ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC. TABLE OF CONTENTS

Dated as of Xxxxx 00, 0000

XXXXX PURCHASE AGREEMENT
BY AND AMONG
PRIMAVERA SOFTWARE, INC.
PRIMAVERA SYSTEMS, INC.
AND
EVOLVE SOFTWARE, INC.

TABLE OF CONTENTS

PAGE
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ARTICLE I DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Certain Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 2

2.1 Acquired and Excluded Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Accounts Receivable Adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Contract and Asset Rejection and Assumption . . . . . . . . . . . . . . . . . . . 4
2.5 Amounts Due Under Executory Contracts and Unexpired Leases; Cure Costs . . . . . 5
2.6 Assumed and Excluded Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 5
2.7 Allocation of Adjusted Purchase Price . . . . . . . . . . . . . . . . . . . . . . 6
2.8 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.9 Prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.10 Reconciliation and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.11 Accrued Vacation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.12 Federal Reserve Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.1 Conditions Precedent to Obligations of Seller, Parent and Purchaser . . . . . . . 7
3.2 Conditions Precedent to Obligations of Seller . . . . . . . . . . . . . . . . . . 7
3.3 Conditions Precedent to the Obligations of Parent and Purchaser . . . . . . . . . 8

ARTICLE IV THE CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

4.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Deliveries by Seller at Closing. . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Deliveries by Purchaser at Closing . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 Delivery of Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . 11

5.1 Organization; Standing and Power; Information; Charter Documents; Subsidiaries . 11
5.2 Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.3 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.4 Non-Contravention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.5 Corporate Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.6 Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.7 Tangible Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.8 Software and Other Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.9 Compliance; Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.10 Questionable Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.11 Brokers' and Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.12 Employees and Independent Contractors. . . . . . . . . . . . . . . . . . . . . . 20
5.13 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

5.14 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.15 Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.16 Customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.17 Proceedings and Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER . . . . . . . . . . 25

6.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.2 Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.3 Brokers' and Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.4 Available Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VII COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

7.1 Bankruptcy Court Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.3 Conduct of Business by Seller Pending the Closing. . . . . . . . . . . . . . . . 27
7.4 Access and Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.5 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.6 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.7 Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.8 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.9 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.10 Additional Matters and Further Assurances. . . . . . . . . . . . . . . . . . . . 30
7.11 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.12 Competitive Offers and Inquiries . . . . . . . . . . . . . . . . . . . . . . . . 31
7.13 Seller's Submissions to Bankruptcy Court . . . . . . . . . . . . . . . . . . . . 31
7.14 Restriction on Acceptance of Other Offers. . . . . . . . . . . . . . . . . . . . 31
7.15 Public Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.16 Third-Party Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.17 Release of Source Code Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.18 Customer Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE VIII TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

8.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.2 Termination Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.3 Procedure and Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE IX GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

9.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.2 Interpretation; Knowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.3 Counterparts; Facsimile. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.4 Entire Agreement; Third-Party Beneficiaries. . . . . . . . . . . . . . . . . . . 37
9.5 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.6 Other Remedies; Specific Performance . . . . . . . . . . . . . . . . . . . . . . 37
9.7 Governing Law; Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.8 Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.9 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.10 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.11 Court Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of March 19, 2003 (this
"Agreement"), is made among Primavera Software, Inc., a Pennsylvania corporation
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("Parent"), Primavera Systems, Inc., a Pennsylvania corporation and a
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wholly-owned subsidiary of Parent ("Purchaser"), and Evolve Software, Inc., a
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Delaware corporation ("Seller"). Each of Parent, Purchaser and Seller shall
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individually be referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, upon the execution of this Agreement, the Seller intends to
file a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
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Court"); Seller contemplates continuing to operate its business as a
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debtor-in-possession;

WHEREAS, Purchaser desires to purchase certain assets and business
operations of Seller as set forth below and assume certain liabilities from
Seller in connection therewith, and Seller desires to sell, convey, assign, and
transfer to Purchaser the Acquired Assets together with the Assumed Liabilities,
pursuant to the terms and conditions of this Agreement;

WHEREAS, subject to the provision for higher and better offers from
third parties, the Acquired Business will be sold pursuant to the terms of this
Agreement and an order of the Bankruptcy Court approving such sale under section
363 of the Bankruptcy Code and the assumption of certain executory contracts and
unexpired leases and liabilities under section 365 of the Bankruptcy Code (the
"Approval Order");
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NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements set forth herein, and
intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I
DEFINED TERMS

1.1 Definitions. As used in this Agreement, unless the context
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otherwise requires, capitalized terms used in this Agreement shall have the
meanings set forth in Annex A hereto.
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1.2 Certain Rules of Construction.
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(a) Any term defined herein in the singular form shall have a
comparable meaning when used in the plural form, and vice versa.

(b) When used herein, the words "hereof," "herein" and "hereunder"
and words of similar import shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. References to the Preamble,
Recitals, Sections, Articles, Schedules, Exhibits or Annexes shall refer
respectively to the preamble, recitals, articles, sections, schedules, exhibits
or annexes of this Agreement, unless otherwise expressly provided.

(d) Unless the context requires otherwise, derivative forms of any
term defined herein shall have a comparable meaning to that of such term.

(e) When a Party's consent is required hereunder, such Party's
consent may be granted or withheld in such Party's sole discretion, unless
otherwise specified.

ARTICLE II
PURCHASE AND SALE OF ASSETS

2.1 Acquired and Excluded Assets. Subject to the terms and conditions
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herein set forth, at the Closing, Seller shall sell, assign, transfer, convey,
and deliver to Purchaser, free and clear of all Liens (other than Liens created
after the Closing Date by or against Purchaser), and Purchaser shall purchase
and accept from Seller, free and clear of all Liens (other than Liens created
after the Closing Date by or against Purchaser), good, valid and marketable
title to and under the Acquired Assets, wherever located, whether real, personal
or mixed, tangible or intangible, as the same shall exist on the Closing Date.
All other assets and properties of Seller, including the assets and properties
listed on Schedule2.1 shall be referred to herein as the "Excluded Assets." The
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Parties expressly agree and understand that Seller shall not sell, assign,
transfer, convey, or deliver to Purchaser any of the Excluded Assets.

2.2 Purchase Price. Subject to the adjustment provisions of Sections
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2.3, 2.4, 2.5, 2.9, 2.11 and 2.12 in consideration for the transfer of the
Acquired Business, Purchaser shall pay to Seller consideration equal to
$13,000,000 (the "Purchase Price"), consisting of a cash payment at Closing and
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the assumption of the Assumed Liabilities. Subject to the adjustment provisions
of Sections 2.3, 2.4, 2.5, 2.9, 2.11 and 2.12, at Closing, Purchaser shall pay
$10,000,000, less the Receivables Holdback, by wire transfer of immediately
available funds to Seller, or as otherwise directed by Seller (the "Closing
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Payment").
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2.3 Accounts Receivable Adjustment.
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(a) Preliminary Purchase Price Adjustment. Subject to Section
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2.3(b), below:

(i) The Closing Payment and the Purchase Price shall be
increased, if and to the extent that the Preliminary Closing Date Qualified
Receivables Amount is greater than the Signing Date Qualified Receivables
Amount.

(ii) The Closing Payment and the Purchase Price shall be
reduced, if and to the extent that the Preliminary Closing Date Qualified
Receivables Amount is less than the Signing Date Qualified Receivables Amount.

(b) Post-Closing Confirmation.
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(i) At the Closing, Purchaser shall be entitled to holdback
from the Closing Payment an amount equal to fifteen percent (15%) of the
Preliminary Closing Date Qualified Receivables Amount (such amount being
referred to as the "Receivables Holdback"). For the period beginning on the
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Closing Date and including and ending on the thirtieth (30th) day

following the Closing Date (the "Evaluation Period"), the Purchaser shall
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confirm the valid existence of and qualification of such Qualified Receivables
comprising such Preliminary Closing Date Qualified Receivables Amount. Before
the expiration of the Evaluation Period, if Purchaser has a reasonable good
faith belief that one or more of the Accounts Receivable reported on the updated
Section 5.6 of the Seller Disclosure Letter, delivered on the Closing Date, does
not qualify as a Qualified Receivable (the amount of such disputed Account
Receivable(s) being the "Disputed Amount"), then it shall notify Seller in
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writing of such concerns, and include any written evidence reasonably affirming
Purchaser's claim ("AR Rejection Notice"). If Purchaser fails to deliver an AR
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Rejection Notice to Seller on or before the last day of the Evaluation Period,
Purchaser shall pay by wire transfer of immediately available funds, the entire
Receivables Holdback to Seller or as otherwise directed by Seller within five
days following the expiration of the Evaluation Period. In the event that the
Disputed Amount is less than the Receivables Holdback, Purchaser shall pay by
wire transfer of immediately available funds, the portion of the Receivables
Holdback that is in excess of the Disputed Amount to Seller, or as otherwise
directed by Seller, within five days following the expiration of the Evaluation
Period.

(ii) If the Purchaser delivers to Seller an AR Rejection
Notice in accordance with Section 2.3(b)(i) above, the Seller shall have thirty
(30) days following such delivery (such period being the "Response Period") to
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respond to Purchaser in writing, indicating Seller's (A) acceptance of all or
some of the Disputed Amounts set forth in such AR Rejection Notice or (B)
rejection of all or some of the Disputed Amounts set forth in such AR Rejection
Notice (such notice being a "Response Notice"). If Seller delivers a Response
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Notice to Purchaser on or before the last day of the Response Period, such
Response Notice shall be deemed to accept or reject, as applicable, the Disputed
Amounts set forth in such AR Rejection Notice as of the date such Response
Notice is delivered to Purchaser. If Seller fails to deliver a Response Notice
on or before the last day of the Response Period, Seller shall automatically be
deemed to have accepted all of the Disputed Amounts set forth in Purchaser's AR
Rejection Notice as of the last day of the Response Period. Purchaser shall be
entitled to retain such portion of the Disputed Amount as shall be accepted by
Seller from the Receivables Holdback.

(iii) With regard to any Disputed Amount or any portion
thereof that is rejected by Seller pursuant to a valid Response Notice,
Purchaser and Seller will negotiate in good faith in an effort to resolve any
differences regarding the Disputed Amount. If full disbursement of the Disputed
Amount cannot be resolved within fifteen (15) days following delivery of the
Response Notice, the Purchaser and Seller shall select a mutually acceptable,
independent, nationally recognized public accounting firm to arbitrate such
differences. If Purchaser and Seller cannot agree on the choice of an
accounting firm, they will select by lot a nationally recognized independent
accounting firm, other than any independent accounting firm that has provided
audit or other material services to Parent, Purchaser or Seller after January 1,
2002. The accounting firm selected (the "Accountant") shall be jointly
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instructed by Purchaser and Seller to finally determine whether and to what
extent the Disputed Amount does or does not qualify as Qualified Receivables.
The Accountant shall deliver to each of Purchaser and Seller its determination
within thirty (30) days after receiving the joint instructions of Purchaser and
Seller, and the determination of the Accountant will be set forth in writing and
will be conclusive

and binding upon the Parties. The Disputed Amount shall be retained by
Purchaser, or paid by wire transfer of immediately available funds by Purchaser
to Seller, or as otherwise directed by Seller, as applicable, in accordance with
the written determination of the Accountant within five (5) days after receipt
of such written instructions. The fees and expenses payable to any such
Accountant shall be paid by the Party that does not receive, or in the case of
Purchaser, does not retain, a majority of the Disputed Amount.

(c) Payment for Certain Non-Qualified Receivables. In the event
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that any Accounts Receivables of the Seller that qualify as Qualified
Receivables on the date hereof, but do not qualify as Qualified Receivables as
of the Closing Date (either because such Accounts Receivable are (i) not set
forth on the updated Section 5.6 of the Seller Disclosure Letter delivered on
the Closing Date, or (ii) Disputed Amounts which are retained by Purchaser in
accordance with Section 2.3(b)), are collected by Purchaser or its Affiliates
for a period of thirty (30) days following the Closing Date, Purchaser shall pay
by wire transfer of immediately available funds such collected amounts (net of
any out-of-pocket collection costs) to Seller, or as otherwise directed by
Seller, within five (5) Business Days following the collection of such Accounts
Receivable.

(d) Apportionment of Certain Accounts Receivable. Without
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duplication, to the extent that the Qualified Receivables comprising the Signing
Date Qualified Receivables Amount include amounts attributable to deferred
revenues for maintenance or professional services not yet provided to a customer
(calculated in accordance with GAAP) (such services being the "Pre-Billed
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Services") as of December 31, 2002, and some or all of such Pre-Billed Services
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are paid by the customer to Seller prior to the Closing Date (such amount
collected being the "Collected Pre-Billed Amounts"), the Purchase Price and
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Closing Payment shall be reduced by the pro-rata portion of the Collected
Pre-Billed Amounts attributable to Pre-Billed Services remaining outstanding as
of the Closing Date.

2.4 Contract and Asset Rejection and Assumption.

(a) Schedule 2.4 sets forth a list of executory contracts, license
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agreements, and unexpired leases (with maximum Cure Cost amounts) that Purchaser
wishes to assume and Seller wishes to assign to Purchaser at Closing
("Designated Contracts"). Seller shall be responsible for and bear any Cure
--------------------
Costs in connection with the assumption and assignment by Seller to Purchaser or
of the Designated Contracts.

(b) If after the date hereof, but prior to the Closing, any Party
becomes aware of any executory contract, license agreement, or unexpired lease
that does not appear on the list of Other Contracts as defined in Section
5.14(a) ("Undisclosed Contract"), the discovering Party shall, within two (2)
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Business Days, notify the other Parties of such Undisclosed Contract, and
Purchaser may elect, no later than two (2) Business Days prior to the Closing
(the "Undisclosed Contract Designation Date"), to have Seller assume and assign
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to Purchaser such Undisclosed Contract and to include such Undisclosed Contract
as a Designated Contract. Notwithstanding the foregoing, and subject to the
Bankruptcy Code, if any Undisclosed Contract is entered into after the date of
the Approval Order and such Undisclosed Contract contains language allowing

Seller to assign the contract to Purchaser, then such Undisclosed Contract may
be assigned without the entry of a Bankruptcy Court order. Purchaser shall have
until the Undisclosed Contract Designation Date (i) to designate which
pre-petition Undisclosed Contracts it wishes to have Seller assume and assign
and to whom, and (ii) to designate which post-petition Undisclosed Contracts it
wishes to have Seller assume and assign and to whom (to the extent such
assignment and assumption of post-petition Undisclosed Contracts is necessary or
appropriate under applicable Law). This procedure for assumption and assignment
shall be mutually acceptable to Purchaser and Seller.

(c) Notwithstanding anything herein to the contrary, the Purchaser
may elect, no later than two (2) Business Days prior to the Closing, to have
Seller assume and assign to Purchaser any Excluded Asset listed on Schedule 2.1
or one or more Other Contracts listed on Section 5.14 of the Seller Disclosure
Letter (except for those Other Contracts or Excluded Assets identified thereon
as not being subject to this paragraph), including but not limited to tangible
personal property, or the Spear Street Lease, and any such Excluded Asset or
Other Contract shall thereupon constitute an Acquired Asset or Designated
Contract, as the case may be; provided that no such Excluded Asset expressly
designated in Schedule 2.1 as subject to an increase in the Purchase Price shall
be re-classified to constitute an Acquired Asset unless the Purchaser and Seller
reasonably agree on the fair resale value of such asset, as determined in the
context of the liquidation by Seller of its remaining assets, and a
corresponding increase in the Purchase Price equal to such value, it being
understood that no increase in the Purchase Price shall result from the
classification of an Other Contract as a Designated Contract; and provided
further that Purchaser, as a condition of classifying any such Excluded Asset or
Other Contract as Acquired Assets or Designated Contracts, shall agree to assume
the liabilities and Liens, if any, associated with such asset or Contract as
identified by Seller in writing, and such liabilities shall be added to Schedule
2.6 and become part of the Assumed Liabilities.

2.5 Amounts Due Under Executory Contracts and Unexpired Leases; Cure
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Costs. Purchaser shall be obligated to pay any amounts for services rendered by
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a third party under the Designated Contracts from and after Closing which shall
be Assumed Liabilities. Any amounts for services rendered by a third party under
the Designated Contracts during the period until Closing shall be a retained
liability of Seller and shall be an Excluded Liability. Seller shall pay 100% of
the cure and reinstatement costs and expenses for services rendered before the
Closing Date (collectively, the "Cure Costs") of or relating to the assumption
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and assignment of the Designated Contracts. Such Cure Costs shall be paid by
Seller or its Subsidiaries, as applicable, on or before the Closing.
Notwithstanding the foregoing, Purchaser shall be entitled to reduce the
Purchase Price on the Closing Date to the extent such Cure Costs are not paid by
Seller prior to the Closing Date which to the extent treated as a reduction in
Purchase Price shall become Assumed Liabilities.

2.6 Assumed and Excluded Liabilities. Subject to the terms and
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conditions set forth herein, at the Closing, Purchaser shall assume from Seller
and thereafter pay, perform, or discharge in accordance with their terms the
liabilities set forth on Schedule 2.6. The liabilities to be assumed pursuant to
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the preceding sentence shall be referred to herein as the "Assumed Liabilities"
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and all other liabilities of the Seller shall be referred to herein as the
"Excluded
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Liabilities". Notwithstanding anything contained in this Agreement to the
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contrary, Purchaser does not and shall not assume or agree to pay, satisfy,
discharge or perform, and shall not be deemed by virtue of the execution and
delivery of this Agreement or any document delivered at the Closing pursuant to
this Agreement, or as a result of the consummation of the transactions
contemplated by this Agreement, to have assumed, or to have agreed to pay,
satisfy, discharge or perform, any liability, obligation or indebtedness of
Seller, whether primary or secondary, direct or indirect, other than the Assumed
Liabilities. Seller shall retain and pay, satisfy or discharge and perform in
accordance with the terms thereof, all of the Excluded Liabilities.

2.7 Allocation of Adjusted Purchase Price. The Adjusted Purchase Price
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shall be allocated among the Acquired Assets and Assumed Liabilities for tax
purposes in accordance with an allocation schedule to be mutually agreed between
Seller and Purchaser prior to Closing. The Purchaser and Seller, on behalf of
themselves and their respective Affiliates, hereby agree to timely file IRS Form
8594 based on the allocations set forth in such schedule.

2.8 Transfer Taxes. Any sales, use, transfer or recording Taxes with
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respect to real or personal property due as a result of the transactions
provided for herein shall be paid by Seller. The Parties will reasonably
co-operate to minimize such Taxes.

2.9 Prorations. Seller shall bear all personal property and ad valorem
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Tax liability with respect to the Acquired Assets if the Lien or assessment
arises with respect to periods prior to the Closing irrespective of the
reporting and payment dates of such Taxes. All other property Taxes, ad valorem
Taxes and similar recurring Taxes and fees on the Acquired Assets, and all lease
payments or similar recurring payments under agreements that are Designated
Contracts, shall be pro rated for the applicable period between Purchaser and
Seller, as applicable, as of 12:01 a.m. local time on the Closing Date. All
payments to be made by Purchaser or Seller in accordance with this Section2.9
shall be made, to the extent then determinable, at the Closing as an adjustment
to the Closing Payment and the Purchase Price, or to the extent not determinable
as of the Closing, promptly following the determination thereof, with such
payments paid to the appropriate Party when due. Seller and Purchaser shall
have the right of reasonable review and approval of the other's property Tax
Returns and assessments for which Seller or Purchaser bear any economic
responsibility. Purchaser and Seller shall reasonably cooperate with respect to
any review, contest or challenge of any Tax Return or assessment. Seller and
Purchaser shall also undertake a reconciliation and allocation procedure using
the mechanism set out above for the reconciliation and allocation of payroll
expenses and costs.

2.10 Reconciliation and Allocations. Beginning on the Closing Date, all
------------------------------
payments received by Seller or its Subsidiaries on account of the accounts
receivable and all other payments received by Seller which are properly
allocable to the conduct of the Acquired Business, other than relating to
Excluded Assets, shall be held in trust for Purchaser and shall be promptly paid
to Purchaser. At Closing and, thereafter, on the last day of each month during
the six (6) month period beginning on the Closing Date, Seller shall report to
Purchaser the amounts of such payments and the amount shall be paid immediately
by Seller or its Subsidiaries to Purchaser. After such six (6) month period,
Seller and its Subsidiaries shall co-operate with

Purchaser to allocate and remit to Purchaser any account receivables collected,
and shall continue to hold such payments in trust for Purchaser and remit them
periodically as received.

2.11 Accrued Paid Time Off. As described on Schedule 2.11, Purchaser is
---------------------
assuming the liability associated with accrued paid time off ("Accrued PTO
-----------
Liability") of Transferred Employees. Notwithstanding the foregoing, Purchaser
---------
shall be entitled to reduce the Purchase Price and the Closing Payment by an
amount equal to one-quarter of the assumed Accrued PTO Liability.

2.12 Federal Reserve Credit. The Purchase Price and the Closing
----------------------
Payment shall be reduced to the extent that the Federal Reserve Bank has a
credit for services with the Seller on the Closing Date (as of the date hereof,
such credit totaled $138,519).

ARTICLE III
CONDITIONS TO CLOSING

3.1 Conditions Precedent to Obligations of Seller, Parent and
---------------------------------------------------------
Purchaser. The respective obligations of each Party to effect the transactions
---------
contemplated by this Agreement shall be subject to the satisfaction at or prior
to the Closing Date of the following conditions precedent:

(a) no action, suit or proceeding (including any proceeding over
which the Bankruptcy Court or any other court that has jurisdiction) shall be
pending by any Governmental Body to enjoin, restrain, prohibit or obtain
substantial damages or significant equitable relief in respect of or related to
the transactions contemplated by this Agreement, or that would be reasonably
expected to prevent or make illegal the consummation of the transactions
contemplated by this Agreement; and

(b) there shall not be in effect any Law of any Governmental Body
of competent jurisdiction restraining, enjoining or otherwise preventing
consummation of the transactions contemplated by this Agreement.

3.2 Conditions Precedent to Obligations of Seller. The obligation of
---------------------------------------------
Seller to effect the transactions contemplated by this Agreement shall be
subject to the satisfaction or waiver at or prior to the Closing Date of the
following additional conditions precedent:

(a) the representations and warranties of Parent and Purchaser
contained in this Agreement shall be true and correct in all material respects
as of the Closing Date as if made on such date (except for representations and
warranties that relate to a specific date), and Seller shall have received a
certificate dated the Closing Date with respect to the foregoing signed on
behalf of each of Parent and Purchaser by an authorized senior executive officer
of each such entity;

(b) Parent and Purchaser shall have performed in all material
respects their respective covenants, obligations and agreements under this
Agreement required to be performed or complied with, by them at or prior to the
Closing Date, including payment of the Closing

Payment, and Seller shall have received a certificate dated the Closing Date
with respect to the foregoing signed on behalf of each of Parent and Purchaser
by an authorized senior executive officer of each such entity; and

(c) the Approval Order shall be in form and substance
substantially similar to the form of Approval Order attached hereto as Exhibit
3.2(c), with such changes as shall be required by the Bankruptcy Court which do
not materially deprive Seller of the benefits of this Agreement and such form of
Approval Order.

3.3 Conditions Precedent to the Obligations of Parent and Purchaser.
---------------------------------------------------------------
The obligation of Parent and Purchaser to effect the transactions contemplated
by this Agreement shall be subject to the satisfaction or waiver at or prior to
the Closing Date of the following additional conditions precedent:

(a) the representations and warranties of Seller, other than the
representations and warranties set forth in Sections 5.1, 5.2, 5.5, 5.6 (to the
extent an untruth or incorrectness of a representation or warranty in 5.6 is not
satisfied through the Accounts Receivable Adjustment in Section 2.3), 5.7,
5.9(b), 5.11, 5.15, and 5.16(a), contained in this Agreement (as modified by the
Seller Disclosure Letter as of the date hereof) qualified by materiality or
Seller Material Adverse Effect shall be true and correct without further
qualification as of the Closing Date as if made on such date (except for
representations and warranties that relate to a specific date), and all
representations and warranties of Seller, other than the representations and
warranties set forth in Sections 5.1, 5.2, 5.5, 5.6 (to the extent an untruth or
incorrectness of a representation or warranty in 5.6 is not satisfied through
the Accounts Receivable Adjustment in Section 2.3), 5.7, 5.9(b), 5.11, 5.15, and
5.16(a), contained in this Agreement (as modified by the Seller Disclosure
Letter as of the date hereof) that are not so qualified shall be true and
correct in all material respects as of the Closing Date as if made on such date
(except for representations and warranties that relate to a specific date);

(b) Seller shall have performed in all material respects its
covenants, obligations, and agreements under this Agreement required to be
performed by Seller at or prior to the Closing Date;

(c) Parent and Purchaser shall have received a certificate, in
form and substance satisfactory to Parent and Purchaser, dated as of the Closing
Date, executed on behalf of Seller by an authorized executive officer thereof,
specifying that the conditions in this Section 3.3 have been fulfilled;

(d) since the signing date hereof, no Seller Material Adverse
Effect shall have occurred or be reasonably expected to occur; provided that
facts disclosed in the Seller Disclosure Letter on the signing date hereof shall
not constitute a Seller Material Adverse Effect pursuant to this Section 3.3(d);

(e) the Approval Order shall be a Final Order in form and
substance substantially similar to the form of Approval Order attached hereto as
Exhibit 3.2(c), with such

changes as shall be required by the Bankruptcy Court which do not materially
deprive Parent and Purchaser of the benefits of this Agreement and such form of
Approval Order;

(f) subject to Section 7.9(a), at least eighty percent (80%) of
each of (i) all employees of Seller offered employment by Purchaser and (ii) the
software developers of Seller offered employment by Purchaser, shall accept such
offers of employment in writing prior to the Closing;

(g) the Seller shall have delivered, as Schedule 3.3(g), an
updated Section 5.6 of the Seller Disclosure Letter, as of the Closing Date;

(h) Other than Contracts set forth on Section 5.8(h) of Schedule
1A identified as not being required pursuant to this Section 3.3(h), all
consents, waivers and approvals required under any Designated Contract
identified in Section 5.8(h) of Schedule 1A shall have been obtained;

(i) Seller shall have delivered an Assignment of Copyrights, in
the form and substance substantially similar to the form of Assignment of
Copyright attached hereto as Exhibit 3.3(i), with such changes as shall be
required by the Bankruptcy Court which do not materially deprive Parent and
Purchaser of the benefits of this Agreement and such form of Assignment of
Copyrights;

(j) Seller shall have delivered an Assignment of Trademarks, in
the form and substance substantially similar to the form of Assignment of
Trademarks attached hereto as Exhibit 3.3(j), and additional Assignments of
Trademark with respect to Trademarks registered in countries abroad, in form and
substance reasonably agreeable to Purchaser and Seller, with such changes as
shall be required by the Bankruptcy Court which do not materially deprive Parent
and Purchaser of the benefits of this Agreement and such forms of Assignment of
Trademarks;

(k) Seller shall have delivered Assignments of Patents, in the
form and substance substantially similar to the form of Assignments of Patents
attached hereto as Exhibits 3.3(k)(i) and 3.3(k)(ii), with such changes as shall
be required by the Bankruptcy Court which do not materially deprive Parent and
Purchaser of the benefits of this Agreement and such form of Assignment of
Patents;

(l) Seller shall have delivered an Assignment of Domain Names, in
the form and substance substantially similar to the form of Domain Name
Assignment attached hereto as Exhibit 3.3(l), with such changes as shall be
required by the Bankruptcy Court which do not materially deprive Parent and
Purchaser of the benefits of this Agreement and such form of Assignment of
Domain Names; and

(m) Seller shall have caused Evolve Software (India) Pvt. Ltd. to
assign to Seller all of its rights to any Intellectual Property Assets as it
pertains directly or indirectly with the Acquired Assets, the Acquired Business
or the Seller Products.

ARTICLE IV
THE CLOSING

4.1 Closing. The consummation of the transactions contemplated by this
-------
Agreement (the "Closing") shall take place at the offices of Blank Rome LLP, One
-------
Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 at 10:00 a.m. on (i) a date after
all the conditions to Closing set forth in Section 3 have been met or waived
following the eleventh (11th) day after entry of the Approval Order, as shall be
agreed upon by the Parties, or (ii) such other time, date, and place as shall be
agreed upon by the Parties (the date of the Closing being herein referred to as
the "Closing Date").
------------

4.2 Deliveries by Seller at Closing. At the Closing, Seller shall
-------------------------------
deliver to Purchaser:

(a) a general xxxx of sale and assignment and assumption
agreement, in form and substance substantially similar to the form of general
xxxx of sale and assignment and assumption attached hereto as Exhibit 4.2(a)
(the "Xxxx of Sale"), with such changes as shall be required by the Bankruptcy
------------
Court which do not materially deprive Parent and Purchaser of the benefits of
this Agreement and such form of Xxxx of Sale, with respect to the Acquired
Assets, and any other documents reasonably requested by Purchaser so as to
convey to Purchaser good title, free and clear of all Liens (other than Liens
created after the Closing Date by or against Purchaser), to all of Seller's
right, title and interest in and to the Acquired Assets to be conveyed at
Closing, each executed by Seller;

(b) a certificate, dated the Closing Date, of the Secretary or an
Assistant Secretary of Seller as to the incumbency and signatures of the
officer(s) of Seller executing this Agreement;

(c) copies of the resolutions duly adopted by the board of
directors of Seller authorizing such Seller to enter into and perform this
Agreement, certified by the Secretary or Assistant Secretary of Seller as in
full force and effect on and as of the Closing Date;

(d) to the extent included in the Acquired Assets or Assumed
Liabilities an assumption and assignment of (i) leases, security deposits and
prepaid rents assuming and assigning to Purchaser all of Seller's right, title
and interest in and to the Leased Real Property and all security deposits and
prepaid rents thereunder and (ii) Designated Contracts assuming and assigning to
Purchaser all of Seller's right, title and interest in and to such Contracts by
way of the Xxxx of Sale;

(e) to the extent that Purchaser has accepted the assumption and
assignment by Seller of the lease associated with the Leased Real Property,
keys, security codes and pass cards to the Leased Real Property, and every lock
thereon in Seller's possession, excluding such property Purchaser permits to be
retained by Transferred Employees;

(f) all of Seller's books and records, customer files and related
business records pertaining to the Acquired Assets, the originals of all
Designated Contracts in Seller's possession, the originals of all permits and
warranties, and copies of all maintenance records and

operating manuals in Seller's possession pertaining to the personal property or
any portion of the Leased Real Property included in the Acquired Assets;

(g) a FIRPTA Non-Foreign Transferor Certificate in accordance with
section 1445 of the Code, and any similar state required documents;

(h) a certified copy of the Approval Order;

(i) all other documents, certificates, instruments or writings
reasonably requested by Parent, Purchaser or their counsel in connection with
the acquisition of the Acquired Business.

4.3 Deliveries by Purchaser at Closing. At the Closing, Purchaser shall
----------------------------------
deliver to Seller:

(a) such documents, instruments or certificates required to be
delivered in connection with Purchaser's obligations under this Agreement, or as
Seller or its counsel may reasonably request;

(b) the Closing Payment in accordance with Section 2.2 by wire
transfer of immediately available funds to an account or accounts designated by
Seller or as otherwise directed by Seller; and

(c) the Xxxx of Sale with such changes as shall be required by the
Bankruptcy Court which do not materially deprive Parent and Purchaser of the
benefits of this Agreement and the Xxxx of Sale, providing for the assumption
and assignment by Seller to Purchaser of the Designated Contracts and Assumed
Liabilities.

4.4 Delivery of Acquired Assets. At Closing, Seller shall place
---------------------------
Purchaser in full possession and control of the Acquired Assets.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER

Knowing that the Parent and Purchaser are relying thereon, the Seller
represents and warrants to Parent and Purchaser, except as otherwise set forth
in writing in the disclosure letter supplied by the Seller to Parent and
Purchaser dated as of the date hereof which disclosure shall provide an
exception to or otherwise qualify the representations or warranties of Seller
referred to by Section numbers in such disclosure letter and such other
representations and warranties to the extent such disclosure reasonably applies
to such other representations or warranties (the "Seller Disclosure Letter"), as
------------------------
follows:

5.1 Organization; Standing and Power; Information; Charter Documents;
-----------------------------------------------------------------
Subsidiaries.
------------

(a) Organization; Standing and Power. The Seller and each of its
--------------------------------
Subsidiaries is a corporation or other organization duly organized, validly
existing and in good standing under the laws of the jurisdiction of their
respective states of incorporation or organization. The Seller and its
Subsidiaries possess the full corporate power and authority: (i) to own, lease
and use their assets and properties in the manner in which such assets are
currently owned and used, and (ii) to conduct their businesses as such
businesses are currently being conducted. The Seller and its Subsidiaries are
duly qualified or registered to do business in each jurisdiction where such
qualification or registration is required by applicable Law. The Seller and its
Subsidiaries are in good standing in each of the jurisdictions where they are
required by law to be qualified or registered to do business. Other than the
Subsidiaries, the Seller does not own, with regard to any corporation or other
organization, whether incorporated or unincorporated, at least a majority of the
securities or other interests of which having by their terms ordinary voting
power to elect a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by Seller or by any one or more of the
Subsidiaries, or by Seller and one or more of the Subsidiaries.

(b) Except for the Patent that is the subject of the Assignment
from Infowide, Inc. to Purchaser, none of the Subsidiaries own any asset or
conduct operations other than the employment of sales personnel and cash.

5.2 Capital Structure.
-----------------

(a) Section 5.2 of the Seller Disclosure Letter sets forth the
authorized capital stock of the Seller and each of its Subsidiaries, including
the type of shares authorized, the par value per share and the number of each
type of shares that are issued and outstanding. Section 5.2 of the Seller
Disclosure Letter contains an accurate and complete list of: (i) the full names
of all record holders of Seller Preferred Stock and (ii) the numbers and types
of shares of Seller Preferred Stock owned of record by such stockholders
identified in (i) above. For each of the stockholders identified in (i) above,
(i) he, she or it is the sole record owner of his, her or its shares of capital
stock as set forth in Section 5.2 of the Seller Disclosure Letter next to such
stockholder's name (the "Shares"); (ii) to the Knowledge of Seller, such
------
stockholder has the ability to vote all of the Shares at any meeting of the
stockholders of the Seller and/or its Subsidiaries, or by written consent in
lieu of any such meeting; and (iii) to the Knowledge of Seller, such stockholder
has not appointed or granted any proxy or entered into any agreement, contract,
commitment or understanding with respect to any of the Shares. There exists no
right of first refusal or other preemptive right with respect to the Seller and
its Subsidiaries or the assets of the Seller and/or its Subsidiaries.

5.3 Authority. The Seller has all requisite corporate power and
---------
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has been duly authorized by
all necessary corporate action on the part of the Seller and no other corporate
proceedings on the part of the Seller or its Subsidiaries, are necessary to
authorize the execution and delivery of this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Seller and, assuming the

due authorization, execution and delivery by the other parties hereto,
constitutes the legal, valid and binding obligation of the Seller, enforceable
against such parties in accordance with its terms, 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 and other
equitable remedies.

5.4 Non-Contravention. Assuming the satisfaction of the conditions set
-----------------
forth in ARTICLE III and compliance with the applicable requirements for
consents, approvals, authorizations, permits or filings referred to in this
Section 5.4, no consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Body, domestic or foreign, or of any other
Person is required to be made or obtained by Seller or its Subsidiaries in
connection with the execution, delivery, and performance of this Agreement and
the consummation of the transactions contemplated hereby except (i) approvals of
the Bankruptcy Court, and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications
would neither (x) prevent or materially delay the consummation by Sellers and
its Subsidiaries of the transactions contemplated by this Agreement nor (y)
individually or in the aggregate, constitute or be reasonably expected to
constitute a Seller Material Adverse Effect. With respect to each of Seller and
its Subsidiaries, neither the execution, delivery, or performance of this
Agreement by such entity, nor the consummation of the transactions contemplated
hereby by such entity, nor compliance with any of the provisions hereof by such
entity, will (a) conflict with or result in any breach of any provisions of the
certificate of incorporation or bylaws of such entity, (b) result in a violation
or breach of, or constitute (with or without due notice or lapse of time) a
default (or give rise to any right of termination, cancellation, acceleration,
vesting, payment, exercise, suspension, or revocation) under any of the terms,
conditions, or provisions of any Designated Contract to which such entity is a
party or by which such entity, the Acquired Assets and Acquired Business may be
bound or affected, (c) violate any order, writ, injunction, decree, statute,
rule, or regulation applicable to such entity or its properties or assets, (d)
result in the creation or imposition of any Lien on any Acquired Asset of such
entity, or (e) cause the suspension or revocation of any permit, license,
governmental authorization, consent, or approval necessary for such entity to
conduct its business as currently conducted.

5.5 Corporate Records. The books and records of the Seller and its
-----------------
Subsidiaries are and have been properly prepared and maintained in form and
substance adequate for preparing audited financial statements in accordance with
GAAP, and such books and records fairly reflect (i) all of the Acquired Assets
and Assumed Liabilities related to the Acquired Assets of the Seller and its
Subsidiaries and (ii) all of the Designated Contracts and other transactions to
which the Seller and its Subsidiaries is or was a party or by which the Acquired
Businesses or Acquired Assets are or were affected.

5.6 Accounts Receivable. All Accounts Receivable of the Seller arose in
-------------------
the ordinary course of business and are collectible by the Seller and each of
its Subsidiaries in full (without any counterclaim or setoff), net of applicable
reserves. There are no refunds, discounts, rights of setoff or assignments
affecting any such Accounts Receivable. Proper amounts of deferred revenues
appear on the books and records of the Seller and each of its Subsidiaries, in

accordance with GAAP, with respect to all of the Seller's (a) billed but
unearned Accounts Receivable; (b) previously billed and collected Accounts
Receivable still unearned; and (c) unearned customer deposits. The outstanding,
aged Qualified Receivables of the Seller, as of December 31, 2002 are listed in
Section 5.6 of the Seller Disclosure Letter.

5.7 Tangible Property.
-----------------

(a) All of the Tangible Property of the Seller is located at its
offices or facilities (other than laptop computers and other portable Assets of
a personal nature) and the Seller has the full and unqualified right to require
the immediate return of any of its Tangible Property which is not located at its
offices or facilities. All Tangible Property of Seller, wherever located, (i)
is in good condition, ordinary wear and tear excepted and (ii) materially
complies with, and is being operated and otherwise used in material compliance
with, all applicable Laws, and

(b) Upon entry and effectiveness of the Approval Order, Seller and
its Subsidiaries (a) shall have the power and the right to sell, convey,
transfer, assign and deliver to Purchaser the Acquired Business (including the
Acquired Assets) and (b) on the Closing Date shall sell, convey, transfer,
assign and deliver the Acquired Business (including the Acquired Assets) free
and clear of all Liens, claims, encumbrances and security interests, except for
and subject to the Assumed Liabilities. The Acquired Assets constitute all
assets of the Seller and its Subsidiaries, real, personal and mixed, tangible
and intangible, used or usable in the conduct of the Acquired Business, other
than the Excluded Assets or contracts which the Purchaser has elected not to
include in the Designated Contracts.

5.8 Software and Other Intangibles.
------------------------------

(a) The Seller (or, solely with respect to the Patent that is the
subject of the assignment attached as Exhibit 3.3(k)(ii) hereto, Infowide, Inc.)
is the exclusive owner of, and has good, valid and marketable title to, all of
the Intellectual Property Assets and, other than the Inbound Rights therein, to
all of the Seller Products, free and clear of any Lien.

(b) Section 5.8(b) of Schedule 1A sets forth a complete and
accurate list and summary description of the Seller Products, including a
summary product description, version number, the programming language in which
it is written, and the type of hardware, operating system, and database on or
with which it operates and an identification of all customized versions thereof
created for customers. Each of the Seller Products includes at least one
electronic copy of the source code therefor and each applicable object file,
together with build files, batch files, and make files, as may be required to
create the executables that are included in each release of such Seller Product
prior to the Closing Date. The source code and technical documentation for
each of the Seller Products includes in-line comments, database design
documentation, documentation of file structures, descriptions of the virtual
database fields, and descriptions of the columns and fields of the tables used
in it. The Seller has provided or made available to Parent or its
representatives access to the Seller's and Subsidiaries' database regarding
known errors that would cause each Seller Product not to operate in accordance
with

the applicable technical documentation and user documentation. Except for such
errors as are set forth in such database, there are no other errors known to
Seller, and each Seller Product operates in accordance with the applicable
technical documentation and user documentation and in conformance with the
warranties made by Seller.

(c) Section 5.8(c) of Schedule 1A sets forth a complete and
accurate list and title of each Patent included in the Intellectual Property
Assets. All such issued Patents are currently in compliance in all material
respects with formal legal requirements (including without limitation payment of
filing, examination and maintenance fees and proofs of working or use), are not
subject to any maintenance fees or taxes or actions falling due within 120 days
of the Closing Date, and are, to the Knowledge of the Seller, valid and
enforceable; provided, however, that Knowledge for the purposes of the foregoing
clause will not include the obligation to conduct investigations of Patent
validity or enforceability. In each case where such a Patent is held by the
Seller or its Subsidiaries by assignment, the assignment has been duly recorded
with the U.S. Patent and Trademark Office or other authority of registration in
the applicable jurisdiction. No such Patent is now involved in any
interference, reissue, re-examination or opposition proceeding. All Seller
Products made, used or sold under such Patents have been marked with the proper
patent notice permitted or required by applicable law.

(d) Section 5.8(d) of Schedule 1A sets forth a complete and
accurate list of all registered Marks (and any unregistered Marks used by the
Seller to designate the source or origin of the Seller Products prior to the
Closing Date) included in the Intellectual Property Assets. All such Marks that
have been registered with the United States Patent and Trademark Office or any
other jurisdiction are currently in compliance in all material respects with
formal legal requirements (including without limitation the timely
post-registration filing of affidavits of use and incontestability and renewal
applications) and are not subject to any maintenance fees or taxes or actions
falling due within 120 days of the date of this Agreement. No Xxxx has been
abandoned. In each case where such a Xxxx is held by the Seller or its
Subsidiaries by assignment, the assignment has been duly recorded with the U.S.
Patent and Trademark Office or other authority of registration in the applicable
jurisdiction. No such Xxxx has been or is now involved in any opposition,
invalidation or cancellation proceeding and neither the Seller nor its
Subsidiaries has received any notice that such action is or has been threatened
with respect to such Marks.

(e) Section 5.8(e) of Schedule 1A sets forth a complete and
accurate list and summary description of all registered Copyrights included in
the Intellectual Property Assets and all other Copyrights, if any included in
the Seller Products, other the Inbound Rights. All such Copyrights that have
been registered with the United States Copyright Office are currently in
compliance with formal legal requirements, are not subject to any fees or taxes
or actions falling due within 120 days of the Closing Date and are valid and
enforceable. In each case where such a registered Copyright is held by the
Seller or its Subsidiaries by assignment, the assignment has been duly recorded
with the U.S. Copyright Office or other authority of registration in the
applicable jurisdiction.

(f) The Seller and its Subsidiaries have taken all reasonable
security measures (including entering into appropriate confidentiality and
nondisclosure agreements with all officers, directors, employees and consultants
of Seller or its Subsidiaries) to protect the secrecy, confidentiality and value
of all Trade Secrets included in the Intellectual Property Assets. There has
not been any breach by any party to any such confidentiality or non-disclosure
agreement that would have a Seller Material Adverse Effect. Such Trade Secrets
have not been disclosed by the Seller or its Subsidiaries to any Person other
than their employees or contractors in the course of their employment or
contract performance or, except for source code for the Software included in the
Seller Products, to customers and other Persons under written agreements
requiring that such customers and other Persons maintain the confidentiality of
such Trade Secrets. Neither the Seller nor its Subsidiaries has received any
notice that a third party has asserted that the use by the Seller or its
Subsidiaries of any such Trade Secret violates the rights of such third party.

(g) The Seller and its Subsidiaries have the exclusive right to
license and bring infringement actions with respect to the Intellectual Property
Assets. Neither the Seller nor its Subsidiaries has licensed or granted to any
other Person rights of any nature to use any of its Intellectual Property
Assets, other than end user licenses entered into in the ordinary course of the
Seller's business. No payment of royalties or other fees to a third party is
necessary for the ownership, use, improvement, modification, license or
distribution by the Seller or its Subsidiaries of the Intellectual Property
Assets, in the manner and to the extent Seller and its Subsidiaries have owned,
used, improved, modified, licensed or distributed the Intellectual Property
Assets prior to the Closing Date.

(h) Except for Off-The-Shelf Internal Use Software, all licenses
or other agreements under which the Seller or its Subsidiaries are granted
rights by other Persons in Intellectual Property are included in the Designated
Contracts and are listed in Section 5.8(h) of Schedule 1A ("Inbound Licenses").
All such licenses or other agreements are currently in effect, to the Knowledge
of the Seller and its Subsidiaries, legal, valid, binding and enforceable, and
upon consummation of the transactions contemplated hereby, will continue to be
in effect on terms identical to those in effect immediately prior to the
consummation of the transactions contemplated hereby, to the Knowledge of the
Seller and its Subsidiaries, will be legal, valid, binding and enforceable,
there is no material default thereof by Seller or its Subsidiaries, to the
Knowledge of the Seller and its Subsidiaries, there is no material default
thereof by any other party thereto, and all of the rights of the Seller and its
Subsidiaries thereunder are assignable in connection with the transactions
described herein. Neither Seller nor its Subsidiaries have received any notice
that a Proceeding is pending or has been threatened, nor has any claim or demand
been made, which challenges the legality, validity, or enforceability thereof or
the right of Seller or its Subsidiaries to use and exercise such other rights in
and to the Intellectual Property licensed thereunder in accordance with their
respective terms. True and complete copies of all such licenses or other
agreements, and any amendments thereto, have been provided to the Parent or its
representatives. Except for the Off-The-Shelf Internal Use Software, no payment
of royalties or other fees to a third party is necessary for the use,
improvement, modification, license or distribution by the Seller or its
Subsidiaries of the Intellectual Property

listed in Section 5.8(h) of Schedule 1A in order for Seller and its Subsidiaries
to conduct the Acquired Business as presently conducted.

(i) All licenses or other agreements included in the Designated
Contracts under which the Seller or its Subsidiaries have granted rights to
other Persons in Intellectual Property Assets, including all end user licenses
to the Seller Products, are listed in Section 5.8(i) of Schedule 1A. All such
licenses or other agreements are currently in effect, to the Knowledge of the
Seller, are legal, valid, binding, enforceable, and upon consummation of the
transactions contemplated hereby, will continue to be in effect on terms
identical to those in effect immediately prior to the consummation of the
transactions contemplated hereby, to the Knowledge of the Seller and its
Subsidiaries, will be legal, valid, binding and enforceable and, there is no
material default thereof by Seller or its Subsidiaries, and to the Knowledge of
the Seller and its Subsidiaries, there is no material default thereof by any
other party thereto. Seller has not received any notice that a Proceeding is
pending or has been threatened, nor has any claim or demand been made, which
challenges the legality, validity, or enforceability thereof. True and complete
copies of all such licenses or other agreements, and any amendments thereto,
have been provided or made available to the Parent or its representatives.

(j) The licensing, distribution and marketing of the Seller
Products and the conduct of the Acquired Business by Seller and its Subsidiaries
in the manner in which the Seller is currently engaging in same does not,
violate or infringe, nor is it alleged to violate or infringe, any Intellectual
Property of any other Person. To the Knowledge of the Seller, none of the
Intellectual Property Assets are subject to any Judgment. Seller has not
received any notice that a Proceeding is pending or is threatened, nor has any
claim or demand been made, which challenges the legality, validity,
enforceability, use or exclusive ownership by the Seller or its Subsidiaries of
any of the Intellectual Property Assets. To the Knowledge of the Seller, no
Person is violating or infringing upon, or has violated or infringed upon at any
time, any of the Intellectual Property Assets.

(k) Other than maintenance and support to be provided to
customers, distributors and licensees in the ordinary course of business and
under the terms of Seller's standard support services agreements, neither the
Seller nor its Subsidiaries has any obligation to any other Person to modify,
improve or upgrade the Seller Products.

(l) The Intellectual Property Assets, together with the Inbound
Rights, constitute all of the Intellectual Property required for the operation
by Seller and its Subsidiaries of the Acquired Business, as and where such
business is presently conducted.

(m) A list of each of the material nondisclosure and/or
confidentiality agreements currently in effect and entered into between the
Seller or its Subsidiaries and other Persons in connection with disclosures by
the Seller or its Subsidiaries relating to the Seller Products or other
Intellectual Property Assets (the "Nondisclosure Contracts") is provided in
-----------------------
Section 5.8(m) of the Seller Disclosure Letter.

(n) Section 5.8(n) of the Seller Disclosure Letter sets forth a
true and complete list of all personnel, including employees, agents,
consultants, and contractors, who have made material contributions to or
participated in the development of the source code and documentation included in
the Seller Products. Each such person has executed appropriate instruments of
assignment in favor of Seller or a Subsidiary as assignee that have conveyed to
it exclusive ownership of all Intellectual Property thereby arising, to the
extent allowable under law, including all works of authorship and inventions.
To the Knowledge of the Seller, no employee of the Seller or its Subsidiaries
has entered into any agreement that restricts or limits in any way the scope or
type of work in which such employee may be engaged or requires such employee to
transfer, assign, or disclose information concerning such employee's work at
Seller or its Subsidiaries to any other Person.

(o) To the Knowledge of the Seller, none of the Intellectual
Property Assets is owned by or registered in the name of any current or former
owner, stockholder, partner, director, executive, officer, employee, salesman,
agent, customer, representative or contractor of the Seller or its Subsidiaries
and no such Person has any interest therein or right thereto, including the
right to receive royalty payments.

(p) Except for time limitations contained in demonstration and
evaluation copies of the Software, no portion of the Software contains any "back
door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other
software routines or hardware components designed to permit unauthorized access
or to disable or erase software, hardware, or data without the consent of the
user.

(q) Section 5.8(q) of Schedule 1A sets forth all Domain Names.
The Seller is the registrant of all Domain Names and all the registrations of
Domain Names are in good standing until such dates as are set forth on Section
5.8(q) of the Seller Disclosure Letter. Seller has not received any notice that
action has been taken or is pending, or threatened, to challenge rights to,
suspend, cancel, transfer or disable any Domain Name, registration therefor or
the right of the Seller or its Subsidiaries to use a Domain Name.

(r) With respect to the Software included in Seller Products
currently used by Seller's customers, in each case, each component of such
Software that creates, accepts, displays, stores, retrieves, accesses,
recognizes, distinguishes, compares, sorts, manipulates, processes, calculates,
converts or otherwise uses dates or date-related data, will do so accurately,
without any operating defects, loss of functionality or degradation in
performance or volume capacity, using dates in the twentieth and twenty-first
centuries, and will not be adversely affected by the advent of the year 2000,
the advent of any leap year, the advent of the twenty-first century, or the
transition from the twentieth century through the year 2000 and into the
twenty-first century, and neither the Seller nor its Subsidiaries have
experienced any Year 2000-related problems with respect to such Software or
received any notices from any Person relating to any Year 2000-related problems.

(s) With respect to the Software included in Seller Products
currently used by Seller's customers, in each case, each component of such
Software that creates, accepts, displays,

stores, retrieves, accesses, recognizes, distinguishes, compares, sorts,
manipulates, processes, calculates, converts or otherwise uses any data
denominated in the currency known as the "Euro" introduced pursuant to the
Maastricht Treaty on January 1, 1999, does so accurately, consistent with its
processing of data denominated in national currencies, without any operating
defect, loss of functionality or degradation in performance or volume capacity.

5.9 Compliance; Permits.
-------------------

(a) Compliance With Laws. (i) The Seller and its Subsidiaries are
--------------------
in material compliance with each Judgment and with each Law that is applicable
to them or to the conduct of any of their businesses or the ownership or use of
any of the Acquired Assets; (ii) the Seller and its Subsidiaries have at all
times during the applicable statute of limitations been in material compliance
with each Judgment or Law (except for Environmental Laws which are the subject
of Section 5.13) that is or was applicable to them or to the conduct of any of
the Acquired Business or the ownership or use of any of the Acquired Assets;
(iii) to the Knowledge of the Seller, no event has occurred, and no condition or
circumstance exists, that would be reasonably likely to (with or without notice
or lapse of time) constitute or result in a violation by the Seller or any of
its Subsidiaries of, or a failure on the part of the Seller or its Subsidiaries
to comply with, any Judgment or Law; and (iv) Seller and its Subsidiaries have
not received, at any time, any written notice from any Governmental Body or any
other Person regarding (A) any actual, alleged, possible or potential violation
of, or failure to comply with, any Judgment or Law, or (B) any actual, alleged,
possible or potential obligation on the part of the Seller or any of its
Subsidiaries to undertake, or to bear all or any portion of the cost of, any
cleanup or any remedial, corrective or response action of any nature.

(b) Permits. Seller and its Subsidiaries have obtained and hold
-------
all Permits required for the lawful operation of the Acquired Assets and
Acquired Business as and where such Acquired Assets and Acquired Business is
presently conducted. All Permits held by the Seller and its Subsidiaries are
listed in Section 5.9 of the Seller Disclosure Letter, and accurate and complete
copies of such Permits have been delivered or made available to Parent or its
representatives. All Permits required for the lawful operation of the Acquired
Assets and Acquired Business are being assumed and assigned by the Seller and
its Subsidiaries to the Purchaser, hereunder.

5.10 Questionable Payments. None of the current or former partners,
---------------------
owners, stockholders, directors, executives, officers, representatives, agents
or employees of the Seller or its Subsidiaries (when acting in such capacity or
otherwise on behalf of the Seller or its Subsidiaries or any of their
predecessors): (a) have used or are using any corporate funds for any illegal
contributions, gifts, entertainment or other unlawful expenses relating to
political activity; (b) have used or are using any corporate funds for any
direct or indirect unlawful payments to any foreign or domestic government
officials or employees; (c) have violated or are violating any provision of the
Foreign Corrupt Practices Act of 1977; (d) have established or maintained, or
are maintaining, any unlawful or unrecorded fund of corporate monies or other
properties; (e) have made at any time since January 1, 1995, any false or
fictitious entries on the books and records of the Seller and/or its
Subsidiaries; (f) have made a bribe, rebate, payoff, influence

payment, kickback or other unlawful payment of any nature using corporate funds
or otherwise on behalf of the Seller and/or its Subsidiaries; or (g) have made
any material favor or gift that is not deductible for federal income tax
purposes using corporate funds or otherwise on behalf of the Seller and/or its
Subsidiaries.

5.11 Brokers' and Finders' Fees. Other than fees payable to Alliant
--------------------------
Partners disclosed in Section 5.11 of the Seller Disclosure Letter, the Seller
and its Subsidiaries have not incurred, nor will they incur, directly or
indirectly, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement or the transactions
contemplated hereby.

5.12 Employees and Independent Contractors.
-------------------------------------

(a) Section 5.12 of the Seller Disclosure Letter contains an
accurate and complete list of all of the current employees of the Seller and its
Subsidiaries (including any employee of the Seller or its Subsidiaries who is on
a leave of absence) and (i) their titles or responsibilities; (ii) their dates
of hire; (iii) their current salaries or wages and all bonuses, commissions and
incentives paid at any time during the past twelve months; (iv) their last
compensation changes and the dates on which such changes were made; (v) any
specific bonus, commission or incentive plans or agreements for or with them;
(vi) each Employee Benefit Plan in which they participate; (vii) any Permit that
is held by them and that relates to or is useful in connection with any of the
businesses of the Seller and its Subsidiaries; and (viii) any outstanding loans
or advances made to them.

(b) Section 5.12 of the Seller Disclosure Letter also contains an
accurate and complete list of all sales representatives and independent
contractors engaged by the Seller and/or its Subsidiaries and any other Persons
who are compensated in any manner in connection with the sale of the Seller's
products (i) their state or country of residence; (ii) their payment
arrangements (if not set forth in a Designated Contract listed or described in
Section 5.14 of the Seller Disclosure Letter); and (iii) a brief description of
their jobs or projects currently in progress. There are no Contracts in effect
with respect to the marketing, distribution, licensing or promotion of the
Software or other Seller products or any other Intangible by any independent
salesperson, distributor, sublicensor or other remarketer or sales organization.

(c) Except as limited by the specific and express terms of any
employment Contracts listed in Section 5.14 of the Seller Disclosure Letter and
except for any limitations of general application which may be imposed under
applicable employment Laws, the Seller and its Subsidiaries have the right to
terminate the employment of each of their employees at will and to terminate the
engagement of any of its independent contractors without payment to such
employee or independent contractor other than for services rendered through
termination and without incurring any penalty or liability other than liability
for severance pay in accordance with such Seller's disclosed severance pay
policy.

(d) The Seller and its Subsidiaries are in compliance with all
Laws relating to employment practices. The Seller has delivered or made
available to Parent or its

representatives, accurate and complete copies of all employee manuals and
handbooks, disclosure materials, policy statements and other materials relating
to the employment of the current employees of the Seller and each of its
Subsidiaries.

(e) The Seller and its Subsidiaries have never been a party to or
bound by any union or collective bargaining Contract, nor is any such Contract
currently in effect or being negotiated by or on behalf of the Seller and/or its
Subsidiaries.

(f) Since the incorporation or formation date of the Seller and
each of its Subsidiaries, as applicable, neither the Seller nor its Subsidiaries
have experienced any labor problem that was or is material to them. The
relations of the Seller and its Subsidiaries with their respective employees are
currently on a good and normal basis.

(g) To the Knowledge of the Seller: (i) no employee of the Seller
or its Subsidiaries has received an offer to join a business that may be
competitive with any of the businesses of the Seller and/or its Subsidiaries;
and (ii) no employee of the Seller or its Subsidiaries is a party to or is bound
by any confidentiality agreement, noncompetition agreement or other Contract
(with any Person) that will have an adverse effect on (A) the performance by
such employee of any of his duties or responsibilities as an employee of the
Seller and/or its Subsidiaries, or (B) any of the businesses or operations of
the Seller and/or its Subsidiaries.

(h) The Seller's (and its Subsidiaries') current and past
employees, consultants and contractors have signed agreements with the Seller
and/or one of its Subsidiaries containing restrictions that adequately protect
the proprietary and confidential information of the Seller and its Subsidiaries
and vest in the Seller and/or its Subsidiaries the full and exclusive ownership
of all intellectual property rights in works of authorship, inventions and other
materials developed by such employee, consultant or contractor that are included
in the Intellectual Property Assets.

(i) No current employee of the Seller or its Subsidiaries having
an annual salary of $50,000 or more has indicated an intention to terminate his
or her employment with such Seller. To the Knowledge of the Seller, the
transactions contemplated by this Agreement will not adversely affect relations
with any employees of the Seller.

5.13 Environmental Matters.
---------------------

(a) All activities of the Seller or its Subsidiaries at or upon
the Leased Real Property have been and are being conducted in compliance with
all Laws concerning (a) handling of Hazardous Substances as defined below, (b)
discharges to the air, soil, surface water, or groundwater, and (c) storage,
treatment, disposal of any Hazardous Substances at or connected with any
activity at the Leased Real Property. Except as listed in Section 5.13 of the
Seller Disclosure Letter and heretofore provided or made available to Parent or
its representatives, to the Knowledge of the Seller, there has been no
environmental inspections, investigations, studies, audits, tests, reviews or
other analyses conducted in relation to any property or business now or
previously owned, operated, or leased by the Seller and/or its Subsidiaries.

(b) To the Knowledge of the Seller, no Hazardous Substance is
present in any medium at the Leased Real Property in such a manner as may
require remediation under any applicable Environmental Law. No employee has
brought a claim, or, to the Knowledge of the Seller, overtly threatened to bring
a claim, against the Seller or its Subsidiaries that he was harmed by workplace
exposure to a Hazardous Substance, nor, to the Knowledge of any of the Seller,
is there any basis for such claim.

(c) To the Knowledge of the Seller (a) no polychlorinated biphenyl
or substances containing polychlorinated biphenyl are or have been present at
the Leased Real Property; (b) no asbestos or materials containing asbestos are
or have been present at the Leased Real Property; (c) no radioactive materials
or wastes are or have been present at the Leased Real Property; and (d) no
underground or above ground storage tanks, active or abandoned, are or have been
present at the Leased Real Property.

(d) Neither the Seller nor its Subsidiaries have been notified by
any Government Body or third party of any violation by the Seller and/or its
Subsidiaries or liability of any of such entities under any Environmental Law.
There are no pending civil, criminal, or administrative proceedings against the
Seller and/or its Subsidiaries under any Environmental Law arising out of or
relating to the condition of the Leased Real Property or any of the activities
the Seller and/or its Subsidiaries thereon and the Seller has no Knowledge of
any civil, criminal or administrative proceedings under any Environmental Law
overtly threatened in writing against the Seller and/or its Subsidiaries arising
out of or relating to the condition of the Leased Real Property or any of their
activities thereon. Section 5.13 of the Seller Disclosure Letter includes a
correct and complete list of all of the registrations of the Seller and/or its
Subsidiaries with, licenses, authorizations or approvals from, or Permits issued
pursuant to Environmental Laws by, Government Bodies necessary to conduct any of
the activities of the Seller and/or its Subsidiaries at the Leased Real Property
in compliance with the Environmental Laws, all of which are in full force and
effect.

(e) Neither the Seller nor its Subsidiaries have treated or
disposed of Hazardous Substances nor has the Seller contracted with any third
party for the treatment or disposal of Hazardous Substances.

(f) The Seller has no Knowledge of any facts or circumstances
relating to the Leased Real Property or the business conducted by the Seller and
its Subsidiaries that would be reasonably likely to result in environmental
claims, liabilities or responsibilities being ascribed against the Seller, its
Subsidiaries, Parent or Purchaser and the Seller has not retained or assumed by
Contract, operation of law or otherwise, any liability or responsibility for any
existing environmental claim or condition that would be reasonably likely to
result in liability to the Parent or the Purchaser.

(i) The Seller and its Subsidiaries will cooperate with
Parent and provide all records reasonably requested by Parent covering the
environmental conditions of the Leased Real Property in its possession.

5.14 Contracts.
---------

(a) The Designated Contracts are valid and enforceable in
accordance with their terms, subject to applicable bankruptcy, reorganization,
moratorium, and similar Laws affecting creditor's rights and remedies generally.
Each of the Designated Contracts is in full force and effect and, other than the
proceedings before the Bankruptcy Court, no event has occurred which with or
without the giving of notice or lapse of time, or both, would constitute a
default thereunder. Seller has not received written notice nor has any member
of senior management of Seller been informed that any Designated Contract will
be terminated with or without cause. Other than in connection with the
commencement of Seller's Chapter 11 Case, entry of the Approval Order and except
as set forth on Schedule 2.4 hereto, none of the Designated Contracts requires
------------
the consent of any party to its assignment in connection with the transactions
contemplated hereby. The Designated Contracts constitute all Contracts
necessary to operate the Acquired Business as it is operated currently. Section
5.14 of the Disclosure Letter hereto sets out a complete and accurate list of
all executory contracts, unexpired leases and license agreements relating to the
Acquired Business other than the Designated Contracts (the "Other Contracts").
---------------
There are no oral Designated Contracts relating to or affecting the Acquired
Business which differ in any material respect from the standard written
contracts utilized by such Acquired Business as provided to Parent, Purchaser or
their representatives in connection with its due diligence. The Cure Costs
associated with the Designated Contracts do not exceed the amounts specified on
Schedule 2.4. True and correct copies of each written Designated Contract and
------------
Other Contracts have been delivered to Parent, Purchaser or their
representatives.

(b) With respect to each Contract, Section 5.14 of the Seller
Disclosure Letter does include, as of February 28, 2003, a complete description
of all work remaining to be performed under such Contracts together with an
estimate of the number of person hours required to complete such work, and all
credits granted to or other adjustments made for the customer to be applied
against future payments or purchases, and in the case of non-customer Contracts,
a complete description of remaining obligations under each such Contract.
Except as set forth on Section 5.14 of the Seller Disclosure Letter, all
customers have accepted the Software, products and/or services described in
their respective customer Contracts.

(c) The performance of the Designated Contracts in accordance with
their respective terms will not result in any violation of or failure to comply
with any Judgment or Law applicable to the Acquired Assets or Acquired Business
on or prior to the Closing Date.

(d) No Person is renegotiating, or has the right to renegotiate,
any amount paid or payable to the Seller and/or its Subsidiaries under any
Designated Contract or any other term or provision of any Designated Contract.

5.15 Real Estate. Neither the Seller nor its Subsidiaries own any Real
-----------
Property. Section 5.15 of the Seller Disclosure Letter contains an accurate and
complete list of all Real Property leased or otherwise used by the Seller and/or
each of its Subsidiaries, showing location, rental cost and landlord
(collectively, the "Leased Real Property"). To the Knowledge of the Seller, all
Leased Real Property is in good condition, ordinary wear and tear excepted, and
is

sufficient for the current operations of the Seller and each of its
Subsidiaries. To the Knowledge of the Seller, no such Leased Real Property, nor
the occupancy, maintenance or use thereof, is in violation of, or breach or
default under, any Contract or Law, and no notice or threat from any lessor,
Governmental Body or other Person has been received by the Seller or any of its
Subsidiaries or served upon any such Leased Real Property claiming any violation
of, or breach, default or liability under, any Contract or Law, or requiring or
calling attention to the need for any work, repairs, construction, alteration or
installations. To the Knowledge of the Seller, no Proceedings are pending which
would affect the zoning or use of the Leased Real Property. To the Knowledge of
the Seller, no portion of the Leased Real Property is within an identified flood
plain or other designated flood hazard area as established under any Law or
otherwise by any governmental authority. To the Knowledge of the Seller, all of
the Leased Real Property has direct legal access to, abuts, and is served by a
publicly dedicated and maintained road, which road does and shall provide a
valid means of ingress and egress thereto and therefrom, without additional
expense. All utilities, including water, gas, telephone, electricity, sanitary
and storm sewers, are currently available to all of the Leased Real Property at
normal and customary rates, and are currently reasonably adequate to serve the
Leased Real Property in connection with the current use thereof.

5.16 Customers.
---------

(a) Section 5.16 of the Seller Disclosure Letter contains an
accurate and complete list of (i) each customer of the Seller and each of its
Subsidiaries and (ii) all current prospects and suppliers of the Seller and each
of its Subsidiaries. Except as set forth in Section 5.16 of the Seller
Disclosure Letter, since January 1, 2002, (a) none of the customers or suppliers
of the Seller and/or its Subsidiaries have given notice or otherwise indicated
to the Seller and/or its Subsidiaries that (i) it will or intends to terminate
or not renew its Contract with the Seller and/or its Subsidiaries before the
scheduled expiration date (including, without limitation, any maintenance and/or
support Contracts), (ii) it will otherwise terminate its relationship with the
Seller and/or its Subsidiaries, or (iii) it may otherwise reduce the volume of
business transacted with the Seller and/or its Subsidiaries below historical
levels; and (b) no customer has made a complaint to the Seller or its
Subsidiaries in connection with the provision of the Seller's (or its
Subsidiaries') products or services. The relationship of the Seller and its
Subsidiaries with their respective customers and suppliers is currently on a
good and normal basis, and neither the Seller nor its Subsidiaries have
experienced any problems with customers or suppliers since January 1, 2002. To
the Knowledge of the Seller, the transactions contemplated hereby will not
adversely affect the relations of the Seller and its Subsidiaries with any of
their respective customers or suppliers. The Seller has delivered or made
available to Parent or Purchaser or its representatives, an accurate and
complete copy of the most recent customer surveys of the Seller and its
Subsidiaries. The Seller has not received any notice that any customer has
declined or has no intention to serve as a reference or demonstration site and
there is no basis for such refusal by a customer to serve as a reference or
demonstration site.

(b) Since January 1, 2003, there has been no material degradation
(economic or otherwise) of Seller's customer relationships; provided that for
the time period between the

date hereof and Closing, the announcement of the transactions contemplated by
this Agreement shall not be deemed to have any such material degradation on any
such relationship with Seller.

5.17 Proceedings and Judgments.
-------------------------

(a) Other than Proceedings and Judgments pertaining solely to the
Excluded Liabilities that have or could reasonably be expected to have no affect
on the Acquired Business: (i) No Proceeding is currently pending or, to the
Knowledge of the Seller, threatened in writing, nor has any Proceeding occurred
at any time since December 31, 2002, to which the Seller and/or its Subsidiaries
is or was a party; (ii) no Judgment is currently outstanding, nor has any
Judgment been outstanding at any time since December 31, 2002, against the
Seller and/or its Subsidiaries; and (iii) no breach of contract, breach of
warranty, tort, negligence, infringement, product liability, discrimination,
wrongful discharge or other claim of any nature has been overtly asserted in
writing or, to the Knowledge of the Seller, threatened in writing against the
Seller and/or its Subsidiaries at any time since December 31, 2002, and, to the
Knowledge of the Seller, there is no basis for any such claim that would have a
reasonable likelihood of success on the merits.

(b) As to each matter described in Section 5.16 the Seller
Disclosure Letter, accurate and complete copies of all pertinent pleadings,
judgments, orders and other legal documents have been delivered or made
available to Parent or its representatives.

(c) To the Knowledge of the Seller, no officer or employee of the
Seller and/or it Subsidiaries is subject to any Judgment that prohibits such
officer or employee from engaging in or continuing any conduct, activity or
practice relating to any of the businesses of the Seller and/or its
Subsidiaries.

(d) To the Knowledge of the Seller, there is no proposed Judgment
that, if issued or otherwise put into effect, (i) would be reasonably expected
to have a Seller Material Adverse Effect, or (ii) would be reasonably likely to
have the effect of preventing, delaying, making illegal or otherwise interfering
with any of the transactions contemplated by this Agreement.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Parent and Purchaser represent and warrant to the Seller, as follows:

6.1 Organization. Each of Parent and Purchaser is a corporation that is
------------
duly organized, validly existing and in good standing under the Laws of its
jurisdictions of incorporation. Each of Parent and Purchaser possesses the full
corporate power and authority to own its Assets, conduct its business as and
where such business is presently conducted, and enter into this Agreement.

6.2 Agreement. The execution, delivery and performance of this
---------
Agreement and its consummation of the transactions contemplated by this
Agreement by each of Parent and

Purchaser, (a) have been duly authorized by all necessary corporate actions by
their respective boards of directors; (b) does not constitute a violation of or
default under their respective charters or bylaws; (c) does not constitute a
default or breach (immediately or after the giving of notice, passage of time or
both) under any Contract to which either Parent or Purchaser is a party or by
which they are bound; (d) does not constitute a violation of any Law or Judgment
that is applicable to them or to their respective businesses or Assets, or to
the transactions contemplated by this Agreement; and (e) does not require the
Consent of any Person. This Agreement constitutes the valid and legally binding
agreement of each of Parent and Purchaser, enforceable against them in
accordance with its terms, 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 and other equitable remedies.

6.3 Brokers' and Finders' Fees. Except for fees payable to Broadview
--------------------------
International LLC pursuant to an engagement letter entered into by Parent,
neither Parent nor Purchaser has incurred or will incur, directly or indirectly,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement or any transaction
contemplated hereby.

6.4 Available Funds. Parent has or has available to it, and will make
---------------
available to Purchaser, all funds necessary to satisfy all of Parent's and
Purchaser's obligations under this Agreement.

ARTICLE VII
COVENANTS

7.1 Bankruptcy Court Approvals.
--------------------------

(a) Promptly following the date hereof, Seller will file a motion
or motions with the Bankruptcy Court requesting the entry of (1) the Bidding
Procedures Order substantially in the form attached at Section 7.1(a)(i) (with
such changes thereto as shall be required by the Bankruptcy Court which do not
materially deprive Parent and Purchaser of the benefits of this Agreement and
such form of Order) by the Bankruptcy Court approving the Bidding Procedures
(which include the Break-Up Fee and Purchaser Expenses) and (2) the Approval
Order substantially in the form attached hereto at Schedule7.1(a)(ii) with such
------------------
changes thereto as shall be required by the Bankruptcy Court which do not
materially deprive Parent and Purchaser of the benefits of this Agreement and
such form of Order) by the Bankruptcy Court pursuant to Sections 105(a), 363,
365 and 1146(c) of the Bankruptcy Code.

(b) If the Approval Order or any other orders of the Bankruptcy
Court relating to this Agreement (including the Bidding Procedures Order) shall
be appealed by any Person (or a petition for certiorari or motion for rehearing,
reconsideration or reargument shall be filed with respect thereto), Seller
agrees to take all steps as may be commercially reasonable and appropriate to
defend against such appeal, petition or motion, and Purchaser agrees to
cooperate in such efforts. Each Party hereto agrees to use its commercially
reasonable efforts to obtain an expedited resolution of such appeal, provided
--------
that nothing herein shall preclude the Parties

hereto from consummating the transactions contemplated herein if the Approval
Order shall have been entered and has not been stayed and Purchaser has waived
in writing the requirement that the Approval Order be a Final Order in which
event Purchaser shall be able to assert the benefits of section 363(m) of the
Bankruptcy Code as a consequence of which such appeal shall become moot.

(c) Seller shall cooperate reasonably with Parent and Purchaser
and its representatives in connection with the Bidding Procedures Order,
Approval Order and the related bankruptcy proceedings. Such cooperation shall
include consulting with Parent and Purchaser at Parent's or Purchaser's
reasonable request concerning the status of such proceedings and providing
Parent and Purchaser with copies of requested pleadings, notices, proposed
orders and other documents relating to such proceedings as soon as reasonably
practicable in connection with any submission thereof to the Bankruptcy Court.
Seller further covenants and agrees that the terms of any plan submitted by
Seller to the Bankruptcy Court for confirmation shall not conflict with,
supersede, abrogate, nullify, modify or restrict the terms of this Agreement and
the rights of Parent or Purchaser hereunder, or in any way prevent or interfere
with the consummation or performance of the transactions contemplated by this
Agreement including any transaction that is contemplated by or approved pursuant
to the Approval Order.

7.2 Closing. Seller and Purchaser shall use commercially reasonable
-------
efforts to move towards the Closing as soon as possible following satisfaction
or waiver of the conditions precedent to the Closing.

7.3 Conduct of Business by Seller Pending the Closing. From the date
-------------------------------------------------
hereof until the earlier of the Closing or the termination of this Agreement
pursuant to Article VIII, Seller shall comply in all material respects with the
terms and conditions of the Bankruptcy Code. In addition, from the date hereof,
until the earlier of the Closing or the termination of this Agreement pursuant
to Article VIII, Seller and its Subsidiaries shall not, without the prior
written consent of Parent or Purchaser (i) enter into any customer contract
other than in a manner consistent with past practice; (ii) sell, transfer, or
otherwise dispose of or encumber any material tangible or intangible assets
included in the Acquired Business (other than in the provision of services in
the ordinary course of business in accordance with past practice); (iii) grant
any increase in the compensation or benefits of any employee, including without
limitation, pay any retention or stay put compensation or terminate the
employment of any employee that Purchaser has advised that Seller intends to
offer employment to, except those mutually agreed between parties (other than
pursuant to the terms of any employee retention, incentive, or severance plan
approved by the Bankruptcy Court); (iv) enter into any transaction with respect
to the Acquired Business with any Affiliate; (v) make any dividend or
distribution of any nature (except pursuant to order of the Bankruptcy Court
after prior notice to Purchaser); (vi) commit or enter into any Contract to do
any of the foregoing, save, in all cases, with the prior written consent of
Purchaser; or (vii) without consulting Purchaser, assign, modify, cancel,
reject, fail to exercise a right of renewal or extension under or otherwise
impair or permit to lapse any Designated Contract. Seller shall, to the fullest
extent permitted by Law, consult in good faith with Parent and Purchaser on a
regular and ongoing basis as reasonably requested by Parent or Purchaser, and
inform Parent and Purchaser of all important developments and events in respect
of the

conduct of the Acquired Business. Further, from the date hereof until the
earlier of the Closing or the termination of this Agreement pursuant to Article
VIII, Seller shall use its commercially reasonable efforts to include a
provision to any Contract (other than Contracts that do not relate to the
Acquired Business) entered into by Seller, making such contract freely
assignable to Purchaser.

7.4 Access and Information. Seller shall afford to Parent and Purchaser
----------------------
and to Parent's and Purchaser's financial advisors, legal counsel, accountants,
consultants, and other authorized representatives reasonable access during
normal business hours on reasonable notice throughout the period prior to the
Closing Date to all books, records, properties, and personnel of Seller that
pertain to the Acquired Business and, during such period, shall furnish as
promptly as reasonably practicable to Parent and Purchaser any and all such
information as Parent and Purchaser may reasonably request pertaining to the
Acquired Business. Parent and Purchaser shall be permitted to contact and have
discussions with all customers, prospects and suppliers of Seller and its
Subsidiaries, subject to Seller's right to accompany Parent and Purchaser during
such contacts or discussions.

7.5 Notification.
------------

(a) Each Party shall promptly notify the other of any Proceeding
pending or, to the relevant Party's knowledge, threatened against such Party
which challenges or, if adversely determined, could materially affect the
transactions contemplated hereby.

(b) Seller shall promptly provide written notice to Parent and
Purchaser of any change in any of the information contained in the
representations or warranties made by Seller in Article V or the Seller
Disclosure Letter attached hereto and shall promptly furnish any information
that Parent or Purchaser may reasonably request in relation to such change,
provided that such notice shall not operate to cure any breach of the
--------
representations and warranties made by Seller in Article V above or in any
exhibits or schedules referred to herein save to the extent that such breach
relates solely to the failure to include such information in a timely manner.

7.6 No Inconsistent Action. Neither Parent, Purchaser nor any Seller
----------------------
shall take any action which is materially inconsistent with its obligations
under this Agreement, except with respect to the Auction or as approved by the
Bankruptcy Court.

7.7 Satisfaction of Conditions. Prior to the Closing, each of the
--------------------------
Parties shall use commercially reasonable efforts with due diligence and in good
faith to promptly satisfy all the conditions precedent to the Closing identified
in Article III in order to expedite the consummation of the transactions
contemplated hereby.

7.8 Filings. As promptly as practicable after the execution of this
-------
Agreement, each Party shall take commercially reasonable actions to avoid the
entry of any order or decree by any Governmental Body prohibiting the
consummation of the transactions contemplated hereby and shall furnish to the
other all such information in its possession as may be necessary for the
completion of the notifications to be filed by the other.

7.9 Employment Matters.
------------------

(a) Parent or Purchaser, in conjunction with Seller, shall be
permitted to meet with and interview all employees of Seller and its
Subsidiaries during normal business hours upon reasonable notice. Purchaser
shall offer employment to such employees of Seller as designated by Purchaser,
not more than three (3) days after entry in the Bankruptcy Court of the Approval
Order, whom Purchaser desires to employ in connection with the purchase of the
Acquired Business, on terms provided by Purchaser; provided that (i) such offers
-------- ----
shall be made for positions located in the City of San Francisco, (ii) each such
offeree would be offered a similar position in a similar role as such offerees
enjoyed with Seller and (iii) the base salary compensation (this excludes
benefits, vacation, sick time, personal time, bonuses, commissions and any other
remuneration outside of base salary compensation) for each offeree shall be
substantially similar to his or her existing base salary compensation with the
Seller and provided further that each such offer shall be contingent on
-------- -------
completion of the Closing and on the offeree's compliance with the standard
hiring practices of Purchaser. A full list of employees whom Purchaser elects
to employ shall be submitted to Seller not more than three (3) days after entry
in the Bankruptcy Court of the Approval Order. Neither Parent nor Purchaser nor
shall any of them permit their respective subsidiaries to, prior to the last day
of the Auction, solicit or make offers of employment to any employees of Seller
other than (i) with the prior permission of Seller, or (ii) in accordance with a
general plan for the recruitment of employees agreed with Seller. Each such
employee who accepts such employment as of the Closing, shall be referred to
herein as a "Transferred Employee." Seller shall terminate all Transferred
--------------------
Employees as of the Closing Date and shall pay to such Transferred Employees all
unpaid compensation, as well as all accrued benefits (including, without
limitation, all sick pay and personal time pay other than accrued vacation pay,
earned through the Closing Date).

(b) As soon as is practical after the Closing, Seller shall (i)
take all actions as are necessary or appropriate to fully vest, as of the
Closing Date, the interests of the Transferred Employees under Seller's
retirement plan(s); (ii) provide such employees an election to rollover their
vested interests to Purchaser's defined contribution retirement plan (and
Purchaser shall take all reasonable steps necessary to facilitate such
roll-over); and (iii) rollover the full amount of the vested interests which the
employees have elected to rollover , as soon as possible but not later than
ninety (90) days after the Closing Date, to the accounts of such employees under
Purchaser's defined contribution retirement plan. Purchaser shall have no
liability for any discontinuance, termination or other charges that may be due
to any investment option or management providers or to any plan record keeping
or other agents with respect to such termination and rollover of such employees'
interests from Seller's retirement plan(s) to Purchaser's retirement plan.

(c) Following the Closing Date, Purchaser shall arrange for each
Transferred Employee (including without limitation all dependents) to be
eligible for substantially the same comprehensive medical benefits in the
aggregate (subject to Purchaser's standard employee contribution requirements)
as those received by newly hired employees of Parent or Purchaser, subject to
the provisions of this paragraph. In addition, each Transferred Employee shall
be eligible to participate in Parent's and Purchaser's commission, bonus, stock
option, performance

and other incentive compensation programs as other similarly situated employees
of Parent or Purchaser. In addition, each Transferred Employee shall be eligible
to participate in Parent's and Purchaser's Code Section 401(k) plans as newly
hired employees of Parent or Purchaser, and shall be permitted to roll-over plan
balances from Seller's Code Section 401(k) plans, shall not be given any credit
for years of service with Seller (and its subsidiaries and predecessors) prior
to the Closing Date. Each Transferred Employee shall, to the extent permitted by
law (including the Health Insurance Portability and Accountability Act of 1996,
as amended), applicable tax qualification requirements, and the terms of the
applicable plan of Parent and Purchaser, and subject to any applicable break in
service or similar rule, receive credit for all purposes including, without
limitation, for eligibility to participate and vesting under Purchaser or Parent
employee benefit plans for years of service with Seller (and its subsidiaries
and predecessors) prior to the Closing Date, including vacation accrual but
expressly excluding Code Section 401(k) plans. If applicable, and to the extent
permitted by law (including the Health Insurance Portability and Accountability
Act of 1996, as amended), applicable tax qualification requirements, and the
terms of the applicable plan of Parent and Purchaser, Purchaser will use
commercially reasonable efforts to cause any and all pre-existing condition (or
actively at work or similar) limitations, eligibility waiting periods and
evidence of insurability requirements under any group health plans to be waived
with respect to such Transferred Employees and their eligible dependents and
will use commercially reasonable efforts to provide them with credit for any
co-payments, deductibles, and offsets (or similar payments) made during the plan
year including the Closing Date for the purposes of satisfying any applicable
deductible, out-of-pocket, or similar requirements under any Purchaser or Parent
employee benefit in which they are eligible to participate after the Closing
Date.

7.10 Additional Matters and Further Assurances.
-----------------------------------------

(a) Subject to the terms and conditions of this Agreement, each of
the Parties agrees to use commercially reasonable efforts to consummate and
make effective the transactions contemplated by this Agreement, including using
commercially reasonable efforts to obtain, transfer, convey and assign all
necessary waivers, consents, authorizations, permits, licenses and approvals
required under this Agreement.

(b) In addition to the provisions of this Agreement, from time to
time after the Closing Date, Seller and Purchaser will use commercially
reasonable efforts to execute and deliver such other instruments of conveyance,
transfer or assumption, as the case may be, and take such other actions as may
be reasonably requested to implement more effectively, the conveyance, transfer
and operation, as applicable, of the Acquired Assets and Acquired Business to or
by Purchaser (including the assumption by Purchaser of the Assumed Liabilities).

(c) Prior to the Closing Date, Seller and Purchaser shall
cooperate and take such actions as may be reasonably requested by the other in
order to effect an orderly transfer of the Acquired Business with a minimum of
disruption to the operations and employees of the businesses of the Parties.

7.11 Confidentiality. Each Party hereto acknowledges that the other
---------------
Parties have legitimate and continuing proprietary interests in the protection
of their confidential information and that the Parties have invested substantial
sums and will continue to invest substantial sums to develop, maintain and
protect such confidential information. Prior to and after the Closing, each
Party agrees not to disclose, furnish or make accessible to anyone or use for
its own benefit (other than as contemplated by this Agreement) any trade secrets
or other confidential or proprietary information of another Party relating to
Seller or any of its Subsidiaries, Parent, Purchaser and/or their respective
businesses or the other Parties including information obtained by or revealed to
such Party during any investigations, negotiations or review relating to this
Agreement and any other document contemplated hereby or thereby or any past or
future actions taken in connection with, pursuant to, in accordance with, or
under this Agreement, including any business plans, marketing plans, financial
information, strategies, systems, programs and methods, provided that such
protected information shall not include (i) information required to be disclosed
by Law, legal or judicial process (including a court order, subpoena or order of
a Governmental Body) or the rules of any stock exchange, subject to prior
consultation with the other Party to the extent reasonably practicable, (ii)
information that is or becomes available to the receiving Party on a
non-confidential basis from a source other than the other Parties and not
obtained in violation of this Agreement or the Confidentiality Agreement, (iii)
information that is independently developed by the receiving party without
reference to or use of any information obtained in connection with this
Agreement or the Confidentiality Agreement; and (iv) information known to the
public or otherwise in the public domain without violation of this Section 7.11,
provided, further, that this Section 7.11 shall not in any way limit the
-------- -------
disclosure of information by (a) Seller, Parent or Purchaser to the extent
reasonably required in connection with the commencement and prosecution of the
Seller's Chapter 11 Case or (b) Seller, regarding Seller and the Acquired
Business (i) to other bidders or potential bidders to the extent specifically
permitted by this Agreement or (ii) following the termination of this Agreement.

7.12 Competitive Offers and Inquiries. The Seller shall, within one (1)
--------------------------------
Business Day, notify the Purchaser orally and in writing of all inquiries, or
proposals or requests for information received from any person or entity, and
the material terms and conditions of such inquiry, proposal or request for
information received from any person or entity connection with a potential bid
for the Acquired Assets, and the identity of the person or entity making such
inquiry, proposal or request. Seller shall keep Purchaser fully informed of the
status and details (including amendments or proposed amendments) of any such
inquiry, proposal or request. Upon request by Purchaser, Seller will identify
and furnish to Purchaser all information provided in response to any such
inquiry, proposal or request.

7.13 Seller's Submissions to Bankruptcy Court. Simultaneously with the
----------------------------------------
execution of this Agreement by the Parties, Seller shall file motions necessary
and appropriate to obtain the entry of the Bidding Procedures Order by the
Bankruptcy Court. Seller shall have obtained Bankruptcy Court's entry of the
Bidding Procedures Order not more than 15 days after the Petition Date.

7.14 Restriction on Acceptance of Other Offers. Seller shall not accept
-----------------------------------------
a competing offer except in accordance with the Bidding Procedures.

7.15 Public Disclosure. None of Seller, Parent, Purchaser nor any of
-----------------
their respective Affiliates shall issue or cause the publication of any press
release or other public announcement with respect to this Agreement or the other
transactions contemplated hereby without the prior written consent of the other
party, except as may be required by law or, as applicable to Seller, by any
listing agreement with, or the policies of, The Nasdaq Stock Market, Inc. or any
other quotation system on which the Seller's securities are then listed or
quoted in which circumstance reasonable efforts to consult with the other party
will still be required to the extent practicable.

7.16 Third-Party Consents. As soon as practicable following the date
--------------------
hereof, Parent and the Seller will each use commercially reasonable efforts to
obtain all consents, waivers and approvals under any Designated Contract
identified in Section 5.8(h) of Schedule 1A as may be required to be obtained in
connection with this Agreement.

7.17 Release of Source Code Escrow. Seller shall furnish prompt written
-----------------------------
notice to Purchaser of receipt by Seller of any claim or demand by any third
party for the release from escrow of the source code for any of the Seller
Products, and Seller shall use commercially reasonable efforts to contest and
prevent any such release.

7.18 Customer Information. Seller shall inform Parent and Purchaser of
all details, not less than one (1) Business Day after Seller discovers or is
informed that any of the representations and warranties contained in Section
5.16 are untrue or inaccurate in any respect in which the untruth or inaccuracy
has or would reasonably be expected to have a material adverse effect on the
Seller's relationship with any customer; provided, however, the announcement of
-------- -------
the transactions contemplated by this Agreement shall not be deemed to have a
material adverse effect on any such Seller's relationship.

ARTICLE VIII
TERMINATION

8.1 Termination. This Agreement may be terminated and the transactions
-----------
contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual consent of Seller, Parent and Purchaser;

(b) by either Seller, Parent or Purchaser:

(i) if the Closing has not occurred on or prior to the one
hundred twentieth (120th) day following the issuance of the Approval Order
(provided that any such Party seeking termination under this Section 8.1(b)(i)
--------
is not then in material breach of any provision of this Agreement);

(ii) if a Governmental Body shall have issued an order,
decree or ruling or taken any other action (which order, decree or ruling the
Parties hereto shall use their commercially reasonable efforts to lift), in each
case permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such order, decree, ruling or
other action shall have become final and non-appealable; or

(iii) if the Bankruptcy Court approves a higher and better
offer in accordance with the Bidding Procedures.

(i) if (x) Seller files its bankruptcy petition for Seller's
Chapter 11 Case ("Petition Date") more than two days from the date of this
-------------
Agreement, (y) the Approval Order has not been entered by the Bankruptcy Court
by the thirty-fifth (35th) day following the Petition Date; or (z) if the
Closing has not occurred on or before the forty-sixth (46th) day following the
Petition Date;

(ii) if a default or breach shall be made by Seller with
respect to the due and timely performance of any of its covenants or agreements
contained herein, or if any of its representations or warranties contained in
this Agreement shall have become inaccurate if such default, breach or
inaccuracy has not been cured (if capable of being cured) or waived within
fifteen (15) days after written notice to the Seller specifying, in reasonable
detail, such claimed default, breach or inaccuracy and demanding its cure or
satisfaction and such default, breach or misrepresentation would, if not cured,
---
constitute or would reasonably be expected to constitute a Seller Material
Adverse Effect, provided that if and to the extent that a misrepresentation
--------
consists of the failure to provide information relative to certain facts,
circumstances or matters, the provision of the information in question shall not
constitute cure if the facts, circumstances or matters previously undisclosed,
individually or in the aggregate, constitute or would reasonably be expected to
constitute a Seller Material Adverse Effect; or

(iii) if any of the conditions set forth in Sections 3.1 or
3.3 shall have become incapable of fulfillment or cure and shall not have been
waived by Purchaser.

(d) by Seller (provided that Seller is not then in material breach
--------
of any provision of this Agreement):

(i) if a material default or material breach shall be made by
Parent or Purchaser with respect to the due and timely performance of any of its
covenants or agreements contained herein or if their respective representations
or warranties contained in this Agreement shall have become inaccurate in any
material respect, if such default, breach or inaccuracy has not been cured (if
capable of being cured) or waived within fifteen (15) days after written notice
to Parent or Purchaser (as applicable) specifying in reasonable detail such
claimed default, breach or inaccuracy and demanding its cure or satisfaction; or

(ii) if any of the conditions set forth in Sections 3.1 or
3.2 shall have become incapable of fulfillment or cure and shall not have been
waived by Seller.

8.2 Termination Payments.
---------------------

(a) If this Agreement is terminated (i) by Seller other than as
permitted in this Agreement, (ii) pursuant to Section 8.1(b)(i), Section
8.1(c)(ii) or Section 8.1(c)(iii), in each case

in circumstances which are directly attributable to a material breach of this
Agreement by Seller , or (iii) pursuant to Section 8.1(c)(i) in circumstances
where Seller and its Subsidiaries either did not promptly file the required
motions or did not use its reasonable efforts to diligently pursue the motions
after they were filed, then Seller shall forthwith pay Purchaser, in cash, an
amount equal to the Purchaser's Expenses. Save in the case of fraud, payment of
such amounts shall constitute full discharge of any liability of Seller pursuant
to the terms of this Section 8.2(a).

(b) If this Agreement is terminated pursuant to Section
8.1(b)(iii), then Seller shall pay the Break-Up Fee and the Purchaser's Expenses
to Purchaser contemporaneously with the time of closing with the successful
offeror and out of the proceeds of such closing.

(c) Subject to Section 8.2(d) below, if this Agreement is
terminated under circumstances not directly attributable to a material breach,
default, action or omission of Parent or Purchaser and the Bankruptcy Court
---
either (i) approves pursuant to section 363 of the Bankruptcy Code a sale (by
sale of assets, sale of stock, merger, exchange or otherwise) of all or
substantially all of the Acquired Business to a third party within six (6)
months after such termination of this Agreement, or (ii) confirms a plan of
reorganization for Seller pursuant to Section 1129 of the Bankruptcy Code, as a
result of which plan a person or persons other than the lenders to or
shareholders in Seller shall control Seller, within twelve (12) months after
such termination of this Agreement, then Seller shall pay to Purchaser the
Break-Up Fee at the time of the sale (with respect to (i) above) or at the time
of the confirmation of the plan (with respect to (ii) above).

(d) If this Agreement is terminated pursuant to Section 8.1(a),
Section 8.1(b)(i) (in circumstances which are not directly attributable to a
material default, breach, action or omission of any Party), or Section
8.1(b)(ii), no Party shall be entitled to any payment hereunder and each Party
shall bear its own costs and expenses.

8.3 Procedure and Effect of Termination.
-----------------------------------

(a) If this Agreement is terminated under Section 8.1, written
notice thereof shall forthwith be given to the other Parties to this Agreement
and this Agreement shall terminate (subject to the provisions of Sections 8.2 or
8.3) and the transactions contemplated hereby shall be abandoned without further
action by any of the Parties hereto.

(b) If this Agreement is terminated as provided herein, then:

(i) upon request therefor each Party shall redeliver all
documents, work papers and other material of any other Party relating to the
transactions contemplated hereby, whether obtained before or after the execution
hereof, to the Party furnishing the same; and

(ii) the Parties shall be released from future performance
and no Party hereto shall have any liability or further obligation to any other
Party resulting from such termination under this Agreement or otherwise except
(x) any Party entitled to the payment of any sum, expense reimbursement or the
Break-Up Fee pursuant to this Section 8 shall be entitled

to enforce such obligation; (y) Sections 7.13 and ARTICLE IX shall survive such
termination; and (z) nothing herein shall relieve any Party from liability for
any willful breach of this Agreement. No termination of this Agreement (whereby
the Parent or Purchaser does not acquire the Acquired Business) shall affect the
obligations of the Parties contained in the Confidentiality Agreement, all of
which obligations shall survive termination of this Agreement in accordance with
their terms.

ARTICLE IX
GENERAL PROVISIONS

9.1 Notices. All notices and other communications hereunder shall be in
-------
writing and shall be deemed duly given (i) on the date of delivery if delivered
personally, (ii) on the date of confirmation of receipt (or, the first Business
Day following such receipt if the date is not a Business Day) of transmission by
telecopy or telefacsimile, or (iii) on the date of confirmation of receipt (or,
the first Business Day following such receipt if the date is not a Business Day)
if delivered by a nationally recognized courier service. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions as
may be designated in writing by the party to receive such notice:

(a) if to Parent or Purchaser, to:

Primavera Software, Inc.
Three Xxxx Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, Chief Executive Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

with copies to:

Blank Rome LLP
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, Esquire
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

and

Blank Rome LLP
Chase Manhattan Centre
0000 Xxxxxx Xxxxxx
Xxxxx 000

Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Esquire
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

if to Seller, to:

Evolve Software, Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, C.E.O.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

with copies to:

Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P. C.
Xxx Xxxxxx
Xxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxx, Esquire
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

and

Young, Conaway, Stargatt & Xxxxxx LLP
The Brandywine Building
0000 Xxxx Xxxxxx, 00xx Xxxxx
P. O. Xxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

9.2 Interpretation; Knowledge.
-------------------------

(a) When a reference is made in this Agreement to Exhibits, such
reference shall be to an Exhibit to this Agreement unless otherwise indicated.
When a reference is made in this Agreement to Sections, such reference shall be
to a section of this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.

(b) For purposes of this Agreement, the term "Knowledge" means,
with respect to the Seller, with respect to any matter in question, that one or
more of Xxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxxxx Xxxx (for purposes of
the signing date and not the Closing Date), Xxxxx Xxxxxxxxx or Xxxxxxxxxxx Xxxx
has any knowledge. For this purpose, "knowledge" means actual knowledge of such
applicable Person referenced above requiring due inquiry of Xxx Xxxxxx, Xxx
Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Ali (Xxx) Xxxxxx, Xxxxx Xxxx, Ata
Tahvildary, Xxxx Xxxxxxx or Xxxxxxxx Xxxx Xxxxxxxx and any other employee,
independent contractor, agent or other representative such Person reasonably
believes has knowledge of the fact(s) in question.

9.3 Counterparts; Facsimile. This Agreement may be executed in two or
-----------------------
more counterparts, including by facsimile, all of which shall be considered one
and the same agreement and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other party, it
being understood that all parties need not sign the same counterpart.

9.4 Entire Agreement; Third-Party Beneficiaries. This Agreement and the
-------------------------------------------
documents and instruments and other agreements among the Parties hereto as
contemplated by or referred to herein, including the Seller Disclosure Letter
(i) constitute the entire agreement among the Parties with respect to the
subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof, it being understood that the Confidentiality Agreement shall continue in
full force and effect until the Closing and shall survive any termination of
this Agreement (whereby Purchaser or Parent does not acquire the Acquired
business) and (ii) are not intended to confer upon any other Person any rights
or remedies hereunder, except as specifically provided otherwise herein.

9.5 Severability. In the event that any provision of this Agreement or
------------
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other Persons or circumstances will be interpreted so as reasonably
to effect the intent of the Parties hereto. The Parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the greatest extent possible, the
economic, business and other purposes of such void or unenforceable provision.

9.6 Other Remedies; Specific Performance.
------------------------------------

(a) Other Remedies. Except as otherwise provided herein, any and
--------------
all remedies herein expressly conferred upon a party will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or equity
upon such party, and the exercise by a party of any one remedy will not preclude
the exercise of any other remedy. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.

(b) Specific Performance. It is accordingly agreed that the
--------------------
Parties shall be entitled to seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.

9.7 Governing Law; Jurisdiction. This Agreement shall be governed by
---------------------------
and construed in accordance with the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of law thereof. Each party hereby (a) irrevocably and unconditionally submits to
the exclusive jurisdiction of the Bankruptcy Court, with respect to all actions
and proceedings arising out of or relating to this Agreement and the transaction
contemplated hereby, (b) agrees that all claims with respect to any such action
or proceeding shall be heard and determined in such courts and agrees not to
commence an action or proceeding relating to this Agreement or the transactions
contemplated hereby except in such courts, (c) irrevocably and unconditionally
waives any objection to the laying of venue of any action or proceeding arising
out of this Agreement or the transactions contemplated hereby and irrevocably
and unconditionally waives the defense of an inconvenient forum, (d) consents to
service of process upon him, her or it by mailing or delivering such service to
the address set forth in Section 9.1 hereof, and (e) agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

9.8 Rules of Construction. The Parties hereto agree that they have been
---------------------
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

9.9 Assignment. No party may assign either this Agreement or any of its
----------
rights, interests, or obligations hereunder without the prior written approval
of the other Parties; provided, however, that Parent or Purchaser can assign any
of their respective rights and obligations to any direct or indirect
wholly-owned Subsidiary of Parent, but no such assignment shall relieve Parent
or Purchaser, as the case may be, of its obligations hereunder. Any purported
assignment in violation of this Section 9.9 shall be void. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and permitted
assigns.

9.10 Waiver of Jury Trial. EACH OF PARENT, PURCHASER AND SELLER
--------------------
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

9.11 Court Approval. This Agreement is subject to Approval Order.
--------------
This Agreement is subject to termination in accordance with the terms hereof if
Approval Order is not approved by Bankruptcy Court.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, as of the
date first above written.

PRIMAVERA SOFTWARE, INC.

By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: CEO

PRIMAVERA SYSTEMS, INC.

By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: CEO

EVOLVE SOFTWARE, INC.

By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: President

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]

ANNEX A

Unless otherwise defined herein, terms used herein shall have the meanings
set forth below:

"Accountant" shall have the meaning set forth in Section 2.3(b)(iv) hereof.
----------

"Accounts Receivable" means, in accordance with generally accepted
-------------------
accounting principles in the United States of America ("GAAP") (a) any right to
----
payment for goods sold, leased or licensed or for services rendered, whether or
not it has been earned by performance, whether billed or unbilled, and whether
or not it is evidenced by any Contract; (b) any note receivable; or (c) any
other receivable or right to payment of any nature.

"Accrued PTO Liability" shall have the meaning set forth in Section 2.11
---------------------
hereof.

"Acquired Assets" means the assets listed in Schedule 1A and all
--------------- -----------
Intellectual Property Assets whether or not included in Schedule 1A.

"Acquired Business" means the businesses comprising the Acquired Assets,
-----------------
subject to the Assumed Liabilities.

"Affiliates" means with respect to any Person, any other Person
----------
controlling, controlled by or under common control with such first Person. The
term "control" (including, with correlative meaning, the terms "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise

"Agreement" means this Asset Purchase Agreement, including all Annexes,
---------
Exhibits and Schedules hereto, as the same may be amended from time to time in
accordance with its terms.

"Approval Order" shall have the meaning set forth in the Recitals hereof.
--------------

"Assumed Liabilities" shall have the meaning set forth in Section 2.6
-------------------
hereof.

"AR Rejection Notice" shall have the meaning set forth in Section 2.3(b)(i)
-------------------
hereof.

"Auction" shall have the meaning set forth in Schedule 7.1(a)(i) to this
------- ------------------
Agreement.

"Bankruptcy Code" means title 11 of the United States Code Sec.
---------------
101-1330.

"Bankruptcy Court" means the United States Bankruptcy Court for the
----------------
District of Delaware, having jurisdiction over Seller and its assets in the
Seller's Chapter 11 Case.

"Bidding Procedures" shall be the bidding procedures in the Bidding
------------------
Procedures Order set forth in Schedule 7.1(a) to this Agreement.
---------------

"Bidding Procedures Order" shall have the meaning set forth in Section
------------------------
7.1(a) hereof.

"Xxxx of Sale" shall have the meaning set forth in Section 4.2(a) hereof.
------------

"Break-Up Fee" shall have the meaning set forth in Schedule 7.1(a)(i) to
------------ ------------------
this Agreement.

"Business Day" shall mean a day other than a Saturday, Sunday or other day
------------
on which commercial banks in New York, New York are authorized or required by
Law to close.

"Closing" shall have the meaning set forth in Section 4.1 hereof.
-------

"Closing Date" means the date set forth in Section 4.1 hereof.
------------

"Closing Payment" shall have the meaning set forth in Section 2.2 hereof.
---------------

"Confidentiality Agreement" shall mean that certain Mutual Non-Disclosure
-------------------------
Agreement dated August 7, 2002, as amended February 6, 2003, between Seller and
Purchaser

"Contract" means any written or oral contract, agreement, instrument,
--------
order, arrangement, commitment or understanding of any nature, including sales
orders, purchase orders, leases, subleases, data processing agreements,
maintenance agreements, license agreements, sublicense agreements, loan
agreements, promissory notes, security agreements, pledge agreements, deeds,
mortgages, guaranties, indemnities, warranties, employment agreements,
consulting agreements, sales representative agreements, joint venture
agreements, buy-sell agreements, option agreements or warrants.

"Copyright" shall have the meaning set forth in the definition of
---------
"Intellectual Property".
---------------------

"Cure Costs" shall have the meaning set forth in Section 2.5 hereof.
----------

"Designated Contracts" shall have the meaning set forth in Section 2.4
--------------------
hereof.

"Disputed Amount" shall have the meaning set forth in Section 2.3(b)(i)
---------------
hereof.

"Dollars" or "$" means dollars of the United States of America.
------- -

"Domain Names" means all Internet domain names owned by the Seller or its
------------
Subsidiaries or operated by Seller or its Subsidiaries in the conduct of their
respective businesses.

"Employee Benefit Plan" means any employee benefit plan as defined in
---------------------
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and any other plan, program, policy or arrangement for or regarding
-----
bonuses, commissions, incentive compensation, severance, vacation, deferred
compensation, pensions, profit sharing, retirement, payroll savings, stock
options, stock purchases, stock awards, stock ownership, phantom stock, stock
appreciation rights, medical/dental expense payment or reimbursement, disability
income or protection, sick pay, group insurance, self insurance, death benefits,
employee welfare or fringe benefits of any nature; but not including employment
Contracts with individual employees.

"Evaluation Period" shall have the meaning set forth in Section 2.3(b)(i)
-----------------
hereof.

"Environmental Laws" means all applicable Laws (including consent decrees
------------------
and administrative orders) relating to the public health and safety and
protection of the environment including those governing the use, generation,
handling, storage and disposal or cleanup of Hazardous Substances, all as
amended.

"ERISA" shall have the meaning set forth in Section 5.11(b) hereof.
-----

"Excluded Assets" shall have the meaning set forth in Section 2.1 hereof.
---------------

"Excluded Liabilities" shall have the meaning set forth in Section 2.6
--------------------
hereof.

"Final Order" means that as to any respective order that the appeal period,
-----------
with respect to such order, has expired without extension and without an appeal
being filed or a stay being obtained.

"GAAP" shall have the meaning set forth in the definition of "Accounts
---- --------
Receivable".
----------

"Governmental Body" means any: (a) nation, principality, republic, state,
-----------------
commonwealth, province, territory, county, municipality, district or other
jurisdiction of any nature; (b) federal, state, local, municipal, foreign or
other government; (c) governmental or quasi-governmental authority of any nature
(including any governmental division, subdivision, department, agency, bureau,
branch, office, commission, council, board, instrumentality, officer, official,
representative, organization, unit, body or Entity and any court or other
tribunal); (c) multi-national organization or body; or (d) individual, Entity or
body exercising, or entitled to exercise, any executive, legislative, judicial,
administrative, regulatory, police, military or taxing authority or power of any
nature (including the Bankruptcy Court).

"Hazardous Substances" means any substance, waste, contaminant, pollutant
--------------------
or material that has been determined by any Governmental Body in, under or
pursuant to any Environmental Law to be capable of posing a risk of injury or
damage to health, safety, property or the environment including (a) all
substances, wastes, contaminants, pollutants and materials defined, designated
or regulated as hazardous, dangerous or toxic pursuant to any Law, and (b)
asbestos, polychlorinated biphenyls ("PCBs"), petroleum, petroleum products and
urea formaldehyde, but excluding office and janitorial supplies.

"Inbound Licenses" shall have the meaning set forth in Section 5.8(h).
----------------

"Inbound Rights" means (A) such Intellectual Property in which the Seller
--------------
or its Subsidiaries are granted rights by other Persons under the licenses or
other agreements as are listed in Section 5.8(h) of the Seller Disclosure
Letter, and (B) Off-The-Shelf Internal Use Software.

"Intangible" means any corporate name, fictitious name, trademark,
----------
trademark application, service xxxx, service xxxx application, trade name, brand
name, product name, slogan, trade secret, know-how, patent, patent application,
copyright, copyright application,

design, logo, formula, invention, product right, technology or other intangible
asset of any nature in use in the Acquired Business.

"Intellectual Property" means: (i) all rights in Software; (ii) all
---------------------
patents, patent applications, and patent rights (collectively, "Patents"); (iii)
-------
all trade names, product names, brand names, trade dress, logos, packaging
design, slogans, registered and unregistered trademarks and service marks and
applications (collectively, "Marks"); (iv) all copyrights in both published and
-----
unpublished works, including without limitation all compilations, databases and
computer programs, and all copyright registrations and applications, and all
derivatives, translations, adaptations and combinations of the above
(collectively, "Copyrights"); (v) all inventions and discoveries and invention
----------
disclosures (whether or not patentable) know-how, trade secrets, confidential or
proprietary information, research in progress, algorithms, data, designs,
processes, formulae, drawings, schematics, blueprints, source code, flow charts,
models, prototypes, techniques, Beta testing procedures and Beta testing results
(collectively, "Trade Secrets"); and (vi) all goodwill associated with Marks and
-------------
claims of infringement against third parties related to the intellectual
property rights described in clauses (i) through (vi) above (the "Rights").
------

"Intellectual Property Assets" means the Intellectual Property (i)
----------------------------
owned by Seller (or solely with respect to the Patent owned by Infowide, Inc.
that is the subject of the assignment attached as Exhibit 3.3(k)(ii) hereto,
owned by Infowide, Inc.) or (ii) used by it in the Acquired Business or
otherwise necessary for the ownership and use of the Acquired Assets or the
conduct of the Acquired Business, excluding Inbound Rights.

"Judgment" means any order, writ, injunction, citation, award, decree or
--------
other judgment of any nature of any Governmental Body.

"Law" means any provision of any foreign, federal, state or local law,
---
statute, ordinance, charter, constitution, treaty, code, rule, regulation or
guideline.

"Leased Real Property" means all real property leased and used or held for
--------------------
use by Seller in the operation of the Acquired Business.

"Legal Requirements" means any federal, state, local, municipal, foreign or
------------------
other law, statute, constitution, principle of common law, resolution,
ordinance, code, order, edict, decree, rule, regulation, ruling judgment, or
requirement issued, enacted, adopted, promulgated, implemented or otherwise put
into effect by or under the authority of any Governmental Body.

"Lien" means any security interest, lien, charge, mortgage, deed,
----
assignment, pledge, right of first refusal, reservation, conditional sale,
charge of any nature, hypothecation, claim, encumbrance, easement, restriction
or interest of another Person of any kind or nature, except for nonexclusive
end-user licenses for Seller Products entered into in the ordinary course of
Seller's business pursuant to customer contracts.

"Marks" has the meaning set forth in the definition of "Intellectual
----- ------------
Property".
--------

"Nondisclosure Contracts" has the meaning set forth in Section 5.8(m).
-----------------------

"Off-The-Shelf Internal Use Software" means shrinkwrap or clickwrap
-----------------------------------
software licenses granted to the Seller or its Subsidiaries for third party
software used internally by Seller or its Subsidiaries.

"Parent" means Primavera Software, Inc.
------

"Party" or "Parties" are those Persons listed in the first paragraph of
----- -------
this Agreement.

"Patent" has the meaning set forth in the definition of "Intellectual
------ ------------
Property".
--------

"Permit" means any license, permit, approval, waiver, order, authorization,
------
right or privilege of any nature, granted, issued, approved or allowed by any
Governmental Body.

"Person" means any corporation, partnership, joint venture, limited
------
liability company, organization, entity, authority, individual or Governmental
Body.

"Petition Date" shall have the meaning set forth in Section 8.1(c).
-------------

"Preliminary Closing Date Qualified Receivables Amount" means the aggregate
-----------------------------------------------------
amount of the Qualified Receivables as stated on the updated Section 5.6 of the
Seller Disclosure Letter delivered by the Seller on the Closing Date.

"Proceeding" means any demand, claim, suit, action, litigation,
----------
investigation, arbitration, administrative hearing or other proceeding of any
nature.

"Purchaser" means Primavera Systems, Inc.
---------

"Purchase Price" shall have the meaning set forth in Section 2.2 hereof.
--------------

"Purchaser's Expenses" shall mean Purchaser's and Parent's aggregate
--------------------
reasonable out-of-pocket expenses (including reasonable financial advisors',
accountants' or attorneys' fees and expenses), up to a maximum aggregate amount
of $260,000 incurred in connection with the negotiation and performance of this
Agreement and its due diligence investigation of the Seller and the Acquired
Assets and the Acquired Business in connection with this Agreement.

"Qualified Receivable" means any (i) Accounts Receivable of Seller, that is
--------------------
aged ninety days or less as of an applicable date, less (ii) any Accounts
Receivable (or portion thereof) described in (i) above, attributable to deferred
revenues for maintenance or professional services not yet provided to a customer
(calculated in accordance with GAAP) as of such applicable date.

"Real Property" means any real estate, land, building, condominium, town
-------------
house, structure or other real property of any nature, all shares of stock or
other ownership interests in cooperative or condominium associations or other
forms of ownership interest through which interests in real estate may be held,
and all appurtenant and ancillary rights thereto, including easements,
covenants, water rights, sewer rights and utility rights.

"Real Property Leases" means all written leases in effect as of the date
--------------------
hereof with respect to the Leased Real Property.

"Receivables Holdback" shall have the meaning set forth in Section 2.3
--------------------
hereof.

"Response Notice" shall have the meaning set forth in Section 2.3(b)(ii)
---------------
hereof.

"Schedules" means the schedules hereto.
---------

"Seller" shall have the meaning set forth in the first paragraph of this
------
Agreement.

"Seller Material Adverse Effect" means any material adverse change, event,
------------------------------
circumstance, condition or effect on or to the financial condition, financial
performance, business or assets of the Acquired Business (excluding the Excluded
Assets and Excluded Liabilities), without giving effect to such changes, events,
circumstances, conditions or effects (a) generally affecting the industry in
which Seller and its Subsidiaries operate or arising from changes in the general
business or economic conditions in the United States or in any jurisdiction in
which the business of the Seller and its Subsidiaries is conducted, but not
disproportionately affecting the Seller, (b) resulting from war (whether or not
declared), acts of terrorism, or the commencement or escalation of hostilities
against terrorism, (c) resulting from any change in GAAP or other accounting
requirements or principles or any change in applicable rules or regulations or
the interpretation thereof, (d) resulting from changes in the stock price or
trading volume of the Seller's securities, including any delisting of the
Seller's common stock from the Nasdaq SmallCap Market, (e) resulting from the
institution of litigation alleging breach by any of Seller's officers or
directors of their fiduciary duties in connection with the Seller's entry into
this Agreement or the commencement of Seller's Chapter 11 Case or (f) resulting
from the announcement, pendency or consummation of Seller's Chapter 11 Case or
the acquisition of the Acquired Business by Purchaser, including any effect on
employees, customers, suppliers or distributors.

"Seller Product" means Software comprising any product or service marketed
--------------
or sold or offered for license or sale by Seller prior to the Closing Date.

"Seller's Chapter 11 Case" means the case commenced by Seller within two
------------------------
days from the date hereof under Chapter 11 of the Bankruptcy Code, in the
Bankruptcy Court.

"Signing Date Qualified Receivables Amount" means the aggregate amount of
-----------------------------------------
Qualified Receivables as stated on Section 5.6 of the Seller Disclosure Letter
(such disclosure referencing information as of December 31, 2002), delivered by
the Seller on the date hereof.

"Software" means any computer program, operating system, applications
--------
system, firmware or software of any nature, whether operational, under
development or inactive, including all object code, source code, technical
manuals, user manuals, test scripts and other documentation therefor, whether in
machine-readable form, programming language or any other language or symbols,
and whether stored, encoded, recorded or written on disk, tape, film,

memory device, paper or other media of any nature, and any databases necessary
in the use of the computer program, operating system, application, firmware or
software.

"Subsidiaries" means Infowide, Inc., a Delaware corporation, Evolve
------------
Software Europe, Ltd., a United Kingdom corporation, Evolve Systems, Ltd., a
United Kingdom corporation, Evolve International, Inc., a Delaware corporation,
Evolve Software (India) Pvt. Ltd., an India corporation and Evolve Canada, Inc.,
a New Brunswick, Canada corporation.

"Tangible Property" means any furniture, fixtures, leasehold improvements,
-----------------
vehicles, office equipment, computer equipment, other equipment, machinery,
tools, forms, supplies or other tangible personal property of any nature.

"Taxes" means all taxes, charges, fees, duties, levies or other
-----
assessments, including income, gross receipts, net proceeds, ad valorem,
turnover, real and personal property (tangible and intangible), sales, use,
franchise, excise, value added, license, payroll, unemployment, environmental,
customs duties, capital stock, disability, stamp, leasing, lease, user,
transfer, fuel, excess profits, occupational and interest equalization, windfall
profits, severance and employees' income withholding and Social Security taxes
imposed by the United States or any other country or by any state, municipality,
subdivision or instrumentality of the United States or of any other country or
by any other tax authority, including all applicable penalties and interest, and
such term shall include any interest, penalties or additions to tax attributable
to such Taxes.

"Tax Return" means any report, return or other information required to be
----------
supplied to a taxing authority in connection with Taxes.

"Trade Secrets" has the meaning set forth in the definition of
-------------
"Intellectual Property".
---------------------

"Transferred Employee" shall have the meaning set forth in Section 7.9(a)
--------------------
hereof.

"Undisclosed Contract" shall have the meaning set forth in Section 2.4
--------------------
hereof.

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ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC. TABLE OF CONTENTS

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