STOCK PURCHASE AGREEMENT by and among MICROS SYSTEMS, INC. (a Maryland corporation) and THE STOCKHOLDERS OF DV TECHNOLOGY HOLDINGS CORPORATION, and THE STOCKHOLDERS OF DATAVANTAGE CORPORATION Dated as of May 1, 2003; Closing Effective as of 12:01 AM, May 1, 2003 TABLE OF CONTENTS

Exhibit 2.1

STOCK PURCHASE AGREEMENT

by and among

MICROS SYSTEMS, INC.
(a Maryland corporation)

and

THE STOCKHOLDERS OF
DV TECHNOLOGY HOLDINGS CORPORATION,

and

THE STOCKHOLDERS OF
DATAVANTAGE CORPORATION

Dated as of May 1, 2003;

Closing Effective as of 12:01 AM, May 1, 2003

TABLE OF CONTENTS

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TABLE OF DEFINITIONS

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STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into effective May 1, 2003, by and among MICROS Systems, Inc., a Maryland corporation (“Buyer”), the stockholders of DV Technology Holdings Corporation, a Delaware corporation (“DV Technology”) and the stockholders of Datavantage Corporation, an Ohio corporation (“Datavantage”). For purposes of this Agreement, the stockholders of Datavantage other than DV Technology (the “Datavantage Stockholders”) and the stockholders of DV Technology (the “DV Technology Stockholders”) are collectively referred to as the “Stockholders”.

RECITALS:

     WHEREAS, DV Technology and the other Datavantage Stockholders own all of the issued and outstanding shares of capital stock of Datavantage (the “Datavantage Capital Stock”) and the DV Technology Stockholders own all of the issued and outstanding shares of capital stock of DV Technology (the “DV Technology Capital Stock”, and collectively with the Datavantage Capital Stock not owned by DV Technology, the “Purchased Shares”); and

     WHEREAS, the Stockholders are willing to sell to Buyer and Buyer is willing to acquire all of the Purchased Shares owned by the Stockholders such that Buyer would directly or indirectly own all of the issued and outstanding capital stock of Datavantage and DV Technology, on the terms and subject to the conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the payments provided for in, and the mutual covenants contained in, this Agreement, Buyer and the Stockholders agree as follows:

1.     CERTAIN DEFINITIONS.

          1.1 “Accounts Receivable"– means all of the Companies’ accounts receivable, including without limitation those accounts receivable reflected on the Company Balance Sheets and booked in connection with services to be provided after the Closing Date as deferred revenue.

          1.2 “Affiliate"– means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” (including the terms “controlling”, “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

          1.3 “Business Day"- means a day of the year in which banks are not required or authorized to close in Cleveland, Ohio.

          1.4 “Cash Portion of the Purchase Price"– means an amount equal to $33,800,000, which amount includes the Holdback (as defined in Section 3.1(a)) of $5,200,000.

          1.5 “Closing Cash Payment"– means $28,600,000.

          1.6 “Company Balance Sheets"– means the audited balance sheet of Datavantage at December 31, 2002 and the unaudited balance sheet of DV Technology at December 31, 2002.

          1.7 “Company March Balance Sheets"- means the unaudited balance sheet of Datavantage at March 31, 2003 and the unaudited balance sheet of DV Technology at March 31, 2003.

          1.8 “Code"– means the Internal Revenue Code of 1986, as amended.

          1.9 “Company"– means either of Datavantage or DV Technology and “Companies” means Datavantage and DV Technology.

          1.10 “Environmental Law"– means any Legal Requirement or Order relating to pollution, hazardous substances, hazardous wastes, petroleum or otherwise relating to protection of the environment, natural resources or human health, including, by way of example and not by way of limitation, the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act (“RCRA”), the Comprehensive Environmental Response

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Compensation and Liability Act (“CERCLA”), the Toxic Substances Control Act (“TSCA”), and the Emergency Planning and Community Right-to-Know Act, all as currently amended as of the Closing Date.

          1.11 “Future Contracts"- means those 5 sales contracts identified on Schedule 1.11 and entered into between the Companies and various customers of the Companies for which revenue has not as of the Closing Date been recognized in accordance with GAAP.

          1.12 “GAAP”– means United States generally accepted accounting principles.

          1.13 “Government"– means any federal, state, or local government, domestic or foreign.

          1.14 “Governmental Agency"– means any agency, bureau, commission, instrumentality, or judicial body of any Government.

          1.15 “HSR Act"– means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor law, and the regulations and rules issued pursuant to that Act or any successor law.

          1.16 “Knowledge"– a Person is deemed to have “Knowledge” of a particular fact or other matter if: (a) such Person is actually aware of such fact or other matter; or (b) a prudent Person could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter. For purposes of this definition, a “reasonably comprehensive investigation” by an individual means an investigation that can be completed or compelled by the authority of the individual.

          1.17 “Lader"– means Marvin L. Lader, Chief Executive Officer and member of the Board of Directors of Datavantage.

          1.18 “Legal Requirement"– means any federal, state, local, municipal, foreign, international, multinational, or other administrative Order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

          1.19 “Lien"– means a claim, lien, encumbrance, security interest, option, charge, or restriction of any kind whatsoever.

          1.20 “Marks"– means all trademarks, trade names, trademark license agreements, logos, trade styles, service marks, and other sources of business identifiers of either of the Companies and their respective businesses.

          1.21 “Material Adverse Effect"– means (a) any effect that is materially adverse to the general affairs, business, management, properties, assets, liabilities, financial condition, net worth, stockholders’ equity, or results of operations of the Companies or Buyer, as the case may be, or (b) any effect that would, individually or in the aggregate, materially impair, hinder, or otherwise materially and adversely affect the ability of any of the Stockholders, the Companies or Buyer, as the case may be, to effect the Closing, to perform any of their material obligations under this Agreement, or to receive any material benefit of the transactions contemplated by this Agreement.

          1.22 “MICROS Shares"– means shares of the unregistered common stock of MICROS, par value $0.025 per share, (the “MICROS Common Stock”) issued to the Stockholders in connection with this Agreement.

          1.23 “MICROS Stock Portion of the Purchase Price"– means 719,368 MICROS Shares.

          1.24 “Napoli"- means Charles R. Napoli, President and Chief Operating Officer and member of the Board of Directors of Datavantage.

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          1.25 “Order"– means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Government or Governmental Agency.

          1.26 “Person"– means any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, organization, association, or other business entity, or any Government or Governmental Agency.

          1.27 “Proceeding"– means any action, arbitration, audit, hearing, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Government, Governmental Agency, or arbitrator.

          1.28 “Pro Rata Share"– means, with respect to any Stockholder, such Stockholder’s pro rata share of the Purchase Price as set forth on Schedule 4.3.

          1.29 “Purchase Price"– means the Cash Portion of the Purchase Price plus the MICROS Stock Portion of the Purchase Price.

          1.30 “Real Property"– means any real property or facility to the extent currently owned, leased, or operated by either of the Companies or to the extent previously owned, leased, or operated by any of the Companies or any Affiliate of either Company. Notwithstanding anything to the contrary contained in this Agreement, if a Company occupies only a portion of any real property or other facility not owned by such Company, the term “Real Property” means and includes only that portion of such real property or facility occupied by such Company.

          1.31 “Regulated Substances"– means any substance regulated under Environmental Laws, including but not limited to hazardous waste, as defined pursuant to RCRA, hazardous substances, as defined pursuant to CERCLA, toxic substances as defined under TSCA, hazardous materials, as defined under the Hazardous Materials Transportation Act, petroleum and its fractions, ACM’s and PCB’s.

          1.32 “Saratoga"– means, individually and collectively, Saratoga Partners IV, LP, Saratoga Management Company LLC, and Saratoga Coinvestment IV LLC.

          1.33 “Subsidiaries"– means any corporation, the capital stock of which represents more than fifty percent (50%) of the general voting power under ordinary circumstances of such corporation and which is directly or indirectly owned or controlled by another corporation.

          1.34 “Taxes” or “Tax"– means all federal and state income, gross receipts, transfer value added, sales, use, ad valorem, franchise, capital stock taxes, withholding, payroll, employment, social security, unemployment compensation, excise, real or personal property, or alternative minimum taxes, assessments, levies, imposts or charges imposed by any Taxing Authority, together with any interest and any penalties, additions to tax, or additional amounts imposed by any Taxing Authority in connection therewith.

          1.35 “Taxing Authority"– means a Government or Governmental Agency, domestic or foreign, responsible for the imposition or collection of any Tax.

          1.36 “Threatened"– means that a Proceeding or other matter will be deemed to have been “Threatened” if any demand or statement has been made in writing or any notice has been given in writing, or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a Proceeding or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.

          1.37 “Transaction Documents"– means this Agreement and the Stock Agreement and Investment Letter (as defined below).

2.     PURCHASE OF STOCK.

          2.1 DV Technology Stock Sale.

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          2.2 Datavantage Stock Sale.

          2.3 Registration of MICROS Shares. The MICROS Shares will not be registered as of their date of issuance; provided, however, that if at any time on or before the first anniversary of the Closing Date (the “Piggyback Registration Period”) Buyer proposes to register any shares of MICROS Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), on a Form S-3 registration statement, or other applicable form of registration statement (other than registrations solely for shares to be issued in connection with any employee benefit plan on Form S-8 or any successor form thereto or a merger, consolidation or other business combination registered on Form S-4 (or any successor form thereto)), Buyer will give written notice (at least 15 days before the anticipated filing) to the Stockholders of MICROS’ intention to effect such a registration (a “Piggyback Registration”) and will use its commercially reasonable best efforts to include in the Piggyback Registration all of the MICROS Shares with respect to which Buyer receives from any Stockholder a written request for inclusion therein within 10 days after such Stockholder’s receipt of Buyer’s notice, which request will specify the number of MICROS Shares to be disposed of by such Stockholder. From and after the Closing Date, Buyer will timely file with the Securities and Exchange Commission (the “Commission”) all forms, reports, schedules, statements and other documents required to be filed by it or any of its Subsidiaries under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder to enable the Stockholders to sell their MICROS Shares without registration under the Securities Act within the limitation of the exemptions provided by

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(i) Rule 144 under the Securities Act as amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. If Buyer elects, before effectiveness, not to proceed with such Piggyback Registration, it will not be obligated to register any MICROS Shares. In connection with any Piggyback Registration involving an underwriting, a Stockholder participating in such Piggyback Registration shall be required to make standard representations and provide standard indemnities in the applicable underwriting agreement with respect to the participating Stockholder’s shares and its due authorization, execution and delivery of the applicable underwriting agreement. No participating Stockholder shall be required to make any representations or provide any indemnification as to MICROS’ prospectus disclosures. Further, in connection with any Piggyback Registration involving an underwriting, but subject to Sections 2.3(a) and 2.3(b) below, and the immediately preceding sentence, Buyer will not be required to include any MICROS Shares in such Piggyback Registration unless the holders thereof accept the terms of the underwriting as agreed upon between Buyer and the underwriters selected by it (to the extent that such terms are applicable to all holders of MICROS Common Stock participating in the Piggyback Registration), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by Buyer; provided, however, that if such quantity would not be sufficient to include all of the MICROS Shares tendered for inclusion in the Piggyback Registration, any reduction in the number of MICROS Shares included would also apply proportionately to all holders of MICROS Common Stock exercising any right to have any shares of MICROS Common Stock included in such Piggyback Registration (based upon the number of shares originally tendered for inclusion in the Piggyback Registration by such participating holders). If, in the opinion of the managing underwriter, the registration of all, or part of, the MICROS Shares which the holders have requested to be included would materially and adversely affect such Piggyback Registration, then Buyer would be required to include in the underwriting only that number of MICROS Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect; provided, however, that:

          2.4 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at 10:00 a.m., Eastern Standard Time on the Closing Date, at Buyer’s offices at 7031 Columbia Gateway Drive, Columbia, MD 21046-2289, unless another time, date, or place is agreed to in writing by the parties to this Agreement. The Closing will be effective as of 12:01 a.m. Eastern Standard Time on the Closing Date. The Closing Date will be the latter to occur of (i) May 1, 2003 or (ii) the date that is two business days following the termination of the applicable waiting period under the HSR Act (the “Closing Date”). Subject to the provisions of Section 9 of this Agreement, failure to consummate the transactions provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.4 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

          2.5 Filings. As promptly as practicable, after the date of this Agreement, Buyer will make or cause to be made all filings required by Legal Requirements to be made by them to consummate the transactions contemplated by this Agreement (including all filings under the HSR Act). As promptly as practicable after the date of this Agreement, DV Technology and the Stockholders will make or cause the Companies to make all filings required by Legal Requirements to be made by he, she, or it to consummate the transactions contemplated by this Agreement (including all filings under the HSR Act). After the Closing Date, each party will reasonably cooperate with each other party with respect to all filings that such other party is required by Legal Requirements to make in connection with the transactions contemplated in this Agreement; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other unreasonable burden to

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obtain a governmental authorization. Each party will reasonably cooperate with the other in obtaining all required consents.

          2.6 Delivery of Certificates. At the Closing, each Stockholder, in order to receive such Stockholder’s Pro Rata Share of the Purchase Price, will surrender to Buyer all certificates or other documentation evidencing their Purchased Shares, in each case duly endorsed for transfer to Buyer or, at Buyer’s election, to such wholly owned subsidiary of Buyer as Buyer has designated in writing to the Stockholders Representative not less than 48 hours prior to the Closing.

          2.7 No Further Transfers. During the term of this Agreement, there will be no transfers on the stock transfer books of Datavantage Capital Stock or DV Technology Capital Stock other than by operation of law.

          2.8 Fractional Shares. No certificates for fractional shares of MICROS Common Stock will be issued. In lieu of issuing fractional shares, each Stockholder otherwise entitled to a fractional share of MICROS Common Stock will receive an amount of cash equal to the product of such fraction (after aggregating all fractional shares of MICROS Common Stock to be received by such Stockholder) multiplied by $25.30. Each such Stockholder will have no other rights with respect to such fractional share of MICROS Common Stock and will have no rights as a stockholder of Buyer with respect to such fractional share of MICROS Common Stock.

3.     HOLDBACK.

          3.1 Indemnification Holdback.

4.     WARRANTIES AND REPRESENTATIONS OF THE WARRANTING STOCKHOLDERS.

     Each of Lader, Napoli, and Saratoga (collectively, referred to in this Agreement as, the “Warranting Stockholders”), warrants and represents to and for the benefit of Buyer that:

          4.1 Organization, Good Standing, Authority and Capacity. Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization.

          4.2 Power; Foreign Qualifications. Each Company has the full corporate power and authority and possesses all material Government franchises, licenses, permits, authorizations and approvals

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necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as the same is now being conducted. Each Company is duly qualified and authorized to do business as a foreign corporation in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. True and complete copies of the Companies’ articles of incorporation or certificate of incorporation, as the case may be, in each case as amended to date, and by-laws or code of regulations, as the case may be, as in effect on the date of this Agreement, have been delivered to Buyer.

          4.3 Capitalization Matters. The authorized capital stock of Datavantage consists of 350,000 shares of common stock, no par value, 225,000 of which are shares of Class A common stock, 106,384 of which are issued and outstanding, and 125,000 of which are shares of Class B common stock, 60,284 of which are issued and outstanding. The authorized capital stock of DV Technology consists of 350,000 shares of common stock, no par value, 225,000 of which are shares of Class A common stock, 100,000 of which are issued and outstanding, and 125,000 of which are shares of Class B common stock, 16,667 of which are issued and outstanding. All of the outstanding Shares are duly authorized and validly issued, fully paid and nonassessable and are owned by the Stockholders as set forth on Schedule 4.3. Except as set forth above, there are no shares of capital stock or other equity securities of the Companies outstanding. The outstanding Shares have not been issued in violation of, and are not subject to, any preemptive or subscription rights. Except as disclosed on Schedule 4.3, there are no outstanding options, warrants, calls, agreements, subscriptions, phantom stock rights, convertible or exchangeable securities, or other commitments of any character pursuant to which the Stockholders or the Companies are or may become obligated to issue, sell, purchase, return, or redeem any securities of the Companies, other than this Agreement, and no equity securities of the Companies are reserved for issuance for any purpose. Any item disclosed on Schedule 4.3 shall be terminated on or before the Closing Date.

          4.4 Subsidiaries. Datavantage has no Subsidiaries, and owns no equity interest, direct or indirect in any other corporation, partnership, joint venture, limited liability company, or other business entity. DV Technology owns 100,000 shares of Class A common stock of Datavantage and 16,667 shares of Class B common stock of Datavantage and has no other Subsidiaries, and owns no equity interest, direct or indirect, in any other corporation, partnership, joint venture, limited liability company, or other business entity.

          4.5 Effective Agreements. Except as may be disclosed in Schedule 4.5, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and the compliance with the terms set forth in this Agreement will not, conflict with, or result in any violation of or default under, or result in any Person having the right to terminate or modify: (a) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement, understanding, or arrangement to which either of the Companies is a party; (b) any Legal Requirement or Order applicable to either of the Companies, or the property or assets of the Companies; or (c) any provision of the articles of incorporation, certificate of incorporation, by-laws, code of regulations or organizational documents of the Companies. Except as may be disclosed in Schedule 4.5, no consent, approval, license, permit, or authorization of, or registration, declaration, or filing with, any Government or Governmental Agency or of any other third party, is required to be obtained or made by the Companies, or any of their respective Affiliates, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement except for filings required under the HSR Act. Except as may be disclosed on Schedule 4.5, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time):

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          4.6 Financial Statements. The Company Balance Sheets, the Company March Balance Sheets and the related statements of operations and retained earnings and cash flows of each of the Companies for the year then ended (in each case audited with respect to Datavantage and unaudited with respect to DV Technology), a copy of each of which is set forth on Schedule 4.6, including, in each case, the related notes and schedules, fairly represent each of the Companies’ financial condition and results of operations as at the respective dates and for the periods ended to which they relate, and have been prepared in accordance with the books and records of the each of the Companies in accordance with GAAP, subject, with respect to the Company March Balance Sheets and the unaudited balance sheet of DV Technology and the related statements of operations and retained earning and cash flows, to normal recurring year-end adjustments and the absence of notes.

          4.7 Absence of Undisclosed Liabilities. Except to the extent shown or provided for in the Company Balance Sheets, the Companies have, and on the Closing Date will have no material obligations or material liabilities of any kind, fixed, accrued, absolute, contingent, unasserted, or otherwise, except for liabilities and obligations:

          4.8 Assets.

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          4.9 Accounts Receivable. All Accounts Receivable of the Companies have arisen from bona fide transactions in the ordinary course of business not inconsistent with past practices. Other than $300,000 of Accounts Receivable reserved against in the allowance for doubtful accounts on the Company Balance Sheets as of March 31, 2003, all of such Accounts Receivable are valid and existing accounts receivable arising out of the sale of products or services of the Companies in the ordinary course of business. Except as may be may be disclosed on Schedule 4.9, none of such Accounts Receivable is subject to any counterclaim or set-off except to the extent taken into account in such allowance. Notwithstanding anything to the contrary above, no representation or warranty is made with respect to Accounts Receivable which: (i) are reflected on the Company Balance Sheets as deferred revenue; and (ii) are for payment for services to be performed after the Closing Date that the Companies elect not to perform.

          4.10 Absence of Certain Changes. Except as may be disclosed on Schedule 4.10, since January 1, 2003, each Company has conducted its business in the ordinary course of business not inconsistent with past practices and there has not been any material adverse change in the business, assets, financial conditions, or results of operations of either Company. Additionally, except as may be disclosed on Schedule 4.10 or permitted by the terms of this Agreement, each of the Companies has not, since January 1, 2003:

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          4.11 Employment Contracts. Except as may be disclosed on Schedule 4.11, and other than in the ordinary course of business, neither of the Companies is a party or subject to any contract, agreement, arrangement, or understanding with any of its employees, and the employment of any employee may be terminated at any time without the payment of any consideration, except as may be required by law. Except as may be disclosed on Schedule 4.11, all bonuses or other non-recurring payments to employees or officers (other than commissions) that were due on or prior to the Closing Date of this Agreement were paid to and received by the relevant employees and officers, and there are no bonuses or other non-recurring payments due or owing to any employee or officer that were not paid and received on or prior to the Closing Date. No agreement, contract or arrangement to which either of the Companies is a party may result in the payment of any amount that would not be deductible be reason of Section 280G or Section 40 of the Code.

          4.12 Absence of Defaults. The Companies are not in default under any material contract, agreement, lease, or document to which either or any of their properties is bound. Except as may be may be disclosed on Schedule 4.12, each of the Companies and its properties and assets are in compliance with all statutes, laws, ordinances, rules, and regulations of any Government or Governmental Agency applicable to its business, and any filing requirements, including, without limitation, those relating to asbestos, petroleum, and hazardous wastes and substances.

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          4.13 Document List. Schedule 4.13 contains a list or description of the material contracts, licenses, permits, agreements, leases, and other commitments to which either of the Companies is a party. Except only as to the contracts, licenses, permits, agreements, leases, and other commitments listed or described on Schedule 4.13 and those that are entered into in the ordinary course of business after the date of this Agreement not inconsistent with past practices, the Companies are not a party to or bound by any written or oral:

     The Companies have provided Buyer with a true and complete copies of each agreement, contract, lease, license, commitment, or instrument of the Companies described on Schedule 4.13 other than those specifically identified on Schedule 4.13 as not having been delivered to Buyer. Except as may be disclosed on Schedule 4.13, each of the Contracts described on Schedule 4.13 (collectively, the “Contracts”) is in full force and effect, neither Company has received any written notice that such Contract is not in full force and effect, and neither Company has materially breached such Contract.

          4.14 Insurance Policies. Each of the Companies maintains policies of fire and casualty, extended coverage, business interruption, public and product liability, professional liability, workers compensation, and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are, to the Knowledge of the Warranting Stockholders, customarily carried by Persons conducting business or owning assets

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similar in type and size to those of each of the Companies and will continue such insurance in effect through the Closing Date; a list of such insurance policies (the “Policies”) is set forth on Schedule 4.14. Schedule 4.14 sets forth a list and description of all material claims filed pursuant to the Policies during the past two years.

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          4.15 Books and Records. Except as provided below in this Section 4.15, the books and records of the Companies are in all material respects complete and correct. Since March 31, 2003, the Companies have maintained their financial statements in accordance with past practices and GAAP. The stock certificate and transfer books of each of the Companies are true, accurate and complete. The books of account, minute books, stock record books, and other records of each of the Companies have been made available to Buyer. The minute books of the Companies contain accurate and complete records of all meetings held of, and corporate action taken by, the Stockholders, each of the Companies’ board of directors, and any committees of the board of directors, except where the failure to contain such records would not have a Material Adverse Effect. At the Closing, all of those books and records will be in the possession of the Companies.

          4.16 Litigation. There is no Proceeding pending or Threatened by or against the Companies or any of their respective properties, assets, operations, or businesses or the transactions contemplated by this Agreement, except as may be disclosed on Schedule 4.16. Neither the Companies, nor any of their respective assets are subject to any outstanding judgments, Orders or decrees, domestic or foreign. Except as may be disclosed on Schedule 4.16, there is no Proceeding that has been commenced by or against either of the Companies or that otherwise relates to or may materially affect the business of, or any of the material assets owned or used by either of the Companies; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. No such Proceeding has been Threatened, and to the Knowledge of the Warranting Stockholders, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Companies have delivered to Buyer copies of all pleadings, correspondence, and other material documents relating to each Proceeding listed on Schedule 4.16. The Proceedings that may be listed on Schedule 4.16 will not have a Material Adverse Effect on the business, operations, assets, or condition, of the Companies. Except as may be disclosed on Schedule 4.16, the Companies have not at any time during the three years preceding Closing received any written notice or other communication from any Governmental Agency or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material term or requirement of any judgment, Order, Legal Requirement, or regulation to which the Companies or any of the material assets owned or used by it is or has been subject.

          4.17 Environmental Matters. For purposes of this Section 4.17, the “Companies” includes all Affiliates of each of the Companies. The Companies have not released, emitted, buried, or otherwise disposed of Regulated Substances on any of the Real Property in material violation of any Environmental Law. The Companies have complied in all material respects with all Environmental Laws relating to their operations or the Real Property. The Companies have not received any written notice, demand, suit or information request pursuant to CERCLA or any comparable state law, or any other Environmental Law, nor do the Warranting Stockholders have Knowledge of any other party’s receipt of the same relating to any of the Real Property. Neither the Companies nor any Warranting Stockholder has received written notice that any of the Real Property is listed on any regulatory list of contaminated properties, including but not limited to the National Priorities List promulgated pursuant to CERCLA, the CERCLIS or any federal, state or local counterpart. To the Knowledge of the Warranting Stockholders, the Companies have no existing or potential liability under any Environmental Laws. No environmental approvals or consents are required under Environmental Law from any Governmental Agency or authority for Buyer and the

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Companies to consummate the transactions contemplated by this Agreement or for each of the Companies to continue its business after the Closing Date in a manner consistent with present business operations. To the Knowledge of the Warranting Stockholders, there are no conditions on any adjacent properties that threaten property leased by the Companies. Neither of the Companies is required to have, nor does it have, any permits or approvals issued under any Environmental Law. Each Company has disclosed, prior to the date of this Agreement, all material environmental liabilities, and has disclosed all material reports, assessments or remedial action plans, in its or its agent’s possession, relating to any existing environmental condition, of the Real Property or its operations.

          4.18 Intellectual Property.

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          4.19 Tax Matters. Except as disclosed on Schedule 4.19:

          4.20 Employment Benefit Matters.

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          4.21 Officers. Set forth on Schedule 4.21 is a list of the names of the officers of each of the Companies, together with the title or job classification of each such Person. Except as may be disclosed on Schedule 4.21, none of such Persons has an employment agreement or understanding, whether oral or written, with the Companies, which is not terminable on notice by the Companies without cost or other liability to the Companies, except for severance payments not inconsistent with past practices of the applicable Companies.

          4.22 Transactions With Affiliates. Except as may be disclosed on Schedule 4.22, none of the Stockholders, nor any director, officer or employee of the Companies, or member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or any member of the family of any such person, has a substantial interest or is an officer, director, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, is presently or contemplated to be a party to any transaction with the Companies, including any contract, agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to any such person or firm except for compensation for services in the ordinary course as an employee of Datavantage.

          4.23 Stockholder Loans. As of the date of this Agreement, the Companies: (i) have no loans with any Stockholder; (ii) do not owe any Stockholder any money; and (iii) any preexisting stockholder loans have been discharged or forgiven in full.

          4.24 Customers and Suppliers. Schedule 4.24 consists of a true and correct list of the top 25 vendors and customers of the Companies that have maintained accounts with either of the Companies during the preceding 12 months and the dollar volume of business conducted by each for each of the past 12 months as well as a list of the top five suppliers during the same period ranked by volume of business with each of the Companies.

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Except as may be disclosed on Schedule 4.24, none of the Companies has received written notice that any such customer or vendor will not continue to do business with the Companies or Buyer in a manner and on terms and conditions not inconsistent with past practices. Buyer acknowledges that the Companies, before Closing, are not obligated to inform such vendors or customers of the transactions contemplated by this Agreement in connection with this representation and warranty.

          4.25 Licenses; Permits. Schedule 4.25 is a true and complete list of all material licenses, permits, and authorities issued or granted to the Companies by foreign, local, state, or federal Governmental Agencies. To the Knowledge of the Warranting Stockholders all such material licenses, permits, or authorities of the Companies are validly held by the Companies, the Companies have complied with all material requirements in connection therewith and the same will not be subject to suspension, modification, or revocation as a result of this Agreement or the consummation of the transactions contemplated by this Agreement. Material licenses, permits, and authorities issued or granted by foreign, local, state, or federal Governmental Agencies that are necessary for the conduct of the Companies’ business are not held in the name of any employee, officer, director, stockholder, or agent of such Company.

          4.26 Accounts; Safe Deposit Boxes; Powers of Attorney; and Directors. Attached as Schedule 4.26 are:

          4.27 Employee and Labor Relations. Except as may be disclosed on Schedule 4.27:

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          4.28 Corporate Name. Except as may be disclosed on Schedule 4.28, as of the date of this Agreement each of the Companies has the exclusive right to use its name as the name of the corporation in any jurisdiction in which it is qualified to do business, and has not received any written notice of conflict with respect to the rights of others regarding its corporate name.

          4.29 Effect of Transaction. No creditor, employee, client, franchisee, or other customer or other Person having a business relationship with the Companies has given written notice to the Companies that such Person intends to materially change that relationship because of the transactions contemplated by this Agreement.

          4.30 Company Perquisites. Except as may be disclosed on Schedule 4.30, as of the date of this Agreement, the Companies do not maintain on behalf of the Stockholders (or any of the Stockholders’ family members), any of the following benefits or perquisites: (i) non-qualified retirement or executive bonus plans; (ii) country club or other recreational club memberships or affiliations; (iii) key man or other related life insurance policies; (iv) housing benefits or allowances; or (v) automobile leases or insurance benefits.

          4.31 Closing Costs. All costs incurred directly or indirectly by the Company or by the Stockholders relating to the transactions effectuated pursuant to this Agreement, including without limitation attorneys’ fees, investment brokerage fees and accounting fees, have been paid by the Companies and do not in the aggregate exceed $210,000.

          4.32 Future Contracts. The Future Contracts are all valid, existing and legally binding contracts under which the customer contracting parties shall, in the aggregate, pay to the Companies after the Closing Date in a timely manner no less than 50% of all amounts stipulated in the aggregate thereunder.

          4.33 Disclosure. The representations and warranties contained in this Article are true, complete and correct, and no such representation or warranty contains any untrue statement of material fact or omits to state any material fact necessary to make the statements made not misleading.

5.     WARRANTIES AND REPRESENTATIONS OF THE STOCKHOLDERS.

     Each Stockholder (including without limitation the Warranting Stockholders), for himself, herself or itself, represents and warrants to and for the benefit of Buyer as follows:

          5.1 Authority and Capacity. Such Stockholder has all requisite power, authority, and capacity to enter into this Agreement and to consummate the transactions contemplated by this Agreement. All acts and other proceedings required to be taken by such Stockholder to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and properly taken. This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against him, her, or it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally, or by general equitable principles.

          5.2 Effective Agreements. The execution and delivery of this Agreement by such Stockholder does not, and such Stockholder’s consummation of the transactions contemplated by this Agreement and compliance with the terms of this Agreement will not, conflict with, or result in any violation of or default under, or result in any Person having the right to terminate or modify: (a) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement, understanding, or arrangement to which such Stockholder

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is a party except to the extent such conflict, violation, or default would not have a Material Adverse Effect, or (b) any Legal Requirement or Order applicable to such Stockholder, or the property or assets of such Stockholder. No consent, approval, license, permit, or authorization of, or registration, declaration or filing with, any Government or Governmental Agency or of any other third party, is required to be obtained or made by such Stockholder, or any of his, her, or its Affiliates, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

          5.3 Title to the Purchased Shares. Such Stockholder has good and marketable title to the Purchased Shares owned by such Stockholder, free and clear of any Liens. Except as may be disclosed on Schedule 5.3, none of such Stockholder’s Purchased Shares are subject to any voting trust agreement or other contract, agreement, arrangement, commitment, or understanding, including any such agreement, arrangement, commitment, or understanding restricting or otherwise relating to the voting, dividend rights, or disposition of the Purchased Shares, other than those set forth in the certificate of incorporation or articles of incorporation and by-laws or code of regulations of the Companies, as the case may be.

          5.4 Litigation. There is no Proceeding pending or, to such Stockholder’s Knowledge, Threatened by or against such Stockholder or any of his, her or its properties, assets, operations, or businesses or the transactions contemplated by this Agreement. Such Stockholder and his, her, or its assets are not subject to any outstanding judgments, Orders or decrees, domestic or foreign that are expected to have a Material Adverse Effect. There is no Proceeding that has been commenced by or against such Stockholder or that otherwise relates to or may materially affect the business of, or any of the material assets owned or used by such Stockholder; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.

          5.5 Transactions With Affiliates. Except as may be disclosed on Schedule 4.22, such Stockholder, or, with respect to any such Stockholder that is an entity, any director, officer, or shareholder of such Stockholder, or any member of the immediate family of any such Stockholder, or any corporation, partnership, trust, or other entity in which any such Stockholder, or any member of the immediate family of any such Stockholder, is an officer, director, trustee, partner, or holder of more than 5% of the outstanding capital stock of such entity, is not presently, or is not contemplating becoming, a party to any transaction with the Companies, including any contract, agreement, or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to any such Stockholder or firm, except for compensation for services as a director, officer, or employee of one or both of the Companies.

          5.6 Disclosure. No representation or warranty made in this Section 5, nor in any Schedule, certificate or instrument furnished or to be furnished to Buyer pursuant to this Agreement, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. There is no fact that was made available to the Stockholders that has not been disclosed to Buyer that will materially and adversely affect the business’ financial condition, operations, property or affairs of the Companies.

6.     WARRANTIES AND REPRESENTATIONS OF BUYER.

     Buyer warrants and represents to and for the benefit of the Stockholders as follows:

          6.1 Organization, Good Standing, Authority and Capacity. Buyer is a corporation duly organized validly existing and in good standing under the laws of the state of its organization with all requisite corporate power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated by this Agreement. All acts and other proceedings required to be taken by Buyer to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally, or by general equitable principles.

          6.2 Effective Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the terms of this Agreement will not, conflict with, or result in any violation of or default under, or result in any Person having the right to

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terminate or modify (a) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement, understanding, or arrangement to which Buyer is a party, or (b) any Legal Requirement or Order applicable to Buyer or the property or assets of Buyer. No consent, approval, license, permit, or authorization of, or registration, declaration, or filing with any Government or Governmental Agency or of any other third party, is required to be obtained or made by Buyer or its Affiliates, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

          6.3 Power; Foreign Qualification. Buyer has the full corporate power and authority and possesses all material Government franchises, licenses, permits, authorizations, and approvals necessary to enable it to use its corporate name and to own, lease, or otherwise hold its properties and assets and to carry on its business as the same is now being conducted. Buyer is duly qualified and authorized to do business as a foreign corporation in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary except where the failure to be so qualified would not have a Material Adverse Effect.

          6.4 MICROS Shares. The MICROS Shares to be issued pursuant to this Agreement will be duly authorized and when the share certificates in respect of such MICROS Shares are issued in accordance with the terms of this Agreement, will be validly issued and fully paid and nonassessable.

          6.5 Capitalization. The authorized capital stock of Buyer consists of 50,000,000 shares of MICROS Common Stock. All of the outstanding MICROS Common Stock are duly authorized and validly issued, fully paid and nonassessable.

          6.6 SEC Reports and Financial Statements. Buyer has filed with the Securities and Exchange Commission (“SEC”) all forms, reports, schedules, statements and other documents required to be filed by it or any of its Subsidiaries under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or under the Securities Act and will make all such filings on a timely basis from and after the date hereof (as such documents have been amended, the “MICROS SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the MICROS SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such documents or necessary in order not make the statements in such documents, in light of the circumstances under which they were made, not misleading, and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act and the Securities Act.

          6.7 Litigation. There is no Proceeding pending or Threatened by or against Buyer that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.

          6.8 Adequate Financing. As of the date of this Agreement, Buyer has adequate funding to be able to consummate the transactions as contemplated in this Agreement.

          6.9 Compliance With Law. Buyer and its Subsidiaries have complied in all respects with all Legal Requirements relating to this Agreement and the consummation of the transaction contemplated hereunder, and, to the Knowledge of Buyer, there is no current violation of applicable law that will have a Material Adverse Effect on the operations of Buyer.

          6.10 Absence Of Certain Changes. Except to the extent disclosed in the MICROS SEC Documents filed prior to the date of this Agreement, since December 31, 2002, (a) Buyer and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice, and (b) there has not occurred any events, changes, or effects (including the incidence of any liabilities of any nature, whether or not accrued, contingent, or otherwise) having, or which would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Buyer, other than political, economic, industry or health issues that may impact business in general.

          6.11 Disclosure. No representation or warranty made in this Section 6, nor in any Schedule, certificate or instrument furnished or to be furnished to the Stockholders pursuant to this Agreement, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. There is no fact that has been made available to Buyer that has not disclosed to the Stockholders that will materially and adversely affect the business, financial condition, operations, property or affairs of Buyer.

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7.     CLOSING OBLIGATIONS OF THE STOCKHOLDERS.

          7.1 Opinion of Counsel for the Stockholders. On or before the Closing Date, Stockholders shall deliver to Buyer the written opinions from Benesch, Friedlander, Coplan & Aronoff LLP and Cahill Gordon & Reindel (with respect to Saratoga only), dated the Closing Date, in form and substance reasonably acceptable to Buyer.

          7.2 Deliveries. On or before the Closing Date, Stockholders shall deliver to Buyer:

          7.3 Delivery of Minute Books, Stock Books, Etc.On or before the Closing Date, the Stockholders shall deliver to Buyer (or shall otherwise be in the possession of the Companies) the Companies’ corporate minute books, stock books, stock transfer ledgers and corporate seals, and all books, records, documents, agreements, properties, or assets of the Companies.

          7.4 Stock Agreement and Investment Letter. On or before the Closing Date, each Stockholder shall execute and deliver a copy of the Stock Agreement and Investment Letter in the form attached to this Agreement as Exhibit A or Exhibit B, as appropriate.

          7.5 Termination of Prior Agreements. By executing and delivering a counterpart of this Agreement to Buyer at the Closing, each of the Stockholders, Datavantage, and DV Technology hereby waives any existing right, claim or cause of action of any type arising out of or under any of the Existing Agreements (as defined below) and each such Existing Agreement is hereby terminated effective upon the Closing Date without further liability to any party thereto. Each of the following agreements is an “Existing Agreement” for purposes of this Agreement: (a) the Stock Restriction and Close Corporation Agreement, dated January 31, 2000, by and among Datavantage and certain of the Stockholders; (b) the DV Technology Holdings Corporation / Datavantage Corporation Joint Employee Stock Purchase Plan, adopted January 10, 2000; (c) the Recapitalization Agreement, dated January 11, 2000, by and among Datavantage, DV Technology and the stockholders of Datavantage at that time; and (d) all joinder agreements to any of the forgoing.

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8.     CLOSING OBLIGATIONS OF BUYER.

          8.1 Deliveries Letter. On or before the Closing Date, Buyer shall deliver to the Stockholders:

9.     [INTENTIONALLY OMITTED]

10.     INDEMNITIES.

          10.1 Indemnity of Buyer by the Stockholders. Subject to the limitations, obligations, rights and other applicable provisions of this Section 10 (including the limitation set forth in Section 10.5), the Stockholders will indemnify, defend, and hold harmless Buyer, and its Affiliates and their respective officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”), from and against any and all actual losses, liabilities, claims, damages or expenses (including reasonable attorneys’ fees and accounting fees, including those in connection with: (a) five voluntary sales tax disclosure agreements; and (b) all additional voluntary sales tax disclosure agreements, the initiation process of which and the resolution of which are subject to the Warranting Stockholders’ consent, which shall not be unreasonably withheld) (each a “Loss”), net of any Tax benefit directly related to such Loss, or insurance recoveries received by Buyer Indemnified Party claiming such Loss, suffered or incurred by any such Buyer Indemnified Party to the extent such Loss arises from any misrepresentation or breach of this Agreement by the Stockholders, including, without limitation, a breach of a representation, warranty or covenant of the Stockholders contained in this Agreement. Buyer Indemnified Party and Companies shall file and process all insurance claims with the applicable insurer in the ordinary course; all such insurance proceeds collected shall be applied against the related Loss and any excess shall be paid to the Indemnifying Party.

          10.2 Indemnity of the Stockholders by Buyer. Buyer will indemnify, defend, and hold harmless the Stockholders, and their respective Affiliates, and, if any, their respective officers, directors, employees and agents (collectively, the “Stockholder Indemnified Parties”), from and against any and all Losses (net of any Tax benefit directly related to such Loss, or insurance recoveries received by the Stockholder Indemnified Party claiming such Loss) suffered or incurred by any such Stockholder Indemnified Party to the extent arising from any misrepresentation or breach of this Agreement, including without limitation a breach of a representation, warranty or covenant of Buyer contained in this Agreement. Stockholders Indemnified Parties and Stockholders shall file and process all insurance claims with the applicable insurer in the ordinary course; all such insurance proceeds collected shall be applied against the related Loss and any excess shall be paid to the Indemnifying Party.

          10.3 Claims for Indemnity.

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          10.4 Third-Party Claims. With respect to any and all claims, suits and/or demands by third parties that could reasonably be expected to result in a Loss that would be indemnifiable under the terms of this Agreement (a “Third Party Claim”), whenever a party entitled to indemnification pursuant to this Section 10 (the “Indemnified Party”) will have received a written notice that such Third Party Claim has been asserted or Threatened, the Indemnified Party will notify the indemnifying party (the “Indemnifying Party”) of such Third Party Claim giving the Indemnifying Party a description of the facts within the Indemnified Party’s Knowledge that relate to any Third Party Claim within reasonable time after receiving such notice. Thereafter, the Indemnifying Party will have the right to, in its sole discretion, defend and to direct the defense against any Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the Indemnifying Party’s expense and with counsel of the Indemnifying Party’s own choosing (but subject to the reasonable approval of the Indemnified Party). Notwithstanding the preceding sentence, the Indemnifying Party will not settle, compromise, or offer to settle or compromise such Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld. The Indemnified Party may, if it so elects and entirely within its own discretion, participate in the defense of such asserted liability of such Third Party Claim, at the Indemnified Party’s expense and with counsel of the Indemnified Party’s own choosing. If the Indemnifying Party fails to give notice of his, her, or its intention to contest or settle such Third Party Claim within 30 days after its receipt of written notice of such Third Party Claim, the Indemnified Party may, if it so elects and entirely within its own discretion, defend such Third-Party Claim. If an Indemnified Party elects to defend a Third Party Claim pursuant to the immediately preceding sentence of this Section 10.4, the Indemnified Party will be entitled to indemnification from the Indemnifying Party for any and all costs, losses, liabilities, and expenses whatsoever, including reasonable attorneys’ and other professional fees, that such Indemnified Party may sustain, suffer, incur, or become subject to as a result of its defense of any such Third Party Claim.

          10.5 Limitation on Indemnity. Notwithstanding the foregoing, the Indemnifying Parties will not be obligated to indemnify any Indemnified Parties except as follows:

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          10.6 No Consequential Damages. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES SUCH AS, BY THE WAY OF EXAMPLE AND NOT OF LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY OR INTERRUPTION OF BUSINESS LOSSES.

          10.7 Survival of Warranties and Representations. Each party covenants and agrees that its warranties and representations contained in this Agreement and the Schedules will survive the Closing Date under this Agreement for a two-year period, unless otherwise provided herein. Notwithstanding the above, (a) the representations and warranties in Section 4.18 (Intellectual Property) will survive until the third anniversary of the Closing Date, (b) the representations and warranties in Section 4.19 (Tax Matters) to the extent they relate to sales or use Taxes will survive until the fifth anniversary of the Closing Date and (c) the representations and warranties in Section 4.19 (Tax Matters) (other than to the extent they related to sales or use taxes) and Section 4.17 (Environmental Matters) will terminate upon the expiration of the applicable statutes of limitations. All Claims for indemnification pursuant to this Agreement must be asserted in writing on or before the 180th day following the expiration of the applicable survival period as provided in this Section 10.7, or such claim for indemnification will be waived.

          10.8 Exclusive Remedy. Except as otherwise expressly provided for in this Agreement, following the Closing, the indemnification provided by this Section 10 will be the exclusive remedy for Buyer and the Stockholders with respect to any breach or violation of any provision of this Agreement and the transactions contemplated by this Agreement.

11.     COVENANTS AND INDEMNITIES AS TO TAX MATTERS.

          11.1 Responsibility for Returns and Reports. All Tax returns and Tax reports for taxable periods of each of the Companies ending after the Closing Date will be prepared by Buyer, or at Buyer’s direction, and filed by the Companies with the appropriate authorities. Buyer will permit the Stockholders to review and comment on such Tax returns and reports prior to the filing and will make such revisions to such Tax returns and

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reports as are reasonably requested by the Stockholders to the extent that such requested revisions are consistent with the past practices and customs of the Companies, and any applicable IRS guidelines, regulations, rulings and procedures. All Tax returns and Tax reports (including any amendments thereof) for the taxable periods of the Companies ending on or before the Closing Date that are filed after the Closing Date will be prepared by the Stockholders, or at the Stockholders’ direction, in a manner consistent with the past practices of the Companies, and filed by the Companies with the appropriate authorities.

          11.2 Tax Indemnification by the Stockholders.

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          11.3 Tax Sharing Arrangements. All Tax sharing agreements or similar agreements with respect to or involving each of the Companies will be terminated as of the Closing and, after the Closing, each of the Companies will not be bound by such Tax sharing agreements or have any liability under such Tax sharing agreements.

          11.4 Cooperation on Tax Matters. Buyer and the Stockholders will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation will include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Buyer will cause the Companies, and the Stockholders will: (i) retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Stockholders, any extensions) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (ii) give the other party reasonable written notice before transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or the Stockholders, as the case may be, will allow the other party to take possession of such books and records. Buyer and the Stockholders will, upon request, use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Agency or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement).

          11.5 No Section 338 Election. Neither Buyer nor either Company shall make any election under Section 338 of the Code with respect to the transactions contemplated by this Agreement.

12.     MISCELLANEOUS.

          12.1 Dispute Resolution.

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          12.2 Non-Solicitation. For a period of 48 months commencing at the time of Closing, no Stockholder, and no entity in which a Stockholder has an equity interest of more than 5%, will hire, solicit, or induce to resign from the employment of Buyer, or an Affiliate of Buyer, or the Companies, any individuals employed by the Companies as of the Closing Date who are hired or retained by Buyer, an Affiliate of Buyer, or the Companies.

          12.3 Non-Compete. Lader and Napoli (and any entity in which either Lader or Napoli has a 5% or greater interest) will not, for a period of 36 months commencing at the time of Closing, and each other Stockholder will not, for a period of six months commencing at the time of Closing, (a) directly or indirectly, operate, develop, engage in, or accept employment, own a material interest in, or otherwise give assistance to, any Person, firm or corporation engaged in the ownership and management of a business substantially similar to that of, or in competition with the Companies as presently conducted, or (b) knowingly take any action, directly or indirectly, to interfere with Companies’ contractual relationships with any of its customers.

          12.4 Stockholder Representative.

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          12.5 Further Assurances. The Stockholders will, at the reasonable request and expense of Buyer after the Closing Date, execute and deliver to Buyer all such further assignments, endorsements and such other documents, books, or records as Buyer may reasonably request to effect the transactions contemplated by this Agreement as well as any assets, books, records, or documents of the Companies now or hereafter in the possession or subject to the control of the Stockholders. Buyer will, at the reasonable request of the Stockholders, after the Closing Date, make reasonably available to the Stockholders at the premises of the Companies for the Stockholders’ tax and other proper purposes the corporate books and records of the Companies with respect to transactions that occurred on or before the Closing Date.

          12.6 Publicity. No public release or announcement concerning the transactions contemplated hereby will be issued by either party without the prior consent (which consent will not be unreasonably withheld or delayed) of the other party, except as such release or announcement may be required by law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the release or announcement will allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

          12.7 No Brokerage. Except as provided in Section 12.8 of this Agreement, the Stockholders will indemnify and hold Buyer harmless from and against any obligation or liability, contingent or otherwise, for brokerage or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated by this Agreement (and any reasonable expense or expenses incurred in investigating or defending the same, including counsel fees), based in any way on any agreements, arrangements, or understandings claimed to have been made by the Stockholders or the Companies with any third party. Buyer will indemnify and hold the Stockholders harmless from and against any obligation or liability, contingent or otherwise, for brokerage or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated by this Agreement, (and any reasonable expense or expenses incurred in investigating or defending the same, including counsel fees) based in any way on any agreements, arrangements, or understandings claimed to have been made by Buyer with any third party.

          12.8 Expenses. The Companies have paid in full all costs of the Companies and the Stockholders directly and indirectly relating to the transactions effectuated pursuant to this Agreement, including without limitation attorneys’ fees, investment brokerage fees and accounting fees as of the Closing Date. The Stockholders will pay any stock transfer taxes, stamp duties, or other charges as a result of the sale of the Purchased Shares, including, without limitation, any Taxes incident to the sale by them of the Purchased Shares.

          12.9 Notices. All notices, requests, demands and other communications that are required or permitted to be given under this Agreement will be in writing and will be deemed to have been duly given upon the delivery or mailing of such notice, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid three business days after being sent, or by expedited delivery service. Any

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party may change its address for notice from time to time by sending a notice to all other parties in accordance with this Section 12.8 advising of the changed address.

          12.10 Waivers. Either the Stockholders or Buyer may, by written notice to the other, (a) extend the time for the performance of any of the obligations or other actions of the other; (b) waive any inaccuracies of the other in this Agreement or in any document delivered pursuant hereto; (c) waive compliance with any of the terms, conditions, or covenants required to be complied with by the other under this Agreement; and (d) waive or modify performance of any of the obligations of the other under this Agreement. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach.

          12.11 Entire Agreement. This Agreement, with all schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements, whether written or oral, between the parties, other than the Confidentiality Agreement entered into between Buyer and Datavantage, dated January 8, 2003.

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          12.12 Binding Effect; Benefits. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties, or their respective successors and assigns, any rights, remedies, obligations, or liabilities.

          12.13 Fulfillment of Conditions. The parties hereby covenant and agree to use their reasonable commercial efforts to fulfill all of the terms and conditions contained in this Agreement and to take such commercially reasonable action as may be reasonably required to obtain all necessary consents, permits, authorizations and approvals of third parties that are conditions of this Agreement.

          12.14 Law Governing. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA.

          12.15 Headings. Headings on the Articles and Sections of this Agreement are for reference purposes only and will not be deemed to have any substantive effect.

          12.16 Counterparts. This Agreement may be executed in any number of counterparts, including facsimiles, each of which will be deemed an original but all of which together will be deemed to be one and the same instrument.

          12.17 Dollars. All references in this Agreement to “Dollars” or “$” are to U.S. dollars.

          12.18 Schedules. To the extent that any fact or facts set forth in any of the Schedules is unambiguously relevant to any one or more representations and warranties, such fact or facts will be deemed to be disclosed with respect to such representations and warranties. Upon any inconsistency between the statements in the body of this Agreement and those on any Schedule, the statements in the body of this Agreement will control.

          12.19 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement.

          12.20 Jurisdiction and Venue. Subject to the provisions of Section 12.1, the parties consent to the exclusive jurisdiction and venue of the federal and state courts sitting in the State of Maryland for all claims or actions brought by the Stockholders against Buyer arising under or relating in any way to this Agreement or the relationship between the parties, whether sounding in contract, tort, common law, or otherwise, and regardless of whether persons or entities who are not party to this Agreement are parties to such action. Subject to the provisions of Section 12.1, the parties consent to the exclusive jurisdiction and venue of the federal and state courts sitting in the State of Ohio for all claims or actions brought by Buyer against any of the Stockholders arising under or relating in any way to this Agreement or the relationship between the parties, whether sounding in contract, tort, common law, or otherwise, and regardless of whether persons or entities who are not a party to this Agreement are parties to such action. EACH PARTY UNCONDITIONALLY AND IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP BETWEEN THE PARTIES, WHICH WAIVER IS INTENDED TO INCLUDE, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

          12.21 No Third-Party Beneficiaries or Right to Rely. Notwithstanding anything to the contrary in this Agreement, (a) nothing in this Agreement is intended to or will create for or grant to any third party (including, without limitation, to any former, current or future employees or officers of any party), any rights whatever, as a third party beneficiary or otherwise, (b) no third party is entitled to rely on any of the representations, warranties, covenants or agreements contained in this Agreement, and (c) no party hereto will incur any liability or obligation to any third party because of any reliance by such third party on any representation, warranty, covenant and agreement of the Stockholders (or any of them) and each right (including, without limitation, the right to indemnification) and remedy (whether at law or in equity) to which Buyer may be entitled by virtue of this Agreement will, in addition, inure to and be for the benefit of Buyer.

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     IN WITNESS WHEREOF, each party has caused this Agreement to be executed individually or in its respective corporate name by one of its duly authorized officers, all as of the date first above written.

STOCKHOLDERS:

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     In consideration of the Buyer and Stockholders entering into this Agreement, each of the Companies, by executing and delivering a copy of this Agreement, agrees to make such deliveries and to perform such actions, if any, as may be required by this Agreement on their respective parts to be made and performed, all as provided in this Agreement.

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