AGREEMENT AND PLAN OF REORGANIZATION


         This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is
made and entered into as of October 26, 2000 by and among homestore.com,
Inc., a Delaware corporation ("Parent"), Metal Acquisition Corp., a
Delaware corporation and a wholly-owned Parent Subsidiary ("Metal Merger
Sub"), WW Acquisition Corp., a New York corporation and a wholly-owned
Parent Subsidiary ("WW Merger Sub"), Move.com, Inc., a Delaware corporation
(the "Company"), Welcome Wagon International Inc., a New York corporation
("WW"), Cendant Membership Services Holdings, Inc., a Delaware corporation
("CMS"), and Cendant Corporation, a Delaware corporation (the
"Stockholder").

                                  RECITALS

         A. The Company is engaged in the Business (as defined in Section
1.6(a) of this Agreement).

         B. The Boards of Directors of each of the Stockholder, the
Company, Parent, Metal Merger Sub and WW Merger Sub believe it is in the
best interests of each company and its respective stockholders that Parent
acquire (i) the Company through the statutory merger of Metal Merger Sub
with and into the Company with the Company continuing as the surviving
corporation (the "Metal Merger") and (ii) WW through the statutory merger
of WW Merger Sub with and into WW with WW continuing as the surviving
corporation (the "WW Merger" and, together with the Metal Merger, the
"Mergers") and, in furtherance thereof, have approved this Agreement, the
Mergers and the other transactions contemplated hereby.

         C. The Board of Directors of the Stockholder has authorized the
Stockholder to approve this Agreement, the Mergers and the other
transactions contemplated hereby and the Stockholder has approved, and all
subsidiaries of the Stockholder that have any beneficial ownership of the
Company or WW have approved, the Mergers.

         D. The Board of Directors of Parent has authorized the approval of
this Agreement, the Merger, the issuance of Parent Common Stock (as defined
below) and the other transactions contemplated hereby.

         E. Pursuant to the Mergers, among other things, and subject to the
terms and conditions of this Agreement (i) all of the issued and
outstanding capital stock of the Company and WW immediately prior to the
Mergers will be converted into shares of the common stock of Parent, and
(ii) all issued and outstanding options, warrants and other rights to
acquire or receive shares of the capital stock of the Company and of the
Stockholder which is designed to reflect the performance of the Company
(the "Tracking Stock") and (to the extent such options for Tracking Stock
are beneficially owned by employees of the Company or WW immediately prior
to the Mergers) shall be assumed by Parent, and shall thereafter represent
options, warrants or other rights to acquire or receive common stock of
Parent.

         F. Concurrently with the execution and delivery of this Agreement,
the Stockholder, Parent and the Company are entering into certain of the
operating agreements and other agreements which are attached hereto as
Exhibits A-1 through A-10 (collectively, the "Commercial Agreements").


         G. Concurrently with the execution and delivery of this Agreement,
the Stockholder and Parent are executing and delivering a Stockholder
Agreement in the form attached hereto as Exhibit B hereto (the "Stockholder
Agreement") and a Registration Rights Agreement in the form attached hereto
as Exhibit C (the "Registration Rights Agreement" and, together with the
Stockholder Agreement and the Commercial Agreements, the "Ancillary
Agreements").

         H. Concurrently with the execution of this Agreement, each of the
persons set forth on Exhibit D hereto is entering into a support agreement
with the Stockholder in the form attached hereto as Exhibit E
(collectively, the "Support Agreements").

         I. The Stockholder, Parent, Metal Merger Sub and WW Merger Sub
desire to make certain representations and warranties and other agreements
in connection with the Mergers.

         J. For U.S. federal income tax purposes, it is intended by the
parties hereto that each of the Mergers shall qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended (the "Code") and that this Agreement with respect to each of the
Mergers constitutes a "plan of reorganization" within the meaning of
Section 1.368-2(g) of the income tax regulations promulgated under the
Code.

         NOW, THEREFORE, in consideration of the foregoing premises, the
mutual agreements, covenants, promises and representations set forth
herein, the mutual benefits to be gained by the performance of the terms
hereof, and for other good and valuable consideration, intending to be
legally bound hereby the parties agree as follows:


                                 ARTICLE I

                                THE MERGERS

         1.1 The Metal Merger. At the Effective Time (as defined in Section
1.2 hereof) and subject to and upon the terms and conditions of this
Agreement and the applicable provisions of the Delaware General Corporation
Law ("Delaware Law"), Metal Merger Sub shall be merged with and into the
Company, the separate corporate existence of Metal Merger Sub shall cease
and the Company shall continue as the surviving corporation and shall
become a wholly-owned subsidiary of Parent. The surviving corporation after
the Metal Merger is sometimes referred to hereinafter as the "Metal
Surviving Corporation."

         1.2 The WW Merger. At the Effective Time and subject to the terms
and conditions of this Agreement and the applicable provisions of the New
York Business Corporation Law ("New York Law"), WW Merger Sub shall be
merged with and into WW, the separate corporation existence of WW Merger
Sub shall cease and WW shall continue as the surviving corporation (the "WW
Surviving Corporation") and shall become a wholly-owned subsidiary of
Parent.

         1.3 Effective Time. Unless this Agreement is earlier terminated
pursuant to Section 8.1 hereof, the closing of the Mergers and the other
transactions contemplated by this Agreement (the "Closing") will take place
as promptly as practicable following the execution and delivery of this
Agreement by each of the parties hereto, but in no event later than two (2)
business days following satisfaction or waiver of the conditions set forth
in Article VI hereof, at the offices of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California, unless
another place and/or time is agreed to in writing by Parent and the
Stockholder. The date upon which the Closing actually occurs is herein
referred to as the "Closing Date." On the Closing Date, the parties hereto
shall cause each of the Mergers to be consummated by filing a Certificate
of Merger (or like instrument) (each, a "Certificate of Merger" with
respect to one of the Mergers, and collectively with respect to both
Mergers, the "Certificates of Merger") with the Secretaries of State of the
State of Delaware and the State of New York, respectively, in accordance
with the relevant provisions of Delaware Law and New York Law (the times at
which both Mergers have become fully effective (or such later time as may
be agreed in writing by the Company and Parent and specified in the
Certificates of Merger) is referred to herein as the "Effective Time").

         1.4 Effect of the Mergers. At the Effective Time, the effect of
the Mergers shall be as provided in the applicable provisions of Delaware
Law and New York Law, as the case may be. Without limiting the generality
of the foregoing, and subject thereto, at the Effective Time, except as
provided herein, (i) all the property, rights, privileges, powers and
franchises of the Company and Metal Merger Sub shall vest in the Metal
Surviving Corporation, and all debts, liabilities and duties of the Company
and Metal Merger Sub shall become the debts, liabilities and duties of the
Metal Surviving Corporation and (ii) all of the property, rights,
privileges, powers and franchises of WW and WW Merger Sub shall vest in the
WW Surviving Corporation, and all debts, liabilities and duties of WW and
WW Merger Sub shall become the debts, liabilities and duties of the WW
Surviving Corporation.

         1.5 Certificates of Incorporation; Bylaws.

         (a) Unless otherwise determined by Parent prior to the Effective
Time, at the Effective Time, (i) the Certificate of Incorporation of Metal
Merger Sub as in effect immediately prior to the Effective Time shall be
the Certificate of Incorporation of the Metal Surviving Corporation at and
after the Effective Time until thereafter amended in accordance with the
Delaware Law and the terms of such Certificate of Incorporation; provided,
however, that at the Effective Time, Article I of the Certificate of
Incorporation of the Metal Surviving Corporation shall be amended and
restated in its entirety to read as follows: "The name of the corporation
is Move.com, Inc." and (ii) the Certificate of Incorporation of WW Merger
Sub as in effect immediately prior to the Effective Time shall be the
Certificate of Incorporation of the WW Surviving Corporation at and after
the Effective Time until thereafter amended in accordance with the New York
Law and the terms of such Certificate of Incorporation; provided, however,
that at the Effective Time, Article I of the Certificate of Incorporation
of the WW Surviving Corporation shall be amended and restated in its
entirety to read as follows: "The name of the Corporation is Welcome Wagon
International Inc."

         (b) Unless otherwise determined by Parent prior to the Effective
Time, (i) the Bylaws of Metal Merger Sub as in effect immediately prior to
the Effective Time shall be the Bylaws of the Metal Surviving Corporation
at and after the Effective Time, until thereafter amended in accordance
with Delaware Law and the terms of Certificate of Incorporation of the
Metal Surviving Corporation and such Bylaws and (ii) the Bylaws of WW
Merger Sub as in effect immediately prior to the Effective Time shall be
the Bylaws of the WW Surviving Corporation at and after the Effective Time,
until thereafter amended in accordance with New York Law and the terms of
the Certificate of Incorporation of the WW Surviving Corporation and such
Bylaws.

         1.6 Metal Directors and Officers.

         (a) Unless otherwise determined by Parent prior to the Effective
Time, the directors of Metal Merger Sub immediately prior to the Effective
Time shall be the directors of the Metal Surviving Corporation at and after
the Effective Time, each to hold the office of a director of the Metal
Surviving Corporation in accordance with the provisions of Delaware Law and
the Certificate of Incorporation and Bylaws of the Metal Surviving
Corporation until their successors are duly elected and qualified.

         (b) Unless otherwise determined by Parent prior to the Effective
Time, the officers of Metal Merger Sub immediately prior to the Effective
Time shall be the officers of the Metal Surviving Corporation at and after
the Effective Time, each to hold office in accordance with the provisions
of the Bylaws of the Metal Surviving Corporation.

         1.7 WW Directors and Officers.

         (a) Unless otherwise determined by Parent prior to the Effective
Time, the directors of WW Merger Sub immediately prior to the Effective
Time shall be the directors of the WW Surviving Corporation at and after
the Effective Time, each to hold the office of a director of the WW
Surviving Corporation in accordance with the provisions of New York Law and
the Certificate of Incorporation and Bylaws of the WW Surviving Corporation
until their successors are duly elected and qualified.

         (b) Unless otherwise determined by Parent prior to the Effective
Time, the officers of WW Merger Sub immediately prior to the Effective Time
shall be the officers of the WW Surviving Corporation at and after the
Effective Time, each to hold office in accordance with the provisions of
the Bylaws of the WW Surviving Corporation.

         1.8 Merger Consideration.

         (a) Certain Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:

         "Additional Options" shall mean the number of Company Options
reserved but unissued under the 2000 Option Plan such that, immediately
prior to the Effective Time and after giving effect to any acceleration of
vesting to the Company Options that occurs as a result of the Mergers and
any additional grants of Company Options required to be granted as a result
of the Mergers, the sum of (i) the number of unvested Continuing Employee
Options issued and outstanding and (ii) such Additional Options equals no
less than 10.7% of the Fully Converted Shares (inclusive of the Additional
Options).

         "Business" shall mean, subject to the last paragraph of Section
4.1 of this Agreement, the business conducted by Move.com, Inc., RentNet,
Inc., HouseNet, Inc. and Welcome Wagon International Inc., and all of their
respective subsidiaries and business divisions, including without
limitation, SeniorHousingNet, CorporateHousingNet, SelfStorageNet and
Movedotcom(U.K.) Ltd. ("Move.com U.K."), and excluding the hosting of
websites for Century 21, Coldwell Banker and ERA.

         "Company Capital Stock" shall mean shares of Company Common Stock
and any other shares of other capital stock of the Company.

         "Company Common Stock" shall mean shares of the voting common
stock of Company, par value $.01 per share and the non-voting common stock
of the Company, par value $.01 per share.

         "Company Convertible Securities" shall mean the Company Options
together with any other rights to acquire or receive shares of Company
Capital Stock, including all options, warrants and convertible preferred
stock.

         "Company Options" shall mean (i) all, if any, issued and
outstanding options to purchase or otherwise acquire Company Capital Stock
(whether or not vested), (ii) all issued and outstanding options to
purchase or otherwise acquire Tracking Stock (whether or not vested)
granted under the Options Plans and held by Continuing Employees and (iii)
all reserved but unissued shares under the 2000 Option Plan.

         "Continuing Employee" shall mean those employees who are, as of
the Closing, employed by the Company or WW or any of the Subsidiaries.

         "Continuing Employee Option" shall mean each Company Option issued
to and held by a Continuing Employee.

         "Fully Converted Shares" shall mean the sum of (i) all issued and
outstanding shares of Tracking Stock, (ii) all shares of Tracking Stock
issuable upon the exercise of all options or other rights to acquire
Tracking Stock, (iii) the Stockholder's notional interest in Tracking
Stock, (iv) all Company Options (without double counting any options or
other rights to acquire Tracking Stock), and (v) all Additional Options.

         "Knowledge" shall mean, with respect to the Stockholder, what is
within the actual knowledge of any of the directors or officers of the
Stockholder, the Company or WW, and in the case of Parent, what is within
the actual knowledge of any of the directors or officers of Parent or any
of the Parent Subsidiaries.

         "Metal Consideration" shall mean that number of shares of Parent
Common Stock set forth on Schedule 1.8(a).

         "Metal Exchange Ratio" shall mean a number of shares of Parent
Common Stock equal to the quotient obtained by dividing (i) the Metal
Consideration by (ii) the Metal Outstanding Shares (with the result rounded
to four decimal places).

         "Metal Outstanding Shares" shall mean the aggregate number of
shares of Company Capital Stock outstanding immediately prior to the
Effective Time, including the aggregate number of shares of Company Capital
Stock, if any, issuable (with or without the passage of time or
satisfaction of other conditions) upon exercise or conversion of any
Company Convertible Securities outstanding or issuable (with or without the
passage of time or satisfaction of other conditions) immediately prior to
the Effective Time.

         "1997 Option Plan" shall mean the Cendant Corporation amended and
restated 1997 Stock Incentive Plan.

         "1999 Option Plan" shall mean the Cendant Corporation Move.com
Group 1999 Stock Option Plan.

         "Option Exchange Ratio" shall mean a number of shares of Parent
Common Stock equal to the quotient obtained by dividing (i) the Total
Consideration by (ii) the Fully Converted Shares (with the result rounded
to four decimal places).

         "Option Plans" shall mean the 1999 Option Plan, the 1997 Option
Plan and the 2000 Option Plan.

         "Options Assumed" shall mean the sum of the Company Options and
the Additional Options.

         "Parent Common Stock" shall mean the common stock of Parent,
$0.001 par value per share.

         "Parent Closing Price" shall mean the average of the closing
prices of Parent Common Stock as quoted on the Nasdaq National Market for
the ten (10) days prior to the Closing Date.

         "RentNet" shall mean RentNet, Inc., a Delaware corporation and a
Metal Subsidiary.

         "SpringStreet" shall mean SpringStreet, Inc., a California
corporation and a Parent Subsidiary.

         "Total Consideration" shall mean 26,275,602 shares of Parent
Common Stock.

         "Total Option Consideration" shall mean a number of shares of
Parent Common Stock equal to the product obtained by multiplying (i)
Options Assumed by (ii) the Option Exchange Ratio.

         "Total Outstanding Shares" shall mean the sum of the Metal
Outstanding Shares and the WW Outstanding Shares.

         "2000 Option Plan" shall mean the Move.com, Inc. 2000 Stock Option
Plan.

         "WW Capital Stock" shall mean shares of common stock of WW, par
value $.01 per share and any other shares of other capital stock of WW.

         "WW Consideration" shall mean that number of shares of Parent
Common Stock equal to the Total Consideration minus the Total Option
Consideration minus the Metal Consideration.

         "WW Convertible Securities" shall mean any other rights to acquire
or receive shares of WW Capital Stock, including all options, warrants and
convertible preferred stock.

         "WW Exchange Ratio" shall mean a number of shares of Parent Common
Stock equal to the quotient obtained by dividing (i) the WW Consideration
by (ii) the WW Outstanding Shares (with the result rounded to four decimal
places).

         "WW Outstanding Shares" shall mean the aggregate number of shares
of WW Capital Stock outstanding immediately prior to the Effective Time,
including the aggregate number of shares of WW Capital Stock issuable (with
or without the passage of time or satisfaction of other conditions) upon
exercise or conversion of any WW Convertible Securities outstanding or
issuable (with or without the passage of time or satisfaction of other
conditions) immediately prior to the Effective Time.

         (b) Shares to be Issued; Effect on Capital Stock. The number of
shares of Parent Common Stock issuable (including Parent Common Stock to be
reserved for issuance upon exercise of any of the Company Options to be
assumed by Parent) in exchange for the acquisition by Parent of all
outstanding Company Capital Stock and all outstanding WW Capital Stock and
the assumption of all (if any) unexpired and unexercised Company
Convertible Securities shall be equal to the Total Consideration minus the
Total Option Consideration. Subject to the terms and conditions of this
Agreement, as of the Effective Time, by virtue of the Mergers and without
any action on the part of Metal Merger Sub, WW Merger Sub, the Company, WW
or the holder of any shares of the Company Capital Stock, WW Capital Stock
or Company Convertible Securities, the following shall occur:

         (i) Effect on Company Capital Stock. At the Effective Time, by
virtue of the Metal Merger and without any action on the part of Company or
the Stockholder, each share of Company Capital Stock issued and outstanding
immediately prior to the Effective Time shall be canceled and extinguished
and shall be converted automatically into the right to receive, upon the
terms and subject to conditions set forth below and throughout this
Agreement, a number of shares of Parent Common Stock equal to the Metal
Exchange Ratio (the "Metal Merger Consideration").

         (ii) Effect on WW Capital Stock. At the Effective Time, by virtue
of the WW Merger and without any action on the part of WW or the
Stockholder, each share of WW Capital Stock issued and outstanding
immediately prior to the Effective Time shall be canceled and extinguished
and shall be converted automatically into the right to receive, upon the
terms and subject to the conditions set forth below and throughout this
Agreement, a number of shares of Parent Common Stock equal to the WW
Exchange Ratio (the "WW Merger Consideration" and together with the Metal
Merger Consideration, the "Merger Consideration").

         (iii) Assumption of Certain Company Options. Effective as of the
Effective Time, each outstanding Continuing Employee Option issued to and
held by Continuing Employees pursuant to the Option Plans (including any
Company Options required to be issued to a Continuing Employee as a result
of the Mergers) and each Additional Option, in each case whether vested or
unvested and in the case of Additional Options whether issued or unissued,
will be assumed by Parent in connection with the Mergers. Each Continuing
Employee Option and Additional Option so assumed by Parent under this
Agreement shall continue to have, and be subject to, the same terms and
conditions set forth in the Option Plans and/or as provided in the
respective option or similar agreement immediately prior to the Effective
Time (including any vesting schedule or repurchase rights), except that (i)
each Continuing Employee Option and Additional Option will be exercisable
for that number of whole shares of Parent Common Stock equal to the product
of the number of shares of Tracking Stock or Company Common Stock, as
applicable, that were issuable upon exercise of such Continuing Employee
Option or Additional Option, as applicable, immediately prior to the
Effective Time multiplied by the Option Exchange Ratio, rounded down to the
nearest whole number of shares of Parent Common Stock and (ii) the per
share exercise price for the shares of Parent Common Stock issuable upon
exercise of such assumed Continuing Employee Option or Additional Option,
as applicable, will be equal to the quotient determined by dividing the
exercise price per share of Tracking Stock or Company Common Stock, as
applicable, at which such Continuing Employee Option or Additional Option,
as applicable, was exercisable immediately prior to the Effective Time by
the Option Exchange Ratio, rounded up to the nearest whole cent. The
Stockholder shall be responsible for, and shall indemnify and hold harmless
Parent and its affiliates and their officers, directors, employees,
affiliates and agents from and against any and all claims, losses, damages,
costs and expenses (including attorneys' fees, costs and expenses) and
other liabilities and obligations relating to or arising out of Parent's
assumption of Continuing Employee Options under this Agreement or failure
of Parent to assume any options, rights or other securities of the
Stockholder, the Company or any of their respective affiliates in
connection with the transactions contemplated by this Agreement; provided
that this indemnity shall not apply to (i) Parent's failure to issue Parent
Common Stock in accordance with the Option Exchange Ratio upon the due
exercise of such Continuing Employee Options held by Continuing Employees
and assumed by Parent pursuant to this Section, (ii) Parent's other
obligations under the Option Plans with respect to the Continuing Employee
Options or the agreements governing such Continuing Employee Options by
virtue of such assumption, (iii) any actions taken by Parent after the
Closing with respect to the termination of employment of any Continuing
Employee who holds a Continuing Employee Option, or (iv) any misstatement
or omission in any Registration Statement on Form S-8 or prospectus or
similar securities law document prepared by Parent and distributed to its
employees with respect to the Continuing Employee Options.

         (iv) Fractional Shares. No fractional share of Parent Common Stock
shall be issued in the Mergers. In lieu thereof, any fractional share shall
be rounded to the nearest whole share of Parent Common Stock (with .5 being
rounded up).

         (v) Cancellation of Company-Owned Stock. At the Effective Time, by
virtue of the Metal Merger and without any action on the part of any of the
parties hereto, each share of Company Capital Stock owned by, the Company
or any Metal Subsidiary immediately prior to the Effective Time, shall be
cancelled and extinguished without any conversion thereof.

         (vi) Cancellation of WW-Owned Stock. At the Effective Time, by
virtue of the WW Merger and without any action on the part of any of the
parties hereto, each share of WW Capital Stock owned by WW or any WW
Subsidiary immediately prior to the Effective Time, shall be cancelled and
extinguished without any conversion thereof.

         (vii) Capital Stock of Metal Merger Sub. At the Effective Time, by
virtue of the Metal Merger and without any action on the part of any of the
parties hereto, each share of capital stock of Metal Merger Sub issued and
outstanding immediately prior to the Effective Time shall be converted into
and exchanged for one validly issued, fully paid and nonassessable share of
common stock of the Metal Surviving Corporation. Each stock certificate of
Metal Merger Sub evidencing ownership of any such shares of Metal Merger
Sub shall thereafter evidence ownership of an equivalent number of shares
of capital stock of the Metal Surviving Corporation.

         (viii) Capital Stock of WW Merger Sub. At the Effective Time, by
virtue of the WW Merger and without any action on the part of any of the
parties hereto, each share of capital stock of WW Merger Sub issued and
outstanding immediately prior to the Effective Time shall be converted into
and exchanged for one validly issued, fully paid and nonassessable share of
common stock of the WW Surviving Corporation. Each stock certificate of WW
Merger Sub evidencing ownership of any such shares of WW Merger Sub shall
thereafter evidence ownership of an equivalent number of shares of capital
stock of the WW Surviving Corporation.

         1.9 Surrender of Certificates.

         (a) At the Closing, the Stockholder shall surrender all
certificates formerly representing shares of Company Capital Stock and WW
Capital Stock (collectively, the "Certificates") for cancellation to
Parent.

         (b) Upon proper presentation of the Certificates and in exchange
therefor, the Stockholder shall be entitled to receive, and Parent shall
deliver, a certificate representing the number of whole shares of Parent
Common Stock to which Stockholder is entitled pursuant to this Article I,
and the Certificates so surrendered shall forthwith be canceled. Until so
surrendered, each outstanding Certificate that, prior to the Effective
Time, represented shares of Company Capital Stock and WW Capital Stock will
be deemed from and after the Effective Time, for all corporate purposes,
other than the payment of dividends, to evidence the ownership of the
number of full shares of Parent Common Stock into which such shares of
Company Capital Stock and WW Capital Stock shall have been so converted.

         (c) No Liability. Notwithstanding anything to the contrary in this
Section 1.9, neither Parent nor any party hereto shall be liable to a
holder of shares of Parent Common Stock, Company Capital Stock or WW
Capital Stock for any amount properly paid to a public official pursuant to
any applicable abandoned property, escheat or similar law.

         (d) No Further Ownership Rights in Company Capital Stock. The
shares of Parent Common Stock issued in accordance with the terms hereof
shall be deemed to be full satisfaction of all rights pertaining to shares
of each of Company Capital Stock and WW Capital Stock outstanding prior to
the Effective Time, and there shall be no further registration of transfers
on the records of (i) the Metal Surviving Corporation of shares of Company
Capital Stock or (ii) the WW Surviving Corporation of shares of WW Capital
Stock that were outstanding prior to the Effective Time. If, after the
Effective Time, Certificates are presented to Parent, Metal Surviving
Corporation or the WW Surviving Corporation for any reason, they shall be
canceled and exchanged as provided in this Article I.

         (e) Taking of Necessary Action; Further Action. If, at any time
after the Effective Time, any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the Metal Surviving
Corporation or the WW Surviving Corporation with full right, title and
possession to all assets, property, rights, privileges, powers and
franchises of the Business, then Parent, Merger Sub and the Company, and
the officers and directors of the Company, WW, Parent, Metal Merger Sub and
WW Merger Sub are fully authorized in the name of their respective
corporations or otherwise to take, and will take, all such lawful and
necessary action.

         1.10 Treatment of Stockholder Guaranty. Following the Closing,
Parent shall use commercially reasonable efforts to release and cancel (or,
to the extent that it cannot be so released and cancelled, to cause Parent
to be substituted for the Stockholder with respect to) the guaranty of
Stockholder in the agreement set forth in Schedule 1.10 of the Stockholder
Disclosure Letter (the "Stockholder Guaranty") (or if not possible added as
the primary obligor with respect thereto). Parent shall indemnify and hold
harmless Stockholder against liabilities incurred by Stockholder arising as
a result of events following the Closing Date with respect to the guaranty
of Stockholder in the agreement set forth in Schedule 1.10 of the
Stockholder Disclosure Letter after the Closing.


                                ARTICLE II

             REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

         As of the date hereof, the Stockholder represents and warrants to
Parent and Metal Merger Sub and WW Merger Sub, subject to such exceptions
as are specifically disclosed in the disclosure letter supplied by the
Stockholder to Parent (the "Stockholder Disclosure Letter") and dated as of
the date hereof, as follows:

         2.1 Organization of the Company.

         (a) Each of the Company and each Metal Subsidiary (as defined in
Section 2.3 hereof) is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation. Each
of the Company and each Metal Subsidiary has the corporate power to own its
respective properties and to carry on its respective businesses as
conducted. Each of the Company and each Metal Subsidiary is duly qualified
to do business and in good standing as a foreign corporation in each
jurisdiction in which the failure to be so qualified (either individually
or collectively) would have a Material Adverse Effect on the Company. The
Stockholder has delivered to Parent a true and correct copy of the
certificate of incorporation and bylaws of each of the Company and the
Metal Subsidiaries, each as amended to date and in full force and effect on
the date hereof. There are no proposed or considered amendments to the
certificate of incorporation or bylaws of any of the Company or any Metal
Subsidiary. Schedule 2.1(a) of the Stockholder Disclosure Letter lists the
directors and officers of the Company and each Metal Subsidiary and each
jurisdiction in which the Company is qualified to do business.

         (b) Each of WW and each WW Subsidiary (as defined in Section 2.3
hereof) is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation. Each of WW
and each WW Subsidiary has the corporate power to own its respective
properties and to carry on its respective businesses as now being conducted
and as proposed to be conducted. Each of WW and each WW Subsidiary is duly
qualified to do business and in good standing as a foreign corporation in
each jurisdiction in which the failure to be so qualified (either
individually or collectively) would have a Material Adverse Effect on WW.
The Stockholder has delivered to Parent a true and correct copy of the
certificate of incorporation and bylaws of each of WW and the WW
Subsidiaries, each as amended to date and in full force and effect on the
date hereof. There are no proposed or considered amendments to the
certificate of incorporation or bylaws of any of the Company or any WW
Subsidiary. Schedule 2.1(b) of the Stockholder Disclosure Letter lists the
directors and officers of each WW Subsidiary and each jurisdiction in which
WW is qualified to do business.

         2.2 Company Capital Structure.

         (a) The authorized Company Capital Stock consists of (i)
37,500,000 shares of common stock, par value $.01 per share, of which
22,500,000 shares are issued and outstanding as of the date hereof, (ii)
12,500,000 shares of non-voting common stock, par value $.01 per share,
none of which are issued and outstanding as of the date hereof; and (iii)
5,000,000 shares of Preferred Stock, par value $.01 per share, none of
which are issued and outstanding as of the date hereof. The total number of
shares of Company Capital Stock outstanding as of immediately prior to the
Effective Time (assuming the conversion, exercise or exchange of all
Company Convertible Securities) will be as set forth in Schedule 2.2(a) of
the Stockholder Disclosure Letter. All outstanding shares of the Company
Capital Stock are held (and as of immediately prior to the Effective Time
will be held) of record and beneficially by CMS. All of the capital stock
of CMS is held (and as of immediately prior to the Effective Time will be
held) of record and beneficially by the Stockholder. All outstanding shares
of Company Capital Stock are duly authorized, validly issued, fully paid
and non-assessable and not subject to preemptive rights created by statute,
the Certificate of Incorporation or Bylaws of the Company or any agreement
to which the Company or any of its Metal Subsidiaries is a party or by
which it is bound, and have been issued in compliance with federal and
state securities laws. There are no declared or accrued but unpaid
dividends with respect to any shares of Company Common Stock. The Company
has no other capital stock authorized, issued or outstanding. The Company
has no obligation to redeem or repurchase any capital stock of any
corporation or other entity, and has no liability in respect of any capital
stock of any corporation or other entity.

         (b) The authorized WW Capital Stock consists of (i) 1,000 shares
of Common Stock, par value $.01 per share, of which 1,000 shares are issued
and outstanding as of the date hereof, and (ii) no shares of Preferred
Stock, par value $.01 per share, none of which are issued and outstanding
as of the date hereof. The total number of shares of WW Capital Stock
outstanding as of immediately prior to the Effective Time (assuming the
conversion, exercise or exchange of all WW Convertible Securities) will be
as set forth in Schedule 2.2(b) of the Stockholder Disclosure Letter. All
of the outstanding shares of the WW Capital Stock is held (and as of
immediately prior to the Effective Time will be held) of record and
beneficially by CMS. All outstanding shares of WW Capital Stock are duly
authorized, validly issued, fully paid and non-assessable and not subject
to preemptive rights created by statute, the Certificate of Incorporation
or Bylaws of WW or any agreement to which WW or any of its WW Subsidiaries
is a party or by which it is bound, and have been issued in compliance with
federal and state securities laws. There are no declared or accrued but
unpaid dividends with respect to any shares of WW Common Stock. WW has no
other capital stock authorized, issued or outstanding. WW has no obligation
to redeem or repurchase any capital stock of any corporation or other
entity, and has no liability in respect of any capital stock of any
corporation or other entity.

         (c) Except for the Option Plans, neither the Company, WW nor any
of their respective Subsidiaries nor the Stockholder on behalf of the
Company, WW or any of its Subsidiaries has ever adopted or maintained any
stock option plan or other plan providing for equity compensation of any
person. The Stockholder has reserved an aggregate of 11,000,000 shares of
Tracking Stock for issuance to employees, directors and consultants upon
the exercise of Company Options pursuant to the Option Plans, of which (i)
573,250 and 5,768,946 shares are issuable, as of the date hereof, upon the
exercise of outstanding, unexercised Company Options granted under the 1997
Option Plan and 1999 Option Plan, respectively and (ii) 4,426,750 and
231,054 shares remain available for future grant under the 1997 Option Plan
and 1999 Option Plan, respectively. The Stockholder has reserved an
aggregate of 1,586,000 shares of Tracking Stock for future issuance
pursuant to the exercise of outstanding warrants. Schedule 2.2(c) of the
Stockholder Disclosure Letter sets forth for each outstanding Company
Convertible Security and each Fully Converted Share, the name of the holder
of such Company Convertible Security or Fully Converted Share, the number
and type of shares subject to such Convertible Security or Fully Converted
Share, the exercise price of such Convertible Security or Fully Converted
Share, the vesting schedule for such Convertible Security or Fully
Converted Share, including the extent vested to date and whether the
vesting exercisability of such Convertible Security or Fully Converted
Share will be accelerated and become exercisable by reason of the
transactions contemplated by this Agreement and whether such Convertible
Security or Fully Converted Share is intended to qualify as an incentive
stock option as defined in Section 422 of the Code. All Company Options are
held by employees of the Company or its Subsidiaries and have been issued
in compliance with federal and state securities laws. Except for the
Company Convertible Securities described in Schedule 2.2(c) of the
Stockholder Disclosure Letter, there are no options, warrants, calls,
rights, commitments or agreements of any character, written or oral, to
which the Company, WW or any of their respective Subsidiaries is a party or
by which any of them is bound obligating the Company or any of its
Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be
issued, delivered, sold, repurchased or redeemed, any shares of Company
Capital Stock, WW Capital Stock or Fully Converted Shares or the capital
stock of any of the Subsidiaries or obligating the Company, WW or any of
their respective Subsidiaries to grant, extend, accelerate the vesting of,
change the price of, otherwise amend or enter into any such option,
warrant, call, right, commitment or agreement. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
other similar rights with respect to the Company, WW or any of their
respective Subsidiaries. Except as contemplated hereby, there are no voting
trusts, proxies, or other agreements or understandings with respect to the
voting stock of the Company Capital Stock, WW Capital Stock or the Fully
Converted Shares. The holders of Company Convertible Securities, WW
Convertible Securities and Fully Converted Shares have been or will be
given, or shall have properly waived, any required notice prior to the
Mergers, and all such rights will be terminated at or prior to the
Effective Time. Without limiting the foregoing, neither the Company nor WW
is, and nor will either of them be obligated, to issue any Company Capital
Stock or WW Capital Stock in connection with any Tracking Stock or any
obligation to issue any Tracking Stock. As a result of the Mergers, Parent
will be, upon the Effective Time, the sole record holder and sole
beneficial owner of all capital stock of the Company, WW and their
respective Subsidiaries and rights to acquire or receive such capital
stock. As a result of the Mergers and following the Mergers, other than
Continuing Employee Options, Parent shall have no liabilities or
obligations to any holders of Tracking Stock or options, warrants or other
convertible securities to acquire Tracking Stock.

         (d) Under the terms of this agreement, the sum of (i) the WW
Consideration plus (ii) the Metal Consideration is equal to the sum of (x)
the product obtained by multiplying Stockholder's notional interest in the
Tracking Stock (as expressed in shares of Tracking Stock) times the Option
Exchange Ratio plus (y) the product obtained by multiplying the aggregate
number of outstanding shares of Tracking Stock held by persons other than
Stockholder plus the aggregate number of outstanding options or other
rights to purchase Tracking Stock held by persons other than Stockholder
times the Option Exchange Ratio, such that each holder of a Continuing
Employee Option would receive upon exercise of such Continuing Employee
Option an equivalent proportional amount of Parent Common Stock in respect
of such holder's interest in the Business as Stockholder is receiving in
respect of Stockholder's interest in the Company and WW in satisfaction of
the Stockholder's notional interest in the Tracking Stock.

         2.3 Subsidiaries. Except for the subsidiaries of each of the
Company and WW listed in Schedule 2.3 of the Stockholder Disclosure Letter
(each subsidiary of the Company, a "Metal Subsidiary" and each subsidiary
of WW, a "WW Subsidiary" and together with Metal Subsidiaries, the
"Subsidiaries"), each of which are wholly owned by the Company or WW, as
the case may be, and except as set forth on Schedule 2.3 of the Stockholder
Disclosure Letter, each of the Company and WW does not have and has never
had any subsidiaries and does not otherwise own and has never otherwise
owned any shares of capital stock or any interest in, or control, directly
or indirectly, any other corporation, partnership, association, joint
venture or other business entity. Schedule 2.3 of the Stockholder
Disclosure Letter sets forth the capitalization of each Subsidiary. The
Company or WW, as the case may be, is the record and beneficial owner of
all of the outstanding capital stock of each Subsidiary. Schedule 2.3 of
the Stockholder Disclosure Letter also sets forth the names of the
directors and officers of each Subsidiary. Each of the Company and WW has
provided Parent with true and correct copies of each Subsidiary's
certificate of incorporation, bylaws or other applicable charter documents.
There are no options, warrants, calls, rights, commitments or agreements of
any character, written or oral, to which either the Company, WW or any
Subsidiary is a party or by which it is bound obligating any Subsidiary to
issue, deliver, sell, repurchase or redeem, or cause to be issued,
delivered, sold, repurchased or redeemed, any shares of the capital stock
of any Subsidiary or obligating any Subsidiary to grant, extend, accelerate
the vesting of, change the price of, otherwise amend or enter into any such
option, warrant, call, right, commitment or agreement. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or other similar rights with respect to any Subsidiary.
Getko Canada has no interest in any asset, property or right of any type or
description, real, personal, tangible and intangible.

         2.4 Authority. Each of the Company, WW, CMS and the Stockholder
(and each subsidiary of the Stockholder, as appropriate) has all requisite
corporate power and authority to enter into this Agreement and the
Ancillary Agreements to which it is a party and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the Ancillary Agreements to which it is party and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of each of the
Company, WW, CMS and the Stockholder (and each subsidiary of the
Stockholder, as appropriate), as the case may be, in accordance with
applicable law and the Certificate of Incorporation of the Company, WW, CMS
and the Stockholder (and each subsidiary of the Stockholder, as
appropriate), as the case may be. The respective Boards of Directors of the
Company, WW, CMS and the Stockholder have approved and adopted the Mergers,
this Agreement and the Ancillary Agreements to which it (and/or a
subsidiary of it) is a party. This Agreement and the Ancillary Agreements
to which it is party have been duly executed and delivered by each of the
Company, WW, CMS and the Stockholder (and each subsidiary of the
Stockholder, as appropriate) and, assuming the due execution and delivery
by Parent, Metal Merger Sub and WW Merger Sub, constitute the valid and
binding obligations of the Company, WW, CMS and the Stockholder (and each
subsidiary of the Stockholder, as appropriate), as the case may be,
enforceable in accordance with their respective terms. Except as set forth
in Schedule 2.4 of the Stockholder Disclosure Letter, the execution and
delivery of this Agreement and the Ancillary Agreements to which it is a
party by the Company, WW, CMS and the Stockholder (and each subsidiary of
the Stockholder, as appropriate), as the case may be, does not, and, as of
the Effective Time, the consummation of the transactions contemplated
hereby and thereby will not, conflict with, or result in any violation of,
or default under (with or without notice or lapse of time, or both), or
give rise to a right of termination, cancellation or acceleration of any
obligation or loss of any benefit under (any such event, a "Conflict") (i)
any provision of the Certificate of Incorporation or Bylaws of the Company,
WW, CMS or the Stockholder, as the case may be, or (ii) any agreement that
would be required to be disclosed pursuant to Section 2.11 or 2.12 of this
Agreement or any instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to the Company, WW, CMS or the Stockholder or their respective
properties or assets. No consent, waiver, approval, order or authorization
of, or registration, declaration or filing with, any court, administrative
agency or commission or other federal, state, county, local or foreign
governmental authority, instrumentality, agency or commission
("Governmental Entity") or any third party (so as not to trigger any
Conflict) is required by or with respect to the Company, WW, CMS or the
Stockholder in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby, except for:
(i) the filing of the Certificates of Merger with the Secretaries of State
for the State of Delaware and the State of New York, respectively; (ii)
such consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable federal and
state securities laws; (iii) such consents, waivers, approvals, orders,
authorizations, registrations, declarations and filings as may be required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"); and (iv) such other consents, waivers, authorizations,
filings, approvals and registrations which are set forth on Schedule 2.4 of
the Stockholder Disclosure Letter. Each of the Stockholder and CMS has
approved the Mergers in its capacity as stockholder of the Company and WW.

         2.5 Company Financial Statements. Schedule 2.5 of the Stockholder
Disclosure Letter sets forth the audited combined balance sheets of the
Company (together with WW and the WW Subsidiaries as though WW and the WW
Subsidiaries were subsidiaries of the Company) as of December 31, 1999 and
December 31, 1998 and the unaudited combined balance sheet of the Company
(together with WW and the WW Subsidiaries as though WW and the WW
Subsidiaries were subsidiaries of the Company) as of September 30, 2000
(the "Balance Sheet") and the related audited combined statements of
operations and cash flows for each of the two one-year periods ended
December 31, 1998 and December 31, 1999, respectively, and the related
unaudited combined statements of operations and cash flows for the
nine-month period ended September 30, 2000 (collectively, the "Company
Financials"). The Company Financials, including the related schedules and
notes thereto, have been prepared in accordance with generally accepted
accounting principles ("GAAP") applied on a basis consistent throughout the
periods indicated and consistent with each other (subject, in the case of
unaudited statements, to normal audit adjustments). The Company Financials,
including the related schedules and notes thereto, present fairly the
financial condition and operating results of the Company, WW, their
respective Subsidiaries and the Business as of the dates and during the
periods indicated therein. Except as disclosed on Schedule 2.5 of the
Stockholder Disclosure Letter, (i) there are no asset or revenue items that
are included in the Company Financials that would not be included in
financial statements prepared in accordance with GAAP of the Company, WW
and the Subsidiaries on a stand-alone basis for the same amounts and for
the same periods, and (ii) there are no liabilities or expenses that would
be included in financial statements prepared in accordance with GAAP of the
Company, WW and their respective Subsidiaries on a stand alone basis that
are not included in the Company Financials for the same amounts and for the
same periods. At no time has the Company, WW or any Subsidiary factored its
accounts receivable or otherwise sold or transferred the right to collect
any of its accounts receivable. In addition, at no time has the Company, WW
or any Subsidiary, or any assets of the Company, WW or any Subsidiary, been
placed in receivership or otherwise been subject to any bankruptcy,
insolvency or liquidation proceeding.

         2.6 No Undisclosed Liabilities. The Company, WW, the Subsidiaries
and the Business do not have any liability, indebtedness, obligation,
expense, claim, guaranty or endorsement of any type, whether accrued,
absolute, contingent, matured, unmatured or other, of a nature required to
be reflected in financial statements (including the notes thereto) in
accordance with GAAP ("Liabilities"), which individually or in the
aggregate (i) has not been reflected in the Balance Sheet, or (ii) has not
arisen in the ordinary course of the Company's or WW's business since the
date of the Balance Sheet, consistent with past practices, and does not
reflect a material change to the business (as previously conducted),
results of operations or financial condition of the Company, WW or any of
the Subsidiaries (taking into account any growth in revenues and
commensurate growth in expenses).

         2.7 No Changes. (i) Since June 30, 2000 and through the date
hereof, there has not been, occurred or arisen any:

         (a) transaction by the Company, WW or any Subsidiary except in the
ordinary course of business as conducted on June 30, 2000;

         (b) transfer in, sale, lease, license or allocation of any assets
(including intangible assets), Liabilities or employees to the Company, WW
or any Subsidiary by the Stockholder or any of its subsidiaries (other than
the Company, WW and its Subsidiaries);

         (c) amendments or changes to the certificate of incorporation or
bylaws or other applicable charter documents of the Company, WW or any
Subsidiary;

         (d) use by the Business of any assets owned by or licensed to the
Stockholder or any of its subsidiaries (other than the Company, WW and its
Subsidiaries);

         (e) labor trouble or claim of wrongful discharge or other unlawful
labor practice or action;

         (f) addition to or modification of the employee benefit plans,
arrangements or practices described in Section 2.20 of this Agreement
(other than as described in Section 5.19 hereof);

         (g) change in accounting methods or practices (including any
change in depreciation or amortization policies or rates) by the Company,
WW or any Subsidiary;

         (h) revaluation by the Company, WW or any Subsidiary of any of its
assets;

         (i) declaration, setting aside or payment of a dividend or other
distribution with respect to the capital stock of the Company, WW or any
Subsidiary, or any split, combination or reclassification with respect to
the capital stock of the Company, WW or any Subsidiary, or any issuance or
authorization of any issuance of any other securities in respect of, in
lieu of or in substitution for shares of capital stock of the Company, WW
or any Subsidiary or any direct or indirect redemption, purchase or other
acquisition by the Company, WW or any Subsidiary of any of its capital
stock (or options, warrants or rights convertible into, exercisable or
exchangeable therefor);

         (j) increase in the salary or other compensation payable or to
become payable to any of its officers or directors of the Company, WW or
any Subsidiary other than increases made in the ordinary course of business
consistent with past practices and in no event in excess of ten percent
(10%) of such officer's or director's base salary, or the declaration,
payment or commitment or obligation of any kind for the payment of a bonus
or other additional salary or compensation to any such person, other than
bonuses or additional salary or compensation paid in the ordinary course of
business consistent with past practices;

         (k) waiver or release of any right or claim of the Company, WW or
any Subsidiary in excess of $50,000 in the aggregate, including any
write-off or other compromise of any account receivable of the Company, WW
or any Subsidiary;

         (l) except as contemplated by this Agreement, issuance, sale, or
contract to issue or sell, by the Company, WW or any Subsidiary of any
shares of Company Capital Stock or WW Capital Stock or shares of capital
stock of any Subsidiary or securities convertible into, or exercisable or
exchangeable for, shares of Company Capital Stock or WW Capital Stock or
shares of capital stock of any Subsidiary, or any securities, warrants,
options or rights to purchase any of the foregoing;

         (m) commencement or written notice or, to the Stockholder's
Knowledge, threat of any lawsuit or, to the Stockholder's Knowledge,
proceeding or investigation against the Company, WW or its affairs;

         (n) agreement, understanding or commitment, or any modification to
or amendment of any such agreement, understanding or commitment, between
the Stockholder and any of its subsidiaries or affiliates on the one hand,
and the Company or WW, on the other hand;

         (o) adoption of a plan of or resolutions providing for the
liquidation, dissolution, merger, consolidation or other arrangement of the
Company, WW or the Subsidiaries (except for the transactions contemplated
hereby); or

         (p) negotiation or agreement by the Company, WW or any Subsidiary
or any officer or employees thereof to do any of the things described in
the preceding clauses (a) through (o) (other than negotiations with Parent
and its representatives regarding the transactions contemplated by this
Agreement).

         (ii) Since September 30, 2000 and through the date hereof, there
has not been, occurred or arisen any:

         (a) material adverse change in the Company's or WW's condition
(financial or otherwise), results of operations, assets, liabilities,
working capital or reserves, except for changes contemplated hereby or set
forth in the Company Financials;

         (b) payment, discharge or satisfaction, in any amount in excess of
$100,000 in any one case, or $250,000 in the aggregate, of any claim,
liability or obligation (absolute, accrued, asserted or unasserted,
contingent or otherwise) of the Company, WW or any Subsidiary, other than
payment, discharge or satisfaction of Liabilities in the ordinary course of
business consistent with past practices;

         (c) capital expenditure or commitment by or on behalf of the
Company, WW or any Subsidiary or the Business, either individually or in
the aggregate, exceeding $100,000, other than, in the case of the Company
and the Metal Subsidiaries only, in the ordinary course of business
consistent with past practices;

         (d) event or condition that has had or would be reasonably
expected to have a Material Adverse Effect (as defined in Section 10.2
hereof) on the Company, WW or any Subsidiary;

         (e) loan by the Company, WW or any Subsidiary to any person or
entity, incurring by the Company, WW of any indebtedness, guaranteeing by
the Company, WW or any Subsidiary of any indebtedness, issuance or sale of
any debt securities of the Company or any Subsidiary or guaranteeing of any
debt securities of others, except for advances to employees for travel and
business expenses in the ordinary course of business, consistent with past
practices;

         (f) cancellation of any material indebtedness owed to the Company,
WW or its Subsidiaries relating to any of the Company's or WW's business
activities or properties (or the business activities or properties of the
Subsidiaries), whether or not in the ordinary course of business;

         (g) making or changing in any election in respect of Taxes (as
defined in Section 2.8 hereof) of the Company, WW or any Subsidiary,
adoption or change in any accounting method in respect of Taxes of the
Company, WW or any Subsidiary, agreement or settlement of any claim or
assessment in respect of Taxes of the Company, WW or any Subsidiary, or
extension or waiver of the limitation period applicable to any claim or
assessment in respect of Taxes of the Company, WW or any Subsidiary; or

         (h) negotiation or agreement by the Company, WW or any Subsidiary
or any officer or employees thereof to do any of the things described in
the preceding clauses (a) through (g) (other than negotiations with Parent
and its representatives regarding the transactions contemplated by this
Agreement).

         (iii) Since March 31, 2000 and through the date hereof, there has
not been, occurred or arisen any transfer out, sale, lease or license of
any assets (including intangible assets and URLs), Liabilities or employees
of the Company, WW or any Subsidiary to (with respect to material assets
only) a third party or to (with respect to all assets) the Stockholder or
any of its subsidiaries (other than the Company, WW and the Subsidiaries).

         2.8 Tax and Other Returns and Reports

         (a) Definition of Taxes. For the purposes of this Agreement, "Tax"
or, collectively, "Taxes," means (i) any and all federal, state, local and
foreign taxes, assessments and other governmental charges, duties,
impositions and liabilities, including taxes based upon or measured by
gross receipts, income, profits, sales, use and occupation, and value
added, ad valorem, transfer, franchise, withholding, payroll, recapture,
employment, excise and property taxes, together with all interest,
penalties and additions imposed with respect to such amounts, (ii) any
liability for the payment of any amounts of the type described in clause
(i) of this Section 2.8(a) as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period, and (iii) any
liability for the payment of any amounts of the type described in clauses
(i) or (ii) of this Section 2.8(a) as a result of any express or implied
obligation to indemnify any other person or as a result of any obligations
under any agreements or arrangements with any other person with respect to
such amounts and including any liability for taxes of a predecessor entity.

         (b) Tax Returns and Audits. Except as set forth in Schedule 2.8(b)
of the Stockholder Disclosure Letter:

         (i) Each of the Company, WW and each Subsidiary has prepared and
timely filed all required federal, state, local and foreign returns,
estimates, information statements and reports ("Returns") relating to any
and all Taxes concerning or attributable to it or its operations and such
Returns are true and correct and have been completed in accordance with
applicable law.

         (ii) Each of the Company, WW and each Subsidiary (A) has paid or
accrued all Taxes it is required to pay or accrue and (B) has reported and
withheld with respect to employees of the Company, WW and each Subsidiary
all federal and state income taxes, Federal Income Contribution Act
("FICA"), Federal Unemployment Tax Act ("FUTA"), and other Taxes required
to be reported and withheld.

         (iii) Neither the Company, WW nor any Subsidiary has been
delinquent in the payment of any Tax nor is there any Tax deficiency
outstanding, proposed or assessed against the Company, WW or any
Subsidiary, nor has the Company, WW or any Subsidiary executed any waiver
of any statute of limitations on or extending the period for the assessment
or collection of any Tax.

         (iv) No audit or other examination of any Return of the Company,
WW or any Subsidiary is currently in progress, nor has the Company, WW or
any Subsidiary been notified of any request for such an audit or other
examination.

         (v) Neither the Company, WW nor any Subsidiary has any liabilities
for unpaid federal, state, local and foreign Taxes which have not been
accrued or reserved against in accordance with GAAP on the Balance Sheet,
whether asserted or unasserted, contingent or otherwise, and the
Stockholder has no Knowledge of any basis for the assertion of any such
liability attributable to the Company, WW or any Subsidiary, or any of
their respective assets or operations.

         (vi) The Stockholder has provided to Parent copies of all foreign,
federal, state and local income and all state and local sales and use Tax
Returns relating to any and all Taxes concerning or attributable to the
Company, WW or any Subsidiary for the past two (2) years.

         (vii) There are no liens, pledges, charges, claims, security
interests or other encumbrances of any sort except for liens for Taxes not
yet due and payable ("Liens") on the assets of the Company, WW or any
Subsidiary relating to or attributable to Taxes.

         (viii) The Stockholder has no Knowledge of any basis for the
assertion of any claim relating or attributable to Taxes which, if
adversely determined, would result in any Lien on the assets of the
Company, WW or any Subsidiary.

         (ix) None of the Company's, WW's or any Subsidiary's assets are
treated as "tax-exempt use property" within the meaning of Section 168(h)
of the Code.

         (x) There is not any contract, agreement, plan or arrangement,
including but not limited to the provisions of this Agreement, covering any
employee or former employee of the Company, WW or any Subsidiary that,
individually or collectively, could give rise to the payment of any amount
that would not be deductible pursuant to Sections 280G, 404 or 162(m) of
the Code.

         (xi) Neither the Company, WW nor any Subsidiary has filed any
consent agreement under Section 341(f) of the Code or agreed to have
Section 341(f)(2) of the Code apply to any disposition of a Subsection (f)
asset (as defined in Section 341(f)(4) of the Code) owned by the Company,
WW or any Subsidiary.

         (xii) Neither the Company, WW nor any Subsidiary is a party to a
tax sharing or allocation agreement nor does the Company, WW or any
Subsidiary owe any amount under any such agreement.

         (xiii) No adjustment relating to any Return filed by the Company,
WW or any Subsidiary has been proposed formally or, to the Knowledge of the
Stockholder, informally by any tax authority to the Company, WW or any
Subsidiary or any representative thereof.

         (xiv) Neither the Company, WW nor any Subsidiary has ever been a
party to any joint venture, partnership or other agreement that could be
treated as a partnership for Tax purposes.

         (xv) Neither the Company, WW nor any Subsidiary has constituted
either a "distributing corporation" or a "controlled corporation" in a
distribution of stock qualifying for tax-free treatment under Section 355
of the Code (x) in the two years prior to the date of this Agreement or (y)
in a distribution prior to the Mergers which could otherwise constitute
part of a "plan" or "series of related transactions" (within the meaning of
Section 355(e) of the Code) in conjunction with the Mergers.

         2.9 Restrictions on Business Activities. Except as set forth in
Schedule 2.9(a) of the Stockholder Disclosure Letter, there is no agreement
(noncompete or otherwise), commitment, judgment, injunction, order or
decree to which the Company, WW or any Subsidiary is a party or otherwise
binding upon the Company, WW or any Subsidiary or the Business which has or
reasonably would be expected to have the effect of prohibiting or impairing
any business practice of the Company, WW or any Subsidiary, any acquisition
of property (tangible or intangible) by the Company, WW or any Subsidiary.
Without limiting the foregoing, except as set forth in Schedule 2.9(b) of
the Stockholder Disclosure Letter, neither the Company, WW nor any
Subsidiary has entered into or is bound by any agreement under which any of
them is restricted from selling, licensing or otherwise distributing any of
its technology to any class of customers during any period of time or in
any segment of the market.

         2.10 Title to Properties; Absence of Liens and Encumbrances

         (a) Except as set forth in Schedule 2.10 of the Stockholder
Disclosure Letter, neither the Company, WW nor any Subsidiary owns any real
property. Schedule 2.10(a) of the Stockholder Disclosure Letter sets forth
a list of all real property currently leased by the Company, WW or any
Subsidiary. All such current leases are in full force and effect, are valid
and effective in accordance with their respective terms, and there is not,
under any of such leases, any existing default or event of default (or
event which with notice or lapse of time, or both, would constitute a
default).

         (b) Each of the Company, WW and each Subsidiary has good and valid
title to, or, in the case of leased properties and assets, valid leasehold
interests in, all of their tangible properties and assets (including
accounts receivable), real, personal and mixed, used or held for use in the
Business, free and clear of any Liens, except as reflected in the Company
Financials and except for liens for taxes not yet due and payable and such
imperfections of title and encumbrances, if any, which are not material in
character, amount or extent, and which do not materially detract from the
value, or materially interfere with the present use, of the property
subject thereto or affected thereby.

         (c) Other than as set forth in Schedule 2.10(c) of the Stockholder
Disclosure Letter, all material items of equipment (the "Equipment")
(including all of the Equipment contained in the San Francisco location of
the Business) used in or by the Business are owned or leased by the
Company, WW or a Subsidiary.

         (d) All of the assets, properties and rights of every type and
description, real, personal, tangible and intangible, used in the conduct
of the Business are licensed by third parties to or owned by the Company or
WW or the Company or WW otherwise has the right to use such assets
properties and rights. Neither the Stockholder nor any subsidiary or
affiliate of Stockholder (including NRT) has any ownership, license or
similar interest to any of the assets, properties or rights of any type and
description, real, personal, tangible and intangible, used in the conduct
of the Business. Except as provided for in Exhibit A to the Transition
Services Agreement or Schedule 2.10(d) of the Stockholder Disclosure
Letter, (i) the Stockholder and its subsidiaries (other than the Company,
WW and the Subsidiaries) do not provide any products or services used in
the conduct of the Business, and (ii) there is no other agreement or
understanding between the Stockholder or any of its affiliates and the
Company, WW or any Subsidiary.

         2.11 Intellectual Property

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

                  "Intellectual Property" shall mean any or all of the
following and all rights in, arising out of, or associated therewith: (i)
all United States, international and foreign patents and applications
therefor and all reissues, divisions, renewals, extensions, provisionals,
continuations and continuations-in-part thereof; (ii) all proprietary
inventions (whether patentable or not), proprietary invention disclosures,
proprietary improvements, proprietary trade secrets, proprietary
information (insofar as such proprietary information relates to
intellectual property), proprietary know how, proprietary technology,
proprietary technical data and proprietary customer lists, and all
documentation relating to any of the foregoing; (iii) all copyrights,
copyright registrations and applications therefor, and all other rights
corresponding thereto throughout the world; (iv) all industrial designs and
any registrations and applications therefor throughout the world; (v) all
trade names, logos, domain names, URLs, common law trademarks and service
marks, trademark and service mark registrations and applications therefor
throughout the world (except that trade names, common law trademarks and
service marks and trademark and service mark registrations and applications
therefor shall be limited to those arising in the United States and the
United Kingdom); (vi) all databases and data compilations and collections
and all rights therein throughout the world; (vii) all software in object
code and source code form and related documentation; (viii) all moral and
economic rights of authors and inventors, however denominated, throughout
the world; (ix) any similar or equivalent rights to any of the foregoing
anywhere in the world; and (x) all tangible embodiments of any of the
foregoing.

                  "Company Intellectual Property" shall mean any
Intellectual Property that is owned by, or exclusively licensed to, the
Company, WW or any of the Subsidiaries.

                  "Registered Intellectual Property" means all United
States, international and foreign: (i) patents and patent applications
(including provisional applications); (ii) registered trademarks,
applications to register trademarks, intent-to-use applications, or other
registrations or applications related to trademarks; (iii) registered
copyrights and applications for copyright registration; and (iv) any other
Intellectual Property that is the subject of an application, certificate,
filing, registration or other document issued, filed with, or recorded by
any state, government or other public legal authority.

                  "Company Registered Intellectual Property" means all of
the Registered Intellectual Property owned by, or filed in the name of, the
Company, WW or any Subsidiary.

         (a) No Company Intellectual Property or product or service of the
Company, WW or any Subsidiary is party to any proceeding or outstanding
decree, order, judgment, agreement or stipulation restricting in any manner
the use, transfer, or licensing thereof by the Company, WW or any
Subsidiary, or which may affect the validity, use or enforceability of such
Company Intellectual Property.

         (b) Schedule 2.11(b) of the Stockholder Disclosure Letter is a
complete and accurate list of all Company Registered Intellectual Property
and specifies, where applicable, the jurisdictions in which each such item
of Company Registered Intellectual Property has been issued or registered
or in which an application for such issuance and registration has been
filed, including the respective registration or application numbers. Each
item of Company Registered Intellectual Property is valid and subsisting,
all necessary registration, maintenance and renewal fees currently due in
connection with such Registered Intellectual Property have been made and
all necessary documents, recordations and certificates in connection with
such Registered Intellectual Property have been filed with the relevant
patent, copyright, trademark or other authorities in the United States or
foreign jurisdictions, as the case may be, for the purposes of maintaining
such Registered Intellectual Property in the jurisdictions where the
Business is conducted.

         (c) Each of the Company, WW and each of its Subsidiaries owns and
has good and exclusive title to, or has license (sufficient for the conduct
of the Business as conducted) to, each item of Company Intellectual
Property or other Intellectual Property used by the Company, WW or any
Subsidiary, as applicable, in the Business as conducted free and clear of
any lien or encumbrance; and the Company, WW or one of the Subsidiaries is
the exclusive owner of all URLs, domain names, trademarks and trade names
used in connection with the operation or conduct of the Business as
conducted, including the sale of any products or the provision of any
services by the Company, WW or any of the Subsidiaries.

         (d) Neither Stockholder nor any of its subsidiaries (other than
the Company, WW and the Subsidiaries) owns or licenses to the Company, WW
or the Subsidiaries any Intellectual Property that is used in the Business
as conducted or otherwise permits the Company to use any Intellectual
Property that is licensed by the Stockholder or its subsidiaries (other
than the Company, WW and the Subsidiaries).

         (e) The Company, WW and the Subsidiaries own exclusively, and have
good title to, all copyrighted works that are the products of the Company,
WW or any of the Subsidiaries or which the Company, WW or any of the
Subsidiaries otherwise expressly purports to own. The Company, WW and the
Subsidiaries own exclusively, and have good title to or a license to use
(which license is disclosed on Schedule 2.11(i) of the Stockholder
Disclosure Letter), all source-code and object-code used in or incorporated
in the products or services of the Company, WW or any of the Subsidiaries.

         (f) The Company, WW and the Subsidiaries own, and have good title
to and all necessary rights for the use of, all Intellectual Property used
in the operation of the websites listed on Schedule 2.11(f), and no such
right will terminate or be adversely affected by virtue of the Mergers and
the transactions contemplated hereby.

         (g) To the extent that any Intellectual Property has been
developed or created by a third party for the Company, WW or any
Subsidiary, the Company, WW or such Subsidiary, as the case may be, has a
written agreement with such third party (each of which agreements is in
full force and effect and is binding and enforceable against the parties
thereto) with respect thereto and the Company, WW or such Subsidiary, as
the case may be, thereby either (i) has obtained ownership of, and is the
exclusive owner of or (ii) has obtained a license (sufficient for the
conduct of its business) to all such third party's Intellectual Property in
such work, material or invention by operation of law or by valid
assignment.

         (h) Neither the Company, WW nor any Subsidiary has transferred
ownership of, or granted any exclusive license with respect to, any
Intellectual Property that is or was material to the Company Intellectual
Property, to any third party (including Stockholder and its subsidiaries
other than the Company, WW and the Subsidiaries).

         (i) Schedule 2.11(i) lists all material contracts, licenses and
agreements to which the Company, WW or any Subsidiary is a party (i) with
respect to the Company Intellectual Property licensed or transferred to any
third party, including without limitation, any agreement pursuant to which
the Company, WW or any Subsidiary has granted or may grant in the future to
any party a source-code license or option or other rights to use or acquire
source code; or (ii) pursuant to which a third party or the Stockholder and
its subsidiaries (other than the Company, WW and the Subsidiaries) has
licensed or transferred any material Intellectual Property to the Company,
WW or any Subsidiary.

         (j) The consummation of the transactions contemplated by this
Agreement will neither violate nor result in the breach, modification,
cancellation, termination or suspension of such contracts, licenses and
agreements or the loss of, or any adverse effect on, any ownership or
license rights of the Company or WW in any Company Intellectual Property.
The Company, WW and the Subsidiaries are in compliance with, and have not
breached any material term of any of such contracts, licenses and
agreements and, to the Knowledge of the Stockholder, all other parties to
such contracts, licenses and agreements are in compliance with, and have
not breached any term of, such contracts, licenses and agreements.
Following the Effective Time, the Surviving Corporation will be permitted
to exercise all of the rights of the Company, WW and the Subsidiaries under
such contracts, licenses and agreements to the same extent the Company, WW
or the Subsidiaries, as the case may be, would have been able to had the
transactions contemplated by this Agreement not occurred and without the
payment of any additional amounts or consideration other than ongoing fees,
royalties or payments which the Company, WW or the Subsidiaries would
otherwise be required to pay.

         (k) The operation of the Business as conducted in the
jurisdictions conducted, including the design, development, manufacture,
marketing and sale of the products or services of the Company, WW or any
Subsidiary (including with respect to products and services currently under
development) has not, does not and will not infringe or misappropriate the
Intellectual Property of any third party or the Stockholder or any of its
subsidiaries (other than the Company, WW and the Subsidiaries), or
constitute unfair competition or trade practices under the laws of any
jurisdiction in which the Business is conducted.

         (l) Neither the Company, WW nor any Subsidiary has received notice
from any third party that the operation of the Business or any act, product
or service of the Company, WW or any Subsidiary, infringes or
misappropriates the Intellectual Property of any third party or constitutes
unfair competition or trade practices under the laws of any jurisdiction.

         (m) To the Knowledge of the Stockholder, no person has or is
infringing or misappropriating, any Company Intellectual Property or
engaging in any unfair competition or trade practice against the Company,
WW or any Subsidiary under the laws of any jurisdiction.

         (n) Neither this Agreement nor the transactions contemplated by
this Agreement, including the assignment to Parent, Metal Merger Sub or WW
Merger Sub by operation of law or otherwise of any contracts or agreements
to which the Company or WW is a party, will result in (i) either Parent,
Metal Merger Sub or WW Merger Sub granting to any third party any right to
or with respect to any material Intellectual Property right owned by, or
licensed to, either of them, (ii) the Company, WW, Parent, Metal Merger Sub
or WW Merger Sub being bound by, or subject to, any non-compete or other
material restriction on the operation or scope of their respective
businesses, or (iii) either Parent, Metal Merger Sub or WW Merger Sub being
obligated to pay any royalties or other material amounts to any third party
in excess of those payable by Parent, Metal Merger Sub, WW Merger Sub, WW
or the Company or any of the Subsidiaries, respectively, prior to the
Closing.

         (o) Each of the Company and WW has taken all reasonable steps to
protect the rights of the Company, WW and the Subsidiaries in the rights of
the Company, WW and the Subsidiaries in confidential information and trade
secrets that it wishes to protect or any trade secrets or confidential
information of third parties provided to the Company, WW or any Subsidiary,
and, without limiting the foregoing, the Company has and enforces a policy
requiring each employee and contractor to execute a proprietary
information/confidentiality and invention assignment agreement with the
Company, and all current and former employees and contractors of the
Company, WW an the Subsidiaries have executed such an agreement with the
Company or WW, as applicable, except where the failure to do so is not
reasonably expected to be material to the Company, WW or any of its
Subsidiaries.

         (p) No (i) product, technology, service or publication of the
Company, WW or any Subsidiary, (ii) material published or distributed by
the Company, WW or any Subsidiary, or (iii) conduct or statement of the
Company, WW or any Subsidiary constitutes obscene material, a defamatory
statement or material, false advertising or otherwise violates any law or
regulation in the jurisdictions where the Business is conducted.

         (q) The Company licenses all right, title and interest to the
assets and Intellectual Property related to the development by Stockholder,
the Company and/or WW of real estate transaction management platform
technologies which will provide transaction processing and support services
designed to aid real estate brokers in assisting real estate purchasers and
sellers in fulfilling the closing conditions of a real estate purchase
contract as described by Stockholder to Parent as Project Red Head
("Project Red Head").

         2.12 Agreements, Contracts and Commitments

         (a) Except as set forth in Schedule 2.12(a) of the Stockholder
Disclosure Letter, as of the date hereof, neither the Company, WW nor any
Subsidiary has, is a party to, is bound by, and the Business is not the
beneficiary of, or subject to, any of the following (those agreements,
arrangements, contracts or commitments to which the Business is subject,
but to which the Company, WW or the Subsidiaries is not, as between the
Stockholder or its subsidiaries (other than the Company, WW and the
Subsidiaries) and the Company, WW and the Subsidiaries, are clearly marked
as such on Schedule 2.12(a)):

         (i) any collective bargaining agreements,

         (ii) any agreements or arrangements that contain any severance pay
or post-employment liabilities or obligations,

         (iii) any bonus, deferred compensation, pension, profit sharing or
retirement plans, or any other employee benefit plans or arrangements,

         (iv) any employment or consulting agreement, contract or
commitment with an employee or individual consultant or salesperson or any
consulting or sales agreement, contract or commitment under which any firm
or other organization provides services to the Company, WW or any
Subsidiary,

         (v) any agreement or plan, including any stock option plan, stock
appreciation rights plan or stock purchase plan, any of the benefits of
which will be increased, or the vesting of benefits of which will be
accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this
Agreement,

         (vi) any agreement or plan to issue, grant, deliver or sell or
authorize, or that proposes the issuance, grant, delivery or sale of, or to
purchase or that proposes the purchase of, any shares, or any rights
attached to any shares, in the Company, WW or any Subsidiary or any
securities convertible into or exchangeable for shares in the Company, WW
or any Subsidiary, or subscriptions, rights, warrants or options to
acquire, or other agreements or commitments of any character obligating it
to issue any shares in the Company, WW or any Subsidiary or other
convertible securities,

         (vii) any fidelity or surety bond or completion bond,

         (viii) any lease of personal property requiring payments over the
term of such lease or series of related leases individually in excess of
$200,000 or any lease of real property,

         (ix) any agreement of indemnification or guaranty,

         (x) any agreement, contract or commitment containing any covenant
limiting the freedom of the Company, WW or any Subsidiary to engage in any
line of business or to compete with any person,

         (xi) any agreement, contract or commitment relating to capital
expenditures or involving future payments or a series of related payments
in excess of $100,000,

         (xii) any agreement, contract or commitment relating to the
disposition or acquisition of assets or any interest in any business
enterprise outside the ordinary course of the Company's or WW's business,
as applicable,

         (xiii) any mortgages, indentures, loans or credit agreements,
security agreements or other agreements or instruments relating to the
borrowing of money or extension of credit, including guaranties referred to
in clause (ix) hereof,

         (xiv) any purchase order or contract for the purchase of raw
materials involving $50,000 or more,

         (xv) any construction contracts involving future payments or a
series of related payments in excess of $50,000,

         (xvi) any sales representative, original equipment manufacturer,
value added, remarketer, reseller or independent software vendor or other
agreement for use of distribution of the Company's or WW's products,
technologies or services;

         (xvii) any distribution, joint marketing or development agreement
that includes any provision granting any person a right of first refusal,
right of first negotiation or exclusive, "most favored nation" or
preferential placement or other preferential rights,

         (xviii) any agreement pursuant to which the Company, WW or any
Subsidiary has developed for and/or delivered to or has received funds from
any Governmental Entity to develop and/or deliver any Intellectual
Property,

         (xix) any agreement, contract or commitment for the purchase of
advertising,

         (xx) any other agreement, contract or commitment that involves
$100,000 or more or is not cancelable without penalty within thirty (30)
days

         (b) Except for such alleged breaches, violations and defaults, and
events that would constitute a breach, violation or default with the lapse
of time, giving of notice, or both, as are all noted in Schedule 2.12(b) of
the Stockholder Disclosure Letter, neither the Company, WW nor any
Subsidiary nor the Stockholder nor any of its subsidiaries has materially
breached, violated or defaulted under, or received written notice that it
has materially breached, violated or defaulted under, any of the terms or
conditions of any agreement, contract or commitment required to be set
forth on Schedule 2.12(a) of the Stockholder Disclosure Letter or Schedule
2.11(g) of the Stockholder Disclosure Letter (any such agreement, contract
or commitment, a "Contract"). Each Contract is in full force and effect
(assuming the Contracts have been duly authorized, executed and delivered
by the respective other parties thereto) and is not subject to any default
thereunder of which the Stockholder has Knowledge by any party obligated to
the Company, WW or any Subsidiary pursuant thereto.

         2.13 Interested Party Transactions. Other than as contemplated by
this Agreement, none of the Stockholder or any trust, partnership or
corporation in which the Stockholder has an interest or is affiliated, any
subsidiary of the Stockholder or any officer or director of the Company, WW
or any Subsidiary, has directly or indirectly, (i) an economic interest in
any entity which furnished or sold, or furnishes or sells, services or
products that the Company, WW or any Subsidiary furnishes or sells, or
proposes to furnish or sell, (ii) an economic interest in any entity that
purchases from or sells or furnishes to, or licenses to or licenses from,
the Company, WW or any Subsidiary, any goods or services or Intellectual
Property or (iii) a material pecuniary interest in any contract or
agreement set forth in Schedule 2.12(a) of the Stockholder Disclosure
Letter or Schedule 2.11(i) of the Stockholder Disclosure Letter; provided,
that ownership of no more than one percent (1%) of the outstanding voting
stock of a publicly traded corporation shall not be deemed an "economic
interest in any entity" for purposes of this Section 2.13.

         2.14 Governmental Authorization. Schedule 2.14 of the Stockholder
Disclosure Letter accurately lists each material consent, license, permit,
grant or other authorization issued to the Company or WW relating to the
Business by a Governmental Entity (herein collectively referred to as
"Company Authorizations"), which Company Authorizations are in full force
and effect and constitute all Company Authorizations required to permit the
Company and WW to operate or conduct the Business or hold any interest in
their respective properties or assets.

         2.15 Litigation. Except as set forth in Schedule 2.15 of the
Stockholder Disclosure Letter, there is no action, suit or proceeding of
any nature pending or to Knowledge of the Stockholder, threatened against
the Company, WW or any of its Subsidiaries or Stockholder or any of its
subsidiaries, their respective properties or any of their respective
officers or directors, in their respective capacities as such. To the
Knowledge of the Stockholder, there is no investigation pending or
threatened against the Company, WW or any Subsidiary or the Stockholder or
any of its subsidiaries, their respective properties or any of their
respective officers or directors by or before any Governmental Entity.
Schedule 2.15 of the Stockholder Disclosure Letter sets forth, with respect
to any such pending or threatened action, suit, proceeding or
investigation, the forum, the parties thereto, the subject matter thereof
and the amount of damages claimed or other remedy requested. No
Governmental Entity has at any time challenged or questioned the legal
right of the Company, WW or any Subsidiary or the Stockholder or any of its
subsidiaries to conduct the Business or offer or sell any of its products
or services.

         2.16 Insurance. Schedule 2.16 of the Stockholder Disclosure Letter
contains a true and complete list of all current policies or insurance
binders of fire, property, title, business interruption, general liability,
workers' compensation and errors or omissions insurance (showing as to each
policy or binder as are applicable to the Business, the carrier, policy
number, coverage limits (including without limitation, retentions and
deductibles), expiration dates, annual premiums and a general description
of the type of coverage provided) maintained by the Company or WW on the
Business, property or employees within the last three years. All of such
policies are sufficient for compliance with all material contracts or
leases to which the Company, WW or any Subsidiary is a party and, to the
Knowledge of the Stockholder, all material requirements of applicable law.
Neither the Company nor WW has not failed to give any written notice or to
present any material claim under any such policy or binder in a due and
timely fashion. There are no outstanding unpaid claims under any such
policies or binders for which adequate reserves have not been established.
Such policies and binders are in full force and effect on the date hereof
and shall be kept in full force and effect by the Company and WW through
the Closing Date. True and complete copies of the documents described above
have been delivered or made available to Parent.

         2.17 Minute Books. The minute books of the Company, WW and each of
the Subsidiaries made available to counsel for Parent are the only minute
books of the Company, WW and such Subsidiaries and contain a reasonably
accurate summary of all meetings of directors (or committees thereof) and
stockholders or actions by written consent since the incorporation of the
Company, WW or such Subsidiary, as the case may be.

         2.18 Environmental Matters

         (a) Definitions:

         (i) "Hazardous Material" is any material or substance that is
prohibited or regulated by any Environmental Law or that has been
designated by any Governmental Authority to be radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.

         (ii) "Governmental Authority" is any local, state, provincial,
federal, or international governmental authority or agency which has had or
now has jurisdiction over any portion of the subject matter of this
Agreement, any Business Facility, the Company, WW or any Subsidiary.

         (iii) "Business Facility" is any property including the land, the
improvements thereon, the groundwater thereunder and the surface water
thereon, that is or at any time has been owned, operated, occupied,
controlled or leased by the Company, WW or any Subsidiary in connection
with the operation of the Business.

         (iv) "Disposal Site" is a landfill, disposal site, disposal agent,
waste hauler or recycler of Hazardous Materials, or any real property other
than a Business Facility receiving Hazardous Materials used or generated by
a Business Facility.

         (v) "Environmental Laws" are all applicable laws, directives,
guidance, rules, regulations, orders, treaties, statutes, and codes
promulgated by any Governmental Authority which prohibit, regulate or
control any Hazardous Material or any Hazardous Material Activity,
including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, the Resource Recovery and
Conservation Act of 1976, the Federal Water Pollution Control Act, the
Clean Air Act, the Hazardous Materials Transportation Act, the Clean Water
Act, all as amended at any time.

         (vi) "Hazardous Materials Activity" is the transportation,
transfer, disposal, discharge, recycling, storage, use, treatment,
manufacture, removal, remediation, release, exposure of others to, sale, or
distribution of any Hazardous Material or any product or waste containing a
Hazardous Material, or product manufactured with Ozone depleting
substances.

         (vii) "Environmental Permit" is any approval, permit,
registration, certification, license, clearance or consent required to be
obtained from any private person or any Governmental Authority with respect
to a Hazardous Materials Activity which is or was conducted by the Company,
WW or any Subsidiary.

         (b) Condition of Property: As of the Closing, except in compliance
with Environmental Laws in a manner that could not reasonably be expected
to subject the Company, WW or any Subsidiary to liability, no Hazardous
Materials are present on any Business Facility currently owned, operated,
occupied, controlled or leased by the Company, WW or any Subsidiary or were
present on any other Business Facility at the time it ceased to be owned,
operated, occupied, controlled or leased by the Company, WW or any
Subsidiary. Except as set forth in Schedule 2.18(b) of the Stockholder
Disclosure Schedule, there are no underground storage tanks, asbestos which
is friable or likely to become friable or PCBs present on any Business
Facility currently owned, operated, occupied, controlled or leased by the
Company, WW or any Subsidiary or as a consequence of the acts of the
Company, WW or any Subsidiary or their respective agents.

         (c) Hazardous Materials Activities: Each of the Company, WW and
each Subsidiary has conducted all Hazardous Material Activities relating to
its business in compliance in all material respects with all applicable
Environmental Laws. The Hazardous Materials Activities of the Company, WW
and each Subsidiary prior to the Closing have not resulted in the exposure
of any person to a Hazardous Material in a manner which has caused or could
reasonably be expected to cause an adverse health effect to any such
person.

         (d) Permits: Schedule 2.18(d) of the Stockholder Disclosure
Schedule accurately describes all of the Environmental Permits currently
held by the Company, WW or any Subsidiary and relating to the Business and
the listed Environmental Permits are all of the Environmental Permits
necessary for the continued conduct of any Hazardous Material Activity of
the Company, WW or any Subsidiary relating to the Business as such
activities are currently being conducted. All such Environmental Permits
are valid and in full force and effect. The Company, WW or the Subsidiary,
as applicable, has complied in all material respects with all covenants and
conditions of any Environmental Permit which is or has been in force with
respect to its Hazardous Materials Activities. No circumstances exist which
could cause any Environmental Permit to be revoked, modified, or rendered
non-renewable upon payment of the permit fee. All Environmental Permits and
all other consent and clearances required by any Environmental Law or any
agreement to which the Company, WW or any Subsidiary is bound as a
condition to the performance and enforcement of this Agreement, have been
obtained or will be obtained prior to the Closing at no cost to Parent.

         (e) Environmental Litigation: Except as set forth in Schedule
2.18(e) of the Stockholder Disclosure Schedule, no action, proceeding,
revocation proceeding, amendment procedure, writ, injunction or claim is
pending, or to the best of the Stockholder's knowledge, threatened,
concerning or relating to any Environmental Permit or any Hazardous
Materials Activity of the Company, WW or any Subsidiary relating to the
Business or any Business Facility.

         (f) Offsite Hazardous Material Disposal: Each of the Company, WW
and each Subsidiary has transferred or released Hazardous Materials only to
those Disposal Sites set forth in Schedule 2.18(f) of the Stockholder
Disclosure Schedule; and no action, proceeding, liability or claim exists
or is threatened against any Disposal Site or against the Company, WW or
any Subsidiary with respect to any transfer or release of Hazardous
Materials relating to the Business to a Disposal Site which could
reasonably be expected to subject the Company, WW or any Subsidiary to
liability.

         (g) Environmental Liabilities: The Stockholder is not aware of any
fact or circumstance, which could result in any environmental liability
which could reasonably be expected to harm the Business or financial status
of the Company, WW or any Subsidiary.

         (h) Reports and Records: Each of the Company and WW, as
applicable, has delivered to Parent or made available for inspection by
Parent and its agents, representatives and employees all records in the
Stockholder's, the Company's and WW's possession concerning the Hazardous
Materials Activities of the Company, WW or any Subsidiary relating to the
Business and all environmental audits and environmental assessments of any
Business Facility conducted at the request of, or otherwise in the
possession of the Stockholder, the Company and WW. Each of the Company, WW
and each Subsidiary has complied with all environmental disclosure
obligations imposed by applicable law with respect to this transaction.

         2.19 Brokers' and Finders' Fees; Third Party Expenses. Neither
the Company, WW nor any Subsidiary has incurred, nor will any of them
incur, directly or indirectly, any liability for brokerage or finders' fees
or agents' commissions or any similar charges or any other transaction
expenses in connection with this Agreement, the Commercial Agreements or
any transaction contemplated hereby and thereby.

         2.20 Employee Matters and Benefit Plans

         (a) Definitions. With the exception of the definition of
"Affiliate" set forth in Section 2.20(a)(i) below (which definition shall
apply only to this Section 2.20), for purposes of this Agreement, the
following terms shall have the meanings set forth below:

         (i) "Affiliate" shall mean any other person or entity under common
control with the Company or WW within the meaning of Section 414(b), (c),
(m) or (o) of the Code and the regulations thereunder;

         (ii) "Company Employee Plan" shall refer to any plan, program,
policy, practice, contract, agreement or other arrangement providing for
compensation, severance, termination pay, performance awards, stock or
stock-related awards, fringe benefits or other employee benefits or
remuneration of any kind, whether formal or informal, funded or unfunded,
including each "employee benefit plan", within the meaning of Section 3(3)
of ERISA, which is or has been maintained, contributed to, or required to
be contributed to, by the Stockholder or the Company or WW or any Affiliate
for the benefit of any "Employee" (as defined below), and pursuant to which
the Stockholder or the Company or WW or any Affiliate has or is reasonably
expected to have any material liability contingent or otherwise;

         (iii) "DOL" means the Department of Labor;

         (iv) "Employee" shall mean any current, former, or retired
employee, officer, or director of the Company, WW or any Subsidiary;

         (v) "Employee Agreement" shall refer to each management,
employment, severance, consulting, relocation, repatriation, expatriation,
visas, work permit or similar agreement or contract between the
Stockholder, the Company, WW or any Subsidiary and any Employee or
consultant of the Company, WW or any Subsidiary;

         (vi) "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended;

         (vii) "IRS" shall mean the Internal Revenue Service;

         (viii) "Multiemployer Plan" shall mean any "Pension Plan" (as
defined below) which is a "multiemployer plan," as defined in Section 3(37)
of ERISA; and

         (ix) "Pension Plan" shall refer to each Company Employee Plan
which is an "employee pension benefit plan," within the meaning of Section
3(2) of ERISA.

         (b) Schedule. Schedule 2.20(b) of the Stockholder Disclosure
Letter contains an accurate and complete list of each Company Employee Plan
and each Employee Agreement. Except as set forth in Schedule 2.20(b) of the
Stockholder Disclosure Letter, none of the Stockholder, the Company, WW nor
any Subsidiary has any plan or commitment, whether legally binding or not,
to establish any new Company Employee Plan or Employee Agreement, to modify
any Company Employee Plan or Employee Agreement (except to the extent
required by law or to conform any such Company Employee Plan or Employee
Agreement to the requirements of any applicable law, in each case as
previously disclosed to Parent in writing, or as required by this
Agreement), or to enter into any Company Employee Plan or Employee
Agreement, nor does it have any intention or commitment to do any of the
foregoing.

         (c) Documents. The Stockholder has made available to Parent (i)
correct and complete copies of all documents embodying or relating to each
Company Employee Plan and each Employee Agreement including all amendments
thereto and written interpretations thereof; (ii) the most recent annual
actuarial valuations, if any, prepared for each Company Employee Plan;
(iii) the three (3) most recent annual reports (Series 5500 and all
schedules thereto), if any, required under ERISA or the Code in connection
with each Company Employee Plan or related trust; (iv) if the Employee Plan
is funded, the most recent annual and periodic accounting of Company
Employee Plan assets; (v) the most recent summary plan description together
with the most recent summary of material modifications, if any, required
under ERISA with respect to each Company Employee Plan; (vi) the most
recent IRS determination letters and rulings relating to Company Employee
Plans and copies of all applications and material correspondence to or from
the IRS or DOL with respect to any Company Employee Plan; and (vii) all
communications material to any Employee or Employees relating to any
Company Employee Plan and any proposed Company Employee Plans, in each
case, relating to any amendments, terminations, establishments, increases
or decreases in benefits, acceleration of payments or vesting schedules or
other events which would result in any material liability to the Company.

         (d) Employee Plan Compliance. (i) Each of the Company, WW and each
Subsidiary has performed all material obligations required to be performed
by it under each Company Employee Plan, is not in material default or
violation of, and the Stockholder has no Knowledge of any material default
or violation by any party to any Company Employee Plan, and each Company
Employee Plan has been established and maintained in all material respects
in accordance with its terms and in compliance with all applicable laws,
statutes, orders, rules and regulations, including but not limited to ERISA
or the Code; (ii) each Company Employee Plan intended to qualify under
Section 401(a) of the Code and each trust intended to qualify under Section
501(a) of the Code has either received a favorable determination, opinion,
notification or advisory letter from the IRS with respect to each such
Company Employee Plan as to its qualified status under the Code, including
all amendments to the Code effected by the Tax Reform Act of 1986 and
subsequent legislation, or has remaining a period of time under applicable
Treasury regulations or IRS pronouncements in which to apply for such a
letter and make any amendments necessary to obtain a favorable
determination as to the qualified status of each such Company Employee
Plan; (iii) no "prohibited transaction," within the meaning of Section 4975
of the Code or Section 406 and 407 of ERISA, and not otherwise exempt under
Section 408 of ERISA, has occurred with respect to any Company Employee
Plan; (iv) there are no actions, suits or claims pending, or, to the
Knowledge of the Stockholder, the Company, WW or any Affiliates, threatened
or anticipated (other than routine claims for benefits) against any Company
Employee Plan or against the assets of any Company Employee Plan; (v) each
Company Employee Plan can be amended, terminated or otherwise discontinued
after the Effective Time in accordance with its terms, without liability to
the Company, WW, Parent or any of its Affiliates (other than ordinary
administration expenses typically incurred in a termination event); (vi)
there are no audits, inquiries or proceedings pending or, to the Knowledge
of the Stockholder, the Company, WW or any Affiliates, threatened by the
IRS or DOL with respect to any Company Employee Plan; and (vii) none of the
Company, WW, the Stockholder nor any Affiliate is subject to any penalty or
tax with respect to any Company Employee Plan under Section 502(i) of ERISA
or Section 4975 through 4980 of the Code.

         (e) Pension Plans. Neither the Company, WW nor any Subsidiary has,
nor has the Stockholder on behalf of the Company, WW or any Subsidiary,
ever maintained, established, sponsored, participated in, or contributed
to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of
ERISA, Title IV of ERISA or Section 412 of the Code.

         (f) Multiemployer Plans. At no time has the Stockholder (on behalf
of the Company, WW or any Subsidiary), the Company, WW or any Subsidiary
contributed to or been requested to contribute to any Multiemployer Plan.

         (g) No Post-Employment Obligations. No Company Employee Plan
provides, or has any liability to provide, life insurance, medical or other
employee benefits to any Employee upon his or her retirement or termination
of employment for any reason, except as may be required by statute.

         (h) COBRA. The Company and each Affiliate has, prior to the
Effective Time, complied in all material respects with the health care
continuation requirements of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended.

         (i) Effect of Transaction.

         (i) Except as set forth on Schedule 2.20(i) of the Stockholder
Disclosure Letter, the execution of this Agreement and the consummation of
the transactions contemplated hereby will not (either alone or upon the
occurrence of any additional or subsequent events) constitute an event
under any Company Employee Plan, Employee Agreement, trust or loan that
will or may result in any payment (whether of severance pay or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase
in benefits or obligation to fund benefits with respect to any Employee.

         (ii) No payment or benefit which will or may be made by the
Company, WW or any Subsidiary with respect to any Employee will be
characterized as an "excess parachute payment", within the meaning of
Section 280G(b)(1) of the Code.

         (j) Employment Matters. Each of the Company, WW and each
Subsidiary: (i) is in material compliance with all applicable federal,
state and local laws, rules and regulations respecting employment,
employment practices, terms and conditions of employment and wages and
hours, in each case, with respect to Employees; (ii) has withheld and
reported all amounts required by law or by agreement to be withheld and
reported with respect to the wages, salaries and other payments to
Employees by virtue of their employment; (iii) is not liable for any
arrears of wages or any taxes or any penalty for failure to comply with any
of the foregoing; and (iv) is not liable for any payment to any trust or
other fund or to any governmental or administrative authority, with respect
to unemployment compensation benefits, social security or other benefits or
obligations for Employees (other than routine payments to be made in the
normal course of business and consistent with past practice). There are no
pending, or to the Knowledge of the Stockholder, threatened claims or
actions against the Company, WW or any Subsidiary under any worker's
compensation policy or long-term disability policy.

         (k) Labor. No work stoppage or labor strike against the Company or
any Subsidiary is pending or, to the Knowledge of the Stockholder or any
Affiliate, threatened. None of the Stockholder, the Company, WW nor any
Subsidiary is involved in or, to the Knowledge of the Stockholder,
threatened with, any labor dispute, grievance, or litigation relating to
labor, safety or discrimination matters involving any Employee, including
charges of unfair labor practices or discrimination complaints, which, if
adversely determined, would, individually or in the aggregate, result in
liability to the Company or WW. None of the Stockholder, Company, WW nor
any Subsidiary has engaged in any unfair labor practices within the meaning
of the National Labor Relations Act which would, individually or in the
aggregate, directly or indirectly result in a liability to the Company, WW
or any Subsidiary. Neither the Stockholder, the Company nor WW is
presently, nor has it been in the past, a party to, or bound by, any
collective bargaining agreement or union contract with respect to Employees
and no collective bargaining agreement is being negotiated by the
Stockholder (with respect to the Company, WW or any Subsidiary), the
Company, WW or any Subsidiary.

         (l) No Interference or Conflict. No director, stockholder,
manager, officer, employee or consultant of the Company, WW or any of their
respective Subsidiaries is obligated under any Contract or subject to any
judgment, decree or order of any court or administrative agency, that would
interfere with such person's efforts to promote the interests of the
Company, WW or any of the Subsidiaries. To the Knowledge of the
Stockholder, neither the execution nor delivery of this Agreement, nor the
carrying on of the Business, as presently conducted, nor any activity of
such officers, directors, employees or consultants in connection with the
carrying on of the Business as presently conducted, will conflict with or
result in a breach of the terms, conditions or provisions of, or constitute
a default under, any Contract under which any of such officers, directors,
employees or consultants is now obligated.

         2.21 Compliance with Laws. Each of Company, WW and each
Subsidiary has complied in all material respects with, is not in violation
of, and has not received any written notices of violation with respect to,
any foreign, federal, state or local statute, law or regulation.

         2.22 Investment Representations

         (a) Stockholder is aware of Parent's business affairs and
financial condition and has acquired sufficient information about Parent to
reach an informed and knowledgeable decision to acquire the shares of
Parent Common Stock constituting the Merger Consideration. Stockholder is
receiving the shares of Parent Common Stock constituting the Merger
Consideration for investment for its own account only and not with a view
to, or for resale in connection with, any "distribution" thereof within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").

         (b) Stockholder understands that the shares of Parent Common Stock
constituting the Merger Consideration have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of its investment
intent and other representations as expressed herein.

         (c) Stockholder further acknowledges and understands that the
shares of Parent Common Stock constituting the Merger Consideration must be
held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available.
Stockholder understands that the certificate evidencing the shares of
Parent Common Stock constituting the Merger Consideration will be imprinted
with a legend which prohibits the transfer of the securities unless they
are registered or Parent receives an opinion of counsel, reasonably
acceptable to it, to the effect that such registration is not required.

         (d) Stockholder, by reason of Stockholder's business or financial
experience has the capacity to protect its own interests in connection with
the receipt of the shares of Parent Common Stock constituting the Merger
Consideration.

         (e) Stockholder is aware of the adoption of Rule 144 by the
Securities and Exchange Commission (the "SEC"), promulgated under the
Securities Act, which permits limited public resale of securities acquired
in a non-public offering subject to the satisfaction of certain conditions
set forth therein, including, among other things, a one-year holding
period, the availability of certain public information about the issuer,
the requirement that the sale be effected through a "broker's transaction"
or in transactions directly with a "market maker" (as defined in Rule 144)
and the number of shares being sold in any three-month period not exceeding
specific limitations.

         (f) Stockholder further acknowledges that in the event all of the
requirements of Rule 144 are not met, some other registration exemption
will be required; and that although Rule 144 is not exclusive, the staff of
the SEC has expressed its opinion that persons proposing to sell private
placement securities other than in a registered offering and other than
pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such
offers or sales and that such persons and the brokers who participate in
the transactions do so at their own risk.

         (g) Stockholder is an "accredited investor" as defined in Rule 501
of the Rules and Regulations promulgated under the Securities Act.

         2.23 Bank Accounts. Schedule 2.23 of the Stockholder Disclosure
Letter contains a true and complete listing of all bank accounts or other
depositary accounts maintained by the Company or WW and the authorized
signatories thereto.

         2.24 No Other Agreements. Except as contemplated hereby, each of
the Company and WW has no legal obligation, absolute or contingent, to any
other person or entity to sell any material portion of the assets of the
Company or WW, as applicable, to sell Company Capital Stock or WW Capital
Stock, as applicable, to effect any merger, consolidation or reorganization
of the Company or WW, or to enter into any agreement with respect thereto.

         2.25 Liberty Digital Stock. As of the date hereof, the Company
owns an aggregate of 697,041 shares of common stock of Liberty Digital,
Inc. ("Liberty Digital Stock"), and since August 14, 2000, the Company has
disposed of only 116,174 shares of Liberty Digital Stock for aggregate
proceeds of $2,700,000 (the "Liberty Digital Proceeds").

         2.26 Representations Complete. None of the representations or
warranties made by the Stockholder (as modified by the Stockholder
Disclosure Letter) contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements
contained herein, in the light of the circumstances under which made, not
misleading.


                                ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF PARENT, METAL
                        MERGER SUB AND WW MERGER SUB

         As of the date hereof, Parent, Metal Merger Sub and WW Merger Sub
represent and warrant to the Stockholder, subject to such exceptions as are
specifically disclosed in the disclosure letter supplied by the Parent to
the Stockholder (the "Parent Disclosure Letter") and dated as of the date
hereof, as follows:

         3.1 Organization, Standing and Power. Parent is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Each of Metal Merger Sub and WW Merger Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and the State of New York, respectively. Each
of Parent, Metal Merger Sub and WW Merger Sub has the corporate power to
own its respective properties and to carry on its respective business as
now being conducted. Each of Parent, Metal Merger Sub and WW Merger Sub is
duly qualified to do business and is in good standing in each jurisdiction
in which the failure to be so qualified (either individually or
collectively) would have a Material Adverse Effect on Parent. Each of the
subsidiaries required to be listed in the periodic reports of Parent
pursuant Item 601(b) of Regulation S-K of the Rules and Regulations
promulgated under the Securities Act (the "Parent Subsidiaries") is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation and has the corporate or other applicable
power to owns its property and carry on its business as now being
conducted. Each of the Parent Subsidiaries is duly qualified to do business
and is in good standing in each jurisdiction outside of the jurisdiction of
formation in which the failure to be so qualified (either individually or
collectively) would have a Material Adverse Effect on Parent.

         3.2 Authority. Parent, Metal Merger Sub and WW Merger Sub have all
requisite corporate power and authority to enter into this Agreement and
the Ancillary Agreements to which it is a party and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the Ancillary Agreements and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of each of Parent, Metal Merger
Sub and WW Merger Sub, subject only to the approval of the stockholders of
Parent of the issuance of the Parent Common Stock in connection with the
Mergers pursuant to the rules of the Nasdaq Stock Market. The respective
Boards of Directors of Parent, Metal Merger Sub and WW Merger Sub have
approved the Mergers, this Agreement and the Ancillary Agreements to which
Parent, Metal Merger Sub or WW Merger Sub, as applicable, is a party. This
Agreement and the Ancillary Agreements to which it is a party have been
duly executed and delivered by each of Parent, Metal Merger Sub and WW
Merger Sub and, assuming the due execution and deliver by the Company, WW,
CMS and the Stockholder, constitute the valid and binding obligations of
Parent, Metal Merger Sub and WW Merger Sub, enforceable in accordance with
their respective terms. The execution and delivery of this Agreement and
the Ancillary Agreements to which it is a party by Parent, Metal Merger Sub
and WW Merger Sub does not, and as of the Effective Time, will not result
in any Conflict with (i) any provision of the Certificate of Incorporation
or Bylaws of Parent, Metal Merger Sub or WW Merger Sub; or (ii) any
material mortgage, indenture, lease, contract or other agreement or
instrument, permit, concession, franchise, license, judgment, order,
decree, statute law, ordinance, rule or regulation applicable to Parent,
Metal Merger Sub or WW Merger Sub, as applicable, or their respective
properties or assets. No consent, waiver, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity or
any third party (so as not to trigger any Conflict) is required by or with
respect to the Parent, Metal Merger Sub or WW Merger Sub in connection with
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby, except for (i) the filing of the
Certificates of Merger with the Secretaries of State for the State of
Delaware and the State of New York, respectively, (ii) such consents,
waivers, approvals, orders, authorizations, registrations, declarations and
filings as may be required under applicable federal and state securities
laws; (iii) such consents, waivers, approvals, orders, authorizations,
registrations, declarations and filings as may be required under the HSR
Act; (iv) approval of the stockholders of Parent of the issuance of the
shares of Parent Common Stock in connection with the Mergers pursuant to
the rules of the Nasdaq Stock Market; and (v) such other consents, waivers,
authorizations, filings, approvals and registrations as would not have a
Material Adverse Effect on Parent. Parent has approved the Mergers in its
capacity as stockholder of Metal Merger Sub and WW Merger Sub.

         3.3 Capital Structure

        The authorized stock of Parent consists of 500,000,000 shares of
Common Stock, $0.001 par value per share, of which 83,245,513 shares were
issued and outstanding as of October 23, 2000, and 5,000,000 shares of
Preferred Stock, $0.001 par value per share, one share of which was issu