to such paragraph or subsection of a relevant Disclosure Schedule from which such item is omitted.  Company represents and warrants to EFX and Merger Sub that except as set forth in the Disclosure Schedules (in the manner described herein), each of the representations, warranties and statements in the following Sections of this Article 6 is true and correct as of the date of this Agreement and again as at the Closing Date (except to the extent such changes result from actions taken by the Company that are permitted or required by the covenants set forth in this Agreement), except to the extent such representation, warranty or statement speaks as of an earlier date, in which case such representation, warranty or statement is true and correct as of such earlier date:

Section 6.1                Organization; Qualifications; Corporate Power.  Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, and to carry on its business as presently conducted.  Company is qualified or licensed to do business as a foreign corporation in all jurisdictions identified on Schedule 6.1.  Company has provided EFX with complete and accurate copies of (i) the minutes and other similar records of meetings or consent actions of the Stockholders and the Board of Directors (and committees of the Board of Directors), which contain all records of meetings and consent actions taken in lieu thereof by the Stockholders and the Board of Directors (and committees of the Board of Directors) pursuant to which any formal action was taken, and show all corporate actions taken by such stockholders and such directors, and any committees thereof, for Company, (ii) the share transfer records, which reflect fully all issuances, transfers and redemptions of the capital stock of Company since the date of its incorporation; and (iii) the Certificate of Incorporation and Bylaws.

Section 6.2                Authorization.  Company has all requisite power and authority to execute and deliver this Agreement and, subject to Requisite Stockholder Approval, to perform its obligations hereunder.  The execution and delivery of this Agreement and, subject to the adoption of this Agreement and the approval of the Merger by Requisite Stockholder Approval, the performance by Company of this Agreement and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Company.  Without limiting the generality of the foregoing, the Board of Directors of Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair to, advisable and in the best interests of Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of Company for their approval and adoption and resolved to recommend that the stockholders of Company vote in favor of the approval and adoption of this Agreement and the approval of the Merger.  This Agreement has been duly and validly executed and delivered by Company and constitutes the valid and binding obligations of Company, enforceable against Company in accordance with its terms, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Section 6.3                Subsidiaries and Affiliates.  Company does not own nor does it have any interest, direct or indirect, or any commitment to purchase or otherwise acquire, any Investment, direct or indirect, in any Person.  For purposes of this Section 6.3, “Investment”

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shall mean loans, capital stock, partnership interests, other equity interests and other debt and equity instruments, other than cash equivalents reflected on the Most Recent Balance Sheet.

Section 6.4                Ownership of Capital Stock.

(a)           The authorized capital stock of Company consists of:  (i) 20,000,000 shares of Common Stock and (ii) 20,000 shares of Preferred Stock.  As of the date of this Agreement, 12,117,159 shares of Common Stock are issued and outstanding, 4,890,000 shares of Common Stock are reserved for issuance pursuant to the Option Plan, which reserved amount includes 522,000 shares of Common Stock previously reserved for issuance pursuant to the ISO Plan, and no shares of Preferred Stock are issued and outstanding.  Of such 4,890,000 shares of Common Stock reserved for issuance pursuant to the Option Plan and the ISO Plan, as of the date of this Agreement, and Company Options to purchase 3,349,300 shares of Common Stock are outstanding.  No shares of Company capital stock are held in the treasury of Company.

(b)           Schedule 6.4 sets forth a complete and accurate list, as of the date of this Agreement, of (i) all Stockholders of Company, indicating the number of Company Shares held by each, the state of residence or jurisdiction of incorporation or organization of each Stockholder, and (ii) all outstanding Company Options to purchase Company Shares pursuant to the Option Plan, the ISO Plan or otherwise (“Options”) all warrants to purchase Company Shares (“Warrants”), indicating (A) the holder thereof, the state of residence or jurisdiction of incorporation or organization of such holder and whether such holder is or was an employee of Company and if the holder of such rights is no longer an employee of Company, the date such holder’s rights to purchase shares expires under the agreement evidencing or granting such rights, (B) the number of Company Shares subject to each such Option and Warrant, (C) the exercise price, date of grant, and expiration date for each Option or Warrant, (iii) any stock or equity-related plans of Company, and (iv) any other agreements, convertible securities or other commitments pursuant to which Company is or may become obligated to issue any shares or other securities of Company.  All of the Options and Warrants will terminate and be of no further force or effect at the Effective Time, except in the case of any Warrants which have not been exercised or terminated at the Effective Time, which such unexercised Warrants will thereafter be exercisable only for an amount in cash equal to the Company Warrant Consideration, in each case times the number of shares of Common Stock for which such Company Warrant was theretofore exercisable, and none of Company, EFX, Merger Sub or the Surviving Corporation shall, thereafter, have any liability or obligation, including any obligation to pay any consideration, with respect thereto.

(c)           All of the issued and outstanding Company Shares are, and all Company Shares that may be issued upon exercise of Company Options or Warrants will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, and nonassessable.  No Person has, and immediately upon consummation of the Merger and the other transactions contemplated by this Agreement no Person will have, any preemptive or similar rights to purchase or otherwise acquire any capital stock or other security of Company pursuant to the DGCL or any agreement to which Company is a party or to which it may be subject or by which it may be bound.  All of the issued and outstanding Company Shares and all other capital or other securities previously issued and outstanding of Company or any of its predecessors, were offered, issued and sold in accordance with all applicable securities Laws.  Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Company has no Liability for dividends declared or accrued, but unpaid, with respect to its

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capital stock.  Except as set forth on Schedule 6.4, Company has not purchased or redeemed any of its capital stock, and has not paid any dividend or made any other payment to its stockholders in such capacity within the past year.  Other than the Company Options and Warrants listed on Schedule 6.4, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which Company is a party or which are binding upon Company providing for the issuance or redemption of any of its capital stock.  There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Company.  Other than as set forth on Schedule 6.4, there are no agreements to which Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or any foreign securities Law, or sale or transfer (including agreements relating to preemptive rights, rights of first refusal, co-sale rights, or “drag-along” rights) of any securities of Company, nor any Actions relating thereto.

Section 6.5                No Conflicts.  Except as set forth on Schedule 6.5, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Company will not (a) violate any Law applicable to Company or any of its properties or assets or (b) with due notice or lapse of time, or both, conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, indenture, mortgage, lease or other material written contract, agreement or instrument to which Company is a party or by which it or any of its properties or assets is bound or affected, or result in the creation of any Lien upon any of the properties or assets of Company under the Certificate of Incorporation or Bylaws.

Section 6.6                No Consent or Approval Required.  Except as set forth on Schedule 6.6, no consent of any Person and no consent, approval or authorization of, or declaration to or filing with, any court or any Government is required of Company for the valid authorization, execution and delivery of this Agreement, or for the consummation of the transactions contemplated hereby, other than for (i) the Government approval required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations and rules promulgated pursuant thereto (the “HSR Filing”) and (ii) the filing of the Certificate of Merger.

Section 6.7                Financial Statements; No SEC Filings.  Schedule 6.7(a)  contains the financial statements of Company, as audited by BDO Seidman (“Company Auditor”), consisting of a balance sheet and the related statements of operations, changes in stockholders’ equity, and of cash flows, together with any related notes and schedules for the periods as at and ending September 30, 2008, with the unqualified opinion of Company Auditor thereon (collectively, the “Audited Financial Statements”).  Except as set forth on Schedule 6.7(b), the Audited Financial Statements have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the financial condition of Company as at the respective dates thereof and the results of its operations and cash flows for the periods then ended and are consistent with the books and records of Company.  Schedule 6.7(c)  contains the unaudited financial statements of Company for the eleven-month period ending at August 31, 2009 and an unaudited balance sheet as of August 31, 2009 (the “Most Recent Balance Sheet”, with such date referred to as the “Most Recent Balance Sheet Date”) as of such date (the “Interim Financial Statements”; together with the Audited Financial Statements, the “Financial Statements”).  Except as set forth on Schedule 6.7(d), the Interim Financial Statements have been prepared in accordance with GAAP consistently applied (except for the

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absence of required footnotes and subject to normal and recurring year-end audit adjustments not material in amount), present fairly in all material respects the financial position and the results of operations of the Business as conducted by Company as at and for the periods then ended, and are consistent with the books and records of the Company.  The Company has never been required to file any forms, notifications or reports with the SEC which it has not filed.

Section 6.8                Absence of Changes.  From the date of the Most Recent Balance Sheet and except as set forth on Schedule 6.8:

(a)                                 Company has not entered into any material transaction which was not in the ordinary course of business;

(b)                                 Company has not changed or amended in any material respect any contract set forth on Schedule 6.10(a) by which Company or any of its assets or properties, are bound or subject, except as contemplated by this Agreement;

(c)                                  there has been no mortgage, pledge, sale, assignment or transfer of any tangible or intangible assets of Company, except, with respect to tangible assets, in the ordinary course of business consistent with past practices;

(d)                                 there has been no damage or destruction (whether or not covered by insurance) affecting the Business, assets, properties, operations or condition (financial or otherwise), or results of operations of Company, in any material respect;

(e)                                  there has been no issuance of any bonds, notes or other securities of Company, or any agreement or commitment therefor (including options, warrants or rights or agreements or commitments to purchase such securities or grant such options, warrants or rights);

(f)                                   there has been no declaration or payment of a dividend on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock or other securities of Company, or any agreement or commitment therefor;

(g)                                 there has been no payment or credit to, or by and between, Company on the one hand and any Affiliated Person on the other, other than for employment compensation paid in the ordinary course of business and reimbursement of expenses in the ordinary course of business, nor has there been, or is there, any agreement or commitment therefor;

(h)                                 Company has not increased the amount of any compensation arrangement or agreement with any of its employees, officers or independent contractor in each case resulting in additional material liability for the Company or increased the rate of pay and provision of employee benefits and perquisites of its employees and independent contractors, in each case resulting in additional material liability for the Company;

(i)                                    there has been no resignation or termination of employment of any key officer, employee or independent contractor of Company and, to the Company’s Knowledge, there is no impending resignation or termination of employment of any such officer, employee or independent contractor;

(j)                                    there has been no hiring of any Person, and Company does not know of any impending hiring of any Person, reasonably projected to earn during any 12-month period in excess of $100,000;

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(k)           there has been no change, except in the ordinary course of business, in the contingent obligations of Company (nor in any contingent obligation of Company regarding any of its respective officers, directors, employees, independent contractors or Stockholders) by way of guaranty, endorsement, indemnity, or warranty;

(l)            there have been no loans or advances made by Company to any of its respective officers, employees, independent contractors or stockholders, or to the Company’s Knowledge any of their immediate family members, or any agreement or commitment therefor (except for advances to employees for expenses in the ordinary course of business and consistent with past practice);

(m)          there has been no waiver or loss of any material right of Company, or the cancellation of any debt, claim or material contract or other agreement held by Company;

(n)           there has not been any satisfaction or discharge of any Lien or any payment of any obligation by Company, except in the ordinary course of business and consistent with past practices;

(o)           there has not been any change in the accounting methods, practices or policies followed by Company or any change in depreciation or amortization policies or rates theretofore adopted; and

(p)           there has been no occurrence that would violate or breach any of the covenants set forth in Section 9.1(b) had such covenants been applicable since the Most Recent Balance Sheet Date.

Section 6.9                Absence of Undisclosed Liabilities.  Except as set forth on Schedule 6.9, the Company does not have any Liabilities in the nature of off-balance sheet financing or that would be required to be reflected on a balance sheet prepared on a basis consistent with GAAP (excluding treatment of deferred revenues), except for those (i) reflected in, reserved against or shown on the Most Recent Balance Sheet or (ii) that were incurred after the Most Recent Balance Sheet Date in the ordinary course of business consistent with past practice.

Section 6.10             Contracts and Commitments.  Except as disclosed on Schedule 6.10(a), Company is not a party to any written (a) contract with any labor union; (b) contract for the future purchase of fixed assets or for the future purchase of materials, supplies or equipment in excess of budgeted amounts; (c) contract for the employment of any officer, individual employee or other Person on a full-time basis or any contract with any Person on a consulting basis other than at-will arrangements; (d) agreement or indenture relating to the borrowing of money or to the placing of an Lien on any asset or property of Company, other than Permitted Liens; (e) guaranty of any obligation for borrowed money, the incurrence or maintenance of Funded Indebtedness, Capital Lease Obligations or other debt; (f) lease or agreement under which Company is lessee of or holds or operates any property, real or personal, owned by any other Person; (g) lease or agreement under which Company is lessor of or permits any Person to hold or operate any property, real or personal, owned or controlled by Company; (h) agreement or other commitment for capital expenditures in excess of $50,000 for any single project or $200,000 for a series of related projects; (i) contract, agreement or commitment under which Company is obligated to pay any broker’s fees, finder’s fees or any such similar fees, or any expense to any Person; (j) any agreement relating to the holding, sale or other transfer, voting or registration under the Securities Act of the capital stock or other securities of Company; (k) any agreement restricting or seeking to limit the right or ability of Company to engage in any business in any market or geographic location; (k) any

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agreement seeking to grant any contract counterparty “most favored nation” or similar treatment; and (l) any agreement that purports to be binding on any Affiliate of Company, as determined from time to time  (collectively, the “Contracts”).  Each Contract disclosed on Schedule 6.10(a) constitutes the valid and binding obligation of Company and, to the Knowledge of Company, the other parties thereto, enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.  Except as set forth on Schedule 6.10(b), neither Company nor to the Company’s Knowledge any other party thereto is in default of any material obligation thereunder and there exists no condition, event or act which constitutes, or which after notice, lapse of time or both, would constitute, a default by Company or, to the Company’s Knowledge, any other party thereunder of any material obligation thereunder.  The Company has delivered to EFX correct and complete copies of all Contracts listed on Schedule 6.10(a).

Section 6.11             Protection of Intellectual Property.

(a)           Schedule 6.11 sets forth a complete and accurate list of all Company Intellectual Property Rights, including all Proprietary Technology (other than for processes, trade secrets, know-how, common law trademarks and unregistered copyrights) that the Company uses or that is otherwise necessary for the conduct of the Business as presently conducted, together with a complete list of all material licenses granted by or to Company with respect to any of the above, other than licenses granted by Company pursuant to their standard form contracts or licenses to the Company for commercially available software (correct and complete copies of which have been delivered to EFX).  As used in this Agreement, “Intellectual Property Rights” means patents, patent applications, trademarks, trademark applications, trade names and service marks, service mark applications, copyrights and copyright applications.  “Company Intellectual Property Rights” means the Intellectual Property Rights that the Company owns, except to the extent set forth on Schedule 6.11 under the heading “Excluded Company Intellectual Property Rights.”  As used in this Agreement, “Proprietary Technology” means all source and object code, algorithms, architecture, structure, display screens, layouts, processes, inventions, trade secrets, know-how, development tools and other proprietary rights owned by Company and that pertain to any product or service manufactured, marketed or sold, by Company and all documentation and media constituting, the above, including manuals, memoranda, notebooks and records.

(b)           Prior to the date of this Agreement, Company has delivered to EFX true, correct and complete copies of all trademarks registrations, a list of all trademark applications, issued patents, patent applications, issued copyrights registrations with the Copyright Office and copyright applications evidencing Intellectual Property Rights. Except in respect of common law trademarks and unregistered copyrights, Company has made all filings and recordations required to protect and maintain its interest in the Company Intellectual Property Rights or has otherwise taken commercially reasonable steps to protect its Company Intellectual Property Rights.

(c)           The operation of the Business as now conducted by Company does not infringe any Intellectual Property Rights of any Person.  Except as set forth on Schedule 6.11(c) and except for customer contracts entered into in the ordinary course of business, there are no agreements contracts, or Orders to which Company is a party which indemnifies another Person with respect to infringements or other violations of any Intellectual Property Rights.

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(d)           Except as set forth on Schedule 6.11(d), Company has not entered into any Agreement to pay a Person any royalties or fees to use that Person’s Intellectual Property Rights.

(e)           The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not constitute a breach of any license to the Company necessary for the operation of the Business as currently proposed to be conducted involving any Intellectual Property Rights to which Company is a party, nor will it cause or give a right of forfeiture or termination of, or any material adverse change in Company’s rights or usage of, any such Intellectual Property Rights.

(f)            No software that is open source, public source or freeware, or any modification or derivative thereof, including any version of software licensed pursuant to any GNU general public license or lesser general public license (collectively, “Open Source Software”) was or is incorporated into, integrated or bundled with any Proprietary Technology, except in each case for any such Open Source Software whose terms:  (i) do not grant any third party rights to, or otherwise impair the exclusive ownership of Company of, the modifications or improvements by Company to such software; (ii) do not require the distribution by Company of any source code; (iii) do not prohibit Company from charging a fee or otherwise restricts the ability of Company to seek compensation for any such software; (iv) allow use and distribution of such software in the manner used and distributed and proposed to be used and distributed by Company; and (v) do not contain any other material restrictions or obligations that Company has not complied with.

(g)           To Company’s Knowledge, no third party Person is using the Company Intellectual Property Rights without a license from Company or otherwise infringing the Company Intellectual Property Rights, including any employee, former employee, independent contractor or consultant of Company.  Company has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and the proprietary rights in, the Company Intellectual Property Rights.  Where and when required by any of its customers, as set forth in their respective customer agreements with Company, Company has taken any and all contractually obligated measures to ensure the segregation of (A) data provided by such customer, (B) work product developed by Company for such customer, or (C) other intellectual property, which, for purposes of subclauses (A) and (B), the rights of which are vested in such customer, whether by contract or otherwise.  Where and when required by any of its customers, Company has required its employees to execute certain confidentiality and intellectual property related agreements.  All officers, directors, employees and consultants of Company having access to, or developing any Company Intellectual Property Rights owned by Company have executed and delivered an agreement regarding the protection of the proprietary information of Company, and a license or assignment to Company of all Intellectual Property Rights arising from the services performed by such Persons to the extent not already provided for under applicable law.  Company has not received any notice that any current or prior officer, director, employee, or consultant of Company claims or has a right to claim an ownership interest in any Intellectual Property Rights as a result of having been involved in the development or licensing of any such Intellectual Property Rights while employed by or consulting to Company.

Section 6.12             Compliance; Licenses and Permits.

(a)           Company has complied in all material respects with all Laws applicable to Company’s Business as presently or previously conducted, including all federal, state and local

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privacy Laws, and all other applicable Laws of similar tenor and effect, including the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act, the Fair Debt Collections Practices Act, the Graham-Leach-Bliley Act, and the rules and regulations promulgated pursuant to such laws.  Company has obtained all material federal, state, local and foreign governmental licenses and permits which are required for the conduct of the Business presently conducted by Company, which licenses and permits are in full force and effect and no material violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or, to the Knowledge of Company, threatened in writing to revoke or limit any thereof.  Schedule 6.12(a)  lists all material federal, state, local and foreign governmental licenses and permits of Company which are used in or relate to the Business.  Company has furnished to EFX correct and complete copies of all such licenses and permits.

(b)           Schedule 6.12(b)  sets forth the consumer and customer privacy policies that have been adopted by Company in connection with the Business and that are currently in effect for Company.  Company has complied in all material respects with all such privacy policies and any applicable privacy policies posted on its web sites.  Company has undertaken best efforts to protect and maintain the confidential nature of the personal information provided to Company by Persons who do not consent to the disclosure of such information or have expressly requested that Company not disclose such information. All personally identifiable information collected by Company from the individual Person has been used in accordance with the applicable privacy policy at the time of such collection.  Company has protected on secure servers at all times all data and other information provided by all of its customers in the manner set forth in their respective agreements with Company, except in cases, where such noncompliance would not be considered a breach under the respective agreement with such customer.

Section 6.13             Litigation and Other Proceedings.  There is no Action pending or, to Company’s Knowledge, currently threatened in writing, against Company or to its Knowledge any of its directors, officers, agents or employees in such capacity, which could reasonably be expected to result, either individually or in the aggregate, in (a) any Liability to Company, or (b) any material impairment of the right or ability of Company to carry on its Business as now conducted, including in each case, Actions pending or threatened involving the prior employment (whether as an employee, independent contractor or otherwise) of the Company’s employees or independent contractors, the use in connection with the Business of any information or techniques allegedly proprietary to any of the former employers of such employees or independent contractors or their obligations under any agreements with prior employers.  Company is not a party to or subject to the provisions of any Order of any court or Government.  There is no Action by Company currently pending or which Company currently intends to initiate.

Section 6.14             Insurance.  Schedule 6.14  contains a complete list of all policies of insurance maintained by Company, all of which are in full force and effect as of the date of this Agreement.  Company has delivered or made available to EFX a correct and complete copy of each such insurance policy (including any exhibits, schedules, riders, amendments or modifications thereof).  All premiums due thereon have been paid and Company has not received any written notice of default or cancellation with respect thereto.  Schedule 6.14  lists and describes all occurrences which, to the Knowledge of Company, are expected to form the basis

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for a material claim by or on behalf of Company under any such policy; and Company, as appropriate, has timely given notice of all such occurrences to the appropriate insurer and has not waived its right to make the related claim under any such policy.  Except as set forth on Schedule 6.14, there are no provisions in any of such policies which provide for retrospective premium adjustments or other experience-based liability on the part of Company.

Section 6.15             Title to Assets and Properties.  Except as set forth on Schedule 6.15, Company has good and marketable title to (or in the case of assets or properties leased or licensed, Company has an enforceable leasehold or license interest in) all its respective properties and assets used, useful or necessary to conduct its Business as currently being conducted and as conducted during the periods covered by the Financial Statements, in each case free and clear of Liens, other than Permitted Liens.  All material machinery, equipment, vehicles and other items of tangible personal property which are owned or leased by Company are in good condition and repair, normal wear and tear excepted, and are suited for the use intended and are and have been operated in conformity with all applicable Laws. All leases of real or personal property to which Company is a party, are, to Company’s Knowledge, fully effective in accordance with their respective terms and afford Company peaceful and undisturbed possession of the subject matter of the lease.  Company has not brought or threatened any Action against any such lessor for failure to perform and satisfy its duties and obligations thereunder.

Section 6.16             Receivables.  All notes and accounts receivable shown on the Most Recent Balance Sheet and all such receivables now held by the Company are valid and were collectible obligations at the time they were booked and were not and are not subject to any offset or counterclaim, except for amounts reserved against such receivables which are reflected on the Most Recent Balance Sheet and with respect to notes and accounts receivable arising after the date of the Most Recent Balance Sheet, except for a percentage thereof equal to the percentage which said reserved amounts on the Most Recent Balance Sheet constituted of the aggregate of notes and accounts receivable on the Most Recent Balance Sheet.  All of such notes and accounts receivable arose in the ordinary course of business from the sale of goods or the rendition of services and represent bona fide obligations of the account debtor thereof.

Section 6.17             Real Property.  Company does not own nor has it at any time owned any real property.  Each parcel or tract of real property which is used by Company in the Business (the “Real Property”) is subject to a written lease or sublease to which Company is a party as lessee or sublessee (individually a “Real Property Lease”).  All such Real Property Leases are valid and in full force and effect in accordance with their terms. Company has previously furnished EFX with correct and complete copies of all Real Property Leases.  There is not, with respect to any Real Property Lease (i) except as set forth on Schedule 6.17, any default by Company, or any event of default or event which with notice or lapse of time, or both, would constitute a default by Company or (ii) to Company’s Knowledge, any existing default by any other party to any Real Property Lease, or event of default or event which with notice or lapse of time, or both, would constitute a default by any other party to any Real Property Lease.

Section 6.18             Labor Matters.

(a)           Schedule 6.18(a)  sets forth a complete and correct list of each employee, independent contractor, agent and consultant of Company who on the date of this Agreement performs services in the business operations of or for Company, together with each such person’s job title, current base salary or rate of pay and any benefits or other forms of compensation not

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provided in the ordinary course of business for the preceding twelve months.  Except as set forth on Schedule 6.18(a), all employees and independent contractors may be terminated at will by Company.  To the Knowledge of Company, as of the date of this Agreement no such employee or independent contractor plans to terminate employment after the Closing Date.  Schedule 6.18(a)(1) sets forth a complete and correct list of all employment agreements or other compensation or benefit arrangements to which Company is a party other than arrangements with respect to regular salary and wages and any other commitments (oral or written) made by Company to any employee, agent, independent contractor or consultant with respect to employment for a specified duration.

(b)           No complaint against Company has been filed or threatened in writing to be filed with or by any Forum that regulates labor or employment practices, and there is no grievance filed or to the Knowledge of Company threatened in writing to be filed against Company by any employee.  There are no controversies pending or threatened in writing between Company and its employees.  Company has complied in all material respects with all Laws relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, and plant closing.  Except as set forth on Schedule 6.18(b), Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them in any capacity to the date hereof or amounts required to be reimbursed to such employees. Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of such Laws.  None of the employees of Company is represented by any union or association and there are no pending or threatened representational questions or labor disputes concerning any employees or former employees of Company.

(c)           Schedule 6.18(c) sets forth a complete and correct list of all employee manuals, policies, procedures, and work related rules of Company, correct and complete copies of which have been provided to EFX.

Section 6.19             Tax Matters.

(a)           Company has timely filed (or has timely filed extensions for) all Federal, state, local and foreign tax or information returns, declarations of estimated tax, tax reports, information returns and statements (collectively, the “Returns”) for all years and periods (and portions thereof) required to be filed by it prior to the Closing (other than those for which extensions shall have been granted prior to the Closing) relating to any Taxes with respect to any income, properties or operations of Company prior to the Closing.  All Tax Returns were correct and complete in all material respects.

(b)           Company has paid all Taxes that have or may have become due pursuant to such Returns or otherwise, or pursuant to any assessment received and is not delinquent in the payment of any Taxes.  The charges, accruals, and reserves with respect to Taxes on the Financial Statements and the books of Company are, and will on the Closing Date be, adequate (determined in accordance with GAAP) and are, and will on the Closing Date be, at least equal to the Liability of Company for Taxes.  Except for any Taxes required to be withheld from the Optionholders pursuant to this Agreement, all Taxes that Company is or was required by any

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Law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Government or other Person.

(c)           Company has not requested any extension of time within which to file any Return, which Return has not since been filed.  No claim has ever been made by an authority in a jurisdiction where Company does not file Tax returns that it is or may be subject to taxation by that jurisdiction.

(d)           Except as set forth on Schedule 6.19(d), Company does not expect any authority to assess any additional Taxes for any period for which Tax returns have been filed.  There is no dispute or claim concerning any Taxes of Company claimed or raised by any authority in writing.  No Tax return of Company currently is the subject of audit.  Company has delivered to EFX correct and complete copies of all examination reports, and statements of deficiencies assessed against or agreed to by Company with respect to the five (5) tax years preceding the date hereof.

(e)           Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations.  Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that could obligate it, EFX or any of its Affiliates to make any payments that will not be deductible under Section 280G of the Code.  Company has not made any adjustment to income pursuant to Section 481 of the Code that will be taken into account in any taxable year ending after the Closing Date.  Company has not been a United States real property holding corporation within the meaning of Paragraph 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.  Company has disclosed on its federal income tax returns all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code.  Company  is not and has never been a party to any Tax allocation or sharing agreement.  Company  (i) has never been a member of an affiliated group filing a consolidated federal income Tax return, and (ii) has no Liability for the Taxes of any Person (other than any of Company ) under Treasury Regulations sections 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.  Company has not (i) recognized any gain deferred pursuant to Treasury Regulations section 1.1502-13 or (ii) any “excess loss accounts” as determined pursuant to Treasury Regulations sections 1.1502-14 and 1.1502-32.  Company has complied with Treasury Regulation 1.6011-4 and, to the Company’s Knowledge, has not participated in a “Reportable Transaction” or a “Tax Shelter” (as such terms are defined in such Treasury Regulation).

(f)            No Tax Lien has been filed and no deficiency or addition to Taxes, interest or penalties for any Taxes with respect to any income, properties or operations of Company  has been proposed, asserted or assessed in writing against Company.

(g)           Company has not waived any statutes of limitation in respect of Taxes or agreed to or granted any extension of time with respect to any Return or other Tax claim with respect to any income, properties or operations of Company  or a Tax assessment or deficiency.

(h)           Company has not at any time elected to be an S corporation.

(i)            Company has not, during the five-year period preceding the date hereof, been a personal holding company within the meaning of Section 542 of the Code.

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Section 6.20             Environmental Laws.  Company (i) is in compliance in all material respects with all applicable Laws relating to the protection of human health and safety or emissions, discharges, releases, threatened releases, removal, remediation or abatement of pollutants, contaminants, chemicals or industrial, hazardous or toxic substances or wastes into or in the environment (including air, surface water, ground water or land) or otherwise used in connection with the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous or toxic substances or wastes, as defined under such applicable Laws (“Environmental Laws”), (ii) has received all material permits, licenses or other approvals known by Company to be required of it under applicable Environmental Laws to conduct its Business and (iii) is in compliance with all terms and conditions of any such permit, license or approval.

Section 6.21             Employee Benefit Plans; ERISA.

(a)           Schedule 6.21  lists all “employee benefit plans” (the “ERISA Plans”) within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), sponsored or maintained by Company or to which Company contributes or is required to contribute and all other practices, commitments, arrangements and agreements pursuant to which Company provides, directly or indirectly, any compensation (other than the payment of regular salary and wages), bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, disability, death benefit, hospitalization, insurance, or other benefits for employees or former employees, directors, consultants, independent contractors, or leased employees of Company or their dependents (collectively, with the ERISA Plans, the “Employee Benefit Plans”).  Company is not required to contribute, and has never been required to contribute, to any multi-employer plan within the meaning of Section 3(37)(A) of ERISA or a multiple employer welfare plan within the meaning of Section 3(40) of ERISA.  Correct and complete copies of all Employee Benefit Plans, together with related trusts, insurance contracts, summary plan descriptions, annual reports, actuarial reports, nondiscrimination documentation and Form 5500 filings for the past three years, have been made available or] furnished to EFX.  “Nondiscrimination documentation” refers to any documentation of nondiscrimination testing that has been prepared for or with respect to an ERISA Plan, including average deferral percentage testing, average contribution percentage testing, top heavy testing, and Code Section 410(b) coverage testing.  Schedule 6.21 lists (i) each employee or former employee of the Company, or other beneficiary, who has elected or is currently eligible to elect continuation coverage under Code Section 4980B and Part of 6 of Subtitle B of Title I of ERISA along with the date and type of such individual’s qualifying event, and (ii) each employee of the Company who is on a leave of absence (whether or not pursuant to the Family and Medical Leave Act of 1993, as amended).

(b)           Each Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code.  None of Company or any of its respective directors, officers, employees or agents, nor to the Knowledge of Company, any “party in interest” or “disqualified person” (as such terms are defined in Section 3(14) of ERISA and Section 4975 of the Code) has been engaged in or been a party to any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), nor has any such person been involved in or caused an ERISA Plan to be involved in a breach of fiduciary duty under Section 404 of ERISA that could result in any Liability to the Company, EFX or any ERISA Affiliate of EFX or of the Company.  Each ERISA

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Plan that is a group health plan within the meaning of Section 607(1) of ERISA and Section 4980B of the Code has complied with and is in material compliance with the continuation coverage requirements of  Section 601 of ERISA and Section 4980B of the Code.  There are no Actions or audits pending or, to the Knowledge of Company, threatened, by or against any of the Employee Benefit Plans by any employee or beneficiary covered under such Employee Benefit Plan, or by any Government or otherwise involving such Employee Benefit or any of its fiduciaries (other than for routine claims for benefits).

(c)           Except as set forth on Schedule 6.21, there are no and have never been any “employee pension benefit plans” as defined in Section 3(2) of ERISA covering employees (or former employees) employed in the United States, maintained or contributed to by Company or any ERISA Affiliate (as hereinafter defined), or to which Company or any ERISA Affiliate contributes or is obligated to make payments thereunder or otherwise may have any liability (collectively, “Pension Benefit Plans”).  For purposes of this Agreement, “ERISA Affiliate” shall mean any person (as defined in Section 3(9) of ERISA) that is a member of any group of persons described in Sections 414(b), (c), (m) or (o) of the Code, of which Company  is a member.  Each Pension Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code is so qualified, the trust thereunder is exempt from federal income tax under Section 501(a) of the Code, and each such plan either (i) has received a favorable determination letter from the Internal Revenue Service and Company is not aware of any circumstances that have occurred or that are reasonably likely to occur that could reasonably be expected to result in the revocation of any such favorable determination letter, or (ii) is within the applicable filing deadline for submitting a request for such determination letter and is not aware of any reason why such determination letter would not be issued by the Internal Revenue Service.  All Company and employee contributions required to be made to each Pension Benefit Plan, if any, have been made in a timely manner.  Company does not contribute to, nor in the past 5 years has Company or any ERISA Affiliate contributed to, any Company Pension Plan that is subject to Title IV of ERISA.

(d)           Except for benefits payable under a Pension Benefit Plan, Company is not bound to provide, and Company does not provide, benefits, including death, health or medical benefits (whether or not insured), with respect to current or former employees of Company  beyond their retirement or other termination of service with Company, other than as required by the continuation coverage requirements of Part 6 of Title I of ERISA and Section 4980B of the Code and except for continuation of benefits through the end of the month in which such retirement or termination occurs or as a result of any severance agreements or arrangements.  Neither this Agreement nor any transaction contemplated hereby will entitle any current or former employee, officer or director of Company to severance pay, unemployment compensation or any similar payment.  Except as separately identified on Schedule 6.21(d), the consummation of the transactions contemplated by this Agreement shall not result in an increase in the amount of compensation or benefits payable to any current or former employee nor accelerate the vesting or timing of payment of such compensation or benefits except for the acceleration of Company Options (the vesting of all of which will accelerate in full at the Effective Time).

(e)           Except as set forth on Schedule 6.21(e), each Employee Benefit Plan may be amended, revised or terminated by Company without penalty or termination fees, other than de minimis administrative expenses.

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(f)            All contributions or premiums required to be made on or before the Effective Time by Company under the terms of each Employee Benefit Plan have been made in a timely fashion in accordance with all applicable Laws and the terms of the Employee Benefit Plan, or are shown as a Liability on the Financial Statement.

Section 6.22             Employment; No Conflicting Agreements.  To the Company’s Knowledge, none of the officers of Company is obligated under any contract (including licenses, covenants, or commitments of any nature) or other agreement, or subject to any Order of any court or Government, that would conflict with his or her obligation to use his or her best efforts to promote the interests of Company or that would conflict with the Business as presently conducted.

Section 6.23             Transactions with Related Parties.  Except as set forth on Schedule 6.23, in the past twelve (12) months, (a) Company has not been a party to any material contract, agreement or lease with, or any other commitment to, nor has it at any time purchased, leased or otherwise acquired any material property or obtained any material services from, or sold, leased or otherwise disposed of any material property or furnished any material services to (i) any Person Known to the Company to be owning, or formerly owning, beneficially or of record, directly or indirectly, any of the capital stock of or other equity interest in Company (or any instrument or right convertible into or exchangeable for capital stock of Company), (ii) any party Known to the Company to be an Affiliate of such Person, (iii) any director or officer of Company, (iv) any Person in which the Company Knows that any of the foregoing Persons has, directly or indirectly, at least a twenty-five percent (25%) beneficial interest in the capital stock or other type of equity interest of such Person, (v) any partnership in which the Company Knows that any of the foregoing Persons is a general partner or has at least a twenty-five percent (25%) beneficial interest, or (vi) any family member of any stockholder or any other Person that, directly or indirectly, alone or together with others, controls, is controlled by or is under common control with Company or to the Company’s Knowledge any Stockholder or any family member of any stockholder (the Persons listed in this clause (a) being referred to herein collectively as “Affiliated Persons” and individually as an “Affiliated Person”); (b) Company does not owe any amount to any Affiliated Person other than in the ordinary course of business; and (c) no Affiliated Person owes any amount to Company and no part of the property or assets of any Affiliated Person is used by Company in the conduct or operation of its business other than in certain cases personal electronic devices and desktop and laptop computers.

Section 6.24             Absence of Certain Business Practices.  Neither Company nor any of its Affiliates, or any of their respective officers, directors, employees, agents, nor any other Person acting on any of their behalf has, directly or indirectly, within the past five years given or agreed to give any gift or similar benefit to any Government employee or other Person who is or may be in a position to help or hinder the business of Company (or to assist Company in connection with any actual or proposed transaction) which (a) might subject Company, EFX, Merger Sub, the Surviving Corporation, or any of their Affiliates, or any of their respective directors, officers, employees or agents, to any damage or penalty in any civil, criminal or Governmental action, (b) if not given in the past, might have had an adverse effect on the business or operations of Company, or (c) if not continued in the future, might adversely affect the business, operations, cash flows or prospects of Company, or which might subject Company, EFX, Merger Sub, the Surviving Corporation, or any of their Affiliates, or any of their respective directors, officers, employees or agent, to suit or penalty in any private or Governmental action.

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Section 6.25             Customers and Suppliers.  As of the date of this Agreement, except as set forth on Schedule 6.25, Company has not received any notice, and Company does not have any Knowledge, that any material customer or supplier of Company has taken or contemplates taking, any steps that could disrupt the business relationship of Company with such customer or supplier.

Section 6.26             Bank Accounts.  Schedule 6.26 identifies each account that Company maintains or has control with any financial institution and the identity of the Persons entitled to act on their behalf in respect thereto.

Section 6.27             Books and Records.

(a)           The books, records and accounts of Company (i) are accurate and complete in all material respects and have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the respective assets of Company and (iii) accurately and fairly reflect the basis for the Financial Statements.

(b)           Except as set forth on Schedule 6.27, Company has implemented and maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP consistently applied and (B) to maintain accountability for assets; and (iii) the amount recorded for assets on the respective books and records of Company is compared with the existing assets at reasonable intervals in connection with the preparation of annual audits of Company’s financial statements and appropriate action is taken with respect to any differences.

Section 6.28             Directors and Executive Officers.  Schedule 6.28 identifies by name, business address and title, each director and Executive Officer of Company as of the date of this Agreement.

Section 6.29             Takeover Statutes and Charter Provisions.  No state takeover statutes or charter or bylaw anti-takeover provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby.

Section 6.30             Brokers; No Existing Discussions.  Except as set forth on and to the extent described in Schedule 6.30, no broker, finder, financial advisor or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Company or its affiliates.  Neither Company nor any of its Representatives is engaged, directly or indirectly, in any negotiations or discussions with any Person with respect to an Acquisition Proposal.

ARTICLE VII.                      INTENTIONALLY OMITTED

ARTICLE VIII.                    REPRESENTATIONS, WARRANTIES AND COVENANTS OF EFX AND MERGER SUB

As an inducement to Company to enter into and perform this Agreement, and to consummate the transactions contemplated by this Agreement, EFX and Merger Sub jointly and

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severally represent and warrant to Company, and covenant and agree as of the date hereof and again as of the Closing Date, as follows:

Section 8.1                Organization.  EFX is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 8.2                Authorization; No Inconsistent Agreements.  Each of EFX and Merger Sub has full corporate power and authority to make, execute and perform this Agreement and the Additional Agreements and the transactions contemplated by this Agreement and the Additional Agreements.  This Agreement and any Additional Agreement and all transactions required hereunder and thereunder to be performed by EFX and Merger Sub have been duly and validly authorized and approved by all necessary corporate action on their part prior to the Closing Date.  This Agreement and each of the Additional Agreements to which EFX or Merger Sub is a party has been duly and validly executed and delivered on behalf of EFX, and/or Merger Sub, as the case may be, by its duly authorized officers, and this Agreement and each of the Additional Agreements to which EFX or Merger Sub is a party constitutes the valid and binding obligation of EFX and/or Merger Sub, as the case may be, enforceable, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the rights of creditors generally.  Neither the execution and delivery of this Agreement nor the consummation of the Merger and the other transactions contemplated by this Agreement, will constitute a violation or breach of the articles of incorporation or bylaws of EFX.

Section 8.3                Brokers.  No broker, finder, financial advisor or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of EFX.

Section 8.4                Consents.  Except for HSR Filing and the filing of the Certificate of Merger, the execution and delivery by EFX and Merger Sub of this Agreement, the consummation of the transactions contemplated in this Agreement, and its performance under or pursuant to this Agreement, do not require the consent, approval or action of, or any filing with or notice to, any Government or other Person.

Section 8.5                No Litigation.  There is no Action pending or, threatened, against EFX or Merger Sub, any of its directors, officers, agents, employees or stockholders which questions the validity of this Agreement or any action taken or to be taken in connection herewith.

ARTICLE IX.                        COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING CLOSING

Section 9.1                Conduct of Business Pending Closing.

(a)           Affirmative Covenants.  Company covenants and agrees that, except as may otherwise be expressly required or permitted in this Agreement, without the prior written consent of EFX, which consent shall not be unreasonably withheld, delayed or conditioned, between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, the Business will be conducted only in the ordinary and usual course and consistent with prior practices, without the creation of any Funded Indebtedness or the creation or sufferance of any Lien on the assets of Company or on the Business, other than Permitted Liens.

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Without limiting the generality of the foregoing, Company covenants, agrees and undertakes as follows:

(i)            that the Business shall be carried out in the ordinary course of business, in a manner consistent with past practices and the terms and conditions of this Agreement;

(ii)           that Company will reasonably promptly notify of any Material Adverse Change of which it acquires Knowledge; and;

(iii)         that no significant action or decision affecting or reasonably expected to affect the Business in a material manner or the capital structure of Company shall be taken without EFX’s prior approval.

(b)           Negative Covenants.  Except as expressly required or permitted by this Agreement, Company will not, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of EFX, which consent shall not be unreasonably withheld, delayed or conditioned:

(i)            cause or permit any amendments to the Certificate of Incorporation or Bylaws;

(ii)           create or permit to be created any Lien on any assets of Company, other than Permitted Liens, or acknowledge or consent to any Lien on any assets of Company other than Permitted Liens;

(iii)         directly or indirectly, incur any Funded Indebtedness or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, other than in the ordinary course of business consistent with past practices;

(iv)          authorize, declare, become obligated to make or make any dividends or other distributions with respect to its capital stock, or commit or become obligated to do so;

(v)            issue, sell or deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock or other securities of Company, or any rights, warrants or options to acquire any such stock or other securities (except pursuant to the conversion or exercise of Company Options or Company Warrants outstanding on the date hereof), or, except to the extent necessary to give effect to the arrangements contemplated by Section 4.3, amend any of the terms of (including the vesting of) any such Company Options;

(vi)          change its historical accounting methods or practices, or prepare its financial statements other than in accordance with GAAP;

(vii)         exercise puts and calls with respect to any futures contract, derivative or similar financial product and more generally modify its current portfolio thereof;

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(viii)        take any action which constitutes a material default under an agreement to which Company is a party or omit to take such action as may be reasonably required to prevent such a default;

(ix)          acquire, enter into any binding obligation to acquire, or enter into a letter of intent seeking to acquire (by merger, consolidation, or acquisition of stock or assets) any Person or other business organization or division thereof;

(x)           sell, pledge, dispose of or encumber any assets of Company other than granting or suffering a Permitted Lien, or sell, assign, transfer, license or grant to any Person any rights to the Intellectual Property Rights of Company, in any case other than in the ordinary course of business;

(xi)          fail to maintain its books, accounts and records in accordance with its current business practices;

(xii)         fail to take all commercially reasonable actions to maintain in full force and effect all its insurance currently in effect;

(xiii)       increase the compensation payable or to become payable to any director, officer or employee of, or consultant to, Company, or make any bonus, profit sharing payment or other arrangement (whether current or deferred), or loans or advances (other than advances for travel and business expenses incurred in the ordinary course of business and consistent with Company’s written policies related thereto) and  with any director, officer or employee of, or consultant to, Company that will be effective following the Effective Date other than the bonuses set forth on Schedule 9.1(b)(xiii);

(xiv)        hire or agree to hire any officer, director or employee, or retain or agree to retain any consultant or agent, in each case, at a salary or fee in excess of US $100,000, or terminate any existing employment, severance, consulting or other compensation agreement or arrangement, or enter into any employment, change of control or severance agreement or adopt a plan or policy effecting any of the same;

(xv)          enter into, terminate or amend any material contract or agreement to which Company is a party, other than in the ordinary course of business;

(xvi)        authorize any capital expenditures or purchase of fixed assets in excess of $50,000 per transaction and outside of the ordinary course of business;

(xvii)       pay, discharge, settle or satisfy any claims, litigation or any Lien, in each case, involving amounts in excess of $25,000 or in the ordinary course of business;

(xviii)      establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, welfare, employee benefit, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, except, in each case, as may be required by Law and except as set forth on Schedule 9.1(b)(xiii); or

(xix)        enter into or amend any contract, agreement, commitment or arrangement to effect any of the matters prohibited by this Section 9.1(b) or take any

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other action which could reasonably be expected to materially alter the organization, capitalization, or financial structure, practices or operations of Company or the Business.

Section 9.2                No Solicitation of Third Party Interest.  From and after the date hereof until the earlier of (i) the Closing Date or (ii) the date of termination of this Agreement pursuant to Article 14 (the “Termination Date”), Company agrees that it shall not, and shall use commercially reasonable efforts to cause its stockholders, officers, directors, employees and agents not to, directly or indirectly, (a) negotiate or discuss with any other Person (other than the Company’s stockholders, officers, directors, employees, agents and advisors) the terms contained in this Agreement, or any of the transactions contemplated by this Agreement, (b) negotiate with any other Person any other transaction involving a merger of Company, or the sale of all or any of the capital stock of Company, any issuance of capital stock of Company, or the issuance of any securities or rights, or the entry into any contract, convertible into or exchangeable for, capital stock of Company, or the sale of all or a material portion of the assets of Company, or any other business combination involving Company, (c) reveal the terms of this Agreement to any Person except to the extent necessary for the express purpose of carrying out the transactions contemplated in this Agreement or any Additional Agreement, or (d) solicit, encourage, consider, entertain, negotiate, discuss or accept any offer, bid or proposal from any other Person respecting any transaction involving a merger of Company, the sale of any of the shares in Company, the sale of any assets of Company, or any other business combination involving Company (an “Acquisition Proposal”).  If any Acquisition Proposal is received prior to the Termination Date, then Company will immediately notify EFX of the receipt of such proposal.

ARTICLE X.                         ADDITIONAL COVENANTS

Section 10.1             Access and Inspection.  Company will provide EFX, Merger Sub and their respective Representatives reasonable access (at reasonable times, and in a manner so as not to interfere with the normal business operations of Company) during normal business hours from and after the date of this Agreement until the Closing, to Company, its employees and agents, and its books and records (including the right to make copies and extracts), and shall use its commercially reasonable efforts, as may be reasonably agreed by Company, to provide access to the customers and suppliers of Company (provided that the subject matter and purpose of any contact with customers and suppliers will be fully disclosed in advance and one representative of the Company will be permitted to be present for and participate in any such contact), and will furnish any and all information concerning Company as EFX may reasonably request, in each case, for purposes consistent with the terms of this Agreement.  Company shall not provide any other Person with similar access or information between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement pursuant to Article 14.  No investigation made before or after the date of this Agreement by or on behalf of EFX will limit or affect in any way the representations, warranties, covenants, conditions, agreements and indemnities of Company and any Stockholders or any holders of Company Options under or pursuant to this Agreement or any other written agreement by or among some or all of the parties to this Agreement and any or all of Stockholders, each of which will survive any investigation.  All information obtained pursuant to this Section 10.1 shall be subject to the confidentiality provisions of the LOI.

Section 10.2             Cooperation.  The parties will cooperate fully with each other and with their respective Representatives in connection with any steps required to be taken as part of their

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respective obligations under this Agreement or reasonably related thereto, and all parties will use their commercially reasonable efforts to consummate the transactions contemplated by this Agreement and to fulfill their obligations under this Agreement, including causing to be fulfilled at the earliest practical date the conditions precedent to the obligations of the parties to consummate the Merger and the other transactions contemplated by this Agreement.  Without the prior written consent of the other parties, no party to this Agreement may take any intentional actions, or intentionally omit to take any actions, that could reasonably be expected to cause the conditions precedent to the obligations of the parties to this Agreement not to be fulfilled.

Section 10.3             Expenses.  All expenses incurred by EFX and Merger Sub in connection with the negotiations among the parties, and the authorization, preparation, execution and performance of this Agreement, the Additional Agreements and the documents, agreements and instruments and the transactions contemplated hereby and thereby, including all fees and expenses of their Representatives, will be paid by EFX.  To the extent any expenses incurred by Company (on or prior to the Closing Date) in connection with the negotiations among the parties, and the authorization, preparation, execution and performance of this Agreement, the Additional Agreements and the documents, agreements and instruments and the transactions contemplated hereby and thereby, including all fees and expenses of their Representatives for which the Company may have Liability are not paid by the Stockholders, the Optionholders and the Warrantholders on or prior to the Closing Date (such unpaid expenses the “Transaction Expenses”) will be paid as set forth in Section 5.2(c).

Section 10.4             Publicity.  Except to the extent required by applicable Law, the listing requirements of the New York Stock Exchange, NASDAQ or any other stock exchange, or the requirements of any other regulatory authority, prior to the Effective Time all press releases and other public announcements respecting the subject matter of this Agreement or any Additional Agreement will be made only with the mutual agreement of Company and EFX, which agreement will not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, each party hereto will ensure that neither it nor any of its Representatives issues any press release or other public announcement or otherwise discloses the existence or terms of this Agreement or the pendency of any transaction between the Company and EFX to any third party prior to the lapse or irrevocable waiver by EFX of the termination right set forth in Section 14.1(a).

Section 10.5             Stockholder Approval.  Company shall obtain, as promptly as practicable, stockholder approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Requisite Stockholder Approval”) either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the DGCL, the Certificate of Incorporation, and the Bylaws.  In connection with such special meeting of stockholders or written stockholder consent, Company shall provide to its stockholders a written proxy or consent statement which includes (i) a copy of this Agreement and (ii) a statement that Stockholders are or may be entitled to assert dissenters’ rights under Section 262 of the DGCL and a copy of Section 262 of the DGCL.  If the Requisite Stockholder Approval is obtained by means of a written consent, Company shall comply with the Bylaws, its Certificate of Incorporation and Section 228 of and other applicable provisions of the DGCL, including DGCL Sections 222 or 229, as applicable, and shall promptly inform EFX of the date on which such notice was sent or waived.  Company shall include in the proxy or written consent the unanimous recommendation of its Board of Directors that the Stockholders vote in favor of

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the adoption of this Agreement and the approval of the Merger.  Company shall also use its commercially reasonable efforts to have any contract, agreement or other arrangement, including any entered into in connection with this Agreement, the Merger and the other transactions contemplated hereby, that may result in a parachute payment under the federal Tax Laws, approved by such percentage of Company’s outstanding voting securities as is required by the terms of Section 280G(b)(5)(B) of the Code, and to cause such stockholder approval to have been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the proposed Treasury Regulations thereunder, including Q/A-7 of Section 1.280G-1 of such proposed regulations.

Section 10.6             Certain Governmental Filings.  The parties will make, or cause to be made, all filings and submissions required to be made to any Government in connection with the transactions contemplated by or resulting from this Agreement.  Each of the parties will furnish to the other parties any and all necessary information and reasonable assistance as another party may reasonably request in connection with its preparation of necessary filings or submissions to any Government.

Section 10.7             State Takeover Laws.  If any fair price, business combination, or control share acquisition statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, EFX and Company and their respective boards of directors shall use their commercially reasonable efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby and thereby.

Section 10.8             Employees.

(a)           Company Employee Benefit Plans.  EFX intends to continue, or cause the Surviving Corporation to continue, each of the employee benefit plans that the Company has in effect at the Effective Time and that are specified on Schedule 10.8(a) (the “Continuing Employee Benefit Plans”) through December 31, 2009; provided, however, EFX, in its sole discretion, may continue, amend or terminate each such plan at such time as it determines.