AGREEMENT FOR PURCHASE AND SALE OF ASSETS

BY AND BETWEEN

TRISENSE SOFTWARE, LTD.

AND GROUP 1 SOFTWARE, INC.

DATED

APRIL 30, 2001

TABLE OF CONTENTS

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

     THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (the “Agreement”) is made and entered into this __ day of April, 2001, by and between TRISENSE Software, Ltd., a Minnesota corporation (“TriSense”) and Group 1 Software, Inc., a Delaware corporation (“Group 1”), regarding the acquisition by Group 1 of all of the assets and the assumption of identified liabilities of TriSense and other transactions described below.

     In consideration of the premises and the mutual promises, representations, warranties and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TriSense and Group 1 intending to be legally bound hereby agree as follows:

1. ACQUISITION OF THE ASSETS

     (a)  Subject to the terms and conditions of this Agreement, Group 1 shall acquire at Closing (as defined below) and Trisense shall sell to Group 1, all of TriSense’s right, title and interest, and with respect to the items set forth in items (v), and (viii) and (xi) below, any interest of a third party, in and to all of the assets (collectively, except for the excluded assets set forth in Schedules 1.6.1 and 1.4.1 hereof, the “Assets”) of Trisense related to, or used in conjunction with, the business of Trisense of developing and distributing ▇▇▇▇ presentment and payment software, and related businesses, as conducted by Trisense on the date of this Agreement (the “Business”) including, but not limited to the following assets:

2

     (b)  The Books and Records, the Cash, the FF&E, and the Personal Assets shall be transferred to Group 1 free of any lien, claim or encumbrance, security interests or other clouds on title (collectively, “Liens”), excepting only liens for taxes not yet paid (“Permitted Liens). The Assumed Contracts, the Customer Information, the Prepaids, the Accounts Receivable, the Improvements and the Inventory shall be transferred to Group 1 free of any Liens, excepting only Permitted Liens and the interests of customers to confidentiality, the rights of the other contract parties (including any interests of the lessor under the Lease), and the financial interest of obligors and payors in such financial assets. The IPR, Software, Documentation, Trademarks and URLs shall be transferred subject only to Permitted Liens and the reservations with respect to the rights of third parties set forth in the representations and warranties herein and in the schedules attached hereto. TriSense hereby grants to Group 1 the right to seek enforcement, either in its own name, as a third party beneficiary, or in TriSense’s name as a delegate of TriSense in Group 1’s reasonable discretion, with respect to any of the Assumed Contracts, or any other agreement by which such Development Personnel has agreed to maintain the confidentiality of any information and/or has agreed that the intellectual property rights to any such works are owned by TriSense

2.  PURCHASE PRICE

     The total purchase price for the Assets, and consideration for the other transactions to be consummated hereunder is as follows:

     (a)  Total consideration of Eight Million One Hundred and Five Thousand Dollars ($8,105,000) (the “Purchase Price”), payable in one (1) cash payment of One Million Five Hundred Forty Five Thousand Dollars ($1,545,000) at Closing and the delivery of Group 1’s Promissory Note, in the form of Exhibit K, in the amount of aggregate principal and interest of Six Million Five Hundred and Sixty Thousand Dollars ($6,560,000) payable in installments of principal plus accrued interest at the annual rate of 4.63%, with payments of principal and interest totaling Three Million Two Hundred Eighty Thousand Dollars ($3,280,000) on each of the first and second anniversary dates of Closing.

     (b)  The consideration described in Section 2(a), above, shall include all payments to be made in connection with the transactions, including any consideration to support ▇▇. ▇▇▇▇’▇ restrictive covenant entered into pursuant to this Agreement, but shall exclude any salary or bonus to be paid under any employment agreements or the consulting arrangement described in Section 4(h)(ii).

     (d)  All payments shall be made by Federal Wire Transfer, in accordance with the wire transfer instructions set out in Exhibit 2.1, hereto, or such other wire transfer instructions provided from time to time by TriSense to Group 1, in writing no less than thirty (30) days prior to a payment due date.

3

     (e)  Paymentech Matters. Group 1 and Trisense acknowledge that as of the date of this Agreement, ▇▇▇▇ and TriSense have agreed in principle with Paymenttech LLC, and/or its affiliates (collectively, “Paymentech”) to license or grant to Paymentech, for fees or other payments of approximately $125,000 upon execution of an agreement and an additional $200,000 upon receipt by Paymentech of a trademark registration, the right to use one logo that may, absence such license, infringe one of Trisense’s Paysense Trademarks. ▇▇▇▇ agrees that during the period of his consulting with Group 1, he will use diligent efforts to complete negotiations with Paymentech and present an agreement with the above terms to Group 1 for execution within 120 days after the date of this Agreement. In order to facilitate the transactions contemplated hereby, TriSense agrees to transfer the Trademarks to Group 1 without entering into any definitive agreement with Paymentech. In consideration for the foregoing, Group 1 agrees that if ▇▇▇▇ has presented an agreement to Group 1 for execution within 120 days of the date of this Agreement, or if ▇▇▇▇ is has made substantial progress on completing such agreement and is diligently continuing to negotiate the same during such period of extension as the parties reasonably agree, and Group 1 or any affiliate of Group 1 who is the successor to the rights in the Trademarks, receives any payment from Paymentech relating to the above described right under the Trademarks (no matter whether such payment results from a license agreement, settlement agreement or any other arrangement) Group 1 shall pay 50% of any such payment to TriSense within 10 days of receipt from Paymentech. 

3.  LIABILITIES OF TRISENSE; ASSUMED CONTRACTS

     (a)  Group 1 shall assume and be responsible for, and shall promptly pay, perform and otherwise satisfy in accordance with their terms, only those obligations and liabilities of TriSense set forth in clauses (i) through (iv) below (collectively, the “Assumed Liabilities”) and no others:

     (b)  Except for the Assumed Liabilities, Group 1 shall assume no liabilities or obligations whatsoever of TriSense, regardless of whether such arise or are required to be performed before, at or after Closing. In furtherance of the above, TriSense represents, warrants, covenants and agrees that except for the Assumed Liabilities, Group 1 shall not assume or be liable for, whether contractually, by operation of law, or otherwise, any contracts, commitments, indebtedness, obligations or liabilities of TriSense, including, without limitation: (i) liabilities or obligations of or claims against TriSense arising out of any action, suit, proceeding, arbitration, investigation or hearing or notice of hearing arising out of, or relating in any manner to, the Business before Closing; (ii) liabilities or obligations arising from, out of or in connection with the transactions contemplated by this Agreement including the fees and expenses of TriSense’s counsel, investment bankers, accountants and other representatives; (iii) liabilities or obligations involving the payment of any domestic (federal, state or local) or foreign taxes, customs or other governmental charges of any kind, including but not limited to use taxes, property taxes, taxes on services and ad valorem taxes, excise taxes, sales taxes, transfer taxes, gains taxes, recording taxes and taxes on or measured by income, any of which taxes are due or shall become due as a result of the operation of TriSense’s Business prior to Closing or respect to the Assets or interest or penalties relating thereto except to the extent such liabilities have been accrued and the accrual is transferred to Group 1 in accordance with Section 1; and (iv) liabilities or obligations of any kind or nature incurred by TriSense on or after Closing except to the extent the same relate to an Assumed Contract(such liabilities not being assumed by Group 1 being hereafter referred to as the “Excluded Liabilities”) All liabilities, obligations and payables of or claims against TriSense not expressly herein assumed by Group 1 shall be and remain the sole responsibility of and shall be satisfied by TriSense.

4

4.  REPRESENTATIONS AND WARRANTIES OF TRISENSE

     TriSense represents and warrants to Group 1 that, except as set forth in the Disclosure Schedule delivered by TriSense to Group 1 on the date hereof (the “Disclosure Schedule”) (which Disclosure Schedule sets forth the exceptions to the representations and warranties contained in this Article IV):

     (a)  Organization and Standing; Shareholder. TriSense is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the state of Minnesota, and has the full power and authority (corporate and otherwise) to carry on its business as it is now being conducted, and to own and lease the properties and assets which it now owns or leases. TriSense is duly qualified and/or licensed to transact business and in good standing as a foreign corporation in all jurisdictions in which the nature of its business or its ownership of property requires it to be qualified and in which the failure to be so qualified would have a material adverse effect on the financial or operating condition of the Business. ▇▇▇▇ is, and has been since the organization of TriSense, the sole shareholder of TriSense.

     (b)  Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors and sole shareholder of TriSense and this Agreement constitutes the valid and legally binding obligations of TriSense, except as enforceability may be limited by applicable equitable principles or judicial discretion, or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally.

     (c)  Authority; No Breach. TriSense has the capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby. Except as contemplated by this Agreement, there are no authorizations, consents, approvals, licenses, exemptions from or filings with, or registrations with any governmental, quasi-governmental or non-governmental regulatory agency or authority, necessary on the part of TriSense for, or in connection with, the transactions contemplated hereunder, except where the failure to obtain the same would not be reasonably likely to result in a material adverse effect. TriSense covenants and agrees that if at any time any of the aforesaid authorizations, consents, approvals, licenses, exemptions or filings shall be required, TriSense shall take all commercially reasonable actions to either immediately obtain the appropriate authorization, consent, approval, license, or exemptions, or take all commercially reasonable actions to cure the facts and circumstances which prevent the issuance or obtaining of such authorization, consent, approval, license or exemption.

5

     (d)  No Conflict. The execution and delivery of this Agreement by Group 1 does not, and the consummation of the transactions contemplated hereby will not, violate (i) any provisions of TriSense’s Articles of Incorporation or Bylaws, as amended or (ii) any provisions or constitute a breach or event of default under any agreement, lease, instrument or other document, including, without limitation, the Merger Agreement effective May 15, 1995 by and between Document Solutions, Inc. and BIDOC Acquisition Corp (a subsidiary of The Bisys Group, Inc.) . No consent, approval or agreement of any person, party, court, government or entity is required to be obtained by Trisense in connection with the execution and delivery of this Agreement, or the other instruments and agreements provided herein or the consummation of the transactions contemplated hereby, including any notice or other requirement under bulk sales or similar laws.

     (e)  Compliance. TriSense (i) is not in default or breach under any of the Assumed Contracts; (ii) to its knowledge after diligent inquiry, no other party to an Assumed Contract is in default or breach thereunder; (iii) there are not any facts or circumstances of which TriSense is aware, which given only the passage of time would become a default or breach under any of the Assumed Contracts; (iii) all of the computer programming and other deliverables and services to be provided under any of the Assumed Contracts prior to the date of this Agreement have been timely delivered in full and have been accepted by TriSense or the customer, as applicable.

     (f)  Financial Statements. TriSense has delivered to Group 1 its consolidated financial statements (i.e. — balance sheet, income statement, cash flow statement) and notes thereto, dated December 31, 2000 (the “Annual Statements”) and unaudited Financial Statements dated April 15, 2001 (the “Interim Statements,” and together with the Annual Statements, the “Financial Statements”), copies of which are attached to the Disclosure Schedule under the caption referencing this Section. The Financial Statements fairly present, in all material respects the financial condition of TriSense as of the dates indicated, and the results of its operations for the periods indicated. The Annual Statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the Interim Statements have been prepared in a manner consistent with the Annual Statements. TriSense has no liabilities or obligations whatsoever, either accrued, absolute, contingent or otherwise which are not reflected or provided for in the Financial Statements except (A) those arising after the date of the Balance Sheet which are in the ordinary course of its business, in each case a normal amount and all of which, cumulatively, are not materially adverse to the Assets or the Business, and (B) as to the extent specifically described in schedules thereto.

     (g)  Trade Organizations. TriSense is a member in good standing of the organizations, and the TriSense representatives hold the offices, described on the Disclosure Schedule under the caption referencing this Section.

     (h)  Intellectual Property.

6

7

8

     (i)  Employment Matters

9

     (j)  Employee Benefit Plans.

     (k)  Affiliates. TriSense does not have, and has never had, any Affiliates. For the purposes of this Agreement, Affiliates shall mean any business entity, whether it is a corporation, partnership or otherwise, which is under common control with, controls or is controlled by, TriSense, including any entity that might be a direct or indirect subsidiary of TriSense.

     (l)  Taxes and Other Governmental Charges.

10

     (m)  Environmental and Safety Matters. TriSense has not received any written notice concerning, and there are no violations of, and to the knowledge of TriSense there is no pending or threatened investigation, claim or allegation from any governmental authority, regulatory authority or third party relating to or associated with a potential violation of applicable federal, state and local laws, regulations, rules, ordinances, permits, licenses, authorizations or orders related to: (i) toxic or hazardous materials or wastes of any kind (including, without limitation, petroleum and its derivatives and by-products, other hydrocarbons, asbestos and asbestos-containing materials, and PCBs or other materials regulated under any Environmental Laws (as defined below) (collectively “Hazardous Materials”); (ii) the protection of the environment (including, without limitation, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Water Pollution Control Act and the Clean Air Act), any and all applicable laws, ordinances, regulations, orders, decrees, judgments, injunctions, permits, approvals and licenses issued, promulgated or entered by any governmental or quasi-governmental entity or agency relating to the environment, to employee health or safety as it pertains to the use or handling of remediation of (or exposure to) Hazardous Materials, to the preservation or reclamation of natural resources or to the management, release or threatened release of contaminants or noxious odors (collectively “Environmental Laws”); or (iii) occupational or public health or safety (collectively “Safety Laws”) with respect to the Assets or the Business. To TriSense’s knowledge, there are no Hazardous Materials or underground storage tanks (“USTs”) at, on or under the premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, no Hazardous Materials have been transported or released from the premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and no Hazardous Materials have been disposed of or stored at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ that has or would require remediation under any Environmental Laws or Safety Laws.

11

     (n)  Litigation.

     (o)  Licenses and Permits; Compliance With Law. TriSense holds all licenses, certificates, permits, franchises and rights from all appropriate federal, state, local and other public authorities necessary for the conduct of the Business and the ownership and use of the Assets, except where the failure to hold the same would not be reasonably likely to result in a material adverse effect on the Business.

     (p)  Contracts, Etc. Except for the Assumed Contracts, TriSense isnot a party or subject to any of the following written, or to its knowledge any of the following oral, contracts or commitments, which would singly or in the aggregate, have a material adverse impact upon the Assets or the Business:

     (q) Brokerage. No agent, broker, person or firm (other than ▇▇▇▇▇▇▇▇▇ and Company) acting on behalf of TriSense or any of its affiliates, or under its authority, is or will be entitled to a financial advisory fee, brokerage commission, finder’s fee or like payment in connection with this Agreement or any of the transactions contemplated hereby. TriSense has paid or will pay any fees and expenses payable to ▇▇▇▇▇▇▇▇▇ and Company in connection with the transactions contemplated hereby.

     (r) Disclosure and Absence of Undisclosed Liabilities. No statement contained herein or in any certificate, schedule, list, exhibit or other instrument or document furnished to Group 1 pursuant to the provisions hereof, taken as a whole, intentionally contains any untrue statement of a material fact, or intentionally omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading.

12

5. COVENANTS OF TRISENSE

     (a)  Conduct of the Business of TriSense Prior to the Closing. From the date of this Agreement to Closing, unless otherwise agreed to by Group 1, TriSense shall:

13

     (b)  Trading. TriSense acknowledges that it is aware, and that its shareholder and representatives will be made aware, that in connection with the discussions with Group 1 regarding the transactions described herein, they may come into possession of material non-public information about Group 1. Accordingly, TriSense agrees that it will not trade (or cause or encourage any third party to trade), and will use its commercially reasonable efforts to assure that none of its shareholder or representatives will trade (or cause or encourage any third party to trade), in any securities of Group 1 (or securities convertible into or exercisable for securities of Group 1) while in possession of any such material non-public information. Such restrictions are in addition to, and not in lieu of, any restrictions that Group 1 may impose upon insiders who are employees or that may be imposed under applicable law.

     (c)  No-Shop. Until the first to occur of Closing or May 1, 2001, TriSense will not, (and shall use commercially reasonable efforts to ensure that its shareholder and representatives do not), directly or indirectly solicit, encourage the submission of offers or proposals from any person or entity (including by way of providing any information concerning TriSense or the Assets to any person or entity, or otherwise) with respect to, or initiate or participate in any negotiations or discussions regarding or enter into (or authorize) any agreement or agreement in principle with respect to, any expression of interest, offer, proposal to acquire or any acquisition of either all or any portion of the Business or the Assets, whether by stock purchase, share exchange, merger, consolidation, purchase of assets, tender offer or otherwise. TriSense shall promptly inform Group 1 of any inquiries or proposals received from any party with respect to the foregoing.

     (d)  Due Diligence; Employees. TriSense will continue to allow Group 1, its employees, consultants and other representatives (collectively referred to as Group 1 in references to due diligence) full access to, and the right to inspect all its financial, marketing, sales, development, support, maintenance and enhancements documents and records and source and object code, software documentation and logs, books, records, files, contracts, agreements and other information relating to the Assets, the Business or the transactions contemplated hereunder which may be reasonably requested. Group 1 shall have the right to inspect, observe and test the operations of the Software and Documentation. Group 1 shall conduct any investigation in a manner which will not unreasonably interfere with TriSense’s operations or cause TriSense to incur additional costs or liabilities.

     (e)  Release of Employees. TriSense agrees to release at Closing all its employees and consultants from any contractual obligations to TriSense, which, in Group 1’s reasonable determination, would impair the utility of such person’s services to Group 1, or Group 1 obtaining free and clear title to any of the Assets.

     (f)  Consents/Successor Liability Statutes. TriSense will obtain prior to Closing and deliver to Group 1 all tax clearance and similar certificates reasonably requested by Group 1, including: (i) sales tax clearance certificates and (ii) an employment tax clearance certificate and any other required exemptions or certificates, to the extent that the non-compliance therewith or the failure to provide necessary clearances would subject either Group 1 or the Assets to the claims of any creditors of TriSense, or would subject any of the Assets to any liens and Group 1 shall have received satisfactory evidence of TriSense’s compliance with the terms of this Section. TriSense will deliver to Group 1 at Closing the consents, estoppels and releases identified on the Disclosure Schedule referencing this Section, and such other estoppels or consents otherwise reasonably determined necessary by Group 1; provided, however, that Trisense need not obtain the consent of Compuware prior to Closing but ▇▇▇▇, on behalf of Trisense, shall work with Group 1 to either obtain the consent from Compuware to assignment of its contract with Trisense, to obtain the right through Group 1’s contract with Compuware, or to apply other quality assurance software to Paysense after closing, and shall bear the expensae of obtaining such consent or application to the extent such expense does not exceed $4,000.

14

     (g)  Change of Name. Within ten (10) days of Closing, TriSense shall cause its corporate name to be changed to a name which is not confusingly similar to the name “TriSense.” TriSense agrees that it shall not subsequently amend its Articles of Incorporation and shall prevent any affiliate from amending its Articles of Incorporation to change the name of TriSense to any corporate name which includes the term “TriSense” or any derivative of it, and TriSense agrees that it will not organize or beneficially own any of the equity of any entity whose name includes the term TriSense or any derivative of it.

     (h)  Transfer Taxes. TriSense will pay any stamp, sales, transfer or other taxes payable by TriSense in respect to any of the transactions to be consummated hereunder.

     (i)  Confidentiality. Except to the extent that information is or becomes public knowledge or is required by law or accounting or reporting rules applicable to Group 1 or TriSense to be disclosed, Trisense agrees that any confidential information of Group 1 (as defined in their November 17, 2000 Confidentiality Agreement) which has been obtained in connection with this Agreement or in the course of performing the obligations contemplated hereby, shall not be used by Trisense or disclosed, furnished or made accessible to third parties by it except, prior to Closing, as allowed pursuant to the terms and conditions of the November 17, 2000 Agreement, or on or after Closing, as determined by Group 1.

6.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF GROUP 1

     Group 1 represents and warrants to TriSense that:

     (a)  Group 1’s Authority and Status. Group 1 is a corporation in good standing under the laws of the state of Delaware and it has the capacity and authority to execute and deliver this Agreement, to perform hereunder and to consummate the transactions contemplated hereby without the necessity of any act or consent of any other person whomsoever. The execution and delivery by Group 1 of this Agreement and the other instruments and agreements to be delivered by it hereunder, and the performance by it of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action on its part. This Agreement, and each and every other agreement, document and instrument to be executed, delivered and performed by Group 1 in connection herewith, constitutes, once all conditions to Closing have been satisfied, the valid and legally binding obligation of Group 1, enforceable against Group 1 in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or judicial discretion, or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally.

     (b)  No Conflict. The execution and delivery of this Agreement by Group 1 does not, and the consummation of the transactions contemplated hereby will not, violate (i) violate any provisions of Group 1’s Restated Certificate of Incorporation or Bylaws, as amended, or (ii) any provisions or constitute a breach or event of default under any agreement, lease, instrument or other document. No consent, approval or agreement of any person, party, court, government or entity is required to be obtained by Group 1 in connection with the execution and delivery of this Agreement, or the other instruments and agreements provided herein or the consummation of the transactions contemplated hereby.

15

     (c)  No Broker. No agent, broker, person or firm (other than Pennsylvania Merchants Group) acting on behalf of Group 1 or any of its affiliates, or under its authority, is or will be entitled to a financial advisory fee, brokerage commission, finder’s fee or like payment in connection with this Agreement or any of the transactions contemplated hereby. Group 1 has paid or will pay any fees and expenses payable to Pennsylvania Merchants Group in connection with the transactions contemplated hereby.

     (d)  Confidentiality. Except to the extent that information is or becomes public knowledge or is required by law or accounting or reporting rules applicable to Group 1 or TriSense to be disclosed, Group 1 agrees that any confidential information (as defined in their November 17, 2000 Confidentiality Agreement) which has been obtained in connection with this Agreement or in the course of performing the obligations contemplated hereby, shall not be used by Group 1 or disclosed, furnished or made accessible to third parties by it except, prior to Closing, as allowed pursuant to the terms and conditions of the November 17, 2000 Agreement, or on or after Closing, as determined by Group 1.

     (e)  Access. Group 1 agrees to provide Trisense and its representatives reasonable access during normal business hours to the Assumed Contracts and records of Trisense relating to periods prior to closing to enable Trisense to prepare its taxes, respond to tax inquiries and audits, and respond to any other controversies relating to its operations prior to Closing.

7.  CLOSING AND CONDITIONS TO CLOSING

     (a)  Time and Place of Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on April 30, 2001, and shall occur at the offices of Group 1, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other time and place as may be agreed upon by the parties.

     (b)  Conditions Precedent to Obligation of Group 1 to Close. The obligation of Group 1 to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing, of each and every one of the following conditions, all or any of which may be waived in writing in whole or in part by Group 1:

16

     (c)  Conditions Precedent to the Obligation of TriSense to Close. The obligations of TriSense to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by TriSense.

     (d)  Transactions at Closing. At the Closing, each of the following transactions shall occur:

17

18

8.  INDEMNIFICATION

     (a)  Indemnification by TriSense. TriSense agrees to indemnify, defend and hold harmless Group 1 and its current and past officers, directors, employees, agents and representatives (collectively, the “Group 1 Indemnified Parties”) from all losses, damages, liabilities, costs (including reasonable attorneys’ and experts’ fees) and expenses (collectively, the “Losses”) incurred by the party being indemnified from:

19

     (c)  Third Person Claims. Promptly after any person entitled to indemnification under this Section 8 (the “Indemnified Party”) has received notice of or has knowledge of any claim, or a threat of a claim, against the Indemnified Party by a natural person or business entity (a “Person”) not a party to this Agreement (a “Third Person”) or the commencement of any covered action or proceeding by a Third Person, that Indemnified Person shall give the other party (the “Indemnifying Party”) written notice of such claim or the commencement of such action or proceeding. The Indemnified Party shall be entitled to indemnification only if the Indemnified Party delivers such notice to the Indemnifying Party prior to the expiration of the representations and warranties of the Indemnifying Party as set forth in Section 9. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the Loss and shall be given as promptly as practicable. The Indemnifying Party shall have right to defend, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any personnel, books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party’s possession or control. Notwithstanding the foregoing, the Indemnified Party shall have the right to approve the selection of any counsel selected by the indemnifying party to defend hereunder, which approval shall not be unreasonably conditioned, delayed or denied and to participate in any matter through counsel of its own choosing at its own expense so long as there is not a conflict of interest with counsel for the Indemnifying Party ); provided, however, that the Indemnifying Party’s counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently and in good faith pursues such defense and otherwise indemnifies and holds the Indemnified Party harmless, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim, such settlement shall require as an unconditional term thereof that the Third Person deliver to the Indemnified Party a release from all liability in respect of such claim. If the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party’s liability under this Section with respect to such Third Person’s claim shall be limited to the amount so offered in settlement by said Third Person and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense which it subsequently incurs with respect to such claim; provided, however that such limitation shall not apply to claims in respect of taxes or intellectual property claims or claims arising out of misuse of personally identifiable data, for which no settlement shall be made without the prior consent of the Indemnified Party, which consent shall not be unreasonably conditioned, delayed or denied. If the Indemnifying Party does not promptly undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails to diligently or in good faith pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at reasonable cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or reasonable expenses incurred by the Indemnified Party in connection therewith.

     (d)  If the indemnification provided for in this Section 8 from the Indemnifying Party is unavailable to an Indemnified Party, in respect of any Losses referred to therein, the Indemnifying Party, in lieu of indemnifying such persons, shall contribute to the amount paid or payable by such persons as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the actions that resulted in such Losses, as well as any other relative equitable considerations. The amount paid or payable by a party as a result of the Losses shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation, lawsuit or legal or administrative action or proceeding

20

     (e)  Other Claims. In the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party which does not involve a claim by a Third Person, the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of the Loss (if reasonably determinable) related to such claim or claims, with reasonable promptness. The Indemnified Party shall be entitled to indemnification only if the Indemnified Party delivers such notice to the Indemnifying Party prior to the expiration of the representations and warranties of the Indemnifying Party as set forth in Section 9. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within twenty (20) business days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in the Indemnified Party’s notice will be conclusively deemed a liability of the Indemnifying Party subject to the limitations of the Basket Amount and Cap described below. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute for a period of thirty (30) business days. If such dispute has not been resolved by such time, such dispute shall be resolved fully and finally by an arbitrator selected pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall resolve the dispute within 120 days after selection and judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The place of arbitration shall be Minneapolis, Minnesota if initiated by Group 1 or the Washington, DC metropolitan area if initiated by TriSense. If a Third Person raises a claim or threat of a claim related to an arbitrated claim for indemnification during the pendency of the arbitration proceeding pursuant to this Section (e), the procedures set forth in Section 8(c) shall control and the arbitration proceeding shall be withdrawn.

     (f)  Good Faith Claims. Any Indemnified Party shall bring a claim for indemnification hereunder in good faith and in a timely manner consistent with good commercial practices.

     (g)  Limitations on Indemnity. Anything to the contrary notwithstanding, neither the Group 1 Indemnified Parties, on the one hand, nor the TriSense Indemnified Parties, on the other hand, shall be entitled to recovery from the Indemnifying Party (i) unless and until the aggregate amount of such Losses suffered (excluding, however, legal fees and expenses), sustained or incurred by the Group 1 Indemnified Parties or the TriSense Indemnified Parties, as the case may be, shall exceed $135,000 calculated on a cumulative and not on a per item basis (the “Basket Amount”), and then only with respect to the excess over the Basket Amount, and (ii) in an aggregate amount in excess of $6,000,000 (the “Cap”).

     (h)  Offset against Promissory Note. Notwithstanding any other provision in this Section 8, if Group 1 either (a) asserts in good faith a claim to indemnity for a Loss pursuant to subsection 8(e) that has not been settled or proceeded to the point of an arbitration award or other adjudication, or (b) is subject to a Loss from a third party claim pursuant to Section 8(c) that has not been adjudicated or settled (such Loss described in (a) and (b) being referred to as a “Pending Loss”), then Group 1 may withhold from its obligation to pay pursuant to the Promissory Note, the reasonable amount of such Pending Loss that is the subject to such claim for indemnity, provided that Group 1 shall not be entitled to withhold for a Pending Loss to the extent that the amount of such Pending Loss, together with all other Pending Losses that have been withheld, shall exceed $1,500,000. If and to the extent Trisense is held not liable through arbitration or litigation for any such Pending Loss, Group 1 shall immediately pay over the amount withheld to Trisense plus interest from the due date of the payment from which such amount is withheld to the date of such payment to Trisense at the rate of twelve percent (12%) per annum.

     (i)  Offsetting Losses. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses for which indemnification is provided under this Section 8 shall be reduced by (A) any related recoveries actually received by an Indemnified Party under insurance policies, and (B) any other related payments actually received by an Indemnified Party from third parties.

21

     (j)  Notwithstanding anything in this Agreement to the contrary, Group 1 shall not be entitled to indemnification under this Section 8 for any Losses related to the collection of an account receivable, unless and until Group 1 has (i) expended commercially reasonable efforts to collect such account receivable, and (ii) offered to assign such account receivable to TriSense.

     (k)  Exclusive Remedy. After the Closing, the rights set forth in this Section 8 (Indemnification) shall be each party’s sole and exclusive remedies against the other party hereto for misrepresentations or breaches of covenants or warranties contained in this Agreement and the other agreements contemplated hereby, excluding, however, enforcement of ▇▇▇▇’▇ restrictive covenant and any action in equity that either party may institute to obtained equitable relief. Notwithstanding the foregoing, nothing herein shall prevent any of the parties hereto from bringing an action based upon allegations of fraud or other intentional breach of an obligation of or with respect to the other parties in connection with this Agreement or the additional agreements contemplated hereby. In the event such action is brought, Group 1, on the one hand, and TriSense on the other hand, shall bear their own fees and expenses in connection with such action.

9.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     (a)  All representations, warranties, agreements, covenants and obligations made or undertaken by Group 1 in this Agreement ▇▇▇▇ any document or instrument executed and delivered pursuant hereto, have been relied upon by TriSense and shall survive the Closing for a period of twenty-four (24) months unless an express provision of the document or instrument executed and delivered pursuant hereto calls for a longer period of survival.

     (b)  All representations, warranties, agreements, covenants and obligations made or undertaken by TriSense in this Agreement or in any document or instrument executed and delivered pursuant hereto have been relied upon by Group 1 and shall survive the Closing for a period of twenty-four (24) months unless an express provision of the document or instrument executed and delivered pursuant hereto calls for a longer period of survival.

     (c)  Except as expressly set forth herein, TriSense makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Assets), liabilities or operations.

10.  TERMINATION

     (a)  This Agreement constitutes the binding agreement of the parties to consummate the transactions contemplated hereby, the consideration for which is, inter alia, the covenants set forth herein and the expenditures and obligations incurred and to be incurred by TriSense and Group 1 in respect of this Agreement. This Agreement may be terminated and abandoned at any time prior to the Closing by:

22

     (b) In the event of a termination of this Agreement pursuant to this Section 10, each party shall pay the costs and expenses incurred by it in connection with this Agreement, and no party (or any of its officers, directors, employees, agents, representatives or shareholders) shall be liable to any other party for any costs, expenses, damage or loss of anticipated profits hereunder; provided, however, if such termination is due to the breach by any party of any covenant, agreement, warranty or representation, or results from any party failing to use its commercially reasonable efforts to fulfill any condition to which the Closing is subject (a “Breaching Party”), then the Breaching Party shall be solely responsible for the costs and expenses incurred by the other party in connection with this Agreement and the transaction contemplated hereby.

11.  MISCELLANEOUS

     (a)  Payment of Fees and Expenses. Except as set forth in Sections 8 and 10(b), herein, TriSense and Group 1 each agrees that regardless of whether the transactions contemplated hereunder close, to pay their own fees and expenses, including the fees and expenses of its respective counsel, accountants, investment brokers, advisors, employees and other agents, if any, incurred in connection with the transactions contemplated here, unless expressly agreed to otherwise in the Agreement. Notwithstanding anything to the contrary set out herein, in the event that either TriSense or Group 1 resorts to litigation to settle a dispute under this Agreement, the prevailing party shall be entitled to recover reasonable fees expended to retain legal counsel, experts and to defray costs and expenses directly related with such litigation.

     (b)  Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, mailed by Federal Express or other overnight, tracked delivery service or sent by facsimile, addressed as follows:

23

     (c)  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors and administrators and successors and assigns, but may not be assigned by any party hereto without the prior written consent of the other party hereto which consent shall not be unreasonably conditioned, delayed or denied. Notwithstanding the foregoing provisions of this Section 12(c), Group 1 may transfer or assign this Agreement and all of its rights and obligations hereunder without the consent of TriSense to any entity that purchases all or substantially all of its assets or that succeeds to such assets through merger or consolidation, and provided that after any such transfer or assignment Group 1 remains liable to TriSense for any failure of an transferee or assignee to perform its obligations hereunder, to any Affiliate (an entity which controls, is controlled by or is under common control with respect to Group 1).

     (d)  Further Assurances. Each party covenants that at any time, and from time to time after the Closing, it will execute and deliver (or cause to be so done) such additional instruments and take such actions as may be reasonably requested by the other parties to confirm or perfect or otherwise to carry out the intent and purposes of this Agreement. TriSense agrees to execute and deliver (or cause to be so done) to Group 1 any instruments or documents that Group 1 requests in order to register or otherwise protect or preserve any rights (patent, trademark, copyright or otherwise) that Group 1 has or shall have in and to U.S. Patent No. 6,078,907, the Trademarks, the Software or the Documentation. All documents shall be prepared at the sole cost and expense of the requesting party. TriSense agrees to obtain from ▇▇▇▇, at no additional expense to Group 1, at any time, and from time-to-time after Closing, his execution and delivery of such additional instruments as may be reasonably requested by Group 1 to convey to Group 1 title, free and clear of any and all liens, encumbrances or other clouds on title, with respect to any of the Assets which, prior to Closing, were titled in his name and had not, at Closing, been transferred to TriSense.

     (e)  No Third Party Beneficiaries. Nothing contained herein shall be construed to afford any rights or benefits to any third party or person. Any implication of rights grant to any such party is hereby expressly disclaimed.

     (f)  Risk of Loss. TriSense assumes all risk of theft or casualty of loss or damage regarding the Assets (except for any Assets which are in the Group 1’s possession prior to Closing) from the date of this Agreement up to the Closing. In the event of such loss or damage prior to Closing, TriSense shall use its commercially reasonable efforts to repair, replace or restore such Assets immediately. If TriSense does not so effect repair, replacement or restoration to satisfy the conditions to Closing set out above, Group 1 shall have the right to terminate this Agreement.

     (d)  Captions. The section and other headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a part of this Agreement.

     (e)  Integration. This Agreement together with the documents executed concurrently herewith or at the Closing and the November 17, 2000 Confidentiality Agreement between the parties constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes and cancels any prior agreements representations, warranties, or communications, whether oral or written, among the parties hereto relating to the transactions contemplated hereby.

24

     (f)  Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of Maryland, principles of conflicts of law notwithstanding.

     (g)  Forum. This Agreement may be enforced in any federal court or state court sitting in Minnesota or Maryland; and the parties hereto consent to the jurisdiction and venue of any such court and waive any argument that venue in such forum is not convenient.

     (h)  Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by any other party to whom such compliance is owed. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an agreement in writing signed by the party against whom or which the enforcement of such change, waiver, discharge or termination is sought.

     (i)  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile signature followed by an original signature shall be sufficient to execute this Agreement and the other agreements contemplated hereunder.

     (j)  Gender. All pronouns used herein shall be deemed to refer to the masculine, feminine or neuter gender as the context requires. References herein to the plural shall include the singular, or vice versa, as context requires.

     (k) Interpretation .The Agreement shall be construed without reference to any presumption or rules of construction operating against the “draftsman” of the document, the intent of the parties being that any such presumption or rule is inapplicable in this instance because both parties have reviewed and negotiated this document in the manner that each viewed as most advantageous to its own interests.

     (l)  Exhibits. All Exhibits attached hereto are incorporated herein by reference, and all blanks in such Exhibits, if any, will be filled in as required in order to consummate the transactions contemplated herein and in accordance with this Agreement.

     (m)  Severability. In the event that any provision of this Agreement or any word, phrase, clause, sentence or other portion thereof shall be held to be unenforceable or invalid under applicable law for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to effect the agreement of the parties under this Agreement, as modified, to the fullest extent permitted under applicable law.

     (n)  Definition of Knowledge. — An individual will be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter or a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the ordinary and prudent course of the business of such Person. A Person (i.e., not an individual) will be deemed to have “knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer or member of management or professional advisor of such Person (or in any similar capacity) has, or at any time had, knowledge of such fact or other matter.

25

     IN WITNESS WHEREOF, each party hereto has executed or caused this Agreement to be executed on its behalf, all on the day and year first above written.

26