make the
statements  contained herein or therein, in the light of the circumstances under
which  made,  not  misleading.

CLOSING
Date and Time:  Subject to this Agreement and the Merger receiving the requisite
approvals of the shareholders of Crossvue and subject to the other provisions of
this  Agreement,  the  parties  shall hold a closing (the "Closing") on the next
                                                           -------
business  day  (or such later date as the parties may agree) following the later
of  (a) the date of the meeting of shareholders of Crossvue to consider and vote
upon  this  Agreement  and  the  Merger, or receipt by Crossvue of the requisite
consents  approving the Merger, or (b) the business day on which the last of the
conditions  set  forth in Sections 7 and 8 hereof is fulfilled or waived, or (c)
September  25,  2001  (such  later  date,  the  Closing Date), at the offices of
Silicon  Valley Law Group, 152 N. Third Street,  Suite 900, San Jose, California
95112  or  such other time and place as the parties may agree upon.  In no event
will  the  Closing  occur after October 15, 2001 without the mutual agreement of
the  parties.
Crossvue's  Closing  Deliveries:  At  the  Closing,  in  addition  to  documents
referred  to  elsewhere,  Crossvue  shall  deliver, or cause to be delivered, to
@pos:



a  certificate, dated as of the Closing Date, executed by the President or Chief
Executive  Officer  of  Crossvue,  to  the  effect  that the representations and
warranties  contained  in  this  Agreement are true and correct at and as of the
Closing  Date  and  that Crossvue has complied with or performed in all material
respects all terms, covenants and conditions to be complied with or performed by
Crossvue  on  or  prior  to  the  Closing  Date;

certificates  representing  the  outstanding shares of Crossvue Preferred Stock,
fully  endorsed  for  transfer  or  cancellation  excepting  shares representing
dissenting  shares  permitted  by  this  Agreement;

Certified  Resolutions  of  the  Board  of  Directors  and  a  majority  of  the
shareholders  of  Crossvue  approving  the  transactions  set  forth  herein;

The  Crossvue  Disclosure  Schedule  attached  hereto  as  Exhibit  C;
                                                           ----------

an  opinion  of Crossvue's counsel, dated as of the Closing Date, in form, scope
and  substance  reasonably  satisfactory  to  @pos  and  its  counsel;

a  Certificate  of  Good Standing of Crossvue from the Secretary of State of the
Delaware  dated  within  twenty  days  prior  to  the  Closing;

termination  agreements  from  each  of the current officers and directors of by
which  each of such officers and directors resign their position effective as of
the  Closing  (except  as  set  forth  in  section  1.4(a));
a  certified  copy of Crossvue's Certificate of Incorporation from the Secretary
of  State  of  the  Delaware  dated  within  twenty  days  prior to the Closing;

the  Escrow  Agreement  attached  hereto  as  Exhibit  B;
                                              ----------

the  Stockholder  Representation  Agreement;

the  Merger  Certificate  attached  hereto  as  Exhibit  A;  and
                                                ----------
such  other  documents  as  @pos  or  its  counsel  may  reasonably  require.

@pos  Closing  Deliveries:  At the Closing, in addition to documents referred to
elsewhere,  @pos  shall  deliver  to  Crossvue:

a  certificate  of @pos, dated as of the Closing Date, executed by the President
or  Chief  Executive  Officer of @pos to the effect that the representations and
warranties  of  @pos  contained  in  this  Agreement are true and correct in all
material  respects  and that @pos has complied with or performed in all material
respects  all  terms, covenants, and conditions to be complied with or performed
by  @pos  or  prior  to  the  Closing  Date;
certificates  representing  the  @pos Merger Stock issuable upon consummation of
the  Merger;



an  opinion  of @pos's counsel, dated as of the Closing Date, in form, scope and
substance  reasonably  satisfactory  to  Crossvue;  and

a  Certificate  of  Good  Standing  of  @pos  from the Secretary of State of the
Delaware  dated  within  twenty  days  prior  to  the  Closing;

such other documents as Crossvue or its counsel may reasonably require.

CONDITION PRECEDENT TO CROSSVUE'S OBLIGATIONS
The obligation of Crossvue to consummate the Closing is subject to the following
conditions, any of which may be waived by it in its sole discretion:

Compliance  by  @pos:  @pos  shall  have  performed and complied in all material
respects  with  all  agreements  and conditions required by this Agreement to be
performed  or  complied with by @pos prior to or on the Closing Date.Accuracy of
@pos's Representations:  @pos's representations and warranties contained in this
Agreement  or  any schedule, certificate, or other instrument delivered pursuant
to  the  Agreement  or  in  connection with the transactions contemplated hereby
shall be true and correct in all material respects at and as of the Closing Date
(except  for  such  changes  permitted  by  this  Agreement).

Documents:  All  documents and instruments required hereunder to be delivered by
@pos  to  Crossvue  at  the  Closing  shall  be  delivered in form and substance
reasonably  satisfactory  to  Crossvue  and  its  counsel.

Litigation:  No  litigation  seeking  to enjoin the transactions contemplated by
this  Agreement  or  to  obtain damages on account hereof shall be pending or be
threatened.

Material  Adverse  Change: No material adverse change shall have occurred in the
financial  position, results of operations, assets, liabilities, or prospects of
@pos,  nor shall any event or circumstance have occurred which would result in a
material  adverse  change  in  the  financial  position,  results of operations,
assets,  liabilities,  or  prospects  of  @pos.

Approval  of  the  Board  of  Directors  and  Shareholders:  Crossvue shall have
received  the  approval  of  its  Board  of  Directors  and  a  majority  of its
shareholders  of  this  Agreement  and  the  transactions  contemplated.

CONDITION PRECEDENT TO @POS'S AND CAC'S OBLIGATIONS
@pos  and CAC's obligation to consummate the Closing is subject to the following
conditions,  any  of which may be waived by either party in its sole discretion.

Compliance  by  Crossvue:  Crossvue  shall  have  performed  and complied in all
material  respects with all agreements and conditions required by this Agreement
to  be  performed  or complied with by Crossvue prior to or on the Closing Date.



Accuracy  of  Crossvue  Representations:  The  representations and warranties of
Crossvue  contained in this Agreement (including the exhibits and the Disclosure
Schedule)  or  any schedule, certificate, or other instrument delivered pursuant
to  the  Agreement  or  in  connection with the transactions contemplated hereby
shall be true and correct in all material respects at and as of the Closing Date
(except  for changes permitted by this Agreement) and shall be deemed to be made
again  as  of  the  Closing  Date.

Material  Adverse  Change:  No  material  adverse  change  shall  have  occurred
subsequent  to  the signing of this Agreement in the financial position, results
of  operations,  assets,  liabilities,  or  prospects of Crossvue, nor shall any
event  or  circumstance  have  occurred which would result in a material adverse
change in the financial position, results of operations, assets, liabilities, or
prospects  of  Crossvue.

Litigation:  No  litigation  seeking  to enjoin the transactions contemplated by
this Agreement or material litigation seeking damages on account hereof shall be
pending  or  to  any  party's  Knowledge,  be  threatened.

Documents:  All  documents and instruments required hereunder to be delivered by
Crossvue  to  @pos  at  the  Closing  shall  be  delivered in form and substance
reasonably  satisfactory  to  @pos  and  its  counsel.

Crossvue  Shareholder Approval:  This Agreement shall have been duly adopted and
approved,  and  the Merger shall have been duly approved, by the shareholders of
Crossvue.  The  holders  of  not  more than five percent (5%) of the outstanding
shares  of  Crossvue's  Common  Stock  shall  have  exercised dissenters' rights
pursuant  to  DGCL.

Approval  of  the  Board  of  Directors  of  @pos:  @pos shall have received the
approval  of  its  Board  of  Directors for entering into this Agreement and the
transactions  contemplated.Financial  Statements:  Crossvue  shall have provided
@pos  with  Financial  Statements  and  other  information  satisfactory  in all
respects  to allow @pos to comply with any and all applicable requirements under
the  Securities  Act  of  1933  and  the  Securities  Act  of  1934.

Cash  in  Bank:  Crossvue shall have at least Three Million Dollars ($3,000,000)
in  cash,  in  its  bank  account.

Lock-Up  Agreements:  The  Principal  Shareholders  receiving Merger Stock shall
enter  into  Lock-Up  Agreements  in  form  and  substance  satisfactory to @pos
prohibiting  the  sale  or  pledge  of  securities held by such persons on terms
mutually  acceptable  to  the  parties.

Resignation  of  Directors  and Officers:  All present directors and officers of
Crossvue  shall  tender  their  resignations  effective  upon  Closing.



TERMINATION
Termination  Prior  to  Closing:
If the Closing has not occurred by October 15, 2001 any party may terminate this
Agreement  at any time thereafter by giving written notice of termination to the
other,  provided,  however,  that  no party may terminate this Agreement if such
party  has  willfully  or  materially  breached any of the terms and conditions.
Notwithstanding  the  above, the parties may extend the deadline provided herein
by  mutual  written  consent.
Prior  to October 15, 2001, any party may terminate this Agreement following the
insolvency  or  bankruptcy  of  the  other  party,  or if any one or more of the
conditions  to  Closing  set  forth  in Section 7 or 8 shall become incapable of
fulfillment or there shall have occurred a material breach of this Agreement and
either  such  condition  of  breach  shall not have been waived by the party for
whose  benefit  the condition was established, then either Crossvue (in the case
of  a  condition  in Section 7) or @pos (in the case of a condition specified in
Section  8)  may  terminate  this  Agreement.

Consequences  of  Termination:  Upon termination of this Agreement in accordance
with this Section 9 or any other express right of termination provided elsewhere
in  this  Agreement,  the parties shall be relieved of any further obligation to
the  others  except  as  specified  in  Section 14.4; provided, however, that no
termination  of  this  Agreement, in accordance with this Section 9 or under any
other  express  right  of termination provided elsewhere in this Agreement shall
operate  to  release  any  party  from any liability to any other party incurred
before  the  date  of  such termination or from any liability resulting from any
willful  misrepresentation  made  in  connection  with this Agreement or willful
breach  hereof.

ADDITIONAL  COVENANTS
Mutual Cooperation:  The parties hereto will cooperate with each other, and will
use  all  reasonable  efforts  to cause the fulfillment of the conditions to the
parties'  obligations  hereunder  and  to  obtain  as  promptly  as possible all
consents,  authorizations,  orders or approvals from each and every third party,
whether  private  or  governmental, required in connection with the transactions
contemplated  by  this  Agreement.

Changes  in  Representations  and Warranties of a Party:  A party shall promptly
give  written  notice  to  the  other  party upon becoming aware of (i) any fact
which,  if known on the date hereof, would have been required to be set forth or
disclosed pursuant to this Agreement and (ii) any impending or threatened breach
in  any  material respect of any of the representations and warranties contained
in this Agreement and with respect to this Section 10.2(ii), the party shall use
all  reasonable  efforts  to  remedy  same.

BROKERS
Brokers:  @pos  and  CAC  represent  to  Crossvue there is no investment banker,
broker, finder or other intermediary entitled to a fee or other compensation for
bringing the parties together to effect the Merger.  Crossvue represents to @pos
and  CAC,  that  Crossvue  is  not  represented by an investment banker, broker,
finder  or  other  intermediary  who  would  be  entitled  to  a  fee  or  other
compensation  for  bringing  the  parties  together  to  effect  the  Merger.



SECURITIES
Definitions:  As  used  in  this  Section 12, the following terms shall have the
following  respective  meanings:

"Commission"  and  "SEC"  shall  mean  the Securities and Exchange Commission or
other  Federal  agency  at  the  time  administering  the  Securities  Act.

"Person"  shall  mean  and  include  an individual corporation, a partnership, a
 ------
trust, an unincorporated organization and a government or any department, agency
or  political  subdivision  thereof.

"Holder"  shall  mean  a  Crossvue  Shareholder  or  the  Crossvue Shareholder's
 ------
permitted  successors  or  assigns  (other  than  pursuant to a permitted public
sale).

"Transfer"  shall include any disposition of any Restricted Securities or of any
 --------
interest therein which would constitute a sale thereof within the meaning of the
Securities  Act.Restriction  on  Transfer:

Crossvue  acknowledges  that  the  shares  of  @pos  Common Stock are restricted
securities  and may only be sold pursuant to an effective registration statement
under  the  Securities Act or an exemption therefrom.  The Restricted Securities
and  any  shares of capital stock received in respect thereof, whether by reason
of  a  stock  split,  share  reclassification  or  a  stock  dividend thereon or
otherwise,  shall  not  be  transferable  except  upon  the conditions specified
herein.
Restrictive  Legends:  Each  certificate for the @pos Common Stock issued in the
Merger  and  any shares of capital stock received in respect thereof, whether by
reason  of  a  stock  split  or share reclassification thereof, a stock dividend
thereon  or  otherwise,  and  each certificate for any such securities issued to
subsequent  transferees  of  any  such  certificate  shall contain the following
legend:

     "The  Restricted  Securities covered by this certificate have not been
     registered  under  the Securities Act of 1933, as amended, and may not
     be sold, offered for sale, assigned, transferred or otherwise disposed
     of,  unless  registered  pursuant  to the provisions of that Act or an
     opinion  of  counsel to @pos is obtained stating that such disposition
     is  in compliance with an available exemption from such registration.:


INDEMNIFICATION  Crossvue's  Indemnity  and  Hold  Harmless  Obligations:

Crossvue  shall  indemnify,  defend  and  hold  harmless  CAC and @pos and their
respective  directors,  agents,  attorneys  and  employees  and  each person who
controls  or may control @pos or CAC or such @pos or CAC shareholder against and
in  respect  of  any  and  all  losses,  costs,  damages,  charges, liabilities,
penalties,  fines  and  expenses  (including, without limitation, all reasonable
out-of-pocket  expenses,  investigation  expenses, and fees and disbursements of
counsel  and  accountants),  resulting from any (i) misrepresentation, breach of
any  warranty,  or  nonfulfillment  of  any covenant or agreement on the part of
Crossvue  contained  in  this  Agreement,  or  (ii)  as a result of any Crossvue



shareholders'  exercising  their dissenters rights under applicable law or (iii)
as  a  result of any Crossvue option holder (including option holders' under the
Crossvue  2000  Stock Option Plan to be assumed by @pos) claiming rights to @pos
securities  or  any  other consideration pursuant to this Agreement, or (iv) any
Taxes,  or  (v)  any  claims  for  intellectual property infringement other than
intellectual  property  infringement relating to intellectual property developed
prior  to January 2000, or (vi) any violation of ERISA, or (vii) with respect to
any  claim,  action  or  proceeding  made  by  Aziz  Valliani arising out of the
relationships,  decisions or actions taken prior to the Closing.  In the absence
of  fraud,  the  sole  recourse of @pos and CAC for Damages shall be against the
escrow  fund  and claims against the escrow fund shall be the sole and exclusive
remedy  of  @pos  and  CAC  for  any  Damages  hereunder.

@pos  Indemnity and Hold Harmless Obligations:  @pos shall indemnify, defend and
hold  harmless  Crossvue  and  the shareholders of Crossvue and their respective
directors,  agents,  attorneys and employees and each person who controls or may
control  Crossvue or such Crossvue shareholder against and in respect of any and
all  losses, costs, damages, charges, liabilities, penalties, fines and expenses
(including,  without  limitation,  all  reasonable  out-of-pocket  expenses,
investigation  expenses, and fees and disbursements of counsel and accountants),
resulting  from any misrepresentation, breach of any warranty, or nonfulfillment
of  any  covenant  or  agreement  on  the  part of @pos or CAC contained in this
Agreement.  The  parties  acknowledge that following the Closing former Crossvue
shareholders  who  hold  @pos Merger Stock will have no different liability with
respect  to  the  operations  of  Crossvue  following  the  Merger  than  other
shareholders  of  @pos  have  in  their  capacity  as  such.

Notice  of  Liability:  In the event that a party hereto shall have any claim to
indemnity pursuant to Section 13.1 or 13.2 (the "Indemnified Party"), such party
shall,  in  a  timely  manner, provide the indemnifying party (the "Indemnifying
Party")  with  notice  of  the  claim,  and  shall  otherwise make available all
information  relevant  to  the  defense of such claim.  The Indemnifying Parties
shall  be  entitled  to  control  the contest and defense of such claim (and its
reasonable out-of-pocket expenses thereof shall constitute Damages for which the
Indemnifying  Parties  may be reimbursed out of the Escrow Fund); provided, that
the  Indemnifying  Parties  (i) have a reasonable basis for concluding that such
defense may be successful and (ii) diligently contest and defend such claim.  If
the  Indemnifying  Party  elects  to  control  the  contest  and  defense,  the
Indemnified  Party  will cooperate with the Indemnifying Party in the conduct of
such  defense, including granting the Indemnifying Party and its representatives
reasonable  access to relevant books and records.  Notice of the intention to so
control the contest and defense shall by given by the Shareholder Representative
to  the Indemnified Party within twenty (20) business days after the Indemnified
Party's  notice  of  such claim.  Such contest and defense shall be conducted by
reputable attorneys employed by the Indemnifying Parties.  The Indemnified Party



shall have the right to elect to participate in the defense of any such claim at
its  sole  expense,  and  no  claim  shall be settled or compromised without the
consent  of  the  Indemnified  Party  (which shall not be unreasonably withheld)
unless  the Indemnified Party shall have failed, after the lapse of a reasonable
time,  but  in  no event more than fifteen (15) days, after notice of a proposed
settlement,  to  express  a  written  objection  to  the  terms  thereof.  The
Indemnified  Party  may  control  the  defense  of  such  litigation, at its own
expense, insofar as such claim relates to its own  liability, in which event the
Indemnifying  Party  shall  not be liable to the Indemnified Party for any legal
expenses  subsequently  incurred  by  the Indemnified Party.  If the Indemnified
Party  elects  to  participate  in  such  defense,  the  Indemnified  Party will
cooperate  with  the  Indemnifying  Party  in  the conduct of such defense.  The
failure  to  give  timely notice or to provide copies of documents or to furnish
relevant  data  in connection with any such claim shall not constitute a defense
(in  part  or in whole) to any claim for indemnification, except and only to the
extent  that  such  failure  shall  result  in any prejudice to the Indemnifying
Party.

Limitation  on  Indemnification:  No  claim  or  claims  may  be made against an
Indemnifying Party for indemnification pursuant to Section 13.1 or Section 13.2,
unless  the  aggregate  damages  of  the  Indemnified Party with respect to such
sections shall have exceeded an aggregate amount equal to fifty thousand dollars
($50,000)  in  which  case  the  Indemnifying  Party  shall  be obligated to the
Indemnified Party for any and all amounts.  In no event, other than fraud, shall
the  Indemnifying  Party  be  obligated to indemnify the Indemnified Party in an
aggregate  amount  which  exceeds  the value of the shares  placed in the escrow
pursuant  to  Section  1.7.

MISCELLANEOUS
Expenses:  The  parties  shall  each  pay  their  own  expenses  incident to the
negotiation,  preparation,  and carrying out of this Agreement, including legal,
accounting  and  audit  fees.

Survival of Representations, Warranties and Covenants:  All statements contained
in  this  Agreement or in any certificate delivered by or on behalf of Crossvue,
the  Principal Shareholders, @pos or CAC, pursuant hereto, or in connection with
the  actions contemplated hereby shall be deemed representations, warranties and
covenants  by  the parties, as the case may be, hereunder.  All representations,
warranties,  and covenants made by Crossvue, the Principal Shareholders, @pos or
CAC in this Agreement, or pursuant hereto, shall survive the Closing for two (2)
years.

Publicity:  @pos  and  Crossvue  shall  not  issue any press release or make any
other public statement, in each case, relating to, in connection with or arising
out of this Agreement or the transactions contemplated hereby, without obtaining
the  prior  approval  of  the other, which shall not be unreasonably withheld or
delayed,  except that prior approval shall not be required if, in the reasonable
judgment  of  @pos,  prior  approval  by  Crossvue  would  prevent  the  timely
dissemination  of  such  release or statement in violation of applicable Federal
securities  laws, rules or regulations or policies of NASDAQ OTC Bulletin Board.



Non Disclosure:  Crossvue will not at any time after the date of this Agreement,
without  @pos's  consent,  except  in  the  ordinary  operation of its business,
divulge,  furnish  to  or make accessible to anyone any knowledge or information
with  respect  to  confidential  or  secret  processes, inventions, discoveries,
improvements,  formulae,  plans, material, devices or ideas or know-how, whether
patentable  or  not,  with respect to any confidential or secret aspects of @pos
(including,  without  limitation,  customer  lists,  supplier  lists and pricing
arrangements  with  customers  or suppliers) ("Confidential Information").  @pos
                                               ------------------------
will  not  at  any time after the date of this Agreement and prior to the Merger
use,  divulge,  furnish  to  or  make  accessible  to  anyone  any  Confidential
Information  (other  than to its representatives as part of its due diligence or
corporate investigation) of Crossvue.  Any information, which (i) at or prior to
the time of disclosure by either Crossvue or @pos was generally available to the
public through no breach of this covenant, (ii) was available to the public on a
nonconfidential  basis  prior  to  its  disclosure by either Crossvue or @pos or
(iii)  was  made  available  to the public from a third party provided that such
third  party  did  not  obtain  or disseminate such information in breach of any
legal  obligation  of  Crossvue  or  @pos,  shall  not  be  deemed  Confidential
Information  for  purposes  hereof,  and  the undertakings in this covenant with
respect  to  Confidential Information shall not apply thereto.  The undertakings
of  Crossvue  and @pos set forth above in this Section 14.4 shall terminate upon
consummation  of  the  Closing.  If this Agreement is terminated pursuant to the
provisions set forth in this Agreement, each party shall return to the other all
copies  of  all  Confidential  Information  previously  furnished  to  it by the
disclosing  party.

Succession  and  Assignments  and Third Party Beneficiaries:  This Agreement may
not  be  assigned (either voluntarily or involuntarily) by any party without the
express  written  consent  of  the  other  party.  Any  attempted  assignment in
violation  of  this Section 14.5 shall be void and ineffective for all purposes.
In  the  event  of  an assignment permitted by this Section 14.5, this Agreement
shall  be  binding upon the heirs, successors and assigns of the parties.  There
shall  be  no  third  party  beneficiaries  of  this  Agreement.

Notices:  All  notices,  requests, demands, or other communications with respect
to  this  Agreement  shall  be  in  writing  and  shall be (i) sent by facsimile
transmission,  with  proper  confirmation  (ii) sent by the United States Postal
Service,  registered  or  certified  mail,  return  receipt  requested, or (iii)
personally  delivered  by  a  nationally  recognized  express  overnight courier
service, charges prepaid, to the following addresses (or such other addresses as
the  parties may specify from time to time in accordance with this Section 14.6)

TO @POS/CAC:  @pos.com

                                3051  North  First  Street
                                San  Jose,  California  95134
                                Phone  No:     (408)  468-5400
                                Fax  No:     (408)  433-0774
                                Principal  Contact:  Llavan  Fernando,  CEO

         with copy to:          Silicon  Valley  Law  Group
                                152  N.  Third  Street,  Suite  900



                                San  Jose,  California
                                Phone  No:     (408)  286-6100
                                Fax  No:     (408)  286-1400
                                Attn:  James  Chapman
TO CROSSVUE: Crossvue, Inc.

                                3051  North  First  Street
                                San  Jose,  California  95134
                                Phone  No:     408)  468-5500
                                Fax  No:     (408)  433-0677
                                Attn:  Ananda  Rakhit,  acting  CEO  and  CTO

         with copy to:          Gray  Cary  Ware  &  Freidenrich,  LLP
                                400  Hamilton  Avenue
                                Palo  Alto,  CA  94301
                                Phone  No:     (650)  833-2000
                                Fax  No:     (650)  833-2001
                                Attn:  Mark  E.  Radcliffe

TO PRINCIPAL         Crosspoint Venture Partners 2000, LLP and
SHAREHOLDERS:        Crosspoint Venture  Partners  2000  Q,  LLP
                                Crosspoint  Venture  Partners
                                2925  Woodside  Road
                                Woodside, CA  94062
                                Phone No:     (650) 851-7600
                                Fax No:     (650) 851-7661
                                Attn: James Dorrian

                                US Ventures LP
                                c/o Davenport Capital Ventures,  Suite 207
                                50 Braintree Hill Office Park
                                Braintree, MA  02184
                                Phone No:     (781) 843-3406
                                Fax No:     (781) 843-9310
                                Attn: Patrick Davenport

                                Imperial Ventures, Inc.
                                411 Borel Ave., Suite 425
                                San Mateo, CA  94402
                                Phone No:     (650) 372-1801
                                Fax No:     (650) 372-1818
                                Attn: James Rutter


(C)     TO  SHAREHOLDER  REPRESENTATIVE:



                                Stephanie  Schweizer
                                6580  Ingleside  Court
                                San  Jose,  CA  95120
                                Phone  No.  (408)  927-6097

     Any such notice shall, when sent in accordance with the preceding sentence,
be  deemed  to  have  been  given  and  received  on the earliest of (i) the day
delivered  to  such  address  or  sent by facsimile transmission, (ii) the fifth
(5th)  business  day  following the date deposited with the United States Postal
Service,  or  (iii)  24  hours after shipment by a nationally recognized courier
service.

Construction:  This Agreement shall be construed and enforced in accordance with
the  laws  of the State of California without giving effect to the principles of
conflicts  of  law  thereof.

Counterparts:  This  Agreement  may be executed in two (2) or more counterparts,
each  of  which  shall  be  deemed  an original, but all of which shall together
constitute  one  and  the  same  Agreement.

No  Implied Waiver; Remedies:  No failure or delay on the part of the parties to
exercise  any  right,  power,  or  privilege  hereunder  or under any instrument
executed  pursuant  hereto  shall  operate  as  a waiver nor shall any single or
partial exercise of any right, power, or privilege preclude any other or further
exercise  thereof  or the exercise of any other right, power, or privilege.  All
rights,  powers,  and  privileges  granted  herein shall be in addition to other
rights  and  remedies  to which the parties may be entitled at law or in equity.

Entire  Agreement:  This  Agreement,  including  the  exhibits  and  Disclosure
Schedules  attached  hereto, sets forth the entire understandings of the parties
with  respect  to the subject matter, and it incorporates and merges any and all
previous  communications,  understandings,  oral  or  written, as to the subject
matter,  and  cannot  be  amended  or  changed  except in writing, signed by the
parties.

Headings:  The  headings  of the Sections of this Agreement, where employed, are
for  the  convenience  of reference only and do not form a part hereof and in no
way  modify,  interpret  or  construe  the  meanings  of  the  parties.

Severability:  To  the  extent  that  any  provision  of this Agreement shall be
invalid  or  unenforceable,  it shall be considered deleted and the remainder of
such  provision  and of this Agreement shall be unaffected and shall continue in
full  force  and  effect.

Attorneys  Fees:  In  the  event  any  legal  action  is brought to interpret or
enforce this Agreement, the party prevailing in such action shall be entitled to
recover its attorneys' fees and costs in addition to any other relief that it is
entitled.

Governing  Law:  This Agreement shall in all respects be construed in accordance
with  and  governed  by  the  laws  of  the  State  of California, as applied to
contracts  entered  into  and  to  be  performed solely within California solely
between  residents  of  California.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and  year  first  above  written.


CAC:                              CROSSVUE ACQUISITION CORPORATION

                                   By:_______________________________________

                                   Llavanaya Fernando, Chief Executive Officer

@POS:                              @POS.COM

                                   By:_______________________________________

                                   Llavanaya Fernando, Chief Executive Officer

CROSSVUE:                          CROSSVUE, INC.

                                   By:_______________________________________

                                   Title:____________________________________

PRINCIPAL SHAREHOLDERS:

                                   CROSSPOINT VENTURE PARTNERS 2000, LLP

                                   By:_______________________________________

                                   Title:____________________________________

                                   CROSSPOINT VENTURE PARTNERS 2000 Q, LLP

                                   By:_______________________________________

                                   Title:____________________________________



                                   US VENTURES LP

                                   By:_______________________________________

                                   Title:____________________________________

                                   __________________________________________
                                   Robb Wilmot
                                   IMPERIAL VENTURES, INC.

                                   By:_______________________________________

                                   Title:___________________________________

                      [SIGNATURE PAGE TO MERGER AGREEMENT]