<SUBMISSION>
<ACCESSION-NUMBER>0000950136-02-002441
<TYPE>SC TO-T
<PUBLIC-DOCUMENT-COUNT>13
<FILING-DATE>20020819
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ATPOS COM INC
<CIK>0000893855
<ASSIGNED-SIC>3578
<IRS-NUMBER>330253408
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
<ACT>34
<FILE-NUMBER>005-44868
<FILM-NUMBER>02743044
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3051 NORTH FIRST ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084685400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 OAKMEAD PARKWAY
<STREET2>STE 620
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PENULTIMATE INC
<DATE-CHANGED>19930824
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MOBINETIX SYSTEMS INC
<DATE-CHANGED>19960928
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SYMBOL TECHNOLOGIES INC
<CIK>0000278352
<ASSIGNED-SIC>3577
<IRS-NUMBER>112308681
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE SYMBOL PLAZA
<CITY>HOLTSVILLE
<STATE>NY
<ZIP>11742-1300
<PHONE>5165632400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE SYMBOL PLAZA
<CITY>HOLTSVILLE
<STATE>NY
<ZIP>11742-1300
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>SCHEDULE TO
<TEXT>
<PAGE>


================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ----------------------------
                                  SCHEDULE TO

           TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                    of the Securities Exchange Act of 1934
                         ----------------------------
                                @POS.COM, INC.
                       (Name of Subject Company (Issuer))


                           SYMBOL TECHNOLOGIES, INC.

                           SYMBOL ACQUISITION CORP.
                      (Names of Filing Persons (Offerors))


                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (Title of Class of Securities)


                                  04963A 10 4
                     (CUSIP Number of Class of Securities)


                                LEONARD GOLDNER
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           SYMBOL TECHNOLOGIES, INC.
                               ONE SYMBOL PLAZA
                          HOLTSVILLE, NEW YORK 11742
                                (631) 738-2400
           (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)


                                   Copy to:

                             EDWARD J. CHUNG, ESQ.
                          SIMPSON THACHER & BARTLETT
                             425 LEXINGTON AVENUE
                         NEW YORK, NEW YORK 10017-3954
                                (212) 455-2000

                           Calculation of Filing Fee

<TABLE>
<S>                                          <C>
      Transaction Valuation*                   Amount of Filing Fee
     --------------------------              -----------------------
          $   5,446,536                          $     1,089.31
</TABLE>

---------
*     Based on the offer to purchase all of the outstanding shares of Common
      Stock of the Subject Company at $0.46 cash per share and 10,416,141
      shares of Common Stock outstanding and $344,392.00 payable on the
      conversion of all outstanding shares of Series B Convertible Preferred
      Stock into Common Stock and the subsequent tender of such Common stock in
      this offer to purchase and $310,719 payable on the cancellation of all
      stock options.


 [ ]Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the filing with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.


<TABLE>
<S>                                            <C>
        Amount Previously Paid:____________    Filing Party:____________________

        Form or Registration No.:__________    Date Filed:______________________

</TABLE>

 [ ]Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

   [X]   third-party tender offer subject to Rule 14d-1.

   [ ]   issuer tender offer subject to Rule 13e-4.

   [ ]   going-private transaction subject to Rule 13e-3.

   [ ]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
 of the tender offer:  [ ]
================================================================================

<PAGE>

     This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by Symbol Acquisition Corp. (the "Purchaser"), a Delaware corporation and
a wholly owned subsidiary of Symbol Technologies, Inc. ("Parent"), a Delaware
corporation, to purchase all of the issued and outstanding shares of common
stock, par value $.001 per share (the "Shares"), of @pos.com, Inc. (the
"Company"), a Delaware corporation, at a price of $0.46 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 19, 2002 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and
in the related Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(2) (which, as they may be amended and supplemented from time to
time, together constitute the "Offer").

     The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.


ITEM 10. FINANCIAL STATEMENTS.

   (a)        Financial information. Not applicable.

   (b)        Pro forma information. Not applicable.


ITEM 11. ADDITIONAL INFORMATION.

   (b)        Other material information. The information set forth in the
              Letter of Transmittal attached hereto as Exhibit (a) (2) is
              incorporated herein by reference.


ITEM 12. EXHIBITS.



<TABLE>
<CAPTION>
EXHIBIT NO.                                               DESCRIPTION
------------------ ----------------------------------------------------------------------------------------
<S>                <C>
 Exhibit (a) (1)   Offer to Purchase, dated August 19, 2002.*
 Exhibit (a) (2)   Form of Letter of Transmittal.*
 Exhibit (a) (3)   Form of Notice of Guaranteed Delivery.*
 Exhibit (a) (4)   Guidelines for Substitute Form W-9.*
 Exhibit (a) (5)   Form of letter to brokers, dealers, commercial banks, trust companies and other
                   nominees.
 Exhibit (a) (6)   Form of letter to be used by brokers, dealers, commercial banks, trust companies and
                   other nominees to their clients.
 Exhibit (a) (7)   Press Release issued by @pos.com, Inc., dated August 14, 2002. This Press Release was
                   filed under cover of Schedule TO with the Securities and Exchange Commission on
                   August 13, 2002 and is incorporated herein by reference.
 Exhibit (a) (8)   Summary newspaper advertisement, dated August 19, 2002, published in THE NEW
                   YORK TIMES.
 Exhibit (b)       None.
 Exhibit (d) (1)   Agreement and Plan of Merger, dated as of August 12, 2002, by and among Symbol
                   Technologies, Inc., Symbol Acquisition Corp. and @pos.com, Inc.
 Exhibit (d) (2)   Confidentiality Agreement, dated as of June 20, 2002, by and between Symbol
                   Technologies, Inc. and @pos.com, Inc.
 Exhibit (d) (3)   Tender and Voting Agreement, dated as of August 12, 2002, by and among Symbol
                   Technologies, Inc., Symbol Acquisition Corp. and certain stockholders of @pos.com, Inc.
 Exhibit (d) (4)   Convertible Promissory Note, dated July 26, 2002, made by @pos.com, Inc. and
                   Crossvue, Inc. in favor of Symbol Technologies, Inc.
</TABLE>

                                       1
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.                                           DESCRIPTION
------------------ ---------------------------------------------------------------------------------
<S>                <C>
 Exhibit (d)(5)    Amended and Restated Convertible Promissory Note, dated August 12, 2002, made by
                   @pos.com, Inc. and Crossvue, Inc. in favor of Symbol Technologies, Inc.
 Exhibit (g)       None.
 Exhibit (h)       None.
</TABLE>

----------
*     Included in mailing to stockholders.


ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     Not applicable.

                                       2
<PAGE>

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.




Dated: August 19, 2002     SYMBOL TECHNOLOGIES, INC.


                                    By: /s/ Leonard Goldner
                                        --------------------------------------
                                    Name:   Leonard Goldner
                                    Title:  Executive Vice President, General
                                            Counsel and Secretary




Dated: August 19, 2002     SYMBOL ACQUISITION CORP.


                                    By: /s/ Leonard Goldner
                                        --------------------------------------
                                    Name: Leonard Goldner
                                    Title:  Vice President, Secretary and
                                    Assistant Treasurer














                                       3
<PAGE>

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.                                               DESCRIPTION
------------------ ----------------------------------------------------------------------------------------
<S>                <C>
 Exhibit (a) (1)   Offer to Purchase, dated August 19, 2002.*

 Exhibit (a) (2)   Form of Letter of Transmittal.*

 Exhibit (a) (3)   Form of Notice of Guaranteed Delivery.*

 Exhibit (a) (4)   Guidelines for Substitute Form W-9.*

 Exhibit (a) (5)   Form of letter to brokers, dealers, commercial banks, trust companies and other
                   nominees.

 Exhibit (a) (6)   Form of letter to be used by brokers, dealers, commercial banks, trust companies and
                   other nominees to their clients.

 Exhibit (a) (7)   Press Release issued by @pos.com, Inc., dated August 14, 2002. This Press Release was
                   filed under cover of Schedule TO with the Securities and Exchange Commission on
                   August 13, 2002 and is incorporated herein by reference.

 Exhibit (a) (8)   Summary newspaper advertisement, dated August 19, 2002, published in THE NEW
                   YORK TIMES.

 Exhibit (b)       None.

 Exhibit (d) (1)   Agreement and Plan of Merger, dated as of August 12, 2002, by and among Symbol
                   Technologies, Inc., Symbol Acquisition Corp. and @pos.com, Inc.

 Exhibit (d) (2)   Confidentiality Agreement, dated as of June 20, 2002, by and between Symbol
                   Technologies, Inc. and @pos.com, Inc.

 Exhibit (d) (3)   Tender and Voting Agreement, dated as of August 12, 2002, by and among Symbol
                   Technologies, Inc., Symbol Acquisition Corp. and certain stockholders of @pos.com, Inc.

 Exhibit (d) (4)   Convertible Promissory Note, dated July 26, 2002, made by @pos.com, Inc. and
                   Crossvue, Inc. in favor of Symbol Technologies, Inc.

 Exhibit (d) (5)   Amended and Restated Convertible Promissory Note, dated August 12, 2002, made by
                   @pos.com, Inc. and Crossvue, Inc. in favor of Symbol Technologies, Inc.

 Exhibit (g)       None.

 Exhibit (h)       None.
</TABLE>

----------
*     Included in mailing to stockholders.


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>OFFER TO PURCHASE DATED AUGUST 19, 2002
<TEXT>
<PAGE>


                          OFFER TO PURCHASE FOR CASH
                 ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
                                      OF


                                @POS.COM, INC.
                                      AT
                              $0.46 NET PER SHARE
                                      BY


                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF


                           SYMBOL TECHNOLOGIES, INC.

+------------------------------------------------------------------------------+
|        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,        |
|              NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 16, 2002,              |
|                         UNLESS THE OFFER IS EXTENDED.                        |
+------------------------------------------------------------------------------+

     THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF
COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE "SHARES"), OF @POS.COM, INC. (THE
"COMPANY") WHICH REPRESENT AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF
COMMON STOCK ON A FULLY DILUTED BASIS. THE OFFER IS ALSO CONDITIONED UPON THE
SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS DESCRIBED IN SECTION
14--"CONDITIONS OF THE OFFER".

                        ------------------------------

     THE OFFER IS AN INTEGRAL PART OF THE TRANSACTIONS CONTEMPLATED BY, AND IS
BEING MADE PURSUANT TO, THE AGREEMENT AND PLAN OF MERGER (THE "MERGER
AGREEMENT"), DATED AS OF AUGUST 12, 2002, BY AND AMONG SYMBOL TECHNOLOGIES,
INC. ("PARENT"), SYMBOL ACQUISITION CORP. (THE "PURCHASER") AND THE COMPANY.
SEE SECTION 11--"PURPOSE OF THE OFFER; PLANS FOR THE COMPANY;
CERTAIN AGREEMENTS".

     THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (I) DETERMINED THAT
EACH OF THE OFFER AND THE MERGER OF THE PURCHASER WITH AND INTO THE COMPANY
(THE "MERGER") ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS (THE
"HOLDERS") OF THE SHARES, (II) APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
(III) DECLARED THE ADVISABILITY OF THE MERGER AGREEMENT AND RECOMMENDED THAT
THE HOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND (IF
REQUIRED BY APPLICABLE LAW) ADOPT THE MERGER AGREEMENT.

                        ------------------------------


August 19, 2002

<PAGE>

                                   IMPORTANT

     Any Holder desiring to tender all or any portion of the Shares owned by
such Holder should (i) complete and sign the Letter of Transmittal or a copy
thereof in accordance with the instructions in the Letter of Transmittal and
mail or deliver it together with the certificate(s) evidencing tendered Shares,
and any other required documents, to U.S. Stock Transfer Corporation (the
"Depositary"), (ii) tender such Shares pursuant to the procedures for
book-entry transfer set forth in Section 3--"Procedures for Tendering Shares"
or (iii) request such Holder's broker, dealer, commercial bank, trust company
or other nominee to effect the transaction for such Holder. Any Holder whose
Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such broker, dealer, commercial bank,
trust company or other nominee if such Holder desires to tender such Shares.

     Any Holder who desires to tender Shares and whose certificate(s)
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in this Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3--"Procedures for Tendering Shares".

     This Offer to Purchase may not be used for, or in connection with, any
offer to, or solicitation by, anyone in any jurisdiction or under any
circumstances in which such offer or solicitation is not authorized or is
unlawful.

     Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal or other related tender offer materials may be obtained at no cost
from the Information Agent or from brokers, dealers, commercial banks or trust
companies.













                                       2
<PAGE>

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                                PAGE
<S>         <C>                                                                                <C>
 SUMMARY TERM SHEET .......................................................................      4
 INTRODUCTION .............................................................................      8
 THE TENDER OFFER .........................................................................     10
Section 1.  Terms of the Offer ..............................................................   10
Section 2.  Acceptance for Payment and Payment for Shares ...................................   11
Section 3.  Procedures for Tendering Shares .................................................   12
Section 4.  Withdrawal Rights ...............................................................   15
Section 5.  Certain United States Federal Income Tax Consequences ...........................   16
Section 6.  Price Range of Shares; Dividends ................................................   16
Section 7.  Certain Information Concerning the Company ......................................   17
Section 8.  Certain Information Concerning the Purchaser And Parent .........................   21
Section 9.  Source and Amount of Funds ......................................................   22
Section 10. Background of the Offer .........................................................   22
Section 11. Purpose of the Offer; Plans for the Company; Certain Agreements .................   24
Section 12. Dividends and Distributions .....................................................   33
Section 13. Effects of the Offer on the Market for the Shares; Exchange Act Registration ....   34
Section 14. Conditions of the Offer .........................................................   34
Section 15. Certain Legal Matters ...........................................................   35
Section 16. Fees and Expenses ...............................................................   38
Section 17. Miscellaneous ...................................................................   38

 SCHEDULE I Information Concerning the Directors and Executive Officers of Symbol
             Technologies, Inc. and Symbol Acquisition Corp. ................................  I-1
</TABLE>















                                       3
<PAGE>

                               SUMMARY TERM SHEET

     Symbol Acquisition Corp. is offering to buy all of the outstanding shares
of common stock of @pos.com, Inc. The tender price is $0.46 per share, in cash.
Set out below are some of the questions you, as a stockholder of @pos.com,
Inc., may have and answers to those questions.

     The information in this summary term sheet is not complete. The Offer to
Purchase and the Letter of Transmittal contain additional important
information. We urge you to carefully read all of the material about our offer
that is sent to you before you decide whether to accept our offer.

     o  WHO IS OFFERING TO BUY MY SECURITIES?

     Our name is Symbol Acquisition Corp. We are a Delaware corporation formed
for the purpose of making this offer. We are a wholly-owned subsidiary of
Symbol Technologies, Inc., a Delaware corporation. See the "Introduction" and
Section 8--"Certain Information Concerning the Purchaser and Parent" of this
Offer to Purchase.

     o  WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

     We are offering to buy all of the outstanding shares of common stock of
@pos.com, Inc. See the "Introduction" to this Offer to Purchase.

     o  HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

     We are offering to pay $0.46 per share, net to you, in cash.

     o  WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

     If you are the record owner of your shares and you tender your shares to
us in the offer, you will not have to pay brokerage fees or similar expenses.
If you own your shares through a broker or other nominee, and your broker
tenders your shares on your behalf, your broker or nominee may charge you a fee
for doing so. You should consult your broker or nominee to determine whether
any charges will apply. See the "Introduction" to this Offer to Purchase.

     o  DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

     Symbol Technologies, Inc., our parent company, will provide us with
sufficient funds to acquire all of the outstanding shares of @pos.com, Inc.
Symbol Technologies, Inc. currently intends to provide the necessary funds from
its general corporate funds. Our offer is not conditioned upon any financing
arrangements. See Section 9--"Source and Amount of Funds" of this Offer to
Purchase.

     o  IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION ON WHETHER TO TENDER
        IN THE OFFER?

     We do not think our financial condition is relevant to your decision
whether to tender shares and accept the offer because:

        o   the offer is being made for all outstanding shares;

        o   the offer is solely for cash;

        o   the offer is not subject to any financing condition; and

        o   if we are successful with our offer, we will acquire all remaining
            shares for the same cash price in the merger of Symbol Acquisition
            Corp. with and into @pos.com, Inc.

     o  HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

     The offer will expire at 12:00 midnight, New York City time, on September
16, 2002, unless we extend the offer. Please note that, if you cannot deliver
everything that is required in order to accept the offer by that time, you may
be able to use a guaranteed delivery procedure. The guaranteed delivery
procedure is described later in this Offer to Purchase. See Section 1--"Terms
of the Offer" and Section 3--"Procedures for Tendering Shares" of this Offer to
Purchase.


                                       4
<PAGE>

     o  CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?

      Yes. We have agreed with @pos.com, Inc. that we may extend the offer if:

        o   immediately prior to the expiration of the offer, less than 90% of
            the shares have been tendered; and

        o   such extension is for no more than 10 business days.

     In addition, we have agreed with @pos.com, Inc. that we may extend the
offer if any condition to the offer has not been waived or satisfied by the
time the offer is scheduled to expire, and we must extend the offer if we are
required by law to do so.

     See Section 1--"Terms of the Offer" of this Offer to Purchase.

     o  HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

     If we extend the offer, we will inform U.S. Stock Transfer Corporation,
the depositary for the offer, of that fact. We will also make a public
announcement of the extension, not later than 9:00 a.m., New York City time, on
the next business day after the day on which the offer was scheduled to expire.
See Section 1--"Terms of the Offer" of this Offer to Purchase.

     o  WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

     We are not obligated to buy any Shares unless at least a majority of the
outstanding shares of @pos.com, Inc. (assuming the exercise of all outstanding
stock options, warrants and other convertible securities) are validly tendered
and not withdrawn prior to the expiration of the offer.

     The offer is also subject to a number of other conditions. See the
"Introduction" and Section 14--"Conditions of the Offer" of this Offer to
Purchase. The offer is not conditioned on our receiving financing.

     o  HOW DO I TENDER MY SHARES?

      If you wish to accept our offer, this is what you must do: --

        o   If you are a record holder and have your stock certificate, you must
            complete and sign the enclosed Letter of Transmittal and send it
            with your stock certificate to the depositary for the offer or
            follow the procedures described in the offer for book-entry
            transfer. These materials must reach the depositary before the offer
            expires. Detailed instructions are contained in the Letter of
            Transmittal and Section 3--"Procedures for Tendering Shares" of this
            document.

        o   If you are a record holder but your stock certificate is not
            immediately available or you cannot deliver it to the depositary
            before the offer expires, or you cannot complete the procedures for
            delivery by book-entry transfer on a timely basis, you may be able
            to tender your shares using the enclosed Notice of Guaranteed
            Delivery. Please call our information agent, Georgeson Shareholder
            Communications, Inc. at (800) 249-1014 (toll free) or (212) 440-9800
            (call collect). See Section 3--"Procedures for Tendering Shares" for
            further details.

        o   If you hold your shares through a broker or bank, you should contact
            your broker or bank and give instructions that your shares be
            tendered.

      See Section 3--"Procedures for Tendering Shares" of this Offer to
Purchase.

     o  UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

     You can withdraw shares at any time until the offer has expired. In
addition, if we have not agreed to accept your shares for payment by October
17, 2002, you can withdraw them at any time after that date until we accept
shares for payment. See Section 1--"Terms of the Offer" and Section
4--"Withdrawal Rights" of this Offer to Purchase.

     o  HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

     To withdraw shares, you must deliver a written notice of withdrawal, or a
copy of one, with the required information to U.S. Stock Transfer Corporation,
the depositary for the Offer, while you still have the right to



                                       5
<PAGE>

withdraw the shares. If you tendered your shares by giving instructions to a
broker or nominee, you must instruct your broker or nominee to arrange for the
withdrawal of your shares. See Section 4--"Withdrawal Rights" of this Offer to
Purchase.

     o  WHAT DOES THE @POS.COM, INC. BOARD OF DIRECTORS THINK OF THE OFFER?

     We are making the offer pursuant to an agreement and plan of merger among
us, Symbol Technologies, Inc. and @pos.com, Inc. The board of directors of
@pos.com, Inc. unanimously approved the Merger Agreement, our tender offer and
our proposed merger with and into @pos.com, Inc. Following the proposed merger,
@pos.com, Inc. will be the surviving corporation and a direct wholly owned
subsidiary of Symbol Technologies, Inc. The board of directors of @pos.com,
Inc. has determined that the terms of the offer and the merger are fair to, and
in the best interests of, the stockholders of @pos.com, Inc. and recommends
that you tender your shares in the Offer. See the "Introduction" to this Offer
to Purchase.

     o  IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL
        @POS.COM, INC. CONTINUE AS A PUBLIC COMPANY?

     No. If the merger takes place, @pos.com, Inc. will no longer be publicly
owned. Even if the merger does not take place, if we purchase all of the
tendered shares, there may be so few remaining stockholders and publicly held
shares that:

        o   there may not be a public trading market for @pos.com, Inc. shares;

        o   @pos.com, Inc. may cease making filings with the Securities and
            Exchange Commission or otherwise cease being required to comply with
            the SEC rules relating to publicly held companies; and

        o   @pos.com, Inc. shares may no longer be eligible for quotation on the
            OTC Bulletin Board.

     See Section 13--"Effect of the Offer on the Market for the Shares;
Exchange Act Registration" of this Offer to Purchase

     o  WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF @POS.COM, INC.'S
        SHARES ARE NOT TENDERED IN THE OFFER?

     If we accept for payment and pay for at least a majority of the
outstanding shares of @pos.com, Inc., we will be merged with and into @pos.com,
Inc. If that merger takes place, Symbol Technologies, Inc. will own all of the
shares of @pos.com, Inc. and all remaining stockholders of @pos.com, Inc.,
other than those who assert appraisal rights, will receive $0.46 per share in
cash. See the "Introduction" to this Offer to Purchase.

     o  IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

     If the merger takes place, stockholders who do not tender in the offer
will receive the same amount of cash per share that they would have received
had they tendered their shares in the offer (subject to their right to pursue
appraisal under applicable law). Therefore, if the merger takes place, the only
difference to you between tendering your shares and not tendering your shares
is that you will be paid earlier if you tender your shares (subject to your
right to pursue appraisal under applicable law). However, if the merger does not
take place, the number of stockholders and of shares of @pos.com, Inc. which
are still in the hands of the public may be so small that there no longer will
be an active public trading market (or, possibly, there may not be any public
trading market) for the shares. Also:

        o   @pos.com, Inc. may cease making filings with the SEC or otherwise
            being required to comply with the SEC rules relating to publicly
            held companies;

        o   the shares may no longer be eligible to be traded on the OTC
            Bulletin Board.

     See the "Introduction" and Section 13--"Effect of the Offer on the Market
for the Shares; Exchange Act Registration" of this Offer to Purchase.

     o  WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

     On August 13, 2002, the last trading day before we announced the tender
offer and the possible subsequent merger, the last sale price of @pos.com, Inc.
shares reported on the OTC Bulletin Board was $0.45 per share.


                                       6
<PAGE>

Between December 31, 2001 and August 13, 2002, the price of @pos.com, Inc.
shares ranged between $0.45 and $0.10 per share. On August 16, 2002, the last
full trading day prior to the date of this Offer to Purchase, the last reported
closing sales price of the Shares was $0.43 per share. We advise you to obtain
a recent quotation for shares of @pos.com, Inc. in deciding whether to tender
your shares. See Section 6--"Price Range of Shares; Dividends" of this Offer to
Purchase.

     o  WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

     You can call Georgeson Shareholder Communications, Inc. at (800) 249-1014
(toll free) or (212) 440-9800.

     Georgeson Shareholder Communications, Inc. is acting as the information
agent for our tender offer. See the back cover of this Offer to Purchase.
























                                       7
<PAGE>

To the Holders of Shares of Common Stock of @pos.com, Inc.:

                                  INTRODUCTION

     Symbol Acquisition Corp. (the "Purchaser"), a Delaware corporation, and a
wholly-owned subsidiary of Symbol Technologies, Inc. ("Parent"), a Delaware
corporation, hereby offers to purchase all of the issued and outstanding shares
of common stock, par value $0.001 per share (the "Shares"), of @pos.com, Inc.
(the "Company"), a Delaware corporation, at a price of $0.46 per Share, net to
the seller in cash, without interest thereon (the "Offer Price" or "Offer
Consideration"), upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which, as they may
be amended and supplemented from time to time, together constitute the "Offer").

     Tendering holders of Shares ("Holders") whose Shares are registered in
their own names and who tender directly to the U.S. Stock Transfer Corporation,
as depositary (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
The Purchaser will pay all charges and expenses of the Depositary and Georgeson
Shareholder Communications, Inc., as information agent (the "Information
Agent"), in each case incurred in connection with the Offer. See Section
16--"Fees and Expenses".

     THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES
WHICH REPRESENTS AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ON A FULLY
DILUTED BASIS (THE "MINIMUM CONDITION"). THE OFFER IS ALSO CONDITIONED UPON THE
SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS DESCRIBED IN SECTION
14--"CONDITIONS OF THE OFFER".

     THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (I) DETERMINED THAT
THE TERMS OF EACH OF THE OFFER AND THE MERGER (THE "MERGER") OF THE PURCHASER
WITH AND INTO THE COMPANY ARE FAIR TO, AND IN THE BEST INTERESTS OF, HOLDERS OF
SHARES, (II) APPROVED THE MERGER AGREEMENT (AS HEREINAFTER DEFINED) AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
(III) DECLARED THE ADVISABILITY OF THE MERGER AGREEMENT AND RECOMMENDED THAT
HOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND (IF
REQUIRED BY APPLICABLE LAW) ADOPT THE MERGER AGREEMENT.

     The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of August 12, 2002, by and among Parent, the
Purchaser and the Company. The Merger Agreement provides that, upon
consummation of the Offer and upon the terms and subject to the conditions of
the Merger Agreement and in accordance with the General Corporation Law of the
State of Delaware (the "DGCL"), the Purchaser will be merged with and into the
Company. Following the effective time of the Merger (the "Effective Time"), the
Company will continue as the surviving corporation and become a wholly-owned
subsidiary of Parent and the separate corporate existence of the Purchaser will
cease. At the Effective Time, except for (i) Shares which are held in the
treasury of the Company, or which are held, directly or indirectly, by Parent
or any direct or indirect subsidiary of Parent, including the Purchaser, all of
which shall cease to be outstanding and be canceled and none of which shall
receive any payment with respect thereto and (ii) Shares held by Holders
exercising their rights to dissent in accordance with the DGCL, each Share
issued and outstanding immediately prior to the Effective Time and all rights
in respect thereof shall, by virtue of the Merger and without any action on the
part of the Holder thereof, forthwith cease to exist and be converted into and
represent the right to receive an amount in cash, without interest thereon,
equal to $0.46. The Merger Agreement is more fully described in Section
11--"Purpose of the Offer; Plans for the Company; Certain Agreements". Under
the DGCL, if the Purchaser acquires, pursuant to the Offer or otherwise, at
least 90% of the issued and outstanding Shares, the Purchaser will be able to
approve and effect the Merger without a vote of the Company's stockholders
pursuant to Section 253 of the DGCL. If, however, the Purchaser does not
acquire at least 90% of the issued and outstanding Shares, pursuant to the
Offer or otherwise, a vote of the Company's stockholders to effect the Merger
is required under the DGCL and a longer period of time will be required to
effect the Merger. See Section 11--"Purpose of the Offer; Plans for the
Company; Certain Agreements".


                                       8
<PAGE>

     The Company has informed the Purchaser that, as of August 12, 2002, there
(i) were 10,416,141 Shares issued and outstanding and (ii) were options and
other rights to acquire Shares issued and outstanding, representing in the
aggregate the right to purchase 3,096,853 Shares. As a result, as of such date,
the Minimum Condition would be satisfied if at least 6,756,498 Shares are
validly tendered and not properly withdrawn prior to the Expiration Date (as
hereinafter defined). Pursuant to a Tender and Voting Agreement, dated as of
August 12, 2002 (the "Tender Agreement"), certain stockholders of the Company
have agreed to tender, in the aggregate, 4,677,975 Shares in the Offer. In
addition, on August 12, 2002, the Company and Crossvue, Inc. (a wholly owned
subsidiary of the Company) made to Parent an amended and restated convertible
promissory note (the "Amended Note") in an amount of $3,500,000, which is
convertible at any time into such number of Shares as is equal to the product
of (A) a fraction, the numerator of which is the then-outstanding balance of
the Amended Note (including accrued and unpaid interest) and the denominator of
which is $5,000,000, and (B) the number of Shares outstanding on a fully
diluted basis. The Company has been advised, and has informed Parent, that each
of its directors and executive officers, other than those party to the Tender
Agreement, intends to tender pursuant to the Offer all shares of common stock
owned of record and beneficially by him or her, except to the extent that such
tender would require disgorgement of profits from any such tender to the
Company under Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act").

     THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.


                                       9
<PAGE>

                                THE TENDER OFFER

SECTION 1. TERMS OF THE OFFER.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchaser will accept for payment and pay for all Shares
validly tendered prior to the Expiration Date (as hereinafter defined) and not
withdrawn in accordance with Section 4--"Withdrawal Rights". The term
"Expiration Date" means 12:00 midnight, New York City time, on Monday,
September 16, 2002, unless and until the Purchaser (subject to the terms of the
Merger Agreement) shall have extended the period of time during which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by the Purchaser, shall expire. As
of the date hereof, following the expiration of the Offer, the Purchaser does
not intend to make available a subsequent offering period for the Shares.

     The Offer is conditioned upon satisfaction of the Minimum Condition. The
Offer is also subject to certain other conditions set forth in Section
14--"Conditions of the Offer". If the Minimum Condition or any of the other
conditions referred to in Section 14--"Conditions of the Offer" are not
satisfied or any of the events specified in Section 14--"Conditions of the
Offer" have occurred or are determined by the Purchaser to have occurred prior
to the Expiration Date, the Purchaser, subject to the terms of the Merger
Agreement, expressly reserves the right to (i) decline to purchase any of the
Shares tendered in the Offer and terminate the Offer, and return all tendered
Shares to the tendering Holders, (ii) waive or amend any or all conditions to
the Offer (provided, however, that the Minimum Condition may not be waived
without the Company's prior written consent) and, to the extent permitted by
the Merger Agreement or applicable law and applicable rules and regulations of
the Securities and Exchange Commission (the "Commission"), purchase all Shares
validly tendered or (iii) subject to the limitations described below, extend
the Offer and, subject to the right of a tendering Holder to withdraw its
Shares until the Expiration Date, retain the Shares which have been tendered
during the period or periods for which the Offer is extended.

     Subject to the terms of the Merger Agreement, the applicable rules and
regulations of the Commission and applicable law, the Purchaser expressly
reserves the right, at any time and from time to time, to extend the period of
time during which the Offer is open by giving notice of such extension to the
Depositary and by making a public announcement thereof, not later than 9:00
a.m. New York City time, on the next business day after the day on which the
offer was scheduled to expire. Pursuant to the terms of the Merger Agreement,
if any condition to the Offer has not been satisfied or waived, the Purchaser
may extend the expiration date of the Offer from time to time for one or more
periods, but in no event later than the Termination Date (as hereinafter
defined). During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the rights of a
tendering Holder to withdraw its Shares. See Section 4--"Withdrawal Rights".

     Subject to the terms of the Merger Agreement, the applicable rules and
regulations of the Commission and applicable law, the Purchaser also expressly
reserves the right, in its sole discretion, at any time and from time to time
(i) to delay acceptance for payment of, or, regardless of whether such Shares
were theretofore accepted for payment, payment for, any Shares in order to
comply in whole or in part with any other applicable law, (ii) to terminate the
Offer on any scheduled expiration date and not accept for payment any Shares if
any of the conditions referred to in Section 14--"Conditions of the Offer" are
not satisfied or any of the events specified in Section 14--"Conditions of the
Offer" have occurred, and (iii) to waive any condition or otherwise amend the
Offer in any respect by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof.

     Subject to the terms of the Merger Agreement, the applicable rules and
regulations of the Commission and applicable law, the Purchaser reserves the
right to amend or modify the terms of the Offer including, without limitation,
except as provided below, the right to extend the Offer beyond any scheduled
expiration date, but in no event later than October 31, 2002 (the "Termination
Date"), provided that, without the prior written consent of the Company, the
Purchaser will not (i) change the Minimum Condition, (ii) decrease the Offer
Consideration, (iii) change the form of consideration payable in the Offer
(other than by adding consideration), (iv) reduce the maximum number of Shares
to be purchased pursuant to the Offer, (v) amend the terms or the conditions of
the Offer in a manner which is adverse to the Holders, or which imposes
conditions or terms to


                                       10
<PAGE>

the Offer in addition to those set forth in the Merger Agreement, or (vi)
extend the expiration date of the Offer beyond the twentieth business day after
commencement of the Offer, except (A) as required by applicable law, (B) that
in certain circumstances where, on any expiration date of the Offer, less than
90% of the Shares have been tendered, Purchaser may extend the Offer for one or
more periods not to exceed an aggregate of ten business days, notwithstanding
that all conditions to the Offer are satisfied as of such expiration date of
the Offer or (C) that if any condition to the Offer has not been satisfied or
waived, the Purchaser may extend the expiration date of the Offer from time to
time for one or more periods but in no event later than the Termination Date;
provided that the Offer may be extended in connection with an increase in the
consideration to be paid pursuant to the Offer so as to comply with applicable
rules and regulations of the Commission.

     The Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act,
requires the Purchaser to pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer and (ii) the
Purchaser may delay acceptance for payment of, or payment for (except as
provided in clause (i) of the second preceding paragraph), any Shares upon the
occurrence of any of the conditions specified in Section 14--"Conditions of the
Offer".

     During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
Holder to withdraw its Shares. Any such extension, delay, termination, waiver
or amendment will be followed, as promptly as practicable, by a public
announcement thereof, with such announcement in the case of an extension to be
made no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. Subject to applicable law
(including Rules 14d-4, 14d-6 and 14e-1 under the Exchange Act, which require
that material changes be promptly disseminated to Holders in a manner
reasonably designed to inform them of such changes) and without limiting the
manner in which the Purchaser may choose to make any public announcement, the
Purchaser will have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a press release
to the Dow Jones News Service or as otherwise may be required by applicable
law.

     If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will extend the Offer to the extent required by Rules
14d-4, 14d-6 and 14e-1 under the Exchange Act. The minimum period during which
an offer must remain open following material changes in the terms of the Offer
or information concerning the Offer, other than a change in price or a change
in the percentage of Shares sought, will depend upon the facts and
circumstances then existing, including the relative materiality of the changed
terms or information. With respect to a change in price or a change in the
percentage of Shares sought, a minimum period of ten business days is generally
required to allow for adequate dissemination to Holders and investor response.

     The Company has provided the Purchaser with the Company's stockholder
lists and security position listings in respect of the Shares for the purpose
of disseminating the Offer to Purchase, the Letter of Transmittal and other
relevant materials to Holders. This Offer to Purchase, the Letter of
Transmittal and other relevant materials will be mailed to holders of record of
Shares whose names appear on the Company's list of holders of Shares and will
be furnished, for subsequent transmittal to beneficial owners of Shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the Company's list of
stockholders of the Shares or, where applicable, who are listed as participants
in the security position listing of The Depository Trust Company ("DTC").

SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

     Upon the terms and subject to the conditions of the Offer, the Merger
Agreement and applicable law (including, if the Offer is extended or amended,
the terms and conditions of any such extension or amendment), the Purchaser
will purchase, by accepting for payment, and will pay for, all Shares validly
tendered prior to the Expiration Date (and not properly withdrawn in accordance
with Section 4--"Withdrawal Rights") as promptly as practicable after the later
to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the
conditions set forth in Section 14--"Conditions of the Offer". Subject to
applicable rules of the Commission and the terms of the Merger Agreement, the
Purchaser expressly reserves the right, in its sole discretion, to delay
acceptance for payment of, or payment for, Shares in order to comply, in whole
or in part, with any applicable law or satisfaction or waiver of the Minimum
Condition.


                                       11
<PAGE>

     In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i)(A) the certificates
evidencing such Shares (the "Certificates") or (B) timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Shares into the
Depositary's account at DTC (the "Book-Entry Transfer Facility"), in each case
pursuant to the procedures set forth in Section 3--"Procedures for Tendering
Shares", (ii) the Letter of Transmittal (or a copy thereof), properly completed
and duly executed with any required signature guarantees, or an Agent's Message
(as hereinafter defined) in connection with a book-entry transfer and (iii) any
other documents required to be included with the Letter of Transmittal under
the terms and subject to the conditions thereof and to this Offer to Purchase.

     The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary forming a part of a
Book-Entry Confirmation system, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from a participant in the
Book-Entry Transfer Facility tendering the Shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Purchaser may enforce such agreement against such participant.

     For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares. Upon the
terms and subject to the conditions of the Offer, payment for Shares accepted
pursuant to the Offer will be made by deposit of the purchase price therefor
with the Depositary, which will act as agent for tendering Holders for the
purpose of receiving payments from the Purchaser and transmitting payments to
such tendering Holders whose Shares have been accepted for payment. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE
PURCHASER, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT OR EXTENSION OF THE
EXPIRATION DATE. Upon the deposit of funds with the Depositary for the purpose
of making payments to tendering Holders, the Purchaser's obligation to make
such payment shall be satisfied, and tendering Holders must thereafter look
solely to the Depositary for payment of amounts owed to them by reason of the
acceptance for payment of Shares pursuant to the Offer.

     If any tendered Shares are not accepted for payment for any reason
pursuant to the terms and conditions of the Offer, or if Certificates are
submitted evidencing more Shares than are tendered, Certificates evidencing
Shares not purchased will be returned, without expense to the tendering Holder
(or, in the case of Shares tendered by book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 3--"Procedures for Tendering Shares", such
Shares will be credited to an account maintained at the Book-Entry Transfer
Facility), as promptly as practicable following the expiration or termination
of the Offer.

     If, prior to the Expiration Date, the Purchaser increases the
consideration to be paid per Share pursuant to the Offer, the Purchaser will
pay such increased consideration for all such Shares purchased pursuant to the
Offer, whether or not such Shares were tendered prior to such increase in
consideration.

     THE PURCHASER RESERVES THE RIGHT TO ASSIGN TO PARENT, OR TO ANY OTHER
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF PARENT, THE RIGHT TO PURCHASE ALL
OR ANY PORTION OF THE SHARES TENDERED PURSUANT TO THE OFFER, BUT ANY SUCH
ASSIGNMENT WILL NOT RELIEVE THE PURCHASER OF ITS OBLIGATIONS UNDER THE OFFER
AND THE MERGER AGREEMENT AND WILL IN NO WAY PREJUDICE THE RIGHTS OF TENDERING
HOLDERS TO RECEIVE PAYMENT FOR SHARES VALIDLY TENDERED AND ACCEPTED FOR PAYMENT
PURSUANT TO THE OFFER.

SECTION 3. PROCEDURES FOR TENDERING SHARES.

     VALID TENDER OF SHARES. In order for Shares to be validly tendered
pursuant to the Offer, a Holder must, prior to the Expiration Date, (i) deliver
to the Depositary at the address set forth on the back cover of this Offer to
Purchase (a) a properly completed and duly executed Letter of Transmittal (or a
copy thereof) with any required signature guarantees, (b) the Certificates for
Shares to be tendered and (c) any other documents required to be included with
the Letter of Transmittal under the terms and subject to the conditions thereof
and of this Offer to Purchase, (ii) cause such Holder's broker, dealer,
commercial bank, trust company or custodian to tender applicable Shares
pursuant to the procedures for book-entry transfer described below or (iii)
comply with the guaranteed delivery procedures described below.


                                       12
<PAGE>

     THE METHOD OF DELIVERY OF THE SHARES, CERTIFICATES, THE LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Shares by (i) causing such
securities to be transferred in accordance with the Book-Entry Transfer
Facility's procedures into the Depositary's account and (ii) causing the Letter
of Transmittal to be delivered to the Depositary by means of an Agent's
Message. Although delivery of Shares may be effected through book-entry
transfer, either the Letter of Transmittal (or a manually signed copy thereof),
properly completed and duly executed, together with any required signature
guarantees, or any Agent's Message in lieu of the Letter of Transmittal, and
any other required documents, must, in any case, be transmitted to and received
by the Depositary prior to the Expiration Date at one of its addresses set
forth on the back cover of this Offer to Purchase, or the tendering Holder must
comply with the guaranteed delivery procedures described below. DELIVERY OF THE
LETTER OF TRANSMITTAL AND OTHER REQUIRED DOCUMENTS OR INSTRUCTIONS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

     SIGNATURE GUARANTEE. All signatures on a Letter of Transmittal must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each, an
"Eligible Institution"), unless the Shares tendered thereby are tendered (i) by
the registered holder(s) (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) of Shares who has not
completed the box entitled "Special Delivery Instructions" or the box entitled
"Special Payment Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. See Instruction 1 to the Letter of
Transmittal.

     If a Certificate is registered in the name of a person other than the
signatory of the Letter of Transmittal, or if payment is to be made, or a
Certificate not accepted for payment or not tendered is to be returned, to a
person other than the registered holder(s), then the Certificate must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
Certificate, with the signature(s) on such Certificate or stock powers
guaranteed as described above. See Instructions 1, 5 and 7 to the Letter of
Transmittal.

     GUARANTEED DELIVERY. If a Holder desires to tender Shares pursuant to the
Offer and such Holder's Certificates are not immediately available or time will
not permit all required documents to reach the Depositary prior to the
Expiration Date or the procedure for book-entry transfer cannot be completed on
a timely basis, such Shares may nevertheless be tendered if all the following
conditions are satisfied:

     (i)   such tender is made by or through an Eligible Institution;

     (ii)  a properly completed and duly executed Notice of Guaranteed Delivery,
           substantially in the form provided by the Purchaser, is received by
           the Depositary as provided below prior to the Expiration Date; and

     (iii) the Certificates for all tendered Shares in proper form for transfer,
           together with a properly completed and duly executed Letter of
           Transmittal (or a copy thereof) with any required signature guarantee
           (or, in the case of a book-entry transfer, a Book-Entry Confirmation
           along with an Agent's Message) and any other documents required by
           such Letter of Transmittal, are received by the Depositary within
           three trading days after the date of execution of the Notice of
           Guaranteed Delivery. A trading day is when the OTC Bulletin Board is
           open for business.


                                       13
<PAGE>

     Any Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by facsimile transmission or by mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in the Notice of Guaranteed Delivery. In the case of Shares held
through the Book-Entry Transfer Facility, the Notice of Guaranteed Delivery
must be delivered to the Depositary by a participant by means of the
confirmation system of the Book-Entry Transfer Facility.

     OTHER REQUIREMENTS. Notwithstanding any other provision hereof, payment
for Shares accepted for payment pursuant to the Offer will, in all cases, be
made only after timely receipt by the Depositary of:

     (i)   Certificates evidencing such Shares or a Book-Entry Confirmation of
           the delivery of such Shares;

     (ii)  a properly completed and duly executed Letter of Transmittal or a
           copy thereof with any required signature guarantees (or, in the case
           of a book-entry transfer, an Agent's Message); and

     (iii) any other documents required by the Letter of Transmittal.
           Accordingly, tendering Holders may be paid at different times
           depending upon when Certificates for Shares or Book-Entry
           Confirmations with respect to Shares are actually received by the
           Depositary.

     UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.

     DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including, but not limited to, time of receipt) and acceptance for
payment of any tendered Shares pursuant to any of the procedures described
above will be determined by the Purchaser, in its sole discretion, whose
determination will be final and binding on all parties. The Purchaser reserves
the absolute right to reject any or all tenders of any Shares determined by it
not to be in proper form or if the acceptance for payment of, or payment for,
such Shares may, in the opinion of the Purchaser's counsel, be unlawful. The
Purchaser also reserves the right, in its sole discretion, subject to the terms
of the Merger Agreement and the rules and regulations of the Commission, to
waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to Shares of any particular Holder, whether or not similar
defects or irregularities are waived in the case of other Holders. No tender of
Shares will be deemed to have been validly made until all defects and
irregularities have been cured or waived.

     Subject to the terms of the Merger Agreement, the Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter
of Transmittal and the instructions thereto) will be final and binding.

     APPOINTMENT AS PROXY. By executing a Letter of Transmittal (or delivering
an Agent's Message) as set forth above, a tendering Holder irrevocably appoints
each designee of the Purchaser as attorney-in-fact and proxy of such Holder,
with full power of substitution, to vote the Shares as described below in such
manner as each such attorney-in-fact and proxy (or any substitute thereof)
shall deem proper in its sole discretion, and to otherwise act (including
pursuant to written consent) to the full extent of such Holder's rights with
respect to the Shares (and any and all dividends, distributions, rights, or
other securities issued or issuable in respect of such Shares on or after
August 19, 2002 (collectively, the "Distributions")) tendered by such Holder
and accepted for payment by the Purchaser prior to the time of such vote or
action. All such proxies shall be considered coupled with an interest in the
tendered Shares and shall be irrevocable and are granted in consideration of,
and are effective upon, the acceptance for payment of such Shares and all
Distributions in accordance with the terms of the Offer. Such acceptance for
payment by the Purchaser shall revoke, without further action, any other proxy
or power of attorney granted by such Holder at any time with respect to such
Shares and all Distributions and no subsequent proxies or powers of attorney
will be given (or, if given, will not be deemed effective) with respect thereto
by such Holder. The designees of the Purchaser will, with respect to the Shares
for which the appointment is effective, be empowered to exercise all voting and
other rights as they in their sole discretion may deem proper at any annual,
special, adjourned or postponed meeting of the Company's stockholders, by
written consent or otherwise, and the Purchaser reserves the right to require
that, in order for Shares or any Distributions to be deemed validly tendered,
immediately upon the Purchaser's acceptance for payment of such shares of
Common stock, the Purchaser must be able to exercise all rights (including,
without limitation, all voting rights) with respect to such Shares and receive
all Distributions.


                                       14
<PAGE>

     BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the
"backup withholding" provisions of federal income tax law, the Depositary may
be required to withhold 30% of the amount of any payments of cash pursuant to
the Offer. In order to avoid backup withholding, each Holder surrendering
Shares in the Offer must, unless an exemption applies, provide the payor of
such cash with such Holder's correct taxpayer identification number ("TIN") on
a substitute form W-9 and certify, under penalties of perjury, that such TIN is
correct and that such Holder is not subject to backup withholding. If a Holder
does not provide its correct TIN or fails to provide the certifications
described above, the Internal Revenue Service ("IRS") may impose a penalty on
such Holder and payment of cash to such Holder pursuant to the Offer may be
subject to backup withholding of 30%. All Holders surrendering Shares pursuant
to the Offer should complete and sign the substitute Form W-9 included in the
Letter of Transmittal to provide the information and certification necessary to
avoid backup withholding (unless an applicable exemption exists and is proved
in a manner satisfactory to the Depositary). Certain Holders (including among
others all corporations and certain foreign individuals and entities) are not
subject to backup withholding. Noncorporate foreign Holders should complete and
sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained
from the Depositary, in order to avoid backup withholding. See "Important Tax
Information" in the Letter of Transmittal.

     OTHER REQUIREMENTS. The Purchaser's acceptance for payment of the Shares
tendered pursuant to the Offer will constitute a binding agreement between the
tendering Holder and the Purchaser upon the terms and subject to the conditions
of the Offer.

SECTION 4. WITHDRAWAL RIGHTS.

     Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Purchaser pursuant to the Offer,
may also be withdrawn at any time after October 17, 2002.

     If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
tendering Holders are entitled to withdrawal rights as described in this
Section 4--"Withdrawal Rights". Any such delay will be an extension of the
Offer to the extent required by law.

     For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address
set forth on the back cover of this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of the Shares, if different from that of the person who tendered such
Shares. If Certificates evidencing Shares to be withdrawn have been delivered
or otherwise identified to the Depositary, then, prior to the physical release
of such Certificates, the serial numbers shown on such Certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution, unless such Shares have been
tendered for the account of an Eligible Institution. Shares tendered pursuant
to the procedure for book-entry transfer as set forth in Section 3--"Procedures
for Tendering Shares" may be withdrawn only by means of the withdrawal
procedures made available by the Book-Entry Transfer Facility, must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and must otherwise comply with the
Book-Entry Transfer Facility's procedures.

     Withdrawals of tendered Shares may not be rescinded without the
Purchaser's consent and any Shares properly withdrawn will thereafter be deemed
not validly tendered for purposes of the Offer. All questions as to the form
and validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, which determination will
be final and binding. None of Parent, the Purchaser, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

     However, any Shares properly withdrawn may be re-tendered at any time
prior to the Expiration Date by following any of the procedures described in
Section 3--"Procedures for Tendering Shares".


                                       15
<PAGE>

SECTION 5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.

     The summary of tax consequences set forth below is for general information
only and is based on the law as currently in effect. The tax treatment of each
Holder will depend in part upon such Holder's particular situation. Special tax
consequences not described herein may be applicable to particular classes of
taxpayers, such as financial institutions, broker-dealers, insurance companies,
foreign corporations, foreign partnerships, foreign trusts, foreign estates,
persons who are not citizens or residents of the United States, tax-exempt
entities, Holders who acquired their Shares through the exercise of an employee
stock option or otherwise as compensation, and persons who received payments in
respect of options to acquire Shares. ALL HOLDERS SHOULD CONSULT WITH THEIR TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO
THEM, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND
ANY STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS AND CHANGES IN SUCH TAX
LAWS.

     The receipt of cash pursuant to the Offer or the Merger will be a taxable
transaction for federal income tax purposes under the Internal Revenue Code of
1986, as amended (the "Code"), and may also be a taxable transaction under
applicable state, local, foreign income or other tax laws. Generally, for
federal income tax purposes, a Holder will recognize gain or loss in an amount
equal to the difference between the cash received by the Holder pursuant to the
Offer or the Merger and the Holder's adjusted tax basis in the Shares purchased
pursuant to the Offer or converted to cash in the Merger. Gain or loss will be
calculated separately for each block of Shares tendered and purchased pursuant
to the Offer or converted in the Merger, as the case may be. For federal income
tax purposes, such gain or loss will be a capital gain or loss if the Shares
are a capital asset in the hands of the Holder, and a long-term capital gain or
loss if the Holder's holding period is more than one year as of the date the
Purchaser accepts such Shares for payment pursuant to the Offer or the
effective date of the Merger, as the case may be. In the case of a noncorporate
Holder, capital gain is currently eligible for reduced rates of taxation if the
Shares were held for more than one year. There are limitations on the
deductibility of capital losses. All Holders should consult their own tax
advisors to determine the U.S., federal, state, local or foreign income or
other tax consequences that may be relevant to them.

SECTION 6. PRICE RANGE OF SHARES; DIVIDENDS.

     The Shares are quoted on the OTC Bulletin Board under the symbol "EPOS".
The table below sets forth, for the periods indicated, the quarterly high and
low daily closing prices of the Shares on the OTC Bulletin Board, rounded,
where applicable, to the nearest cent:




<TABLE>
<CAPTION>
                                                           HIGH          LOW
                                                        ----------   ----------
<S>                                                     <C>          <C>
Fiscal Year Ended June 30, 2001
 First Quarter ...................................       $  2.88      $  0.50
 Second Quarter ..................................          1.91         0.13
 Third Quarter ...................................          0.59         0.16
 Fourth Quarter ..................................          0.55         0.16
Fiscal Year Ended June 30, 2002...................
 First Quarter ...................................       $  0.75      $  0.36
 Second Quarter ..................................          0.45         0.20
 Third Quarter ...................................          0.32         0.12
 Fourth Quarter ..................................          0.32         0.12
</TABLE>

----------
Source: Company's Annual Report on Form 10-K filed with the Commission on
October 2, 2001, other than fiscal year 2002 data; fiscal year 2002 data from
Bloomberg.


     On August 13, 2002, the last full trading day prior to the public
announcement of the Offer, the reported closing sales price of the Shares on
the OTC Bulletin Board was $0.45 per Share. On August 16, 2002, the last full
trading day prior to the date of this Offer to Purchase, the last reported
closing sales price of the Shares was $0.43 per Share. Holders are urged to
obtain current market quotations for the Shares.


                                       16
<PAGE>

     The Company has never paid a dividend. The Merger Agreement prohibits the
Company from declaring or paying any dividends without the prior written
consent of Parent.

SECTION 7. CERTAIN INFORMATION CONCERNING THE COMPANY.

     THE COMPANY. Except as otherwise stated in this Offer to Purchase, the
information concerning the Company contained in this Offer to Purchase,
including financial information, has been taken from or is based upon publicly
available documents and records on file with the Commission and other public
sources. Neither Parent nor the Purchaser assumes any responsibility for the
accuracy or completeness of the information concerning the Company contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to Parent or the Purchaser.

     The Company has developed technologies that have been incorporated into
the Company's secure interactive transaction systems for the point-of-sale
("POS") environment. These technologies allow the Company's interactive POS
terminals to perform high-level encryption, capture signatures electronically
and access the Internet at the POS. The Company's POS terminals are designed to
provide merchants with an integrated suite of Internet applications, services
and a consumer Web portal to the POS. By web-enabling POS transaction
terminals, merchants will be able to run advertisements, promotions and surveys
at the POS, retrieve receipts via a personal computer utilizing a
consumer-focused web-site and provide other one-to-one marketing services to
consumers. The Company is a Delaware corporation. The address of the Company's
principal executive offices is 3051 North First Street, San Jose, California
95134. The telephone number of the Company at such offices is (408) 468-5400.

     CAPITAL STRUCTURE. The authorized capital of the Company consists of (a)
50,000,000 Shares and (b) 70,000 shares of Series A Convertible Preferred
Stock, par value $0.001 per share, 1,700,000 shares of Series B Convertible
Preferred Stock, par value $0.001 per share, 28,152 shares of Series C
Convertible Preferred Stock, par value $0.001 per share, and 1,273,149 shares
of Series D Convertible Preferred Stock, par value $0.001 per share.

     (A) COMMON STOCK

     As of August 12, 2002, the Company had 10,416,141 Shares issued and
outstanding.

     (B) PREFERRED STOCK

     As of August 12, 2002, 369,054 shares of Series B Convertible Preferred
Stock were outstanding and were convertible into 748,678 Shares at the option
of the holders. Holders of Series B Convertible Preferred Stock have voting
rights equal to an equivalent number of Shares into which they are convertible.
Dividends for Series B Convertible Preferred Stock are non-cumulative and are
payable upon declaration by the Company's Board of Directors.

     (C) OPTIONS

     The Company has issued options to acquire Shares pursuant to its 1996
Stock Incentive Plan for directors, executives and other employees. As of
August 12, 2002, these options were exercisable into 1,680,788 Shares.

     (D) WARRANTS

     The Company has issued certain warrants to acquire Shares to various
parties. As of August 12, 2002, these warrants were exercisable into 667,387
Shares.


                                       17
<PAGE>

                                @POS.COM, INC.


              SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA


     Set forth below is certain selected consolidated financial information
relating to the Company and its subsidiaries which has been excerpted or
derived from the financial statements contained in the Company's Quarterly
Report on Form 10-QSB for the period ended March 31, 2002 (the "Company's
10-Q") and the Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2001 (the "Company's 10-K"). More comprehensive financial information
is included in the Company's 10-Q, the Company's 10-K and other documents filed
by the Company with the Commission. The financial information that follows is
qualified in its entirety by reference to the Company's 10-Q, the Company's
10-K and other documents, including the financial statements and related notes
contained therein. The Company's 10-Q, the Company's 10-K and other documents
may be inspected at, and copies may be obtained from, the same places and in
the manner set forth under "Available Information".


                     CONSOLIDATED STATEMENT OF OPERATIONS




<TABLE>
<CAPTION>
                                                              NINE MONTHS       FISCAL YEAR        FISCAL YEAR
                                                                 ENDED             ENDED              ENDED
                                                            MARCH 31, 2002     JUNE 30, 2001      JUNE 30, 2000
                                                              (UNAUDITED)        (AUDITED)          (AUDITED)
                                                           ----------------   ---------------   -----------------
<S>                                                        <C>                <C>               <C>
Revenues ...............................................     $  8,222,076      $  7,153,548       $   8,099,524
Cost of revenues .......................................        4,938,917         2,085,448           5,421,350
                                                             ------------      ------------       -------------
Gross profit ...........................................     $  3,283,159      $  5,068,100       $   2,678,174
Selling, general and administrative expenses ...........        4,286,649         4,772,044           8,324,558
Research and development ...............................        2,408,475         2,838,825           6,833,051
Interest and other expense .............................          (78,895)          (72,965)           (766,777)
Interest income ........................................           50,257           108,069              89,129
                                                             ------------      ------------       -------------
Income (loss) before income taxes ......................     $ (3,440,603)     $ (2,507,665)      $ (13,157,083)
Income tax benefit .....................................               --            24,013                  --
Minority interest share in subsidiary loss .............               --           145,545             438,062
                                                             ------------      ------------       -------------
Net income (loss) ......................................     $ (1,390,075)     $ (2,338,107)      $ (12,674,021)
Loss per share -- Basic ................................     $      (0.18)     $      (0.51)      $       (3.84)
Loss per share -- Diluted ..............................     $      (0.18)     $      (0.51)      $       (3.84)
Weighted average shares outstanding -- Basic ...........        7,858,792         4,578,802           3,296,266
Weighted average shares outstanding -- Diluted .........        7,858,792         4,578,802           3,296,266
</TABLE>

                                       18
<PAGE>

                          CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                                                  AS OF
                                                          -----------------------------------------------------
                                                           MARCH 31, 2002     JUNE 30, 2001      JUNE 30, 2000
                                                             (UNAUDITED)        (AUDITED)          (AUDITED)
                                                          ----------------   ---------------   ----------------
<S>                                                       <C>                <C>               <C>
ASSETS
Current assets:
 Cash and cash equivalents ............................      $1,018,997        $  897,169        $  2,891,692
 Accounts receivable (net of allowance for bad debts of
   $22,762, $36,683 and $50,116, respectively).........         579,329           373,911             771,597
 Other receivables ....................................          16,765            88,746               3,000
 Inventories. .........................................         545,813           140,160             140,559
 Prepaid expenses and other current assets ............         409,629           357,195             442,742
                                                             ----------        ----------        ------------
Total current assets ..................................      $2,570,533        $1,857,181        $  4,249,590
Property and equipment, net ...........................         747,563           294,283           1,409,953
Other long-term assets. ...............................          42,500            42,500             125,000
                                                             ----------        ----------        ------------
Total assets ..........................................      $3,360,596        $2,193,964        $  5,784,543
                                                             ----------        ----------        ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable .....................................      $  947,702        $  561,000        $    440,220
 Notes payable ........................................              --                --           2,000,000
 Bank overdraft .......................................              --                --              73,386
 Accrued liabilities ..................................         354,605           261,515             595,004
 Capital lease obligations, current ...................          90,860            45,577             175,308
 Deferred revenues ....................................         114,450           486,610             721,120
 Other current liabilities ............................         772,046           849,885             267,475
                                                             ----------        ----------        ------------
Total current liabilities .............................      $2,279,663        $2,204,587        $  4,272,513
Capital lease obligations, non-current ................         480,431            27,562             675,258
Minority interest .....................................              --                --           2,196,187
Deferred rent .........................................          98,787                --                  --
Shareholders' equity (deficit) ........................      $  501,715        $  (38,185)       $ (1,359,415)
</TABLE>


                                       19
<PAGE>

               CERTAIN PROJECTED FINANCIAL DATA FOR THE COMPANY

     Prior to entering into the Merger Agreement, Parent received from the
Company certain information which Parent and the Purchaser believe was not and
is not publicly available, including certain preliminary, prospective and
estimated financial data (the "Projections") for the fiscal years 2003 and
2004. The Company does not publicly disclose projections, and the Projections
were not prepared with a view to public disclosure. While presented with
numerical specificity, the Projections were not prepared by the Company in the
ordinary course and are based upon a variety of estimates and hypothetical
assumptions made by management of the Company. According to the Company, these
assumptions include, among other things, (1) the Company receives a substantial
infusion of equity capital; (2) the Company, through such equity infusion and
payment of debt, improves its balance sheet such that potential large customers
would be comfortable doing business with a smaller company; (3) the Company has
access to a distribution network and sales channels similar to Parent; (4) the
Company has access to an operational infrastructure capable of supporting many
large customers; (5) favorable and sustained economic, market, interest rate,
financial and industry conditions; (6) high growth in the Company's sales; (7)
optimistic estimates of cost of goods sold, capital expenditures, working
capital and other expenses and revenues; and (8) other matters which may not be
realized and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond the Company's control. Accordingly, there
can be no assurance that the assumptions made in preparing the Projections will
prove accurate, and actual results may be materially greater or less than those
contained in the Projections.




<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                            --------------------------------------------------------
                              SEPTEMBER      DECEMBER     MARCH 31,      JUNE 30,
                               30, 2002      31, 2002        2003          2003
                            ------------- ------------- ------------- --------------
<S>                         <C>           <C>           <C>           <C>
Total Sales ...............  $2,987,462    $4,014,960    $6,798,464    $11,068,999
Net Income (loss) .........    (548,942)     (157,109)      960,405      2,666,450



<CAPTION>
                                                 THREE MONTHS ENDED
                            ------------------------------------------------------------
                             SEPTEMBER 30,   DECEMBER 31,     MARCH 31,      JUNE 30,
                                  2003           2003           2004           2004
                            --------------- -------------- -------------- --------------
<S>                         <C>             <C>            <C>            <C>
Total Sales ...............   $11,502,500    $10,162,500    $10,162,500    $10,162,500
Net Income (loss) .........     2,156,285      1,406,796      1,407,758      1,408,747
</TABLE>

               CAUTIONARY STATEMENTS CONCERNING THE PROJECTIONS
                         AND FORWARD-LOOKING STATEMENTS

     The Projections were not prepared with a view to public disclosure or
compliance with published guidelines of the Commission, the guidelines
established by the American Institute of Certified Public Accountants for
Prospective Financial Information or generally accepted accounting principles.
Neither Parent's nor the Company's certified public accountants have examined
or compiled any of the Projections or expressed any conclusion or provided any
form of assurance with respect to the Projections and, accordingly, assume no
responsibility for the Projections. The Projections were not prepared with the
approval of the Company's Board of Directors. The Projections are included
herein to give the Holders access to information which was provided to Parent
and which is believed by Parent and the Purchaser to be not publicly available.
Parent, however, has not relied on the Projections in making the Offer.

     Certain matters discussed herein (including, but not limited to, the
Projections) are forward-looking statements that are subject to certain risks
and uncertainties that could cause actual results to differ materially from the
statements included herein (including the Projections) and should be read with
caution. The Company has advised Parent and the Purchaser that the Projections
are subjective in many respects and thus susceptible to interpretations and
periodic revisions based on actual experience and recent developments. In
addition, the Projections do not take into account any of the transactions
contemplated by the Merger Agreement, including the Offer and the Merger. These
events may cause actual results to materially differ from the Projections.

     For these reasons, as well as the bases and assumptions on which the
Projections were complied, the inclusion of such Projections herein should not
be regarded as an indication that the Company, Parent, the Purchaser or any of
their respective affiliates or representatives considers such information to be
an accurate prediction of future events, and the Projections should not be
relied on as such. None of such persons assumes any responsibility for the
reasonableness, completeness, accuracy or reliability of such Projections. No
party nor any of their respective affiliates or representatives has made, or
makes, any representation to any person regarding the information contained in
the Projections and none of them intends to update or otherwise revise the
Projections to reflect circumstances existing after the date when made or to
reflect the occurrence of future events even in the event that any or all of
the assumptions are shown to be in error.


                                       20
<PAGE>

     AVAILABLE INFORMATION. The Company is subject to the information and
reporting requirements of the Exchange Act and, in accordance therewith, is
required to file reports and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, stock options granted to them, the principal holders of the
Company's securities, any material interests of such persons in transactions
with the Company and other matters is required to be disclosed in proxy
statements distributed to the Company's stockholders and filed with the
Commission. These reports, proxy statements and other information should be
available for inspection at the public reference facilities of the Commission
located in Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
also should be available for inspection and copying at prescribed rates at the
regional office of the Commission located at 5670 Wilshire Boulevard, Los
Angeles, California 90036. Copies of this material may also be obtained by
mail, upon payment of the Commission's customary fees, from the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. Electronic
filings filed through the Commission's Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR"), including those made by or in respect of the
Company, are publicly available through the Commission's home page on the
Internet at http://www.sec.gov.

SECTION 8. CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT.

     THE PURCHASER. The Purchaser, a newly incorporated Delaware corporation
and a wholly owned subsidiary of Parent, has not conducted any business other
than in connection with the Offer and the Merger Agreement. All of the issued
and outstanding shares of capital stock of the Purchaser are beneficially owned
by Parent. The principal address of the Purchaser is One Symbol Plaza,
Holtsville, New York 11742. The telephone number of the Purchaser at such
office is (631) 738-2400.

     PARENT. Parent is subject to the informational and reporting requirements
of the Exchange Act and, in accordance therewith, is required to file reports
and other information with the Commission relating to its business, financial
condition and other matters. Certain information, as of particular dates,
concerning Parent's directors and officers, their remuneration, stock options
granted to them, the principal holders of Parent's securities and other matters
is required to be disclosed in proxy statements distributed to Parent's
stockholders and filed with the Commission. These reports, proxy statements and
other information may be inspected at, and copies may be obtained from, the
same places and in the manner set forth with respect to information concerning
the Company in Section 7--"Certain Information Concerning the
Company--Available Information". Additional information regarding Parent and
the Offer may be obtained at Parent's website: www.symbol.com.

     The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of the Purchaser and Parent are set forth in Schedule I
hereto.

     During the last five years, none of Parent, the Purchaser or, to the best
of their knowledge, any of the persons listed in Schedule I hereto (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.

     Except as described in this Offer to Purchase, (i) none of Parent, the
Purchaser or, to the best of their knowledge, any of the persons listed in
Schedule I to this Offer to Purchase, or any associate or majority-owned
subsidiary of Parent or the Purchaser or, to the best of their knowledge, any
associate or majority-owned subsidiary of any of the persons listed in Schedule
I to this Offer to Purchase, beneficially owns or has any right to acquire,
directly or indirectly, any equity securities of the Company, and (ii) none of
Parent, the Purchaser, or to the best of their knowledge, any of the persons
listed in Schedule I to this Offer to Purchase has effected any transaction in
such equity securities during the past 60 days. The Purchaser and Parent
disclaim beneficial ownership of any Shares owned by any pension plans of
Parent or the Purchaser or any pension plans of any associate or majority-owned
subsidiary of Parent or the Purchaser.

     Except as described in this Offer to Purchase, none of Parent, the
Purchaser or, to the best of their knowledge, any of the persons listed in
Schedule I to this Offer to Purchase has any contract, arrangement,


                                       21
<PAGE>

understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or voting of
such securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies. Except as set forth in this Offer to Purchase, during the past two
years, none of Parent, the Purchaser or, to the best of their knowledge, any of
the persons listed on Schedule I hereto has had any business relationship or
transaction with the Company or any of its executive officers, directors or
affiliates that is required to be reported under the rules and regulations of
the Commission applicable to the Offer. Except as set forth in this Offer to
Purchase, during the past two years, there have been no contacts, negotiations
or transactions between any of Parent, the Purchaser or any of their
subsidiaries or, to the best knowledge of Parent or the Purchaser, any of the
persons listed in Schedule I to this Offer to Purchase, on the one hand, and
the Company or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.

SECTION 9. SOURCE AND AMOUNT OF FUNDS.

     The Offer is not conditioned upon any financing arrangements. The
Purchaser estimates that the total amount of funds required by the Purchaser to
purchase all of the outstanding Shares (including Shares issuable upon
conversion of all outstanding shares of Series B Convertible Preferred Stock)
and to cancel all outstanding options to purchase Shares will be approximately
$5,423,401, plus reasonable and customary fees and expenses incurred in
connection with the Offer and the Merger. The Purchaser will obtain the
necessary funds through capital contributions and/or loans by Parent. Parent
intends to use its general corporate funds to provide such capital
contributions and/or loans.

SECTION 10. BACKGROUND OF THE OFFER.

     During the first half of 2002, the Company held discussions with numerous
parties, including Hand Held Products, Inc. ("HHP"), regarding a possible
acquisition of the Company or an investment in the Company. The discussions
with HHP culminated in an asset purchase agreement, executed by the Company,
Crossvue, Inc., a wholly owned subsidiary of the Company ("Crossvue"), and HHP
on June 26, 2002, whereby the Company and Crossvue agreed to transfer to HHP
substantially all of their business, properties and assets (the "Asset Purchase
Agreement").

     During the Company's negotiations with HHP, Parent indicated an interest
in acquiring the Company. On June 20, 2002, the Company and Parent entered into
a confidentiality agreement, a copy of which has been filed as Exhibit (d)(2)
to the Schedule TO filed with the Commission by Parent and the Purchaser.

     On July 19, 2002, Parent proposed the Offer and the Merger to the Company
by delivery of the following letter:

                                                                  July 19, 2002
     Mr. John Wood
     Chairman of the Board and Chief Executive Officer
     @POS.com, Inc.
     3051 North First Street
     San Jose, CA 95134 U.S.A.

     Dear John:

          We are pleased to propose that Symbol Technologies, Inc. acquire all
     of the outstanding equity interests in @POS.com, Inc. (the "Company") for
     an aggregate purchase price of $5.5 million. The proposed transaction would
     be effected through a customary negotiated two-step merger agreement,
     whereby Symbol would make a tender offer for all of the outstanding common
     stock of the Company.

          We have reviewed the Asset Purchase Agreement dated as of June 26,
     2002 among the Company, Crossvue, Inc. and Hand Held Products, Inc. and are
     confident that the Company's Board will conclude that our proposal
     constitutes a "Superior Proposal" as defined in such Asset Purchase
     Agreement. In addition to the higher consideration for your shareholders
     contemplated by our proposal, we believe that our proposed transaction
     would have a number of significant advantages


                                       22
<PAGE>

     over the transaction contemplated by the Asset Purchase Agreement,
     including the absence of any hold-back provision or any risk that the value
     available to shareholders would be reduced by the Company's retained
     liabilities. We also believe that our proposed transaction would have fewer
     conditions, can be completed substantially faster and is potentially more
     tax efficient for your shareholders.

          In addition, we are prepared to fund a loan to the Company in an
     amount necessary to fully repay HHP under the Convertible Promissory Note
     dated June 26, 2002 (including any break-up fee payable) simultaneously
     with the execution of a definitive agreement between Symbol and the Company
     and thereafter provide additional working capital advances to the Company,
     which loan and advances will not exceed $2,000,000 in the aggregate. Such
     loan and advances shall be on terms substantially the same as the
     Convertible Promissory Note currently held by HHP.

          Symbol intends to obtain the funds necessary to complete the
     transaction from existing cash balances. As we are sure you are aware, we
     are the global leader in mobile data transaction systems with annual
     revenues in excess of $1 billion dollars and with a market capitalization
     (even at today's depressed levels) in excess of $1 billion.

          Our proposal is subject only to the following conditions: (i) the
     completion of satisfactory due diligence to be conducted by us and our
     advisors and (ii) the negotiation and execution of definitive agreements on
     terms satisfactory to the parties thereto. We have reviewed the publicly
     available information on the Company and we believe that our due diligence
     would be completed expeditiously and would not delay the execution of
     definitive agreements.

          If the Company determines to promptly accept our proposal, the
     transaction could be completed as early as end of August 2002. Unless
     earlier accepted, this proposal will terminate at 5:00 PM on July 26, 2002.

          We look forward to discussing this proposal and negotiating definitive
     agreements with you immediately. In responding to us or in seeking further
     information concerning our proposal, or for any other matter, please call
     me at (631) 738-4765.

                                      Sincerely yours,


                                      Leonard Goldner
                                      Executive Vice President and General
                                      Counsel

     cc:  R. Bravman

     On July 22, 2002, the board of directors of the Company (the "Board") met
to consider Parent's proposal in relation to the Asset Purchase Agreement and
whether there were any other possible parties interested in acquiring the
Company. During such meeting, Jane Capital Partners LLC, an investment bank
hired by the Company to evaluate possible acquisitions of the Company,
discussed various financial considerations relating to Parent's proposal with
the Board. As a condition for proceeding with Parent's proposal, the Board
requested that Parent provide the Company with interim working capital prior to
the negotiation of a definitive Merger Agreement. Following the meeting of the
Board on that date, the Company issued a press release stating that it had
received Parent's proposal and that the Board had determined Parent's proposal
to constitute a superior proposal to the Asset Purchase Agreement. The Company
also delivered a copy of Parent's proposal to HHP. Pursuant to the Asset
Purchase Agreement, HHP had the greater of two full business days or 48 hours
following its receipt of Parent's proposal to match the terms of such proposal.

     In response, Parent delivered a letter dated July 25, 2002 substantially
identical to the letter dated July 19, 2002 except that Parent substituted the
following language to address the request of the Company for interim working
capital:

     In addition, we are willing to fund (i) up to $400,000 of interim working
   capital advances prior to the execution of a definitive agreement between
   Symbol and the Company, (ii) a loan to the Company in an amount necessary
   to fully repay HHP under its promissory note simultaneously with the
   execution of the


                                       23
<PAGE>

     definitive Merger Agreement and (iii) thereafter provide additional working
     capital advances to the Company, which loans and advances under clauses
     (i), (ii) and (iii) would not exceed $2,000,000 in the aggregate. Such loan
     and advances shall be on terms substantially the same as the Convertible
     Promissory Note currently held by HHP.

     On July 25, 2002, the Board and its financial and legal advisors met to
discuss Parent's letter of the same date and the interim financing needs of the
Company and decided to proceed with negotiations with Parent on the basis of
such letter. On July 26, 2002, the Company and Crossvue entered into a
convertible promissory note in the amount of $400,000 (the "Original Note") in
favor of Parent. A copy of the Original Note has been filed as Exhibit (d)(4)
to the Schedule TO.

     Between July 26, 2002 and August 6, 2002, the parties and their respective
counsel negotiated the terms of the Merger Agreement and the related documents,
including the increased amount of the Amended Note.

     On August 6, 2002, the Board and its financial and legal advisors again
met to consider the Merger Agreement and the related documents, the Asset
Purchase Agreement and the status of inquiries made by other parties interested
in the Company. Following the discussion, the Board determined that the terms
of the Merger Agreement and the related documents were the most favorable terms
received to date, and under the circumstances were advisable, fair to and in
the best interests of the stockholders of the Company. The Board approved the
Merger Agreement, the related documents and the transactions contemplated
thereby, and determined to recommend that the Company's stockholders tender
their Shares pursuant to the Offer. The Board also determined to terminate the
Asset Purchase Agreement and related documents concluded with HHP pursuant to
the terms thereof on the basis that (a) the transactions contemplated by the
Merger Agreement and the related documents constituted a transaction more
favorable to the stockholders of the Company than that contemplated by the
Asset Purchase Agreement and that Parent was financially capable of
consummating the Offer and the Merger and (b) HHP failed to match the terms of
the Offer and the Merger within the time period allocated by the Asset Purchase
Agreement.

     Between August 6, 2002 and August 12, 2002, the parties completed
arrangements necessary to enter into the Merger Agreement, including delivery
of a notice to HHP to terminate the Asset Purchase Agreement and obtaining from
HHP a release of its security interests in the Company's and Crossvue's assets.

     On August 12, 2002, Parent, the Purchaser and the Company executed the
Merger Agreement. On that same day, the Purchaser and certain stockholders of
the Company entered into the Tender Agreement, a copy of which has been filed
as Exhibit (d)(3) to the Schedule TO, in which such stockholders agreed to
tender their Shares in the Offer. In addition, on that day, Parent, the Company
and Crossvue entered into the Amended Note replacing the Original Note to repay
in full all of the borrowings outstanding under the promissory note held by HHP
and to provide additional working capital for the Company. The Amended Note is
secured by a security interest in substantially all of the assets of the
Company and Crossvue.

     On August 19, 2002, in accordance with the Merger Agreement, the Purchaser
commenced the Offer.

SECTION 11.  PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; CERTAIN AGREEMENTS.

     PURPOSE OF THE OFFER. The purpose of the Offer is to enable Parent to
acquire as many outstanding Shares as possible as a first step in acquiring the
entire equity interest in the Company. The purpose of the Merger is for Parent
to acquire all remaining Shares not purchased pursuant to the Offer. Upon
consummation of the Merger, the Company will become a wholly owned subsidiary
of Parent. The Offer is being made pursuant to the Merger Agreement.

     Under the DGCL, the approval of the Board of Directors of the Company is
required to approve and adopt the Merger Agreement and the transactions
contemplated thereby, including the Merger. Unless the Merger is consummated
pursuant to the "short-form" merger provisions under Section 253 of the DGCL
described below (in which case no vote of the holders of the outstanding Shares
is required), the only remaining required corporate action of the Company is
the adoption of the Merger Agreement and the approval of the Merger by vote of
the holders of a majority of the outstanding Shares. The Board of Directors of
the Company has unanimously (i) determined that the terms of each of the Offer
and the Merger of the Purchaser with and into the Company are fair to, and in
the best interests of, the Holders, (ii) approved the Merger Agreement and


                                       24
<PAGE>

the transactions contemplated thereby, including the Offer and the Merger, and
(iii) declared the advisability of the Merger Agreement and recommended that the
Holders accept the Offer, tender their Shares pursuant to the Offer and (if
required by applicable law) adopt the Merger Agreement.

     In the Merger Agreement, the Company has agreed to take all action
necessary to convene a meeting of its stockholders as soon as practicable after
the consummation of the Offer for the purpose of considering and
taking action on the Merger Agreement and the transactions contemplated thereby
if such action is required by the DGCL. However, under the DGCL, if the
Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the
outstanding Shares, the Purchaser will be able to approve the Merger without a
vote of the Company's stockholders. Accordingly, if the Purchaser acquires at
least 90% of the outstanding Shares, it will have sufficient voting power to
cause the approval and adoption of the Merger Agreement and the transactions
contemplated thereby without a vote of the Company's stockholders. In such
event, Parent, the Purchaser and the Company have agreed in the Merger
Agreement to take, at the request of the Purchaser, all necessary and
appropriate action to cause the Merger to become effective without a meeting of
the Company's stockholders. If, however, the Purchaser does not acquire at
least 90% of the outstanding Shares pursuant to the Offer or otherwise and a
vote of the Company's stockholders is required under the DGCL, a significantly
longer period of time would be required to effect the Merger.

     If the Purchaser purchases a majority of the outstanding Shares pursuant
to the Offer, the Merger Agreement provides that the Purchaser will be entitled
to designate representatives to serve on the Board of Directors of the Company
in proportion to the Purchaser's ownership of Shares following such purchase.
The Purchaser expects that such representation would permit the Purchaser to
exert substantial influence over the Company's conduct of its business and
operations.

     PLANS FOR THE COMPANY. Subject to certain matters described below, it is
currently expected that, initially following the Merger, the business and
operations of the Company will generally continue as they are currently being
conducted. Parent currently intends to cause the Company's operations to
continue to be run and managed by, amongst others, the Company's existing
executive officers. Parent will continue to evaluate all aspects of the
business, operations, capitalization and management of the Company during the
pendency of the Offer and after the consummation of the Offer and the Merger
and will take such further actions as it deems appropriate under the
circumstances then existing. Parent intends to seek additional information
about the Company during this period. Thereafter, Parent intends to review such
information as part of a comprehensive review of the Company's business,
operations, capitalization and management.

     As a result of the completion of the Offer, the interest of Parent in the
Company's net book value and net earnings will be in proportion to the number
of Shares acquired in the Offer. If the Merger is consummated, Parent's
interest in such items and in the Company's equity generally will equal 100%
and Parent and its subsidiaries will be entitled to all benefits resulting from
such interest, including all income generated by the Company's operations and
any future increase in the Company's value. Similarly, Parent will also bear
the risk of losses generated by the Company's operations and any future
decrease in the value of the Company after the Merger. Subsequent to the
Merger, current stockholders of the Company will cease to have any equity
interest in the Company, will not have the opportunity to participate in the
earnings and growth of the Company after the Merger and will not have any right
to vote on corporate matters. Similarly, stockholders will not face the risk of
losses generated by the Company's operations or decline in the value of the
Company after the Merger.

     The Shares are currently traded on the OTC Bulletin Board. Following the
consummation of the Merger, there will be less than 300 holders of record of
the Shares and the Company may no longer be required to file periodic reports
with the Commission. Accordingly, the Shares will no longer be eligible for
quotation on the OTC Bulletin Board. See Section 13--"Effect of the Offer on
the Market for the Shares; Exchange Act Registration". It is expected that, if
Shares are not accepted for payment by the Purchaser pursuant to the Offer and
the Merger is not consummated, the Company's current management, under the
general direction of the current Board of Directors, will continue to manage
the Company as an ongoing business.

     Except as otherwise discussed in this Offer to Purchase, Parent has no
present plans or proposals that would result in any extraordinary corporate
transaction, such as a merger, reorganization, liquidation involving the
Company or any of its subsidiaries, or purchase, sale or transfer of a material
amount of assets of the Company or any of its subsidiaries or in any other
material changes to the Company's capitalization, corporate


                                       25
<PAGE>

structure, business or composition of the Board of Directors of the Company or
the management of the Company, except that Parent intends to review the
composition of the boards of directors (or similar governing bodies) of the
Company and its subsidiaries and to cause the election to such boards of
directors (or similar governing bodies) of certain of its representatives.

     MERGER AGREEMENT. The following is a summary of the material terms of the
Merger Agreement. The summary is qualified in its entirety by reference to the
Merger Agreement, a copy of which has been filed with the Commission as an
exhibit to the Schedule TO. The Merger Agreement may be inspected at, and
copies may be obtained from, the same places and in the manner set forth in
Section 7--"Certain Information Concerning the Company--Available Information".

     THE OFFER. The Merger Agreement provides that no later than ten business
days after the public announcement of the Merger Agreement, Parent and the
Purchaser will commence the Offer and that the obligation of Parent and the
Purchaser to consummate the Offer and to accept for payment and to pay for any
Shares validly tendered pursuant to the Offer and not withdrawn shall be
subject to only those conditions set forth therein. Subject to the terms of the
Merger Agreement, the applicable rules and regulations of the Commission and to
applicable law, the Purchaser may amend or modify the terms and conditions of
the Offer; provided, however, that the Purchaser shall not, without the prior
written consent of the Company, (i) change the Minimum Condition, (ii) decrease
the Offer Consideration, (iii) change the form of consideration payable in the
Offer (other than by adding consideration), (iv) reduce the maximum number of
shares to be purchased in the Offer, (v) amend the terms or the conditions of
the Offer in a manner which is adverse to the Holders, or which imposes
conditions or terms to the Offer in addition to those set forth in the Merger
Agreement, or (vi) extend the Expiration Date beyond twenty (20) business days
after commencement of the Offer, except (A) as required by applicable law, (B)
that Purchaser may extend the Offer for up to ten (10) business days in the
aggregate, notwithstanding that all conditions set forth in Section
14--"Conditions of the Offer" are satisfied on the Expiration Date, if,
immediately prior to the Expiration Date, less than 90% of the Shares have been
tendered and not withdrawn or (C) that if any condition set forth in Section
14--"Conditions of the Offer" has not been satisfied or waived, the Purchaser
may extend the Expiration Date for one or more periods, but in no event later
than October 31, 2002; provided, however, that the Offer may be extended in
connection with an increase in the consideration to be paid pursuant to the
Offer so as to comply with applicable rules and regulations of the Commission.

     COMPOSITION OF THE BOARD FOLLOWING CONSUMMATION OF THE OFFER. The Merger
Agreement provides that, promptly after the purchase of and payment for the
Shares by the Purchaser pursuant to the Offer, Parent shall, subject to the
provisions of the next paragraph, be entitled to designate such number of
directors (the "Parent Designees"), rounded up to the next whole number, on the
Company's Board of Directors as is equal to the product of the total number of
directors on such Board (after giving effect to any increase in the size of
such Board pursuant to this sentence) multiplied by the percentage that the
number of Shares beneficially owned by the Purchaser at such time (including
Shares so accepted for payment) bears to the total number of Shares then
outstanding; provided that in no event shall the Parent Designees constitute
less than a majority of the entire Board of Directors. In furtherance thereof,
the Company shall, upon the request of Parent, use its reasonable best efforts
promptly either to increase the size of its Board of Directors or to secure the
resignations of such number of its incumbent directors, or both, as is
necessary to enable the Parent Designees to be so elected or appointed to the
Company's Board of Directors, and the Company shall take all actions available
to the Company to cause the Parent Designees to be so elected or appointed. At
such time, the Company shall, subject to the provisions of the next paragraph,
if requested by Parent, also take all action necessary to cause persons
designated by Parent to constitute at least the same percentage (rounded up to
the next whole number) as is on the Company's Board of Directors of (i) each
committee of the Company's Board of Directors, (ii) each board of directors (or
similar body) of each subsidiary of the Company and (iii) each committee of
each such board. The Merger Agreement further provides that the Company's
obligation to appoint Parent Designees to the Company's Board of Directors will
be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder.

     Notwithstanding the foregoing, the parties to the Merger Agreement will
use their respective reasonable best efforts to ensure that at least one member
of the Board shall, at all times prior to the Effective Time, be a director of
the Company who was a director of the Company on the date of the Merger
Agreement (the


                                       26
<PAGE>

"Continuing Director"), provided that, if there shall be in office less than one
Continuing Director for any reason, the other directors of the Company then in
office will designate a person to fill such vacancy who will not be an officer
or employee or affiliate of the Company or Parent or any of their respective
subsidiaries. From and after the time, if any, that the Parent Designees
constitute a majority of the Company's Board of Directors and prior to the
Effective Time, pursuant to the terms of the Merger Agreement, any amendment or
modification of the Merger Agreement, any amendment to the Company's certificate
of incorporation or by-laws, any termination of the Merger Agreement by the
Company, any extension of time for performance of any of the obligations of
Parent or the Purchaser thereunder, any waiver of any condition to the Company's
obligations thereunder or any of the Company's rights thereunder or other action
by the Company thereunder which adversely affects the Holders other than Parent
or Purchaser may be effected only if there are in office one or more Continuing
Directors and such action is approved by the action of a majority of the
Continuing Directors.

     THE MERGER. The Merger Agreement provides that subject to the conditions
thereof, and in accordance with the DGCL, the Merger shall be effected and the
Purchaser shall be merged with and into the Company at the Effective Time. At
the Effective Time, the separate existence of the Purchaser will cease and the
Company will continue as the surviving corporation (as such, the "Surviving
Corporation") and shall continue to be governed by the laws of the state of
Delaware.

     The Merger Agreement provides that the certificate of incorporation of the
Company shall be the certificate of incorporation of the Surviving Corporation
until thereafter changed or amended in accordance with the provisions thereof
and applicable law. The Merger Agreement provides that the by-laws of the
Company shall be the by-laws of the Surviving Corporation until thereafter
changed or amended in accordance with the provisions thereof and applicable
law. The Merger Agreement provides that from and after the Effective Time, (a)
the directors of the Purchaser will be the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be, and
(b) the officers of the Company shall be the officers of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.

     EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
CORPORATIONS. At the Effective Time, each issued and outstanding share of
Common Stock (other than Shares held by the Company or by Parent or any other
subsidiary of Parent, which will automatically be canceled and will cease to
exist and no cash or other consideration will be delivered or deliverable in
exchange therefor, and other Shares, if any, held by Holders who have not voted
such Shares in favor of the Merger and who have perfected their appraisal
rights under the DGCL) will, by virtue of the Merger and without any action by
the Holders thereof, be converted into the right to receive an amount in cash
equal to the Offer Consideration (the "Merger Consideration") payable to the
Holder thereof, without interest thereon, less any required withholding taxes,
upon surrender and exchange of a Certificate.

     Immediately prior to the Effective Time, each share of common stock, par
value $0.001 per share, of the Purchaser then issued and outstanding will, by
virtue of the Merger and without any action on the part of the holders thereof,
be converted into one fully paid and nonassessable share of common stock, par
value $0.001 per share, of the Surviving Corporation.

     The Merger Agreement provides that at the Effective Time, each then
outstanding option to purchase Shares, whether or not otherwise vested and
exercisable (a "Stock Option") shall be canceled by the Company and in
consideration of such cancellation, and except to the extent that Parent and
the holder of any such Stock Option otherwise agree, the Company shall pay to
such holders of Stock Options an amount in respect thereof equal to the product
of (A) the excess, if any, of (i) the Merger Consideration over (ii) the
exercise price per Share subject to such Stock Option and (B) the number of
Shares subject to such Stock Option immediately prior to its cancellation. Such
payment shall be less any required withholding taxes and without interest.

     REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains various
customary representations and warranties of the parties thereto including,
without limitation, representations and warranties by the Company as to the
Company's organization, good standing, qualification and power, capital
structure, title of assets, authorization, noncontravention, consents, filings
with the Commission, compliance


                                       27
<PAGE>

with law, legal proceedings, title to real property, subsidiaries, benefit
plans, absence of undisclosed liabilities, absence of material adverse change,
certain contracts and arrangements, no defaults, taxes, intellectual property,
receivables, certain fees and expenses, insurance, condition of property,
environmental laws, interested party transactions, proxy or information
statement, voting requirements, termination of previous agreements with Hand
Held Products, Inc., product liability and recalls and absence of material
untrue statements.

     In addition, the Merger Agreement contains representations and warranties
of Parent and the Purchaser concerning their organization, good standing,
qualification and power, authorization, noncontravention, consents, certain
fees and expenses, legal proceedings, sufficient funds and absence of business
activities by the Purchaser.

     CONDUCT OF BUSINESS OF THE COMPANY. Pursuant to the Merger Agreement, the
Company has agreed that prior to the Effective Time, the Company and its
subsidiaries will continue to conduct its business and maintain its business
relationships in the ordinary and usual course consistent with past practice
and will not, without the prior written consent of Parent:

     (1) issue, deliver or sell, or authorize or propose, the issuance,
delivery or sale of, any shares of its capital stock of any class or any
securities convertible into or exercisable for, or any rights, warrants or
options to acquire, any such shares, or enter into any agreement with respect
to any of the foregoing, other than the issuance of Shares upon the exercise of
stock options issued in the ordinary course of business prior to the date of
the Merger Agreement in accordance with the terms of the Company's stock
incentive plan as then in effect;

     (2) (A) incur, assume or guarantee any debt for borrowed money, other than
borrowings under the Amended Note in favor of Parent, (ii) issue or sell any
securities convertible into or exchangeable for debt securities of the Company
or any of its subsidiaries; or (iii) issue or sell options or other rights to
acquire, directly or indirectly, debt securities of the Company or any of its
subsidiaries or any securities convertible into or exchangeable for any such
debt securities;

     (3) enter into any material transaction not in the ordinary course of its
business consistent with past practice;

     (4) create or assume any lien on any asset, except any lien granted in
favor of Parent pursuant to the Amended Note referred to above;

     (5) dispose of any of its assets except in the ordinary course of business
consistent with past practice;

     (6) enter into any material lease or contract for the purchase or sale or
license of any property, real or personal, except in the ordinary course of
business consistent with past practice;

     (7) fail to maintain its equipment and other assets in good working
condition and repair in all material respects according to the standards it has
maintained to the date of the Merger Agreement, subject only to ordinary wear
and tear;

     (8) except as set forth in the Merger Agreement, pay (or make any oral or
written commitments or representations to pay) any bonus, increased salary or
special remuneration to any director, officer, employee or consultant or enter
into or vary the terms of any employment, consulting or severance agreement
with any such person, pay any severance or termination pay (other than payments
made in accordance with plans or agreements existing on the date of the Merger
Agreement), grant any stock option or warrant or issue any restricted stock, or
enter into or modify any agreement or employee benefit plan (except as required
by law) or any similar agreement or increase benefits under any employee
benefit plan;

     (9) change accounting practice or principle utilized in the preparation of
the financial statements;

     (10) make any loan, advance or capital contribution to or investment in
any person other than travel loans or advances made in the ordinary course of
business consistent with past practice;

     (11) enter into, amend, relinquish, terminate or permit expiration of any
contract, lease transaction, commitment or other right or obligation, except
for commitments entered into in the ordinary course of business consistent with
past practice;


                                       28
<PAGE>

     (12) except as set forth in the Merger Agreement, waive or release any
right or claim except for the waiver or release of non-material claims in the
ordinary course of business consistent with past practice;

     (13) pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other
than the payment, discharge or satisfaction in the ordinary course of business
and consistent with past practice of liabilities reflected or reserved against
in the Company's financial statements or incurred since March 31, 2002 in the
ordinary course of business and consistent with past practice;

     (14) merge, consolidate or reorganize with, or acquire any entity;

     (15) amend its certificate of incorporation or bylaws;

     (16) license or otherwise transfer any intellectual property rights used
by the Company and its subsidiaries in its business as presently conducted and
as expected to be conducted as of the Effective Time;

     (17) change any insurance coverage or issue any certificates of insurance;


     (18) except pursuant to any conversion of the Series B Convertible
Preferred Stock by the holders thereof, redeem, repurchase or otherwise acquire
shares of its capital stock, or declare, set aside or pay any dividend or other
distribution (whether in cash, stock or property) with respect to its capital
stock, or split, combine or reclassify any of its capital stock or issue or
amortize or propose the issuance of any other securities in respect of, in lieu
of or in substitution for, shares of its capital stock;

     (19) make or rescind any material tax election or settle or compromise any
material income tax liability with any governmental entity or settle any
action, suit, claim, investigation or proceeding with any governmental entity
(legal, administrative or arbitrative); or

     (20) agree to do, or enter into negotiations with respect to, any of the
foregoing actions.

     NO SOLICITATION. Pursuant to the Merger Agreement, from and after the date
of the Merger Agreement until the earlier of the Effective Time or the
termination of the Merger Agreement in accordance with its terms, the Company
shall not, and shall cause its subsidiaries and any person acting on behalf of
the Company or its subsidiaries not to, directly or indirectly, (a) solicit,
initiate, continue or respond to discussions or engage in negotiations with any
person (whether such negotiations are initiated by the Company or any of its
subsidiaries or otherwise) or take any other action intended or designed to
facilitate the efforts of any person, other than Parent, relating to the
possible acquisition, recapitalization or other business combination involving
the Company or any of its subsidiaries (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise) or any material portion of its
capital stock or assets, or any transaction the consummation of which would or
would reasonably be expected to impede, interfere with, prevent or materially
delay the transaction contemplated by the Merger Agreement or which would or
would reasonably be expected to materially dilute the benefits to Parent of the
transaction contemplated by the Merger Agreement (with any such efforts by any
such person to be referred to as an "Acquisition Proposal"), (b) provide
non-public information with respect to the Company or any of its subsidiaries
to any person, other than its professional advisors, Parent or Parent's
professional advisors, or (c) enter into an agreement with any person, other
than Parent and the Purchaser, providing for a possible Acquisition Proposal.
If the Company or any of its subsidiaries receives any inquiry, offer or
proposal relating to an Acquisition Proposal, the Company shall, and shall
cause its subsidiaries to, immediately notify Parent thereof, including
information as to the identity of the party making any such inquiry, offer or
proposal and the specific terms of such inquiry, offer or proposal, as the case
may be.

     Notwithstanding the foregoing, prior to the acceptance for payment of
Shares by the Purchaser pursuant to the Offer, the Company may, to the extent a
majority of the entire Board of Directors of the Company determines, in good
faith, after consultation with and based upon the advice of outside legal
counsel, that the Board's fiduciary duties require it to do so, participate in
discussions or negotiations with, and, subject to the requirements described
below, furnish non-public information, and afford access to the properties,
books or records of the Company or any of its subsidiaries to any person after
such person has delivered to the Company in writing, an unsolicited bona fide
Acquisition Proposal with respect to the Company or any of its subsidiaries
(which has not been withdrawn) which a majority of the entire Board of
Directors of the Company in its good faith judgment determines, after
reasonable inquiry and due diligence (which shall include the review of such



                                       29
<PAGE>

person's financial statements) and consultation with an investment banking
firm, (A) would be reasonably likely to result in a transaction more favorable
than that contemplated by the Merger Agreement to the stockholders of the
Company from a financial point of view (which judgment must be reasonable), and
(B) that the person making such Acquisition Proposal is financially capable of
consummating such Acquisition Proposal or that the financing necessary to
consummate such Acquisition Proposal, to the extent required, is then committed
or is reasonably capable of being obtained by such Person (a "Superior
Proposal").

     In the event the Company receives a Superior Proposal prior to the
acceptance for payment of Shares by the Purchaser pursuant to the Offer,
nothing contained in the Merger Agreement (but subject to the terms of this
paragraph and the immediately preceding paragraph) will prevent the Board of
Directors of the Company from recommending such Superior Proposal to the
stockholders of the Company, if the Board determines, in good faith, after
consultation with and based upon the advice of outside legal counsel, that such
action is required by its fiduciary duties; in such case, the Board of
Directors of the Company may withdraw, modify or refrain from making its
recommendations to stockholders to accept the Offer and approve the Merger,
and, to the extent it does so, the Company may refrain from soliciting proxies
to secure the affirmative vote of its stockholders; provided, however, that the
Company shall (i) provide Parent at least five business days prior notice of
any meeting of the Board of Directors of the Company at which such Board of
Directors is reasonably expected to consider a Superior Proposal, (ii) not
recommend to its stockholders a Superior Proposal for a period of not less than
the greater of five full business days and 120 hours after Parent's receipt of
a copy of such Superior Proposal and the identity of the third party, and (iii)
not enter into a definitive agreement relating to such Superior Proposal unless
Parent fails to match the terms of the Superior Proposal within the greater of
five full business days and 120 hours after Parent's receipt of a copy of such
Superior Proposal and the identity of the third party; and provided, further,
that unless the Merger Agreement is terminated in accordance with its terms,
nothing in this paragraph shall limit the Company's obligation to hold and
convene a special meeting of its stockholders (regardless of whether the
recommendation of the Board of Directors of the Company shall have been
withdrawn, modified or not yet made) or to provide the stockholders of the
Company with material information relating to such meeting. The Company shall
keep Parent informed on a reasonably current basis of the status and content of
any discussions regarding any Acquisition Proposal with a third party.

     Notwithstanding the foregoing, the Company shall not, and shall cause its
subsidiaries not to, provide any non-public information to a third party
unless: (x) the Company or such subsidiary provides, such non-public
information pursuant to a nondisclosure agreement with terms regarding the
protection of oral or written confidential information at least as restrictive
as such terms in the confidentiality agreement heretofore entered into by the
Company and Parent; and (y) such non-public information has been previously
delivered or made available to Parent.

     MEETING OF STOCKHOLDERS; PROXY STATEMENT. The Merger Agreement provides
that as soon as practicable following the acceptance for payment of and payment
for Shares by the Purchaser in the Offer, if required by law to consummate the
Merger, the Company shall, with the cooperation of Parent, take all action
necessary, in accordance with the DGCL, the Exchange Act and other applicable
law and its certificate of incorporation and by-laws to call a special meeting
of its stockholders (the "Stockholders Meeting") for the purpose of voting upon
the approval of the Merger Agreement and the transactions contemplated thereby
and to solicit proxies pursuant to the Proxy Statement in connection therewith.
Subject to the Board of Directors' fiduciary duties under applicable law, as
determined in good faith by such directors in consultation with and based upon
the advice of outside legal counsel as required by the Merger Agreement, the
Board of Directors of the Company shall solicit from its stockholders proxies
in favor of approval of the Merger Agreement and the transactions contemplated
thereby and shall take all reasonable action necessary or advisable to secure
the vote or consent of its stockholders in favor of such approval. At the
Stockholders Meeting, Parent and the Purchaser shall cause all of the Shares
owned by them to be voted in favor of the adoption of this Agreement.

     The Company, if requested by Parent, shall promptly prepare and file with
the Commission a proxy statement or information statement (together with any
supplement or amendment thereto, the "Proxy Statement") to obtain the requisite
stockholder approval of the Merger Agreement and the transactions contemplated
thereby. Subject to the Board of Directors' fiduciary duties under applicable
law, as determined


                                       30
<PAGE>

in good faith by such directors in consultation with and based upon the advice
of outside legal counsel as required by the Merger Agreement, the Proxy
Statement shall include the recommendation of the Board of Directors to approve
the Merger Agreement and the transactions contemplated thereby.

     CONDITIONS TO THE MERGER. The Merger Agreement provides that the respective
obligation of each party to effect the Merger is subject to the satisfaction or
waiver of the following conditions: (i) the Purchaser shall have accepted for
payment and paid for all Shares validly tendered in the Offer and not withdrawn;
(ii) to the extent required by applicable law and the certificate of
incorporation of the Company, the Merger Agreement shall have been adopted by
the requisite vote of the Holders of the Shares; and (iii) there shall not be in
effect any temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the Merger. The
conditions to the Merger set forth above are different from the conditions to
the Offer which are set forth in Section 14--"Conditions of the Offer".

     TERMINATION. The Merger Agreement may be terminated at any time prior to
the consummation of the Offer:

     (a) by mutual written consent duly authorized by the boards of directors
of the Company and Parent; or

     (b) by either the Company or Parent, if the consummation of the Offer
shall not have occurred by October 31, 2002 (the "Final Date") (provided that
the right to terminate the Merger Agreement under this paragraph shall not be
available to any party whose failure to fulfill any obligation or satisfy any
condition precedent under the Merger Agreement has been the principal cause of
or resulted in the failure of such consummation to occur on or before such
date); or

     (c) by either the Company or Parent, if a court of competent jurisdiction
or governmental, regulatory or administrative agency or commission shall have
issued a nonappealable final order, decree or ruling or taken any other action
having the effect of permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by the Merger Agreement; or

     (d) by Parent, if (i) the Board of Directors of the Company shall
withdraw, modify or change its approval or recommendation of the Merger
Agreement or the transactions contemplated thereby in a manner adverse to
Parent, or the Company shall have failed to include in its
Solicitation/Recommendation Statement on Schedule 14D-9 the recommendation of
the Board of Directors of the Company in favor of the Offer; (ii) the Board of
Directors of the Company shall have recommended to the stockholders of the
Company an Acquisition Proposal, or the Company shall have executed a letter of
intent, a definitive agreement or similar document with respect to an
Acquisition Proposal or an Acquisition Proposal is consummated; (iii) a tender
offer or exchange offer for 10% or more of the Shares is commenced and the
Company shall not have sent to its stockholders, within 10 business days after
the commencement of such tender or exchange offer, a statement that the Board
of Directors of the Company recommends rejection of such tender or exchange
offer; (iv) an Acquisition Proposal (other than a tender or exchange offer
covered by clause (iii)) with respect to the Company or any of its subsidiaries
is publicly announced and, upon Parent's request, the Company fails to issue a
press release announcing its opposition to such Acquisition Proposal within
three (3) business days after such request; (v) the Company shall have exempted
for purposes of Section 203 of the DGCL any acquisition of Shares by any person
or group other than the Parent or its affiliates; or (vi) the Board of
Directors of the Company shall have resolved to take any action described in
clause (i), (ii) or (v); or

     (e) by either the Company or Parent, if (i) any representation or warranty
of the other party set forth in the Merger Agreement that is qualified by
materiality shall not be true and correct or (ii) any representation or
warranty of the other party set forth in the Merger Agreement that is not so
qualified shall not be true and correct in all material respects; provided,
that, if such misrepresentation is curable prior to the Final Date through the
exercise of commercially reasonable efforts and for so long as the other party
continues to exercise such commercially reasonable efforts, neither the Company
nor Parent, respectively, may terminate the Merger Agreement pursuant to this
paragraph; or

     (f) by either the Company or Parent, upon a breach of any covenant or
agreement set forth in the Merger Agreement by the other party; provided, that,
if such breach is curable prior to the Final Date through the exercise of
commercially reasonable efforts and for so long as the other party continues to
exercise such commercially reasonable efforts, neither the Company nor Parent,
respectively, may terminate the Merger Agreement pursuant to this paragraph;



                                       31
<PAGE>

     (g) by the Company, in the event the Company receives a Superior Proposal
that Parent fails to match so long as the Company has not breached any of its
obligations with respect to solicitation of Acquisition Proposals; or

     (h) by the Company, if Parent fails to execute the Amended Note and
advance funds thereunder in accordance with the terms thereof.

     The Merger Agreement provides that, in the event of termination of the
Merger Agreement by either Parent or the Company pursuant to the provisions
described above, the Merger Agreement will become void and there will be no
liability or obligation thereunder on the part of Parent or the Company, except
that (i) certain provisions regarding termination and fees and expenses shall
survive termination, and (ii) no party shall be relieved of liability for any
breach of the Merger Agreement.

     In the event that the Merger Agreement is terminated by either the Company
or Parent for any reason other than (i) pursuant to paragraphs (a) or (h) above
or (ii) pursuant to paragraphs (b), (e) or (f) above as a result of Parent's
breach of the Merger Agreement or any inaccuracy of representations or
warranties of Parent made in the Merger Agreement, the outstanding principal
balance of the Amended Note shall be increased by $350,000 and the Company
shall reimburse Parent for all reasonable out-of-pocket expenses and fees
incurred in connection with the Offer and the Merger. In the event that the
Merger Agreement is rightfully terminated by the Company pursuant to paragraphs
(b), (e) or (f) above as a result of Parent's breach of the Merger Agreement or
inaccuracy of representations or warranties of Parent made in the Merger
Agreement, provided that the Company is not in breach of any agreement,
covenant, representation or warranty made in the Merger Agreement, the
outstanding principal balance of the Amended Note shall be reduced by $350,000.

     CONFIDENTIALITY AGREEMENT. The following is a summary of the
Confidentiality Agreement, dated as of June 20, 2002, between Parent and the
Company (the "Confidentiality Agreement"). The summary is qualified in its
entirety by reference to the Confidentiality Agreement, a copy of which has
been filed with the Commission as an exhibit to the Schedule TO. The
Confidentiality Agreement can be inspected at, and copies may be obtained from,
the same places and in the manner set forth in Section 7--"Certain Information
Concerning the Company".

     Pursuant to the Confidentiality Agreement, each of Parent and the Company
has agreed for a period of one year from June 20, 2002 to (a) keep in
confidence and prevent the unauthorized use or disclosure to any unauthorized
person or persons of all information or data (the "Confidential Information")
received from the other party for the sole purpose of evaluating the
technologies, products and product specifications of such party, which
Confidential Information is designated in writing, or by an appropriate stamp
or legend, by the disclosing party to be of a proprietary or confidential
nature and (b) use such Confidential Information only for such stated purpose.

     Neither party shall be liable for use or disclosure of Confidential
Information if such information (a) is in the pubic domain at the time of
disclosure, (b) is known to the receiving party at the time of disclosure, (c)
is used or disclosed with the prior written approval of the disclosing party,
(d) is used or disclosed after five years from the June 20, 2002, (e) is
independently developed by the receiving party or (f) becomes known to the
receiving party from a source other than the disclosing party without a breach
of the Confidentiality Agreement.

     TENDER AGREEMENT. The following is a summary of the Tender Agreement,
dated as of August 12, 2002, among Parent, the Purchaser and the following
stockholders of the Company: Crosspoint Ventures Partners Q LLP, Crosspoint
Ventures Partners LLP, Life Investors Insurance Company of America, John Wood
and Llavan Fernando. The summary is qualified in its entirety by reference to
the Tender Agreement, a copy of which has been filed with the Commission as an
exhibit to the Schedule TO. The Tender Agreement can be inspected at, and
copies may be obtained from, the same places and in the manner set forth in
Section 7--"Certain Information Concerning the Company".

     Pursuant to the Tender Agreement, each stockholder party to such Tender
Agreement agrees to validly tender to the Purchaser, in accordance with the
Offer, all Shares beneficially owned by such stockholder and to not withdraw
such Shares, except following termination of the Offer without purchase by the
Purchaser of such Shares or termination of the Merger Agreement. Each such
stockholder also agrees to convert any shares of Series B Convertible Preferred
Stock owned by such stockholder into Shares and tender such Shares in the Offer
if the Minimum Condition has been satisfied or would be satisfied thereby.


                                       32
<PAGE>

     Each stockholder party to the Tender Agreement further agrees, at any
stockholders meeting, to appear at such meeting and (a) vote all of its Shares
in favor of the approval of the Merger Agreement and the transactions
contemplated thereby, (b) vote all of its Shares against any action or agreement
that would delay, impede, interfere with or discourage the consummation of the
transactions contemplated by the Merger Agreement and (c) vote all of its Shares
against (other than the Merger Agreement and the transactions contemplated
thereby) (i) any extraordinary corporate transaction or agreement therefor
involving the Company or its subsidiaries, (ii) any sale, transfer, pledge,
encumbrance, assignment or other disposition of, or the execution of any
contract, option or other arrangement or understanding with respect to the sale,
transfer, pledge, encumbrance, assignment or other disposition of, the Shares,
(iii) any change in the majority of the Board of Directors, (iv) any change in
the capitalization of the Company, (v) any amendment of the Company's
certificate of incorporation or by-laws or (vi) any other material change in the
Company's corporate structure or business or change in any manner of the voting
rights of the Company's common stock (any matter under clauses (a), (b) or (c),
a "Subject Proposal"). Each stockholder party to the Tender Agreement
irrevocably grants to and appoints Parent and the Purchaser, or any individual
designated by either of them, as its proxy to vote its Shares in a manner
consistent with this paragraph.


     The Tender Agreement shall terminate on the first to occur of (a) the
Effective Time, (b) the receipt by a stockholder party to the Tender Agreement
of a notice of termination by Parent, (c) if the Merger Agreement has been
terminated due to a breach by Parent or the Purchaser, the date of such
termination or (d) if the Merger Agreement has been terminated (other than due
to a breach by Parent or the Purchaser), the date that is six months from the
later of (i) the date of the stated maturity of the Amended Note and (ii) the
date in which all outstanding loans and other obligations under the Amended
Note are fully paid and satisfied.


     CONVERTIBLE PROMISSORY NOTE. The following is a summary of the Amended
Note. The summary is qualified in its entirety by reference to the Amended
Note, a copy of which has been filed with the Commission as an exhibit to the
Schedule TO. The Amended Note can be inspected at, and copies may be obtained
from, the same places and in the manner set forth in Section 7--"Certain
Information Concerning the Company".


     Pursuant to the Amended Note, which amends and restates in its entirety
the Original Note, the Company and Crossvue, Inc. (its wholly owned subsidiary)
jointly and severally promise to pay to the order of Parent the principal
amount of $3,500,000, or any lesser outstanding principal amount, plus interest
at the rate of 10% per annum thereon, on December 31, 2002. The Company and
Crossvue, Inc. are required to prepay the outstanding principal balance of the
Amended Note, plus accrued interest, on the date which either the Company,
Crossvue, Inc. or the Company's stockholders enter into a transaction with a
person other than Parent involving (a) a merger or consolidation of the Company
or Crossvue, Inc. with another person or the transfer of any portion of
outstanding capital stock or assets of the Company or Crossvue, Inc. to another
person or (b) a debt or equity financing by the Company or Crossvue, Inc.,
provided that, in the event the financing does not raise proceeds equal to or
in excess of $3,500,000, the mandatory prepayment shall be limited to 50% of
the net proceeds of such financing. In addition, the outstanding principal
balance of the Amended Note shall be increased or reduced, as applicable, in
the event that the Merger Agreement is terminated for certain specified
reasons. See "Merger Agreement--Termination".


     At any time, Parent may convert all or a portion of the unpaid principal
balance, plus accrued interest, of the Amended Note into such number of Shares
as is equal to the product of (A) a fraction, the numerator of which is the
then-outstanding balance of the Amended Note (including accrued and unpaid
interest) and the denominator of which is $5,000,000, and (B) the number of
Shares outstanding on a fully diluted basis.


     The Amended Note is secured by a security interest in substantially all of
the assets of the Company and Crossvue, Inc.


SECTION 12. DIVIDENDS AND DISTRIBUTIONS.


     As described above, the Merger Agreement provides that, subject to certain
exceptions, the Company shall not, and shall not permit any of its subsidiaries
to, without the prior written consent of Parent, (i) declare, set aside or pay
any dividend or other distribution (whether in cash, stock or property) with
respect to its capital stock, (ii) split, combine or reclassify any of its
capital stock or issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for, shares of its
capital stock or (iii) redeem, repurchase or otherwise acquire shares of its
capital stock.


                                       33
<PAGE>


SECTION 13.  EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE ACT
            REGISTRATION.

     MARKET FOR SHARES. The purchase of Shares pursuant to the Offer will
reduce the number of Shares that might otherwise trade publicly and could
adversely affect the liquidity and market value of the remaining Shares held by
the public.

     STOCK QUOTATION. The Shares are quoted on the OTC Bulletin Board.
According to the OTC Bulletin Board's guidelines, the Shares are eligible for
quotation on the OTC Bulletin Board if, among other things, the Company is
required to file periodic reports under the Exchange Act. If the registration
of the Shares under the Exchange Act is terminated as described below, the
Shares shall no longer be eligible for quotation on the OTC Bulletin Board.

     EXCHANGE ACT REGISTRATION. The Shares are currently registered under the
Exchange Act. Such registration under the Exchange Act may be terminated upon
application of the Company to the Commission if the Shares are neither listed
on a national securities exchange nor held by 300 or more holders of record.
Termination of registration under the Exchange Act would substantially reduce
the information required to be furnished by the Company to its stockholders and
to the Commission and would make certain provisions of the Exchange Act no
longer applicable to the Company, such as the short-swing profit recovery
provisions of Section 16(b) of the Exchange Act, the requirement of furnishing
a proxy statement pursuant to Section 14(a) of the Exchange Act in connection
with stockholders' meetings, the related requirement of furnishing an annual
report to stockholders and the requirements of Rule 13e-3 under the Exchange
Act with respect to "going private" transactions. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended, may be impaired or eliminated. The
Purchaser intends to seek to cause the Company to apply for termination of
registration of the Shares under the Exchange Act as soon after the completion
of the Offer as the requirements for such termination are met.

     If registration of the Shares is not terminated prior to the Merger, the
registration of the Shares under the Exchange Act will be terminated following
the consummation of the Merger.

SECTION 14. CONDITIONS OF THE OFFER.

     Notwithstanding any other provision of the Offer and subject to the terms
of the Merger Agreement, the Purchaser shall not be required to accept for
payment or, subject to any applicable rules and regulations of the Commission,
including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for, any tendered
Shares, and may amend the Offer or terminate the Offer, in each case,
consistent with the terms of the Merger Agreement and not accept for payment
any tendered Shares, if:

         (i) the Minimum Condition has not been satisfied;

         (ii) any necessary material approval, permit, authorization or consent
     of any governmental, administrative or regulatory agency shall not have
     been obtained;

         (iii) the Merger Agreement shall have been terminated in accordance
     with its terms; or

         (iv) at any time on or after the date of the Merger Agreement and prior
     to the Expiration Date, any of the following events shall occur and be
     continuing and shall not have resulted from the breach by Parent or the
     Purchaser of any of their obligations under the Merger Agreement:

         (a) there shall be any action or proceeding brought or threatened by
     any governmental entity or any person, or any statute, rule, regulation,
     judgment, order or injunction enacted, entered, enforced, promulgated or
     deemed applicable to the Offer or the Merger, seeking to (1) impose any
     material limitations on Parent's or the Purchaser's ownership or operation
     (or that of any of their respective subsidiaries or affiliates) of all or a
     material portion of their or the Company's businesses or assets or compel
     Parent or the Purchaser to dispose of or hold separate all or any portion
     of the business or assets of the Company or any of its subsidiaries or
     Parent or any of its subsidiaries, (2) prohibit the making or


                                       34
<PAGE>

     consummation of the Offer or the Merger, (3) impose material limitations on
     the ability of the Purchaser, or render the Purchaser unable, to accept for
     payment, pay for or purchase some or all of the Shares pursuant to the
     Offer and the Merger, or effectively to exercise full rights of ownership
     of the Shares, including, without limitation, the right to vote the Shares
     purchased by the Purchaser or Parent on all matters properly presented to
     the Company's stockholders, or (4) require the divestiture by Parent or the
     Purchaser of any Shares; or

         (b) (1) any representation or warranty of the Company contained in the
     Merger Agreement that is qualified as to materiality shall not be true and
     correct, or (2) any representation or warranty of the Company in the Merger
     Agreement that is not so qualified shall not be true and correct in all
     material respects, in each case as of the date of consummation of the Offer
     as though made on or as of such date (other than representations and
     warranties that by their terms address matters only as of another specified
     date, which shall be true and correct only as of such other specified
     date); or

         (c) the Company shall have breached or failed in any material respect
     to perform any obligation or to comply with any agreement or covenant of
     the Company to be performed by or complied with by it under the Merger
     Agreement; or

         (d) there shall have occurred an event, change, occurrence or
     development of a state of facts or circumstances having, or which would
     reasonably be expected to have, a Material Adverse Effect on the Company;
     or

         (e) there shall have occurred (1) any suspension or limitation of
     trading in securities generally on the New York Stock Exchange (which
     suspension or limitation shall continue for at least three hours) or any
     setting of minimum prices for trading on such exchange, (2) any banking
     moratorium declared by the U.S. federal or New York authorities or any
     suspension of payments in respect of banks in the United States, (3) any
     material limitation (whether or not mandatory) by any governmental entity
     on the extension of credit by commercial banks or other commercial lending
     institutions, (4) a commencement of a war or armed hostilities or other
     national or international calamity directly or indirectly involving the
     United States or (5) in the case of any of the foregoing existing on the
     date hereof, a material acceleration or worsening thereof;

which, in the reasonable judgment of Parent or the Purchaser, in any such case
set forth in clauses (a)-(e), and regardless of the circumstances (including
any action or inaction by Parent or the Purchaser) giving rise to such
condition makes it inadvisable to proceed with the Offer and/or with such
acceptance for payment or, of payment for, Shares.

     A "Material Adverse Effect" as to the Company means a material adverse
effect or impact upon the assets, financial condition, results of operations,
business or prospects of the Company on a consolidated basis, or on the
Company's ability to consummate the transactions contemplated by the Merger
Agreement.

     Subject to the terms of the Merger Agreement, the foregoing conditions are
for the sole benefit of Parent and the Purchaser subject to the terms of the
Merger Agreement and may be waived by Parent or the Purchaser, in whole or in
part, at any time and from time to time, in their sole discretion. The failure
by Parent or the Purchaser at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to
time.

SECTION 15. CERTAIN LEGAL MATTERS.

     GENERAL. Except as otherwise disclosed herein, neither Parent nor the
Purchaser is aware of (i) any license or regulatory permit that appears to be
material to the business of the Company and its subsidiaries, taken as a whole,
that might be adversely affected by the acquisition of Shares by the Purchaser
pursuant to the Offer, the Merger or otherwise or (ii) any approval or other
action by any governmental, administrative or regulatory agency or authority,
domestic or foreign, that would be required for the acquisition or ownership of
Shares by the Purchaser as contemplated herein. Should any such approval or
other action be required, the Purchaser currently contemplates that it would
seek such approval or action. The Purchaser's obligation under the Offer to
accept for payment and pay for Shares is subject to certain conditions. See
Section 14--"Conditions of the Offer".


                                       35
<PAGE>

     STATE TAKEOVER LAWS. The Company is incorporated under the laws of the
State of Delaware. In general, Section 203 of the DGCL prevents an "interested
stockholder" (generally a person who owns or has the right to acquire 15% or
more of a corporation's outstanding voting stock, or an affiliate or associate
thereof) from engaging in a "business combination" (defined to include mergers
and certain other transactions) with a Delaware corporation for a period of
three years following the date such person became an interested stockholder
unless, among other things, prior to the date the interested stockholder became
an interested stockholder, the board of directors of the corporation approved
either the business combination or the transaction in which the interested
stockholder became an interested stockholder. The Company has represented to
Parent and the Purchaser in the Merger Agreement that the Board of Directors of
the Company has taken all action necessary to render Section 203 of the DGCL
inapplicable to the Offer, the Merger, the Merger Agreement and the
transactions contemplated thereby.

     A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, stockholders, principal executive offices or principal
places of business, or whose business operations otherwise have substantial
economic effects, in such states. In EDGAR V. MITE CORP., the Supreme Court of
the United States invalidated on constitutional grounds the Illinois Business
Takeover Statute, which, as a matter of state securities law, made takeovers of
corporations meeting certain requirements more difficult. However, in 1987 in
CTS CORP. V. DYNAMICS CORP. OF AMERICA, the Supreme Court held that the State
of Indiana may, as a matter of corporate law and, in particular, with respect
to those aspects of corporate law concerning corporate governance,
constitutionally disqualify a potential acquiror from voting on the affairs of
a target corporation without the prior approval of the remaining stockholders.
The state law before the Supreme Court was by its terms applicable only to
corporations that had a substantial number of holders in the state and were
incorporated there.

     The Company, directly or through subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. The Purchaser does not believe that any state takeover statutes
apply to the Offer. Neither Parent nor the Purchaser has currently complied
with any state takeover statute or regulation. The Purchaser reserves the right
to challenge the applicability or validity of any state law purportedly
applicable to the Offer or the Merger and nothing in this Offer to Purchase or
any action taken in connection with the Offer or the Merger is intended as a
waiver of such right. In the event it is asserted that one or more state
takeover laws is applicable to the Offer or the Merger, and an appropriate
court does not determine that it is inapplicable or invalid as applied to the
Offer or the Merger, the Purchaser might be required to file certain
information with, or receive approvals from, the relevant state authorities.

     In addition, if enjoined, the Purchaser might be unable to accept for
payment any Shares tendered pursuant to the Offer, or be delayed in continuing
or consummating the Offer and the Merger. In such case, the Purchaser may not
be obligated to accept for payment any Shares tendered. See Section 14--
"Conditions of the Offer".

     APPRAISAL RIGHTS/DISSENTERS' RIGHTS. No appraisal rights or dissenters'
rights are available to Holders in connection with the Offer.

   (a)        Delaware Law.

     However, if the Merger is consummated, a Holder of Shares will have
certain rights under Section 262 of the DGCL to dissent and demand appraisal
of, and payment in cash for the fair value of, such Holder's Shares. Those
rights, if the statutory procedures are complied with, could lead to a judicial
determination of the fair value (excluding any value arising from the Merger)
required to be paid in cash to dissenting stockholders for their Shares. Any
judicial determination of the fair value of Shares could be based upon
considerations other than or in addition to the Offer Consideration and the
market value of the Shares, including asset values and the investment value of
the Shares. The value so determined could be more or less than the Offer
Consideration. Failure to follow the steps required by Section 262 of the DGCL
for perfecting appraisal rights may result in the loss of those rights.

     If a Holder who demands appraisal under Section 262 of the DGCL fails to
perfect, or effectively withdraws or loses, its right to appraisal, as provided
in the DGCL, the Shares of such Holder will be converted into the Merger
Consideration in accordance with the Merger Agreement. A Holder may withdraw
his demand for appraisal by delivering to the Purchaser a written notice
withdrawing such demand for appraisal and accepting the Merger.


                                       36
<PAGE>

     The foregoing summary of the rights of objecting Holders does not purport
to be a complete statement of the procedures to be followed by Holders desiring
to exercise any available appraisal rights.

     The preservation and exercise of appraisal rights require strict adherence
to the applicable provisions of the DGCL. The provisions of Section 262 of the
DGCL are complex and technical in nature. Holders desiring to exercise their
appraisal rights may wish to consult counsel, since the failure to comply
strictly with these provisions will result in the loss of their appraisal
rights.

   (b)        California Law.

     Each holder of Shares who does not vote in favor of the Merger and who
follows the procedures set forth in Section 1300 of the California General
Corporations Law ("CGCL") will be entitled thereunder to have Shares purchased
by the Company for cash at their fair market value. The fair market value of
Shares will be determined as of the day before the first announcement of the
terms of the proposed Merger, excluding any appreciation or depreciation in
consequence of the proposed Merger.

     Within ten days after approval of the Merger by the Company stockholders,
if required, the Company must mail a notice of such approval (the "Approval
Notice") to holders of shares which were not voted in favor of the Merger,
together with a statement of the price determined by the Company to represent
the fair market value of the applicable dissenting shares, a brief description
of the procedures to be followed in order for the stockholder to pursue
dissenters' rights, and a copy of Sections 1300-1304 of the CGCL. The statement
of price by the Company constitutes an offer by the Company to purchase all
dissenting shares at the stated amount. A stockholder of the Company electing to
exercise dissenters' rights must:

     (a) not vote any of the shares the stockholder wishes to be dissenting
   shares in favor of the Merger;

     (b) make written demand upon the Company not later than 30 days after the
   date on which the Approval Notice is mailed to such stockholder, setting
   forth in the demand such stockholder's name and address, and the number and
   class of shares which the stockholder demands that the Company purchase and
   a statement as to what the stockholder believes the fair market value of
   such shares to have been, based upon the standard set forth above; and

     (c) submit for endorsement, within 30 days after the date on which the
   Approval Notice is mailed to such stockholder, at the principal office of
   the Company, the certificates representing any shares in regard to which
   demand for purchase is being made, with a statement as to which of the
   shares are dissenting shares or, if the shares are uncertified securities,
   written notice of the numbers of shares which the stockholder demands that
   the Company purchase.

Simply not voting to approve the Merger will not be sufficient to constitute
the demand described in clause (b) above.

     If the Company denies that the shares are dissenting shares, or if the
Company and the stockholder fail to agree upon the fair market value of shares
of the Company stock, then within six months after the date that the Approval
Notice was mailed to stockholders, any stockholder who has made a valid written
purchase demand and who has not voted in favor of approval and adoption of the
Merger may file a complaint in superior court requesting a determination as to
whether the shares are dissenting shares or as to the fair market value of such
holders' shares of the Company Stock.

     The court will determine whether the stockholder is entitled to appraisal
rights and will appraise the fair market value of the appraisal shares as of
the day before the first announcement of the terms of the proposed Merger,
excluding any appreciation or depreciation in consequence of the proposed
Merger. Stockholders considering seeking appraisal should be aware that the
fair market value of their appraisal shares as determined by the court could be
more than, the same as or less than the value of the consideration they would
receive pursuant to the Merger Agreement. The costs of the action, including
the reasonable compensation of an appraiser appointed by the court, if
necessary, shall be assessed or apportioned as the court considers equitable,
but if the appraisal exceeds the price offered by the Company, the Company
shall be required to pay the costs.

     Holders of dissenting shares continue to have all the rights and
privileges incident to their shares, until the fair market value of their
shares is agreed upon or determined. Any cash dividends declared and paid by
the Company upon dissenting shares after the date of the approval of the Merger
and prior to the payment for the shares shall be credited against the total
amount to be paid by the Company therefor.


                                       37
<PAGE>

     A dissenting shareholder may not withdraw a demand for payment unless the
Company consents to such withdrawal.

     GOING PRIVATE TRANSACTIONS. Rule 13e-3 under the Exchange Act is
applicable to certain "going private" transactions. The Purchaser does not
believe that Rule 13e-3 will be applicable to the Merger, unless, among other
things, the Merger is completed more than one year after termination of the
Offer.

     If applicable, Rule 13e-3 would require, among other things, that certain
financial information regarding the Company and certain information regarding
the fairness of the Merger and the consideration offered to stockholders of the
Company therein be filed with the Commission and disclosed to stockholders of
the Company prior to consummation of the Merger.

SECTION 16. FEES AND EXPENSES.

     Except as set forth below, neither Parent nor the Purchaser will pay any
fees or commissions to any broker, dealer or other person for soliciting
tenders of Shares pursuant to the Offer.

     The Purchaser and Parent have retained U.S. Stock Transfer Corporation as
the Depositary. The Depositary has not been retained to make solicitations or
recommendations in its role as Depositary. The Depositary will receive
reasonable and customary compensation for its services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith, including certain
liabilities under the United States federal securities laws.

     In addition, the Purchaser and Parent have retained Georgeson Shareholder
Communications, Inc. to act as the Information Agent in connection with the
Offer. The Information Agent will receive reasonable and customary compensation
for its services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities and expenses in
connection therewith, including certain liabilities under the United States
federal securities laws.

     Brokers, dealers, commercial banks and trust companies will be reimbursed
by the Purchaser for customary mailing and handling expenses incurred by them
in forwarding offering material to their customers.

SECTION 17. MISCELLANEOUS.

     The Purchaser is not aware of any jurisdiction where the making of the
Offer is prohibited by any administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, the Purchaser cannot comply with any such state
statute, the Offer will not be made to (and tenders will not be accepted from
or on behalf of) Holders in such state. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by one or more registered brokers or dealers which are licensed under
the laws of such jurisdiction.

     No person has been authorized to give any information or make any
representation on behalf of Parent or the Purchaser not contained in this Offer
to Purchase or in the Letter of Transmittal and, if given or made, such
information or representation must not be relied upon as having been
authorized.

     Parent and the Purchaser have filed with the Commission the Schedule TO,
together with exhibits, pursuant to Section 14(d)(1) of the Exchange Act and
Rule 14d-3 promulgated thereunder, furnishing certain additional information
with respect to the Offer, and may file amendments thereto. The Schedule TO and
any amendments thereto, including exhibits, may be inspected at, and copies may
be obtained from, the same places and in the manner set forth in Section
7--"Certain Information Concerning the Company--Available Information" (except
that they will not be available at the regional offices of the Commission).


                                    SYMBOL ACQUISITION CORP.

August 19, 2002

                                       38
<PAGE>

                                  SCHEDULE I


              INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
       OFFICERS OF SYMBOL TECHNOLOGIES, INC. AND SYMBOL ACQUISITION CORP.


     1. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF SYMBOL TECHNOLOGIES, INC.
Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments for the past five years
of each director and executive officer of Symbol Technologies, Inc. The
principal address of Symbol Technologies, Inc. and, unless indicated below, the
current business address for each individual listed below is One Symbol Plaza,
Holtsville, New York 11742, Telephone: (631) 738-2400. Each such person is,
unless indicated below, a citizen of the United States of America. Directors
are identified by an asterisk. To the knowledge of Symbol Technologies, Inc.,
during the last five years, none of such persons has been (a) convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors, or
(b) a party to a civil proceeding of a judicial or administrative body, the
result of which was a judgment or decree enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.




<TABLE>
<CAPTION>
 NAME AND CURRENT BUSINESS ADDRESS           PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
-----------------------------------   -------------------------------------------------------
<S>                                   <C>
Richard Bravman* ..................   Vice Chairman of the Board of Directors and Chief
                                      Executive Officer of Symbol Technologies, Inc.
                                      President and Director of Symbol Acquisition Corp.

George Bugliarello* ...............   Director of Symbol Technologies, Inc. Chancellor of
                                      Polytechnic University
 c/o  Polytechnic University
      6 Metrotech Center
      Brooklyn, New York 11201

Carole DeMayo .....................   Senior Vice President--Human Resources of Symbol
                                      Technologies, Inc.

Ron Goldman .......................   Senior Vice President, General Manager--Marketing and
                                      Business Development of Symbol Technologies, Inc.

Leonard H. Goldner ................   Executive Vice President, General Counsel and
                                      Secretary of Symbol Technologies, Inc. Director, Vice
                                      President, Secretary and Assistant Treasurer of Symbol
                                      Acquisition Corp.

Leo A. Guthart* ...................   Director of Symbol Technologies, Inc. Managing Partner
                                      of Topspin Partners, L.P.
 c/o Topspin Partners, L.P.
     3 Expressway Plaza, Suite 100
     Roslyn Heights, New York 11577

Kenneth V. Jaeggi .................   Senior Vice President--Finance and Chief Financial
                                      Officer of Symbol Technologies, Inc.

Joseph Katz .......................   Senior Vice President--Research and Development of
                                      Symbol Technologies, Inc.

Robert Korkuc .....................   Vice President, Chief Accounting Officer of Symbol
                                      Technologies, Inc. Vice President, Treasurer and
                                      Assistant Secretary of Symbol Acquisition Corp.

Harvey P. Mallement* ..............   Director of Symbol Technologies, Inc. General Partner
                                      of Harvest Partners, Inc.
 c/o Harvest Partners, Inc.
     280 Park Avenue, 33rd Floor
     New York, New York 10017
</TABLE>

                                      I-1
<PAGE>


<TABLE>
<CAPTION>
    NAME AND CURRENT BUSINESS ADDRESS              PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
-----------------------------------------   --------------------------------------------------------
<S>                                         <C>
Raymond R. Martino* .....................   Vice Chairman of the Board of Symbol Technologies,
                                            Inc. Retired; formerly President and Chief Operating
                                            Officer of Symbol Technologies, Inc.

Boris Metlitsky .........................   Senior Vice President--Corporate Engineering of Symbol
                                            Technologies, Inc.

William Nuti ............................   President and Chief Operating Officer of Symbol
                                            Technologies, Inc.

Satya Sharma ............................   Senior Vice President, General Manager--Worldwide
                                            Operations of Symbol Technologies, Inc.

James Simons* ...........................   Director of Symbol Technologies, Inc. President of
                                            Renaissance Technologies Corporation
 c/o Renaissance Technologies Corporation
     800 Third Avenue, 33rd Floor
     New York, New York 10022

Jerome Swartz* ..........................   Chairman of the Board of Directors, Chief Scientist and
                                            Director of Symbol Technologies, Inc.
</TABLE>

     Mr. Bravman has been employed by Parent since 1978. In 2001, he
established Parent's Integrated Systems Division. For six months prior to that,
he served as Senior Vice President and General Manager of Parent's Western Area
Sales and Services. From 1995 until early 2001 Mr. Bravman served as Senior
Vice President and General Manager of the Mobile and Wireless Systems Division.
Prior to that, he held various senior management positions including 12 years
as Parent's Chief Marketing Officer.

     Dr. Bugliarello has been Chancellor of Polytechnic University since July
1994. For the prior 21 years, he was President of Polytechnic University. He
has been a member of several scientific organizations including past Chairman
of the Board of Science and Technologies for International Development of the
National Academy of Sciences. He is a member of the National Academy of
Engineering and the Council on Foreign Relations. He is a member of the Board
of Directors of several organizations including Comtech Laboratories.

     Ms. DeMayo has been employed by Parent for more than the past eight years
in various human resource positions.

     Mr. Goldman joined Parent in February 1992 and has served in various
legal, managerial and business development positions.

     Mr. Goldner joined Parent in September 1990. From September 1979 until
August 1990, he was a partner of the New York law firm of Shereff, Friedman,
Hoffman & Goodman, which was securities counsel to Parent.

     Dr. Guthart is currently employed as the Managing Partner of Topspin
Partners, L.P., a private equity management company. He previously served as
Executive Vice President of the Honeywell Corporation. He also was Vice
Chairman of the Board of Pittway Corporation from 1987 until 2000 and served as
Chief Executive Officer of its Security Group for many years. This group
includes ADEMCO, a manufacturer of alarm equipment; ADI, the largest U.S.
distributor of security equipment; First Alert Professional Security Systems, a
brand name marketing program for alarm dealers; and AlarmNet, a cellular radio
service that transmits alarm and security signals in major U.S. cities. He has
also served as Chairman of Security and Fire Solutions at Honeywell
International since February 2000. Dr. Guthart has served as a director of the
Acorn Fund, a growth-oriented mutual fund, since 1997. Since 1996, he has also
served as non-executive Chairman of Cylink Corporation, a supplier of
information security encryption equipment, and since 1993 as a director of
AptarGroup, Inc., a producer of dispensing valves, pumps and closures for the
pharmaceutical and fragrance industries. From 1960 to 1963 Dr. Guthart served
on the faculty of Harvard Business School and from 1993 to 1996 he was Chairman
of the Board of Trustees of Hofstra University.

     Mr. Jaeggi joined Parent in May 1997. From May 1996 to May 1997, he was a
member of the Office of the Chairman and the Operating Committee of
Electromagnetic Sciences in Atlanta, Georgia. From December 1992 until May
1996, Mr. Jaeggi served as Senior Vice President, Chief Financial Officer and


                                      I-2
<PAGE>

consultant of Scientific-Atlanta, Inc., a leading producer of cable network and
satellite communications systems. From June 1988 to December 1992, he was
President and Chief Executive Officer of Imagraph Corporation, a developer and
manufacturer of graphics and imaging hardware and software for application
specific workstations. Mr. Jaeggi served as Vice President, Chief Financial
officer and consultant to Data General Corporation from June 1980 until June
1988.

     Dr. Katz joined Parent in January 1989 and has held several positions in
Research and Development. From May 1981 until January 1989, Dr. Katz held a
number of positions at the Jet Propulsion Laboratory of the California
Institute of Technology, the most recent of which was as Technical Group
Supervisor.

     Mr. Korkuc joined Parent in October 1990 and has served in various finance
and accounting positions. He is a member of the American Institute of Certified
Public Accountants and the New York State Society of Certified Public
Accountants.

     Mr. Mallement is a founding and General Partner of Harvest Partners, Inc.,
a private equity and leveraged buyout investment management company formed in
April 1981. He serves on the board of several of Harvest's portfolio companies
including Community Distributors, Inc., a retail drugstore chain, Edgen
Corporation, a value added distributor of carbon and specialty steel pipe
utilized in the energy industry, Home Care Industries, Inc., a leading
manufacturer of vacuum cleaner filter bags and air filtration products, Home
Care Supply, Inc., the largest privately held provider of home healthcare
supplies and equipment, Logisco Inc., an integrated third party logistics
company and priNexus, Inc. a marketing communications company providing, on an
integrated basis, the creation, production and distribution of electronic and
printed marketing materials.

     Mr. Martino was Parent's President and Chief Operating Officer from
December 1983 until June 1994. He is currently the Vice Chairman of the Board
of Directors of Parent and is employed by Parent on a part-time and consulting
basis.

     Dr. Metlitsky joined Parent in March 1983 and has served in various
technical and managerial positions.

     Mr. Nuti joined Parent in August 2002 with over 10 years of experience at
Cisco Systems, where he was most recently Senior Vice President responsible for
both the United States Theater Operations and Cisco's Worldwide Service
Provider business. Before joining Cisco in 1992, Mr. Nuti held management and
field sales positions at IBM Corporation, Network Equipment Technologies and
Netrix. The principal business address of Cisco Systems is 170 West Tasman
Drive, San Jose, California and its principal business is providing Internet
networking solutions.

     Dr. Sharma joined Parent in March 1995. Prior to joining Parent, Dr.
Sharma held various management positions at AT&T. From April 1990 to March
1995, Dr. Sharma served as Director of Quality of AT&T's Power Systems Division
and from January 1986 to April 1990 he was a Department Head at AT&T Bell Labs.

     Dr. Simons has been the President of Renaissance Technologies Corporation
since 1982. Renaissance Technologies Corporation is an investment firm
dedicated to the use of mathematical methods. From 1968 to 1975, Dr. Simons
served as Chairman of the Mathematics Department of S.U.N.Y. Stony Brook. Dr.
Simons has been a founder and director of Franklin Electronic Publishers since
1981 and Cylink Corporation since 1983. Dr. Simons has been Chairman of the
Board and a Director of Segue Software since 1988. Dr. Simons serves as Chair
Emeritus of the Stony Brook Foundation Board at S.U.N.Y. Stony Brook, is a
member of the Board of Governors of the New York Academy of Science, and is a
director of B.S.A., the management organization of Brookhaven National
Laboratories. Dr. Simons has taught mathematics at M.I.T. and Harvard
University and served as a cryptanalyst at the Institute of Defense Analysis in
Princeton.

     Dr. Swartz co-founded and has been employed by Parent since it commenced
operations in 1975. He has been the Chairman of the Board of Directors for more
than the past fifteen years, and served as Chief Executive Officer of Parent for
more than fifteen years until July 1, 2000. Dr. Swartz re-assumed the Chief
Executive Officer position on February 14, 2002. Dr. Swartz was an industry
consultant for 12 years in the areas of optical and electronic systems and
instrumentation. He is the author of more than 30 published technical papers,
and is credited with more than 160 issued and pending U.S. patents, including
Parent's basic patents in hand-held laser scanning. He is a member of the Board
of Trustees of Polytechnic University of New York and


                                      I-3
<PAGE>

a member of the Board of Directors of the Stony Brook University Foundation. He
is also a Fellow of the Institute of Electrical and Electronic Engineering and a
member elect of the National Academy of Engineering. He has been the recipient
of the Institute of Electrical and Electronic Engineers' Ernst Weber Leadership
Award for career achievement.

     2. DIRECTORS AND EXECUTIVE OFFICERS OF SYMBOL ACQUISITION CORP. Set forth
below is the name, present principal occupation or employment of each director
and executive officer of Symbol Acquisition Corp. For the material occupations,
positions, offices or employments for the past five years of each such director
and executive officer, please refer to item 1 of this Schedule I. Each person
identified below has held his position since August 1, 2002. The principal
address of Symbol Acquisition Corp. is One Symbol Plaza, Holtsville, New York
11742, Telephone: (631) 738-2400. The current business address for each
individual listed below, unless indicated below, is One Symbol Plaza,
Holtsville, New York 11742, Telephone (631) 738-2400. Each such person is,
unless indicated below, a citizen of the United States of America. Directors
are identified by an asterisk. To the knowledge of Symbol Acquisition Corp.,
during the last five years, none of such persons has been (a) convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors, or
(b) a party to a civil proceeding of a judicial or administrative body, the
result of which was a judgment or decree enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.




<TABLE>
<CAPTION>
 NAME AND CURRENT BUSINESS ADDRESS           PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
-----------------------------------   -------------------------------------------------------
<S>                                   <C>
Richard Bravman* ..................   Vice Chairman of the Board of Directors and Chief
                                      Executive Officer of Symbol Technologies, Inc.
                                      President and Director of Symbol Acquisition Corp.

Leonard H. Goldner* ...............   Executive Vice President, General Counsel and
                                      Secretary of Symbol Technologies, Inc. Director, Vice
                                      President, Secretary and Assistant Treasurer of Symbol
                                      Acquisition Corp.

Robert Korkuc .....................   Vice President, Chief Accounting Officer of Symbol
                                      Technologies, Inc. Vice President, Treasurer and
                                      Assistant Secretary of Symbol Acquisition Corp.
</TABLE>

     3. OWNERSHIP OF SHARES BY DIRECTORS AND EXECUTIVE OFFICERS. To the best
knowledge of Symbol Technologies, Inc. and Symbol Acquisition Corp., none of
the persons listed on this Schedule I beneficially owns or has a right to
acquire directly or indirectly any Shares, and none of the persons listed on
this Schedule I has effected any transactions in the Shares during the past 60
days.


                                      I-4
<PAGE>

     COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY SIGNED,
WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT BY EACH HOLDER OR SUCH HOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT
ONE OF THE ADDRESSES SET FORTH BELOW:

                       The Depositary for the Offer is:
                        U.S. Stock Transfer Corporation


<TABLE>
<S>                                 <C>                                <C>
           BY MAIL:                         BY FACSIMILE:               BY HAND/OVERNIGHT COURIER:
U.S. Stock Transfer Corporation   (For Eligible Institutions Only)   U.S. Stock Transfer Corporation
        1745 Gardena Avenue                (818) 502-1737                  1745 Gardena Avenue
    Glendale, California 91204                                          Glendale, California 91204
Attn: Reorganization Department                                      Attn: Reorganization Department
</TABLE>

                           FOR CONFIRMATION TELEPHONE:
                                 (818) 502-1404


     Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number as set forth below. Additional copies
of this Offer to Purchase, the Letter of Transmittal, or other related tender
offer materials may be obtained from the Information Agent or from brokers,
dealers, commercial banks or trust companies.


                    The Information Agent for the Offer is:





[GRAPHIC OMITTED]

GEORGESON SHAREHOLDER COMMUNICATIONS INC.





                          17 State Street, 10th Floor
                           New York, New York 10004

                   Banks and Brokerage Firms: (212) 440-9800


                   All Others Call Toll Free: (800) 249-1014



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(2)
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>




                             LETTER OF TRANSMITTAL


                               TO TENDER SHARES
                              OF COMMON STOCK OF


                                @POS.COM, INC.


                       PURSUANT TO THE OFFER TO PURCHASE
                           DATED AUGUST 19, 2002 BY
                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF
                           SYMBOL TECHNOLOGIES, INC.

+------------------------------------------------------------------------------+
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY |
|       TIME, ON MONDAY, SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED.     |
+------------------------------------------------------------------------------+


                        The Depositary for the offer is:

                         U.S. STOCK TRANSFER CORPORATION


                      By Mail, Hand or Overnight Delivery:
                         U.S. Stock Transfer Corporation
                               1745 Gardena Avenue
                           Glendale, California 91204
                         Attn: Reorganization Department


                                  By Facsimile:
                        (For Eligible Institutions Only)
                                 (818) 502-1737



                           For Confirmation Telephone:
                                 (818) 502-1404

                                ----------------

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE COPY NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.

     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     This Letter of Transmittal is to be completed by holders of Shares (as
such term is defined in the Offer to Purchase) (such holders of Shares,
collectively, the "Holders"), if certificates for Shares are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer to Purchase) is
utilized, if tenders of Shares are to be made by book-entry transfer into the
account of U.S. Stock Transfer Corporation, as Depositary (the "Depositary"),
at The Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC"),
in each case pursuant to the procedures set forth in Section 3--"Procedures for
Tendering Shares" of the Offer to Purchase. Holders who tender Shares by
book-entry transfer are referred to herein as "Book-Entry Holders".

     Any holders who desire to tender Shares and whose certificate(s)
evidencing such Shares (the "Certificates") are not immediately available, or
who cannot comply with the procedures for book-entry

<PAGE>

transfer described in the Offer to Purchase on a timely basis, may nevertheless
tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3--"Procedures for Tendering Shares" of the Offer to Purchase.
See Instruction 2 of this Letter of Transmittal. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.



<TABLE>
<CAPTION>
<S>                                                                 <C>             <C>                  <C>
+---------------------------------------------------------------------------------------------------------------------------------+
|                                                 DESCRIPTION OF SHARES TENDERED                                                  |
+---------------------------------------------------------------------------------------------------------------------------------+
|     NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)              |                                                              |
|                                                                  |                         SHARES TENDERED                      |
|(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON THE    |                                                              |
|  CERTIFICATE(S) OR ON THE SECURITY POSITION LISTING)             |               (ATTACH  ADDITIONAL LIST IF NECESSARY)         |
+------------------------------------------------------------------+--------------+---------------------+-------------------------+
|                                                                  |              |  TOTAL NUMBER OF    |                         |
|                                                                  | CERTIFICATE  |  SHARES EVIDENCED   |     NUMBER OF SHARES    |
|                                                                  |  NUMBER(S)*  |  BY CERTIFICATE(S)* |       TENDERED**        |
|                                                                  +--------------+---------------------+-------------------------+
|                                                                  |              |                     |                         |
|                                                                  +--------------+---------------------+-------------------------+
|                                                                  |              |                     |                         |
|                                                                  +--------------+---------------------+-------------------------+
|                                                                  |              |                     |                         |
|                                                                  +--------------+---------------------+-------------------------+
|                                                                  |   TOAL SHARES TENDERED                                       |
+---------------------------------------------------------------------------------------------------------------------------------+
|  *    Need not be completed by Book-Entry Holders.                                                                              |
|                                                                                                                                 |
|  **   Unless otherwise indicated, it will be assumed that all Shares evidenced by any Certificate(s)                            |
|       delivered to the Depositary are being tendered. See Instruction 4.                                                        |
+---------------------------------------------------------------------------------------------------------------------------------+
</TABLE>




                              BOOK-ENTRY TRANSFER
                              (SEE INSTRUCTION 2)
+------------------------------------------------------------------------------+
|  [ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO AN    |
|      ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER       |
|      FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY|
|      TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):           |
|                                                                              |
|      Name(s) of Tendering                                                    |
|      Institution(s):________________________________________________________ |
|                                                                              |
|      Account Number:________________________________________________________ |
|                                                                              |
|      Transaction Code Number:_______________________________________________ |
|                                                                              |
+------------------------------------------------------------------------------+


                           PRIOR GUARANTEED DELIVERY
                              (SEE INSTRUCTION 2)

+------------------------------------------------------------------------------+
| [ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF          |
|     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE   |
|     FOLLOWING:                                                               |
|                                                                              |
|     Name(s) of Registered Holder(s):_______________________________________  |
|                                                                              |
|     Window Ticket Number (if any):_________________________________________  |
|                                                                              |
|     Date of Execution of Notice of Guaranteed Delivery:____________________  |
|                                                                              |
|     Name of Institution which Guaranteed Delivery:_________________________  |
|                                                                              |
|     Account Number (if delivered by Book-Entry Transfer):__________________  |
|                                                                              |
|     Transaction Code Number:_______________________________________________  |
+------------------------------------------------------------------------------+


+------------------------------------------------------------------------------+
| [ ] CHECK HERE IF TENDER IS BEING MADE IN RESPECT OF LOST, MUTILATED OR      |
|     DESTROYED CERTIFICATES. SEE INSTRUCTION 9.                               |
+------------------------------------------------------------------------------+



                                       2
<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW


              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     The undersigned hereby tenders to Symbol Acquisition Corp. (the
"Purchaser"), a Delaware corporation, and a wholly-owned subsidiary of Symbol
Technologies, Inc., a Delaware corporation ("Parent"), the above-described
Shares of @pos.com, Inc., a Delaware corporation (the "Company"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 12, 2002 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as they may be amended
and supplemented from time to time, together constitute the "Offer"). The
undersigned understands that the Purchaser reserves the right to assign to any
other direct or indirect wholly-owned subsidiary of Parent the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
the undersigned further understands that any such assignment will not relieve
the Purchaser of its obligations under the Offer and the Merger Agreement (as
hereinafter defined) and that any such assignment will in no way prejudice the
rights of tendering Holders to receive payment for the Shares validly tendered
(and not withdrawn) and accepted for payment pursuant to the Offer. This Offer
is being made pursuant to the Agreement and Plan of Merger, dated as of August
12, 2002 (as amended from time to time, the "Merger Agreement"), by and among
Parent, the Purchaser and the Company.

     Subject to, and effective upon, acceptance for payment of, and payment
for, the Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser, all right, title and
interest in and to all of the Shares that are being tendered hereby and any and
all dividends, distributions, rights or other securities issued or issuable in
respect of such Shares on or after August 19, 2002 (collectively,
"Distributions"), and irrevocably appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares and
all Distributions with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a) deliver such
Certificates and all Distributions and transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together with all
accompanying evidences of transfers and authenticity, to or upon the order of
the Purchaser, (b) present such Shares and all Distributions for transfer on
the books of the Company and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms and subject to the conditions of the Offer as set
forth in the Offer to Purchase.

     The undersigned hereby irrevocably appoints each designee of the Purchaser
as such attorney-in-fact and proxy of the undersigned, with full power of
substitution, to vote the Shares as described below in such manner as each such
attorney-in-fact and proxy (or any substitute thereof) shall deem proper in its
sole discretion, and to otherwise act (including pursuant to written consent)
to the full extent of the undersigned's rights with respect to the Shares and
all Distributions tendered hereby and accepted for payment by the Purchaser
prior to the time of such vote or action. All such proxies shall be considered
coupled with an interest in the tendered Shares and shall be irrevocable and
are granted in consideration of, and are effective upon, the acceptance for
payment of such Shares and all Distributions in accordance with the terms of
the Offer. Such acceptance for payment by the Purchaser shall revoke, without
further action, any other proxy or power of attorney granted by the undersigned
at any time with respect to such Shares and all Distributions and no subsequent
proxies or powers of attorney will be given (or, if given, will not be deemed
effective) with respect thereto by the undersigned. The designees of the
Purchaser will, with respect to the Shares for which the appointment is
effective, be empowered to exercise all voting and other rights as they in
their sole discretion may deem proper at any annual, special, adjourned or
postponed meeting of the Company's stockholders, by written consent or
otherwise, and the Purchaser reserves the right to require that, in order for
Shares or any Distributions to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares, the Purchaser must be able
to exercise all rights (including, without limitation, all voting rights) with
respect to such Shares and receive all Distributions.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and
all Distributions tendered hereby and that, when the same are


                                       3
<PAGE>

accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and the same will not be subject to any
adverse claim. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares and
all Distributions tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of the Purchaser any and
all Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be, subject to applicable
law, entitled to all rights and privileges as owner of any such Distributions
and may withhold the entire purchase price or deduct from the purchase price
the amount or value thereof, as determined by the Purchaser in its sole
discretion.

     No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Subject to the withdrawal rights set forth in Section 4--"Withdrawal Rights" of
the Offer to Purchase, the tender of the Shares and related Distributions
hereby made is irrevocable.

     The undersigned understands that tenders of the Shares pursuant to any of
the procedures described in Section 3--"Procedures for Tendering Shares" of the
Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions set forth in the Offer. Without limiting the generality of
the foregoing, if the price to be paid in the Offer is amended in accordance
with the terms of the Merger Agreement, the price to be paid to the undersigned
will be amended. The undersigned recognizes that under certain circumstances
set forth in the Offer to Purchase, the Purchaser may not be required to accept
for payment any of the Shares tendered hereby.

     Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any Certificates
not tendered or not accepted for payment in the name(s) of the registered
Holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the
check for the purchase price and/or return any Certificates not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered Holder(s) appearing under "Description of Shares
Tendered". In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or issue any Certificates not so tendered or accepted for
payment in the name of, and deliver said check and/or return such Certificates
to, the person or persons so indicated. Unless otherwise indicated under
Special Payment Instructions, please credit any Shares tendered herewith by
book-entry transfer that are not accepted for payment by crediting the account
at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the Special
Payment Instructions, to transfer any Shares from the name(s) of the registered
holder(s) thereof if the Purchaser does not accept for payment any of the
Shares so tendered.


                                       4
<PAGE>

                         SPECIAL PAYMENT INSTRUCTIONS
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7)

 To be completed ONLY if Certificate(s) that are not tendered or that are not
 accepted for payment and/or the check for the purchase price of Shares
 accepted for payment are to be issued in the name of someone other than the
 undersigned, or if Shares tendered by book-entry transfer which are not
 accepted for payment are to be returned by credit to an account maintained at
 the Book-Entry Transfer Facility other than that designated above.

 [ ]  Issue check and Certificate(s) to:

      Name:_____________________________________________________________________
                                PLEASE TYPE OR PRINT


      Address:__________________________________________________________________


      __________________________________________________________________________

                                (INCLUDE ZIP CODE)



      __________________________________________________________________________

                 * (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)

                   (SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)

 [ ]  Credit Shares tendered by book-entry transfer that are not accepted for
      payment to the Book-Entry Transfer Facility account designated below.

      (DTC Account No.)________________________________________________________


     * Signature Guarantee required
================================================================================



                         SPECIAL DELIVERY INSTRUCTIONS
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7)

 To be completed ONLY if Certificate(s) that are not tendered or that are not
 accepted for payment and/or the check for the purchase price of Shares
 accepted for payment are to be sent to someone other than the undersigned, or
 to the undersigned at an address other than that shown above.

 Mail check and Certificate(s) to:______________________________________________

 Name:__________________________________________________________________________

 Please Type or Print Address:__________________________________________________

 _______________________________________________________________________________

 _______________________________________________________________________________
                                  (INCLUDE ZIP CODE)

 _______________________________________________________________________________

                  (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)

                  (SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)


________________________________________________________________________________

                                       5
<PAGE>

                                   IMPORTANT
                              HOLDER(S) SIGN HERE
                          (SEE INSTRUCTIONS 1 AND 5)
            (PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)

     Signature(s) of Holder(s):________________________________________________
     Date:____________, 2002


 (Must be signed by registered Holder(s) exactly as name(s) appear(s) on
 Certificate(s) or on a security position listing or by person(s) authorized to
 become registered Holder(s) by Certificate(s) and documents transmitted with
 this Letter of Transmittal. If signature is by trustee(s), executor(s),
 administrator(s), guardian(s), attorney(s)-in-fact, officers of corporations
 or other person(s) acting in a fiduciary or representative capacity, please
 provide the following information and see Instruction 5.)


 Name(s):______________________________________________________________________
                                (PLEASE PRINT)


 Capacity (Full Title):________________________________________________________

 Address:______________________________________________________________________

 ______________________________________________________________________________
                              (INCLUDE ZIP CODE)



  _____________________________________________________________________________
                     (DAYTIME AREA CODE AND TELEPHONE NO.)




  _____________________________________________________________________________
                (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)




 GUARANTEE OF SIGNATURE(S)
 (SEE INSTRUCTIONS 1 AND 5)


 Authorized Signature:_________________________________________________________

 Name:_________________________________________________________________________
                            (PLEASE TYPE OR PRINT)



 Title:________________________________________________________________________

 Name of Firm:_________________________________________________________________

 Address:______________________________________________________________________

 ______________________________________________________________________________
                              (INCLUDE ZIP CODE)



 Area Code and Telephone Number:_______________________________________________
 Date:________________, 2002







                                       6
<PAGE>

                                 INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. GUARANTEE SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered Holder(s) (which term, for purposes of this
document, includes any participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Shares) of the
Shares tendered herewith and such Holder(s) has not completed the box entitled
either "Special Payment Instructions" or "Special Delivery Instructions" on this
Letter of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 5 of this Letter of Transmittal.

     2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date (as defined
in the Offer to Purchase).

     Holders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis may nevertheless tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3--"Procedures for
Tendering Shares" of the Offer to Purchase. Pursuant to such procedure: (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by the Purchaser, must be received by the Depositary prior to the
Expiration Date; and (iii) Certificates, as well as a Letter of Transmittal (or
copy thereof), properly completed and duly executed with any required signature
guarantees (or, in the case of a book-entry delivery, an Agent's Message (as
defined in the Offer to Purchase), and all other documents required by this
Letter of Transmittal must be received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery.

     If Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal (or copy thereof)
must accompany each such delivery.

     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SHARES,
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION (AS DEFINED IN THE OFFER TO PURCHASE)). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

     No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering Holders, by execution of
this Letter of Transmittal (or a copy hereof), waive any right to receive any
notice of the acceptance of their Shares for payment.

     3. INADEQUATE SPACE. If the space provided under "Description of Shares
Tendered" is inadequate, the Share Certificate numbers and/or the number of
Shares should be listed on a separate schedule and attached hereto.

     4. PARTIAL TENDERS (Applicable to Certificate Holders Only; Not Applicable
to Shares Which are Tendered by Book-Entry Transfer). If fewer than all the
Shares evidenced by any Certificate submitted are to be tendered, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered". In such cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by Certificate(s) delivered to the Depositary will
be sent to the person signing this Letter of Transmittal, unless


                                       7
<PAGE>

otherwise provided in the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by Certificate(s) delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.

     5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered Holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Certificate(s) without alteration, enlargement or any change
whatsoever.

     If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If any of the tendered Shares are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of the Shares.

     If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and evidence satisfactory to the
Depositary and the Purchaser of such person's authority so to act must be
submitted.

     If this Letter of Transmittal is signed by the registered Holder(s) of the
Shares transmitted hereby, no endorsements of Certificate(s) or separate stock
powers are required unless payment is to be made to, or Certificate(s)
evidencing the Shares not tendered or not accepted for payment are to be issued
in the name of, a person other than the registered Holder(s). Signatures on
such Certificate(s) or stock powers must be guaranteed by an Eligible
Institution.

     If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of the Shares tendered hereby, the Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered Holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) or stock powers must be
guaranteed by an Eligible Institution.

     6. TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the
Purchaser will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of purchased Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Shares accepted for payment
is to be made to or, in the circumstances permitted hereby, if Certificate(s)
for the Shares not tendered or not accepted for payment are to be registered in
the name of, any person other than the registered holder, or if tendered
Certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered Holder or such person) payable on account of
the transfer to such person will be deducted from the purchase price for such
Shares if satisfactory evidence of the payment of such taxes, or exemption
therefrom, is not submitted.

     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Certificate(s) listed in this Letter
of Transmittal.

     7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price is to be issued in the name of, and/or Certificates for the Shares not
tendered or not accepted for payment are to be issued in the name of, a person
other than the signer of this Letter of Transmittal or if a check and/or such
Certificates for Shares are to be mailed to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. A
Book-Entry Holder may request that Shares not accepted for payment be credited
to such account maintained at the Book-Entry Transfer Facility as such
Book-Entry Holder may designate under "Special Payment Instructions". If no
such instructions are given, such Shares not accepted for payment will be
returned by crediting the account at the Book-Entry Transfer Facility
designated above.

     8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to, or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent at the address set
forth on the back cover of the Offer to Purchase or from your broker, dealer,
commercial bank or trust company.


                                       8
<PAGE>

     9. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any Certificates have
been lost, mutilated or destroyed, the Holder should promptly notify the
Depositary by checking the appropriate box on this Letter of Transmittal and
indicating the number of Shares lost. The Holder will then be instructed as to
the procedure to be followed in order to replace the relevant Certificates. This
Letter of Transmittal and related documents will not be processed until the
procedures for replacing lost, mutilated or destroyed Certificates have been
followed.

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR A COPY HEREOF, TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER, AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE.


                           IMPORTANT TAX INFORMATION

     Under United States federal income tax law, a tendering Holder may be
subject to backup withholding tax at a rate of 30% with respect to payments by
the Depositary pursuant to the Offer unless such Holder: (i) is a corporation
or other exempt recipient and, if required, establishes its exemption from
backup withholding; (ii) provides its correct taxpayer identification number
("TIN") and certifies that the TIN provided is correct (or that such Holder is
awaiting a TIN); or (iii) certifies that it is not currently subject to backup
withholding or certifies as to its non-United States status. If such Holder is
an individual, the TIN is his or her social security number. Completion of a
Substitute Form W-9, in the case of a U.S. Holder, provided in this Letter of
Transmittal, should be used for this purpose. Failure to provide such Holder's
TIN on the Substitute Form W-9, if applicable, may subject the tendering Holder
(or other payee) to a $50 penalty imposed by the Internal Revenue Service
("IRS") and payments that are made to such tendering Holder with respect to
Common Stock surrendered pursuant to the Offer may be subject to backup
withholding (see below). More serious penalties may be imposed for providing
false information which, if willfully done, may result in fines and/or
imprisonment. The box in part 3 of the Substitute Form W-9 may be checked if
the tendering Holder (or other payee) is required to submit a Substitute Form
W-9 and has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the tendering
Holder must also complete the attached Certificate of Awaiting Taxpayer
Identification Number in order to avoid backup withholding. If the box in Part
3 is so checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 30% on all such payments of the Offer
Price until a TIN is provided to the Depositary. A tendering Holder who checks
the box in Part 3 in lieu of furnishing his or her TIN should furnish the
Depository with his or her TIN as soon as it is received. In order for a
foreign Holder to qualify as an exempt recipient, that Holder should submit an
IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury,
attesting to that Holder's exempt status. Such forms can be obtained from the
Depositary. Tendering Holders are urged to consult their own tax advisers to
determine whether they are exempt from these backup withholding and reporting
requirements.

     If backup withholding applies to a tendering Holder, the Depository is
required to withhold 30% of any payments made to such Holder pursuant to the
Offer. Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained by filing a tax return with the IRS. The Depositary cannot refund
amounts withheld by reason of backup withholding.



                                       9
<PAGE>

                     PAYOR'S NAME:

<TABLE>
<CAPTION>
<S>                            <C>                                                    <C>
+---------------------------+--------------------------------------------------------------+-------------------------------------+
|SUBSTITUTE                 | PART 1 -- PLEASE PROVIDE YOUR NAME AND TIN IN THE            |                                     |
|FORM W-9                   | BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING               |                                     |
|Department of the Treasury | BELOW.                                                       | ___________________________________ |
|Internal Revenue Service   |                                                              |           Name                      |
|                           |                                                              |                                     |
+                           +--------------------------------------------------------------+                                     |
|                           |                                                              | ___________________________________ |
|Payor's Request for        | PART 2 Certification -- Under penalty of perjury, I certify  |    Social Security Number           |
|Taxpayer                   | that:                                                        |                                     |
|Identification             | (1) The number shown on this form is my correct Tax-         |                                     |
|Number (TIN)               |     payer Identification Number (or I am waiting for a       |                                     |
|                           |     number to be issued to me), and                          |              OR                     |
|                           | (2) I am not subject to backup withholding because (a) I     |                                     |
|Number (TIN)               |     am exempt from backup withholding, or (b) I have not     |                                     |
|                           |     been notified by the Internal Revenue Service (the       | ___________________________________ |
|                           |     "IRS") that I am subject to backup withholding as a      |    Employer Identification Number   |
|                           |     result of a failure to report all interest or dividends, |                                     |
|                           |     or (c) the IRS has notified me that I am no longer       |                                     |
|                           |     subject to backup withholding, and                       |                                     |
|                           | (3) I am a U.S. person (including a U.S. resident alien).    | ___________________________________ |
|                           |                                                              | PART 3--                            |
|                           |                                                              |                                     |
|                           |                                                              |                                     |
|                           |                                                              |          [ ]   Awaiting TIN         |
|                           |                                                              |                                     |
|                           |                                                              |                                     |
|                           +--------------------------------------------------------------+-------------------------------------+
|                           | CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been                     |
|                           | notified by the IRS that you are currently subject to backup withholding because of under-         |
|                           | reporting interest or dividends on your tax return. However, if after being notified by the        |
|                           | IRS that you were subject to backup withholding you received another notification from             |
|                           | the IRS that you are no longer subject to backup withholding, do not cross out such item           |
|                           | (2).                                                                                               |
|                           +----------------------------------------------------------------------------------------------------+
|                           | The Internal Revenue Service does not require your consent to any provision of this                |
|                           | document other than the certifications required to avoid backup withholding.                       |
|                           |                                                                                                    |
|                           | Signature ________________________________________________________________________________________ |
|  SIGN HERE                |                                                                                                    |
|                           | Date______________________________________________________________________________________________ |
|                           |                                                                                                    |
+---------------------------+----------------------------------------------------------------------------------------------------+

</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
                  SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
                           THE SUBSTITUTE FORM W-9.


+------------------------------------------------------------------------------+
|             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER           |
|                                                                              |
|     I certify under penalties of perjury that a taxpayer identification      |
|  number has not been issued to me, and either (1) I have mailed or delivered |
|  an application to receive a taxpayer identification number to the           |
|  appropriate Internal Revenue Service Center or Social Security              |
|  Administration Office, or (2) I intend to mail or deliver an application in |
|  the near future. I understand that if I do not provide a taxpayer           |
|  identification number by the time of payment, up to 30% of all reportable   |
|  payments made to me will be withheld.                                       |
|                                                                              |
|                                                                              |
|  Signature______________________________  Date_______________________, 20__  |
+------------------------------------------------------------------------------+

                                       10
<PAGE>

     Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal or other related tender offer
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.



                    The Information Agent for the Offer is:


                               [GRAPHIC OMITTED]

                   GEORGESON SHAREHOLDER COMMUNICATIONS INC.



                          17 State Street, 10th Floor
                           New York, New York 10004


                          Banks and Brokerage Firms:
                                (212) 440-9800


                          All Others Call Toll Free:
                                (800) 249-1014


                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(3)
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD SEEK YOUR OWN FINANCIAL
ADVICE IMMEDIATELY FROM YOUR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL
ADVISOR. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR REGISTERED HOLDINGS OF
SHARES (AS DEFINED BELOW), PLEASE FORWARD THIS DOCUMENT AND ALL ACCOMPANYING
DOCUMENTS TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR
TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

                         NOTICE OF GUARANTEED DELIVERY
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)


                     FOR TENDER OF SHARES OF COMMON STOCK
                                      OF
                                @POS.COM, INC.
                       PURSUANT TO THE OFFER TO PURCHASE
                             DATED AUGUST 19, 2002
                                      BY
                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF
                           SYMBOL TECHNOLOGIES, INC.


       As set forth under Section 3--"Procedures for Tendering Shares" in the
Offer to Purchase, dated August 19, 2002, and any supplements or amendments
thereto (the "Offer to Purchase"), this form (or a copy hereof) must be used to
accept the Offer (as defined in the Offer to Purchase) if (i) certificates (the
"Certificates") representing shares of common stock, par value $0.001 per share
(the "Shares"), of @pos.com, Inc., a Delaware corporation (the "Company"), are
not immediately available, (ii) if the procedures for book-entry transfer
cannot be completed on a timely basis or (iii) time will not permit
Certificates and all other required documents to reach U.S. Stock Transfer
Corporation (the "Depositary") prior to the Expiration Date (as defined in the
Offer to Purchase). This Notice of Guaranteed Delivery may be delivered by
hand, by mail or by overnight courier or transmitted by facsimile transmission
to the Depositary and must include a signature guarantee by an Eligible
Institution (as defined in the Offer to Purchase) in the form set forth herein.
See the guaranteed delivery procedures described in the Offer to Purchase under
Section 3--"Procedures for Tendering Shares".

                       THE DEPOSITARY FOR THE OFFER IS:


                        U.S. STOCK TRANSFER CORPORATION


                      BY MAIL, HAND OR OVERNIGHT DELIVERY:
                        U.S. Stock Transfer Corporation
                              1745 Gardena Avenue
                           Glendale, California 91204
                        Attn: Reorganization Department


                                 BY FACSIMILE:
                        (FOR ELIGIBLE INSTITUTIONS ONLY)
                                 (818) 502-1737
                          FOR CONFIRMATION TELEPHONE:
                                (818) 502-1404


       DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTION VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

       This Notice of Guaranteed Delivery is not to be used to guarantee a
signature. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>

Ladies and Gentlemen:

       The undersigned hereby tenders to Symbol Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Symbol Technologies, Inc., a
Delaware corporation, upon the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal, receipt of each of
which is hereby acknowledged, the number of Shares indicated below pursuant to
the Guaranteed Delivery Procedures described in the Offer to Purchase under
Section 3--"Procedures for Tendering Shares".


Name of Record Holder(s):______________________________________________________


Address(es):___________________________________________________________________



Area Code(s) and Tel. No(s).:__________________________________________________


Signature(s):__________________________________________________________________



Date:__________________________________________________________________________



Number of Shares:______________________________________________________________


Certificate Number(s) if available:____________________________________________

If Shares will be tendered by book-entry transfer check box:

[ ]  The Depository Trust Company Account Number:______________________________


                                       2
<PAGE>

                     THE GUARANTEE BELOW MUST BE COMPLETED
                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEE)

       The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), hereby guarantees that the undersigned will deliver to the
Depositary, at one of its addresses set forth above, either the Certificates
representing the Shares tendered hereby, in proper form for transfer, or
Book-Entry Confirmation (as defined in the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal, including any
required signature guarantees, or, in the case of book-entry delivery of
Shares, an Agent's Message (as defined in the Offer to Purchase), and any other
documents required by the Letter of Transmittal, all within three trading days
(as defined in the Offer to Purchase) after the date hereof.


                                 Name of Firm:


 ______________________________________________________________________________

 ______________________________________________________________________________


Address: ______________________________________________________________________

(Zip Code)_____________________________________________________________________

Area Code and Tel. No.:________________________________________________________


                             Authorized Signature:

 ______________________________________________________________________________

Name __________________________________________________________________________
                                (Please Print)


Title: ________________________________________________________________________

Date: _________________________________________________________________________


NOTE:    DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY;
         CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(4)
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>GUIDELINES FOR SUBSTITUTE FORM W-9
<TEXT>
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer.--Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                   GIVE THE                                                         GIVE THE
                                   SOCIAL                                                           EMPLOYER
FOR THIS TYPE OF ACCOUNT:          SECURITY                      FOR THIS TYPE OF ACCOUNT:          IDENTIFICATION
                                   NUMBER OF--                                                      NUMBER OF--
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                                <C>
1. Individual                      The Individual                6. Sole proprietorship             The owner(3)

2. Two or more individuals         The actual owner of the       7. A valid trust, estate,          The legal entity(4)
   (joint account)                 account or, if combined          or pension trust
                                   funds, the first individual
                                   on the account(1)             8. Corporate                       The corporation


3. Custodian account of a          The minor(2)                  9. Association, club, religious,   The organization
   minor (Uniform Gift to                                           charitable, educational, or
   Minors Act)                                                      other tax-exempt organization

4. a. The usual revocable          The grantor-trustee(1)       10. Partnership                     The partnership
      savings trust account
      (grantor is also trustee)                                 11. A broker or registered          The broker or nominee
                                                                    nominee

   b. So-called trust account      The actual owner(1)          12. Account with the Department     The public entity
      that is not a legal or valid                                  of Agriculture in the name of
      trust under state law                                         a public entity (such as a
                                                                    state or local government,
5. Sole proprietorship             The owner(3)                     school district, or prison)
                                                                    that receives agricultural
                                                                    program payments
</TABLE>


1     List first and circle the name of the person whose number you furnish. If
      only one person on a joint account has a social security number, that
      person's number must be furnished.

2     Circle the minor's name and furnish the minor's social security number.

3     You must show your individual name, but you may also enter your business
      or "doing business as" name. You may use either your social security
      number of your employer identification number (if you have one).

4     List first and circle the name of the legal trust, estate, or pension
      trust. (Do not furnish the taxpayer identification number of the personal
      representative or trustee unless the legal entity itself is not designated
      in the account title.)

      NOTE:
      If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.

<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSITITUTE FORM W-9

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING


Payees specifically exempted from withholding include:

 o An organization exempt from tax under Section 501(a), an individual
   retirement account (IRA), or a custodial account under Section 403(b)(7),
   if the account satisfies the requirements of Section 401(f)(2).

 o The United States or a state thereof, the District of Columbia, a possession
   of the United States, or a political subdivision or instrumentality of any
   one or more of the foregoing.

 o An international organization or any agency or instrumentality thereof.

 o A foreign government and any political subdivision, agency or
   instrumentality thereof.


Payees that may be exempt from backup withholding include:

 o A corporation.

 o A financial institution.

 o A dealer in securities or commodities required to register in the United
   States, the District of Columbia, or a possession of the United States.

 o A real estate investment trust.

 o A common trust fund operated by a bank under Section 584(a).

 o An entity registered at all times during the tax year under the Investment
   Company Act of 1940.

 o A middleman known in the investment community as a nominee or custodian.

 o A futures commission merchant registered with the Commodity Futures Trading
   Commission.

 o A foreign central bank of issue.

 o A trust exempt from tax under Section 664 or described in Section 4947.


Payments of dividends and patronage dividends generally exempt from backup
withholding include:

 o Payments to nonresident aliens subject to withholding under Section 1441.

 o Payments to partnerships not engaged in a trade or business in the United
   States and that have at least one nonresident alien partner.

 o Payments of patronage dividends not paid in money.

 o Payments made by certain foreign organizations.

 o Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

 o Payments of interest on obligations issued by individuals. Note: You may be
   subject to backup withholding if this interest is $600 or more and you have
   not provided your correct taxpayer identification number to the payer.


 o Payments of tax-exempt interest (including exempt-interest dividends under
   Section 852).


 o Payments described in Section 6049(b)(5) to nonresident aliens.


 o Payments on tax-free covenant bonds under Section 1451.


 o Payments made by certain foreign organizations.


 o Mortgage interest paid to you.


Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.


EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.


PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold up to 30% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and
not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>FORM OF LETTER TO BROKERS, DEALERS,
<TEXT>
<PAGE>


                          OFFER TO PURCHASE FOR CASH
                 ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
                                      OF


                                @POS.COM, INC.
                                      AT
                              $0.46 NET PER SHARE
                                      BY


                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF
                           SYMBOL TECHNOLOGIES, INC.

+------------------------------------------------------------------------------+
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY |
|      TIME, ON MONDAY, SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED.      |
+------------------------------------------------------------------------------+

                                                              August 19, 2002


To: BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:


     We have been appointed by Symbol Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly-owned subsidiary of Symbol Technologies, Inc., a
Delaware corporation ("Parent"), to act as Information Agent in connection with
the Purchaser's offer to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share (the "Shares"), of @pos.com, Inc., a
Delaware corporation (the "Company"), at a price of $0.46 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 19, 2002 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as they
may be amended and supplemented from time to time, together constitute the
"Offer"), copies of which are enclosed herewith. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
in your name or in the name of your nominee.


     Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:


     1. The Offer to Purchase, dated August 19, 2002.


     2. The Letter of Transmittal to tender Shares for your use and for the
        information of your clients. Facsimile copies of the Letter of
        Transmittal may be used to tender Shares.


     3. A letter to stockholders of the Company from John Wood, Chairman of the
        Board and Chief Executive Officer, together with a
        Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
        Securities and Exchange Commission by the Company and mailed to
        stockholders of the Company.

     4. The Notice of Guaranteed Delivery for Shares to be used to accept the
        Offer if the procedures for tendering Shares set forth in the Offer to
        Purchase cannot be completed prior to the Expiration Date (as defined in
        the Offer to Purchase).


     5. A printed form of letter which may be sent to your clients for whose
        accounts you hold Shares registered in your name or in the name of your
        nominee, with space provided for obtaining such clients' instructions
        with regard to the Offer.


     6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
        Identification Number on Substitute Form W-9.


     7. A return envelope addressed to the Depositary.


     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED.
<PAGE>

   Please note the following:

   1. The tender price is $0.46 per Share, net to the seller in cash, without
      interest thereon, as set forth in the Introduction to the Offer to
      Purchase.

   2. The Offer is conditioned upon, among other things, (i) there being
      validly tendered and not properly withdrawn prior to the Expiration Date
      (as defined in the Offer to Purchase) a number of Shares which represent
      at least a majority of the outstanding Shares on a fully diluted basis
      and (ii) certain other conditions. See the Introduction and Sections
      1--"Terms of the Offer" and 14--"Conditions of the Offer" of the Offer to
      Purchase.

   3. The Offer is being made for all of the issued and outstanding Shares.

   4. Tendering holders of Shares ("Holders") whose Shares are registered in
      their own name and who tender directly to U.S. Stock Transfer
      Corporation, as depositary (the "Depositary"), will not be obligated to
      pay brokerage fees or commissions or, except as set forth in Instruction
      6 of the Letter of Transmittal, transfer taxes on the Shares accepted for
      payment by the Purchaser pursuant to the Offer. However, federal income
      tax backup withholding at a rate of 30% may be required, unless an
      exemption is available or unless the required tax identification
      information is provided. See the "Important Tax Information" section of
      the Letter of Transmittal.

   5. The Offer and the withdrawal rights will expire at 12:00 midnight, New
      York City time, on Monday, September 16, 2002, unless the Offer is
      extended.

   6. The Board of Directors of the Company has unanimously (i) determined
      that the terms of each of the Offer and the merger (the "Merger") of the
      Purchaser with and into the Company are fair to, and in the best
      interests of, the Holders and declared that the Offer and the Merger are
      advisable, (ii) approved the Agreement and Plan of Merger (the "Merger
      Agreement"), dated as of August 12, 2002, by and among Parent, the
      Purchaser and the Company and the transactions contemplated thereby,
      including the Offer and the Merger and (iii) recommended that the Holders
      accept the Offer, tender their Shares pursuant to the Offer and (if
      required by applicable law) adopt the Merger Agreement.

   7. Notwithstanding any other provision of the Offer, payment for Shares
      accepted for payment pursuant to the Offer will be made only after timely
      receipt by the Depositary of (i) certificates evidencing such Shares (the
      "Certificates") or, if such Shares are held in book-entry form, timely
      confirmation of a book-entry transfer (a "Book-Entry Confirmation") of
      such Shares into the account of the Depositary at The Depository Trust
      Company, (ii) a properly completed and duly executed Letter of
      Transmittal or a copy thereof with any required signature guarantees (or,
      in the case of a book-entry transfer, an Agent's Message (as defined in
      the Offer to Purchase)) and (iii) any other documents required by the
      Letter of Transmittal. Accordingly, tendering Holders may be paid at
      different times depending upon when Certificates for Shares (or
      Book-Entry Confirmations with respect to Shares) are actually received by
      the Depositary. Under no circumstances will interest be paid on the
      purchase price of the Shares to be paid by the Purchaser, regardless of
      any extension of the Offer or any delay in making such payment.

     In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message), and all other documents required by the Letter of Transmittal
must be received by the Depositary, all in accordance with the instructions set
forth in the Letter of Transmittal and the Offer to Purchase.

     Any Holder who desires to tender Shares and whose Certificate(s)
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3--"Procedures for Tendering Shares" of the Offer
to Purchase.

     Neither Parent nor the Purchaser will pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer (other than the Depositary and the Information Agent as described in the
Offer to Purchase). The Purchaser will, however, upon request, reimburse you
for customary


                                       2
<PAGE>

mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Purchaser will pay or cause to be paid any
transfer taxes with respect to the transfer and sale of Shares accepted for
payment to it or its order pursuant to the Offer, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.

     Any inquiries you may have with respect to the Offer should be addressed
to Georgeson Shareholder Communications, Inc., the Information Agent for the
Offer, at 17 State Street, 10th Floor, New York, New York 10004, telephone
number (212) 440-9800.

     Requests for copies of the enclosed materials may also be directed to the
Information Agent at the above address and telephone number.

                              Very truly yours,


                              GEORGESON SHAREHOLDER COMMUNICATIONS, INC.


     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CAUSE YOU OR
ANY OTHER PERSON TO BE THE AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND
THE STATEMENTS CONTAINED THEREIN.


                                       3



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(6)
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>FORM OF LETTER TO BE USED BY BROKERS
<TEXT>
<PAGE>

                          OFFER TO PURCHASE FOR CASH
                 ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
                                      OF


                                @POS.COM, INC.
                                      AT
                              $0.46 NET PER SHARE
                                      BY


                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF
                           SYMBOL TECHNOLOGIES, INC.

+------------------------------------------------------------------------------+
|   THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK    |
|   CITY TIME, ON MONDAY, SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED.    |
+------------------------------------------------------------------------------+

                                                              August 19, 2002


TO OUR CLIENTS:

     Enclosed for your consideration are the Offer to Purchase, dated August
19, 2002 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") relating to the offer by Symbol Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Symbol
Technologies, Inc., a Delaware corporation ("Parent"), to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per share (the
"Shares"), of @pos.com, Inc., a Delaware corporation (the "Company"), at a
price of $0.46 per Share, net to the seller in cash, without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer. Any holders who desire to tender Shares and whose certificate(s)
evidencing such Shares (the "Certificates") are not immediately available, or
who cannot comply with the procedures for book-entry transfer described in the
Offer to Purchase on a timely basis, may tender such Shares by following the
procedures for guaranteed delivery set forth in Section 3--"Procedures for
Tendering Shares" of the Offer to Purchase.

     WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO
YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD
BY US FOR YOUR ACCOUNT.

     Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.

     Please note the following:

     1. The Offer Price is $0.46 per Share, net to the seller in cash, without
   interest thereon, as set forth in the Introduction to the Offer to Purchase.

     2. The Offer is conditioned upon, among other things, (i) there being
   validly tendered and not properly withdrawn prior to the Expiration Date
   (as defined in the Offer to Purchase) a number of Shares which represent at
   least a majority of the outstanding Shares on a fully diluted basis and
   (ii) certain other conditions. See the Introduction and Sections 1--"Terms
   of the Offer" and 14--"Conditions of the Offer" of the Offer to Purchase.

     3. The Offer is being made for all of the issued and outstanding Shares.


     4. Tendering holders of Shares ("Holders") whose Shares are registered in
   their own name and who tender directly to U.S. Stock Transfer Corporation,
   as depositary (the "Depositary"), will not be obligated
<PAGE>

   to pay brokerage fees or commissions or, except as set forth in Instruction
   6 of the Letter of Transmittal, transfer taxes on the Shares accepted for
   payment pursuant to the Offer. However, federal income tax backup
   withholding at a rate of 30% may be required, unless an exemption is
   available or unless the required tax identification information is
   provided. See the "Important Tax Information" section of the Letter of
   Transmittal.

     5. The Offer and withdrawal rights will expire at 12:00 midnight, New
   York City time, on Monday, September 16, 2002, unless the Offer is
   extended.

     6. The Board of Directors of the Company has unanimously (i) determined
   that the terms of each of the Offer and the merger (the "Merger") of the
   Purchaser with and into the Company are fair to, and in the best interests
   of, the Holders and declared that the Offer and the Merger are advisable,
   (ii) approved the Agreement and Plan of Merger (the "Merger Agreement"),
   dated as of August 12, 2002, by and among Parent, the Purchaser and the
   Company and the transactions contemplated thereby, including the Offer and
   the Merger and (iii) recommended that the Holders accept the Offer, tender
   their Shares pursuant to the Offer and (if required by applicable law)
   adopt the Merger Agreement.

    7. Notwithstanding any other provision of the Offer, payment for Shares
   accepted for payment pursuant to the Offer will be made only after timely
   receipt by the Depositary of (i) certificates evidencing such Shares (the
   "Certificates") or, if such Shares are held in book-entry form, timely
   confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
   Shares into the Depositary's account at The Depository Trust Company, (ii)
   a properly completed and duly executed Letter of Transmittal or a copy
   thereof with any required signature guarantees (or, in the case of a
   book-entry transfer, an Agent's Message (as defined in the Offer to
   Purchase)) and (iii) any other documents required by the Letter of
   Transmittal. Accordingly, tendering Holders may be paid at different times
   depending upon when Certificates for Shares (or Book-Entry Confirmations
   with respect to Shares) are actually received by the Depositary. Under no
   circumstances will interest be paid on the purchase price of the Shares to
   be paid by the Purchaser, regardless of any extension of the Offer or any
   delay in making such payment.

     If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth herein. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified below. An envelope to return your instructions to us is enclosed.
Your instructions should be forwarded to us in ample time to permit us to
submit a tender on your behalf prior to the Expiration Date.

     The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all Holders. The Purchaser is not
aware of any jurisdiction where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make
a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with any such state statute, the Offer will not be
made to (and tenders will not be accepted from or on behalf of) Holders in such
state. In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Purchaser by one or more registered brokers or
dealers which are licensed under the laws of such jurisdiction.


                                       2
<PAGE>

                       INSTRUCTIONS WITH RESPECT TO THE
                          OFFER TO PURCHASE FOR CASH
                 ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
                                      OF


                                @POS.COM, INC.

     The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated August 19, 2002, and the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer") in connection with the offer by Symbol Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Symbol
Technologies, Inc., a Delaware corporation, to purchase all of the issued and
outstanding shares of common stock, par value $0.001 per share (the "Shares"),
of @pos.com, Inc., a Delaware corporation, at a purchase price of $0.46 per
Share, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal.

     This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.


================================================================================

Number of Shares to be Tendered*:______________________________________________

Date:__________________________________________________________________________




                                   SIGN HERE



Signature(s):__________________________________________________________________

Print Name(s):_________________________________________________________________

Print Address(es):_____________________________________________________________

Area Code and Telephone Number(s):_____________________________________________

Taxpayer Identification or Social Security Number(s):__________________________


================================================================================
*     Unless otherwise indicated, it will be assumed that all of your Shares
      held by us for your account are to be tendered.


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(8)
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>SUMMARY NEWSPAPER ADVERTISEMENT,
<TEXT>
<PAGE>


THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED
AUGUST 19, 2002 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE PURCHASER
IS NOT AWARE OF ANY STATE OR JURISDICTION WHERE THE MAKING OF THE OFFER OR THE
ACCEPTANCE OF SHARES IS PROHIBITED BY ANY APPLICABLE LAW. IF THE PURCHASER
BECOMES AWARE OF ANY STATE OR JURISDICTION WHERE THE MAKING OF THE OFFER OR THE
ACCEPTANCE OF SHARES IS NOT IN COMPLIANCE WITH ANY APPLICABLE LAW, THE
PURCHASER WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH LAW. IF, AFTER SUCH
GOOD FAITH EFFORT, THE PURCHASER CANNOT COMPLY WITH SUCH LAW, THE OFFER WILL
NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) THE HOLDERS
OF SHARES IN SUCH STATE OR JURISDICTION. IN ANY STATE OR JURISDICTION WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED
BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE
PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS
OF SUCH STATE OR JURISDICTION.


                     NOTICE OF OFFER TO PURCHASE FOR CASH
                 ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
                                       OF


                                @POS.COM, INC.
                                      AT
                              $0.46 NET PER SHARE
                                      BY


                           SYMBOL ACQUISITION CORP.
                         A WHOLLY-OWNED SUBSIDIARY OF
                           SYMBOL TECHNOLOGIES, INC.

     Symbol Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of Symbol Technologies, Inc., a Delaware corporation
("Parent"), is offering to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share (the "Shares"), of @pos.com, Inc., a
Delaware corporation (the "Company"), at a price of $0.46 per Share, net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated August
19, 2002 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer").

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED. THE OFFER IS
CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PURSUANT TO THE
OFFER PRIOR TO THE EXPIRATION OF THE OFFER SUCH NUMBER OF SHARES WHICH WOULD
CONSTITUTE AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE OFFER IS ALSO
CONDITIONED UPON THE SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS
DESCRIBED IN SECTION 14 OF THE OFFER TO PURCHASE.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of August 12, 2002 (the "Merger Agreement"), by and among Parent, the
Purchaser and the Company. The Merger Agreement provides for, among other
things, the making of the Offer by the Purchaser and that, subject to the terms
and conditions set forth in the Merger Agreement, and in accordance with the
General Corporation Law of the State of Delaware (the "DGCL"), the Purchaser
will be merged with and into the Company (the "Merger") at the effective time
of the Merger (the "Effective Time"), with the Company continuing as the
surviving corporation. At the Effective Time, except for (i) Shares which are
held by the Company or by Parent or any other subsidiary of Parent, all of
which will automatically be canceled and will cease to exist, without any cash
<PAGE>

or other consideration being delivered or deliverable in exchange therefor, and
(ii) Shares, if any, held by holders (the "Holders") who have not voted such
Shares in favor of the Merger and have perfected their appraisal rights under
the DGCL, each Share issued and outstanding will, by virtue of the Merger and
without any action by the Holders thereof, be converted into the right to
receive an amount in cash equal to $0.46, without interest. The Merger
Agreement is more fully described in Section 11 of the Offer to Purchase. Under
Delaware law, if the Purchaser acquires, pursuant to the Offer or otherwise, at
least 90% of the issued and outstanding Shares, the Purchaser will be able to
approve and effect the Merger without a vote of the Company's stockholders. If,
however, the Purchaser does not acquire at least 90% of the issued and
outstanding Shares, pursuant to the Offer or otherwise, a vote of the Company's
stockholders to effect the Merger is required under Delaware law and a longer
period of time will be required to effect the Merger as described in Section 11
of the Offer to Purchase. As of the date hereof, following the expiration of
the Offer, the Purchaser does not intend to make available a subsequent
offering period for the Shares.

     THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (i) DETERMINED THAT
THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF
THE HOLDERS, (ii) APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER AND (iii) DECLARED THE
ADVISABILITY OF THE MERGER AGREEMENT AND RECOMMENDED THAT THE HOLDERS ACCEPT
THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND (IF REQUIRED BY
APPLICABLE LAW) ADOPT THE MERGER AGREEMENT.

     Tendering Holders whose Shares are registered in their own name and who
tender directly to U.S. Stock Transfer Corporation, as depositary (the
"Depositary"), will not be obligated to pay brokerage fees or commissions or,
except as set forth in Instruction 6 of the Letter of Transmittal, transfer
taxes on the Shares accepted for payment pursuant to the Offer. The Purchaser
will pay all charges and expenses of the Depositary and Georgeson Shareholder
Communications, Inc., as Information Agent, in each case incurred in connection
with the Offer. In order for Shares to be validly tendered pursuant to the
Offer, a Holder must, prior to the Expiration Date (as defined below), (i)
deliver to the Depositary at the address set forth on the back cover of the
Offer to Purchase (a) a properly completed and duly executed Letter of
Transmittal (or a copy thereof) with any required signature guarantees, (b) the
certificates for Shares to be tendered and (c) any other documents required to
be included with the Letter of Transmittal under the terms and subject to the
conditions thereof and of the Offer to Purchase, (ii) cause such Holder's
broker, dealer, commercial bank, trust company or custodian to tender
applicable Shares pursuant to the procedures for book-entry transfer described
in Section 3 of the Offer to Purchase or (iii) comply with the guaranteed
delivery procedures described in Section 3 of the Offer to Purchase.

     For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares. Upon the
terms and subject to the conditions of the Offer, payment for Shares accepted
pursuant to the Offer will be made by deposit of the purchase price therefor
with the Depositary, which will act as agent for tendering Holders for the
purpose of receiving payments from the Purchaser and transmitting payments to
Holders whose Shares have been accepted for payment. In all cases, payment for
Shares purchased pursuant to the Offer will be made only after timely receipt
by the Depositary of (i) the certificates evidencing such Shares, or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in Section 2 of the
Offer to Purchase), (ii) the Letter of Transmittal (or a copy thereof),
properly completed and duly executed together with any required signature
guarantees (or, in the case of a book entry transfer, an Agent's Message (as
defined in Section 2 of the Offer to Purchase)) and (iii) any other documents
required by the Letter of Transmittal. UNDER NO CIRCUMSTANCES WILL INTEREST ON
THE PURCHASE PRICE FOR SHARES BE PAID BY THE PURCHASER, REGARDLESS OF ANY DELAY
IN MAKING SUCH PAYMENT OR EXTENSION OF THE EXPIRATION DATE (AS DEFINED BELOW).

     The term "Expiration Date" shall mean 12:00 midnight, New York City time,
on Monday, September 16, 2002, unless and until the Purchaser (subject to the
terms of the Merger Agreement), shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest


                                       2
<PAGE>

time and date at which the Offer, as so extended by the Purchaser, shall
expire. Subject to the provisions of the Merger Agreement, the applicable rules
and regulations of the Securities and Exchange Commission (the "Commission")
and applicable law, the Purchaser expressly reserves the right, at any time or
from time to time, to extend the period of time during which the Offer is open,
including upon the occurrence of any of the events specified in Section 14 of
the Offer to Purchase, by giving notice of such extension to the Depositary and
by making a public announcement thereof not later than 9:00 a.m., New York City
time, on the next business day after the day on which the Offer was scheduled
to expire. Subject to applicable law (including, but not limited to, Rule
14d-4(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which requires that material changes be promptly disseminated to Holders
in a manner reasonably designed to inform them of such changes) and without
limiting the manner in which the Purchaser may choose to make any public
announcement, the Purchaser will have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
press release to the Dow Jones News Service or as otherwise may be required by
applicable law. During any such extension, all Shares previously tendered and
not properly withdrawn will remain subject to the Offer, subject to the right
of a tendering Holder to withdraw its Shares.

     Subject to the provisions of the Merger Agreement, the applicable rules
and regulations of the Commission and applicable law, the Purchaser also
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, payment for, any Shares in order
to comply in whole or in part with applicable law, (ii) to terminate the Offer
on any scheduled expiration date and not accept for payment any Shares if any
of the conditions referred to in Section 14 of the Offer to Purchase are not
satisfied or any of the events specified in Section 14 of the Offer to Purchase
have occurred and (iii) to waive any condition or otherwise amend the Offer in
any respect by giving oral or written notice of such delay, termination, waiver
or amendment to the Depositary and by making a public announcement thereof.
Subject to the terms of the Merger Agreement, the applicable rules and
regulations of the Commission and applicable law, the Purchaser reserves the
right to amend or modify the terms of the Offer including, without limitation,
except as provided below, the right to extend the Offer beyond any scheduled
expiration date, but in no event later than October 31, 2002 (the "Termination
Date"), provided that, without the prior written consent of the Company, the
Purchaser will not (i) change the Minimum Condition, (ii) decrease the Offer
Price, (iii) change the form of consideration payable in the Offer (other than
by adding consideration), (iv) reduce the maximum number of Shares to be
purchased pursuant to the Offer, (v) amend the terms or the conditions of the
Offer in a manner which is adverse to the Holders, or which imposes conditions
or terms to the Offer in addition to those set forth in the Merger Agreement, or
(vi) extend the expiration date of the Offer beyond the twentieth business day
after commencement of the Offer, except (A) as required by applicable law, (B)
that in certain circumstances where, on any expiration date of the Offer, less
than 90% of the Shares have been tendered, Purchaser may extend the Offer for
one or more periods not to exceed an aggregate of ten business days,
notwithstanding that all conditions to the Offer are satisfied as of such
expiration date of the Offer or (C) that if any condition to the Offer has not
been satisfied or waived, the Purchaser may extend the expiration date of the
Offer from time to time for one or more periods but in no event later than the
Termination Date; provided that the Offer may be extended in connection with an
increase in the consideration to be paid pursuant to the Offer so as to comply
with applicable rules and regulations of the Commission.

     Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Purchaser pursuant to the Offer,
may also be withdrawn at any time after October 17, 2002. For a withdrawal to
be effective, a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at its address or the facsimile number set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn,
the number of Shares to be withdrawn, and the name of the registered holder of
the Shares, if different from that of the person who tendered such Shares. If
certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted
to the Depositary and the signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to
Purchase), unless such Shares have been tendered for the account of an Eligible
Institution. Shares tendered pursuant to the procedure for book-entry transfer
set forth in Section 3 of the Offer to Purchase may be withdrawn only by means
of the


                                       3
<PAGE>

withdrawal procedures made available by the Book-Entry Transfer Facility, must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares and must otherwise comply with the
Book-Entry Transfer Facility's procedures.

     Withdrawals of tendered Shares may not be rescinded without the
Purchaser's consent, and any Shares properly withdrawn will thereafter be
deemed not validly tendered for purposes of the Offer. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, which determination will
be final and binding. None of Parent, the Purchaser, the Company, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification. Any Shares
properly withdrawn may be re-tendered at any time prior to the Expiration Date
by following any of the procedures described in Section 3 of the Offer to
Purchase.

     The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.

     The Company has provided the Purchaser with the Company's stockholder
lists and security position listings in respect of the Shares for the purpose
of disseminating the Offer to Purchase, the Letter of Transmittal and other
materials relevant to Holders. The Offer to Purchase, the Letter of Transmittal
and any other relevant materials will be mailed to holders of record of Shares
whose names appear on the Company's list of holders of the Shares and will be
furnished, for subsequent transmittal to beneficial owners of Shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the Company's list of holders
of the Shares or, where applicable, who are listed as participants in the
security position listing of the Depository Trust Company.

     THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.

     Additional copies of the Offer to Purchase, the related Letter of
Transmittal and other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies. Questions and requests for assistance may be directed to the
Information Agent at the address and telephone number as set forth below.


                    THE INFORMATION AGENT FOR THE OFFER IS:


                               [GRAPHIC OMITTED]

                   GEORGESON SHAREHOLDER COMMUNICATIONS INC.




                          17 State Street, 10th Floor
                           New York, New York 10004

                       Banks and Brokers: (212) 440-9800
                   All Others Call Toll Free: (800) 249-1014

August 19, 2002


                                       4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(1)
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
<PAGE>

                                                                 EXECUTION COPY












--------------------------------------------------------------------------------


                          AGREEMENT AND PLAN OF MERGER



                                  by and among



                           SYMBOL TECHNOLOGIES, INC.,



                            SYMBOL ACQUISITION CORP.



                                       and



                                 @POS.COM, INC.



                           Dated as of August 12, 2002


--------------------------------------------------------------------------------



<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
ARTICLE I RULES OF CONSTRUCTION; DEFINITIONS.................................................1

         Section 1.1.   Rules of Construction................................................1
         Section 1.2.   Definitions..........................................................2

ARTICLE II THE OFFER.........................................................................6

         Section 2.1.   The Offer............................................................6
         Section 2.2.   Offer Documents......................................................7
         Section 2.3.   Company Action.......................................................8
         Section 2.4.   Directors............................................................9

ARTICLE III THE MERGER......................................................................10

         Section 3.1.   The Merger..........................................................10
         Section 3.2.   Closing.............................................................10
         Section 3.3.   Effective Time......................................................10
         Section 3.4.   Effects of the Merger...............................................11
         Section 3.5.   Certificate of Incorporation; By-Laws...............................11
         Section 3.6.   Directors; Officers.................................................11

ARTICLE IV EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
         CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES.................................11

         Section 4.1.   Effect on Capital Stock.............................................11
         Section 4.2.   Options; Stock Plans................................................12
         Section 4.3.   Payment for Shares..................................................12

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE Company.....................................14

         Section 5.1.   Organization; Good Standing; Qualification and Power................15
         Section 5.2.   Capital Structure...................................................15
         Section 5.3.   Title of Assets.....................................................16
         Section 5.4.   Authority...........................................................16
         Section 5.5.   SEC Filings.........................................................17
         Section 5.6.   Compliance with Applicable Laws.....................................18
         Section 5.7.   Litigation..........................................................18
         Section 5.8.   Title to Properties.................................................18
         Section 5.9.   Subsidiaries........................................................18
         Section 5.10.   Employee Benefit Plans and Employment Matters......................18
         Section 5.11.   Absence of Undisclosed Liabilities.................................21
         Section 5.12.   Absence of Certain Changes or Events...............................22
         Section 5.13.   Agreements.........................................................23
         Section 5.14.   No Defaults........................................................24


                                       i
<PAGE>


<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
         Section 5.15.   Taxes..............................................................24
         Section 5.16.   Intellectual Property..............................................25
         Section 5.17.   Receivables........................................................26
         Section 5.18.   Fees and Expenses..................................................27
         Section 5.19.   Insurance..........................................................27
         Section 5.20.   Condition of Property..............................................27
         Section 5.21.   Environmental Matters..............................................27
         Section 5.22.   Interested Party Transactions......................................28
         Section 5.23.   Proxy Statement/Information Statement..............................28
         Section 5.24.   Voting Requirements................................................28
         Section 5.25.   Previous Agreements................................................28
         Section 5.26.   Product Liability and Recalls......................................29
         Section 5.27.   Disclosure.........................................................29

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER...........................29

         Section 6.1.   Organization; Good Standing; Qualification and Power................29
         Section 6.2.   Authority...........................................................29
         Section 6.3.   Fees and Expenses...................................................30
         Section 6.4.   Litigation..........................................................30
         Section 6.5.   Financial Condition.................................................30
         Section 6.6.   No Business Activities..............................................30

ARTICLE VII COMPANY COVENANTS...............................................................31

         Section 7.1.   Advice of Changes...................................................31
         Section 7.2.   Maintenance of Business.............................................31
         Section 7.3.   Conduct of Business.................................................31
         Section 7.4.   Regulatory Approvals................................................33
         Section 7.5.   Necessary Consents..................................................33
         Section 7.6.   Access to Information...............................................33
         Section 7.7.   Satisfaction of Conditions Precedent................................34
         Section 7.8.   No Other Negotiations...............................................34
         Section 7.9.   Proxy Statement; Information Statement..............................36
         Section 7.10.   Stockholders' Meeting..............................................36
         Section 7.11.   Crossvue Limited Qualifying Shares.................................37

ARTICLE VIII PARENT'S AND PURCHASER'S COVENANTS.............................................37

         Section 8.1.   Advice of Changes...................................................37
         Section 8.2.   Regulatory Approvals................................................37
         Section 8.3.   Necessary Consents..................................................37
         Section 8.4.   Satisfaction of Conditions Precedent................................37

ARTICLE IX CONDITIONS PRECEDENT.............................................................37

         Section 9.1.   Conditions to Each Party's Obligation to Effect the Merger..........37


                                       ii
<PAGE>



<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
ARTICLE X TERMINATION OF AGREEMENT..........................................................38

         Section 10.1.   Termination........................................................38
         Section 10.2.   Effect of Termination..............................................39
         Section 10.3.   Break-Up Fees and Expenses.........................................39
         Section 10.4.   No Indemnity.......................................................40

ARTICLE XI MISCELLANEOUS....................................................................40

         Section 11.1.   Governing Law......................................................40
         Section 11.2.   Assignment; Binding Upon Successors and Assigns....................40
         Section 11.3.   Severability.......................................................40
         Section 11.4.   Counterparts.......................................................41
         Section 11.5.   Other Remedies.....................................................41
         Section 11.6.   Amendment and Waivers..............................................41
         Section 11.7.   Waiver of Jury Trial...............................................41
         Section 11.8.   Notices............................................................41
         Section 11.9.   Construction of Agreement..........................................42
         Section 11.10.   Further Assurances................................................42
         Section 11.11.   Absence of Third Party Beneficiary Rights.........................42
         Section 11.12.   Public Announcement...............................................43
         Section 11.13.   Entire Agreement..................................................43
         Section 11.14.   Survival..........................................................43
</TABLE>


                                      iii
<PAGE>


                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of this 12th day of August, 2002, by and among @POS.COM, INC., a Delaware
corporation (the "Company" or "@POS"), SYMBOL TECHNOLOGIES, INC., a Delaware
corporation ("Parent"), and SYMBOL ACQUISITION CORP., a Delaware corporation and
a wholly-owned subsidiary of Parent ("Purchaser").

                                    RECITALS

         WHEREAS, the Board of Directors of the Company has determined that it
would be advisable and in the best interests of the Company's stockholders for
Parent to acquire the Company upon the terms and subject to the conditions set
forth in this Agreement;

         WHEREAS, to effectuate the acquisition, it is proposed that Purchaser
commence a cash tender offer to purchase all of the issued and outstanding
shares (the "Shares") of common stock, par value $.001 per share (the "Common
Stock"), of the Company on the terms and subject to the conditions set forth in
this Agreement and the Offer Documents (as defined in Section 2.2 hereof);

         WHEREAS, to effectuate the acquisition, it is further proposed that
following consummation of the Offer (as defined in Section 2.1 hereof),
Purchaser will be merged with and into the Company, with the Company continuing
as the surviving corporation in such merger (the "Merger");

         WHEREAS, the Board of Directors of the Company has, by the unanimous
vote of all directors present (i) determined that the Offer and the Merger are
fair to and in the best interests of the Company and its stockholders; (ii)
approved this Agreement and the transactions contemplated hereby, including the
Offer and the Merger, in accordance with the General Corporation Law of the
State of Delaware, and (iii) declared the advisability of this Agreement and
resolved to recommend that the holders of the Shares accept the Offer and adopt
this Agreement;

         WHEREAS, as an inducement and condition to Parent and Purchaser
entering into this Agreement, and concurrently with the execution of this
Agreement, certain stockholders of the Company are executing and delivering to
Parent a Tender and Voting Agreement; and

         NOW, THEREFORE, in reliance on the representations and warranties of
each party to the other, in consideration of the covenants and agreements of the
parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


                                   ARTICLE I

                       RULES OF CONSTRUCTION; DEFINITIONS

         Section 1.1   Rules of Construction. Unless the context otherwise
requires:


<PAGE>


                (i) A capitalized term has the meaning assigned to it in this
Agreement;

                (ii) An accounting term not otherwise defined herein has the
meaning assigned to it in accordance with GAAP (as defined below);

                (iii) "Or" is not exclusive and "including" means "without
limitation," whether or not so expressed;

                (iv) Words in the singular include the plural, and words in the
plural include the singular;

                (v) Provisions apply to successive events and transactions;

                (vi) "Herein," "hereof" and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section or other
subdivision of this Agreement;

                (vii) Words in the masculine gender include the neuter and
feminine genders, words in the feminine gender include the neuter and masculine
genders and words in the neuter gender include the feminine and masculine
genders; and

                (viii) The Article and Section headings used or contained in
this Agreement are for convenience of reference only and shall not affect the
construction of this Agreement. References herein to Articles, Sections,
Schedules or Exhibits mean and refer to Articles and Sections of, and Schedules
and Exhibits to, this Agreement, unless otherwise specified.

         Section 1.2.  Definitions. For purposes of this Agreement the following
terms shall have the meanings ascribed to them in this Section 1.2:

         "Acquisition Proposal" has the meaning given to it in Section 7.8(a) of
this Agreement.

         "Agreement" has the meaning given to it in the first paragraph of this
Agreement.

         "Balance Sheet" has the meaning given to it in Section 5.10(d) of this
Agreement.

         "Balance Sheet Date" has the meaning given to it in Section 5.11 of
this Agreement.

         "Best Knowledge of the Company" means any fact or circumstance that has
come to the attention of John Wood, Llavan Fernando, Matt Graves, Dennis Kraft
and Scott Allan. The parties hereto agree that this definition does not make any
of the aforementioned individuals subject to any personal liability pursuant to
this Agreement.

         "CERCLA" has the meaning given to it in Section 5.21(a) of this
Agreement.

         "Closing" has the meaning given to it in Section 3.2 of this Agreement.

         "Closing Date" has the meaning given to it in Section 3.2 of this
Agreement.

         "COBRA" has the meaning given to it in Section 5.10(e) of this
Agreement.



                                       2
<PAGE>


         "Code" has the meaning given to it in Section 4.3(g) of this Agreement.

         "Common Stock" has the meaning given to it in the recitals of this
Agreement.

         "Company" has the meaning given to it in the first paragraph of this
Agreement.

         "Company Disclosure Schedule" has the meaning given to it in Article V
of this agreement.

         "Company Financial Statements" has the meaning given to it in Section
5.5(b) of this Agreement.

         "Company IP Rights" has the meaning given to it in Section 5.16(a) of
this Agreement.

         "Company IP Rights Agreement" has the meaning given to it in Section
5.16(b) of this Agreement.

         "Company Parties" means the Company, Crossvue, Inc., Crossvue (Pvt.)
Ltd. and Penware, Inc., collectively.

         "Company Stock Incentive Plan" means the Company's 1996 Stock Plan.

         "Contractual Obligations" has the meaning given to it in Section 5.13
of this Agreement.

         "Crossvue" means Crossvue, Inc.

         "Crossvue Limited" means Crossvue (Pvt.) Ltd.

         "Crossvue Limited Qualifying Shares" has the meaning given to it in
Section 5.2(a) of this Agreement.

         "disposal" has the meaning given to it in Section 5.21(a) of this
Agreement.

         "Employee Benefit Plan" means any "employee benefit plan" as defined in
Section 3(3) of ERISA and any other plan, policy, program, practice, agreement,
understanding or arrangement (whether written or unwritten) providing
compensation or other benefits to any current or former director, officer,
employee or consultant (or to any dependent or beneficiary thereof), of any
Company Party or any ERISA Affiliate, which are now, or were within the past two
years, maintained by any Company Party or any ERISA Affiliate, or under which
any Company Party or any ERISA Affiliate has or could have any obligation or
liability, whether actual or contingent (and including, without limitation, any
liability arising out of an indemnification, guarantee, hold harmless or similar
agreement), including, without limitation, all incentive, bonus, deferred
compensation, vacation, holiday, cafeteria, medical, disability, stock purchase,
stock option, stock appreciation, phantom stock, restricted stock or other
stock-based compensation plans, policies, programs, practices or arrangements.

         "Environmental Claim" means any accusation, allegation, notice of
violation, action, claim, lien, demand, abatement or other order or direction
(conditional or otherwise) by any


                                       3
<PAGE>


Governmental Entity or any other Person for personal injury (including sickness,
disease or death), tangible or intangible property damage, damage to the
environment, nuisance, pollution, contamination or other adverse effects an the
environment, or for fines, penalties or restrictions resulting from or based
upon (i) the existence, or the continuation of the existence, of a release
(including, without limitation, sudden or non-sudden accidental or
non-accidental releases) of, or exposure to, any Hazardous Material, odor or
audible noise in, into or onto the environment (including, without limitation,
the air, soil, surface water or groundwater) at, in, by, from or related to any
property owned, operated or leased by any of the Company Parties or any
activities or operations thereof; (ii) the transportation, storage, treatment or
disposal of Hazardous Materials in connection with any property owned, operated
or leased by any Company Party or its operations or facilities; or (iii) the
violation, or alleged violation, of any Environmental Law or order of or from
any Governmental Entity relating to environmental matters connected with any
property owned, leased or operated by any Company Party.

         "Environmental Costs and Liabilities" means any and all losses,
liabilities, obligations, damages, fines, penalties, judgments, actions, claims,
costs and expenses (including, without limitation, fees, disbursements and
expenses of legal counsel, experts, engineers and consultants and the costs of
investigation and feasibility studies and remedial action) arising from or under
any Environmental Law or order or contract with any Governmental Entity or other
Person.

         "Environmental Law" means any federal, state, local, or foreign law
(including common law), statute, code, ordinance, rule, regulation or other
requirement relating to the environment, natural resources, or public or
employee health and safety and includes, but is not limited to, CERCLA, the
Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., the Clean
Water Act, 33 U.S.C. Sec. 1251 et seq., the Clean Air Act, 33 U.S.C. Sec. 2601
et seq., the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et seq., the
Federal Insecticide Fungicide, and Rodenticide Act, 7 U.S.C. Sec. 136 et seq.,
the Oil Pollution Act of 1990, 33 U.S.C Sec. 2701 et seq., and the Occupational
Safety and Health Act, 29 U.S.C. Sec. 651 et seq., as such laws have been
amended or supplemented, and the regulations promulgated pursuant thereto, and
all analogous state or local statutes.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" means any entity (whether or not incorporated) other
than a Company Party that, together with one or more Company Parties, is or was
a member of (i) a controlled group of corporations within the meaning of Section
414(b) of the Code, (ii) a group of trades or businesses under common control
within the meaning of Section 414(c) of the Code, or (iii) an affiliated service
group within the meaning of Section 414(m) of the Code.

         "Exchange Act" or "1934 Act" has the meaning given to it in Section 2.1
of this Agreement.

         "Final Date" has the meaning given to it in Section 10.1(b) of this
Agreement.

         "GAAP" means U.S. generally accepted accounting principles,
consistently applied.

         "Governmental Entity" has the meaning given to it in Section 5.4(c) of
this Agreement.



                                       4
<PAGE>


         "Hazardous Material" means any substance, material or waste which is
regulated by any Governmental Entity or the United States or other national
government, including, without limitation, any material, substance or waste
which is defined as a "hazardous waste," "hazardous material," "hazardous
substance," "extremely hazardous waste," "restricted hazardous waste,"
"contaminant," "toxic waste" or "toxic substance" under any provision of
Environmental Law, which includes, but is not limited to, petroleum, petroleum
products, asbestos, urea formaldehyde and polychlorinated biphenyls.

         "Intellectual Property Rights" means all United States industrial and
intellectual property rights, including, without limitation, patents, patent
applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyright, copyright applications,
franchises, licenses, inventories, know-how, trade secrets, customer lists,
proprietary processes and formulae, all source and object code, algorithm,
architecture, structure, display screens, layouts, inventions, development tools
and all documentation and media constituting, describing or relating to the
above, including, without limitation, manuals, memoranda and records.

         "Lien" has the meaning given to it in Section 5.3 of this Agreement.

         "Material Adverse Effect" means a material adverse effect or impact
upon the assets, financial condition, results of operations, business or
prospects of the Company on a consolidated basis, or on the Company's ability to
consummate the transactions contemplated hereby.

         "Permits" has the meaning given to it in Section 5.6 of this Agreement.

         "Person" means any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
Governmental Entity, governmental authority or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.

         "release" has the meaning given to it in Section 5.21(a) of this
Agreement.

         "Returns" has the meaning given to it in Section 5.15 of this
Agreement.

         "SEC" has the meaning given to it in Section 2.1 of this Agreement.

         "SEC Reports" has the meaning given to it in Section 5.5(a) of this
Agreement.

         "Securities Act" or "1933 Act" means the Securities Act of 1933, as
amended.

         "Series A Preferred Stock" has the meaning given to it in Section
5.2(a) of this Agreement.

         "Series B Preferred Stock" has the meaning given to it in Section
5.2(a) of this Agreement.


                                       5
<PAGE>


         "Series C Preferred Stock" has the meaning given to it in Section
5.2(a) of this Agreement.

         "Series D Preferred Stock" has the meaning given to it in Section
5.2(a) of this Agreement.

         "Subsidiary" means, each of Crossvue, Crossvue Limited and Penware,
Inc.

         "Superior Proposal" has the meaning given to it in Section 7.8(b) of
this Agreement.

         "Taxes" means taxes, fees, levies, duties, tariffs, imposts, and
governmental impositions or charges of any kind in the nature of (or similar to)
taxes, payable to any federal, state, local or foreign taxing authority,
including (without limitation) (i) income, franchise, profits, gross receipts,
ad valorem, net worth, value added, sales, use, service, real or personal
property, special assessments, capital stock, license, payroll, withholding,
employment, social security, workers' compensation, unemployment compensation,
utility, severance, production, excise, stamp, occupation, premiums, windfall
profits, transfer and gains taxes, and (ii) interest, penalties, additional
taxes and additions to tax imposed with respect thereto.

         "threatened release" has the meaning given to it in Section 5.21(a) of
this Agreement.

         "Transaction Documents" has the meaning given to it in Section 5.4(a)
of this Agreement.

                                   ARTICLE II

                                    THE OFFER

         Section 2.1.   The Offer. (a) Provided that this Agreement has not been
terminated pursuant to Article X hereof and that none of the events set forth in
Exhibit A hereto (the "Offer Conditions") shall have occurred and be continuing,
as soon as is reasonably practicable (but no later than the tenth business day
after the public announcement by Parent and the Company of the execution and
delivery of this Agreement (counting the business day on which such announcement
is made)), Purchaser shall commence (within the meaning of Rule 14d-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act" or "1934 Act")),
an offer (the "Offer") to purchase all outstanding Shares at a price of $0.46
per share, net to the seller of the Shares in cash (as paid pursuant to the
Offer, the "Offer Consideration"). The obligation of Parent and Purchaser to
commence the Offer, to consummate the Offer and to accept for payment and pay
for Shares validly tendered in the Offer and not withdrawn shall be subject to
the conditions set forth in Exhibit A hereto. Purchaser expressly reserves the
right, in its sole discretion, to waive any such condition and make any other
changes in the terms and conditions of the Offer, provided that, unless
previously approved by the Company in writing, Purchaser shall not waive the
Minimum Condition and no change may be made which changes the Minimum Condition
or decreases the Offer Consideration, changes the form of consideration payable
in the Offer (other than by adding consideration), reduces the maximum number of
Shares to be purchased in the Offer, or amends the terms or the conditions of
the Offer in a


                                       6
<PAGE>



manner which is adverse to the holders of the Shares, or which imposes
conditions or terms to the Offer in addition to those set forth herein.

         (b) On the terms and subject to the prior satisfaction or waiver of the
conditions of the Offer, Parent shall provide funds to Purchaser and Purchaser
shall accept for payment and pay for any and all Shares validly tendered and not
withdrawn pursuant to the Offer as soon as practicable after the expiration date
thereof.

         (c) Without the prior written consent of the Company, Purchaser shall
not extend the expiration date of the Offer beyond the initial expiration date
of the Offer (which shall be the 20th business day after commencement of the
Offer), except (A) as required by applicable law, (B) that if, immediately prior
to the expiration date of the Offer (as it may be extended), the Shares tendered
and not withdrawn pursuant to the Offer constitute less than 90% of the
outstanding Shares, Purchaser may, in its sole discretion, extend the Offer for
one or more periods not to exceed an aggregate of ten business days,
notwithstanding that all conditions to the Offer are satisfied as of such
expiration date of the Offer, or (C) that if any condition to the Offer has not
been satisfied or waived, Purchaser may, in its sole discretion, extend the
expiration date of the Offer for one or more periods but in no event later than
October 31, 2002; provided that the Offer may be extended in connection with an
increase in the consideration to be paid pursuant to the Offer so as to comply
with applicable rules and regulations of the United States Securities and
Exchange Commission (the "SEC").

         Section 2.2. Offer Documents. (a) As soon as practicable on the date of
commencement of the Offer, Parent and Purchaser shall file or cause to be filed
with the SEC a Tender Offer Statement on Schedule TO (the "Schedule TO") with
respect to the Offer which shall contain the offer to purchase and related
letter of transmittal and other ancillary documents and instruments pursuant to
which the Offer will be made (collectively, and with any supplements or
amendments thereto, the "Offer Documents"). The Company will promptly supply to
Parent and Purchaser in writing, for inclusion in the Offer Documents, all
information concerning the Company required under the Exchange Act and the rules
and regulations thereunder to be included in the Offer Documents.

         (b) The Offer Documents will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with the
SEC and on the date first published, sent or given to the Company's
stockholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that no representation is made by Parent or
Purchaser with respect to information supplied by the Company in writing for
inclusion in the Offer Documents. Each of Parent and Purchaser further agrees to
take all steps necessary to cause the Offer Documents to be filed with the SEC
and to be disseminated to holders of Shares, in each case as and to the extent
required by applicable federal securities laws. Each of Parent, Purchaser and
the Company shall promptly correct any information provided by them for use in
the Offer Documents if and to the extent that such information shall be or have
become false or misleading in any material respect, and Parent and Purchaser
shall take all lawful action necessary to cause the Offer Documents as so
corrected to be filed promptly with the SEC and to be disseminated to holders of
Shares as and to the extent required by applicable law. The Company and its
counsel shall be



                                       7
<PAGE>


given a reasonable opportunity to review and comment on the Offer Documents and
any amendments thereto prior to the filing thereof with the SEC. Parent and
Purchaser agree to provide the Company and its counsel any comments Parent,
Purchaser or their counsel may receive from the SEC or its staff with respect to
the Offer Documents promptly after the receipt of such comments.

         Section 2.3. Company Action. (a) The Company hereby approves of and
consents to the Offer and the Merger and represents and warrants that, subject
to Section 7.8(b), its Board of Directors (at a meeting duly called and held)
has by the unanimous vote of all directors present (A) determined that each of
this Agreement, the Offer and the Merger are fair to and in the best interests
of the Company's stockholders, (B) approved this Agreement and the transactions
contemplated hereby, including the Offer and the Merger, and such approval is
sufficient to render the restrictions on "business combinations" (as defined in
Section 203 of the General Corporation Law of the State of Delaware) set forth
in Section 203 of the General Corporation Law of the State of Delaware
inapplicable to this Agreement and the transactions contemplated hereby,
including the Offer and the Merger, and (C) declared the advisability of this
Agreement and resolved to recommend acceptance of the Offer and adoption of this
Agreement by the holders of Shares. The Company hereby consents to the inclusion
in the Offer Documents of the recommendations of the Company's Board of
Directors described in this Section 2.3(a).

         (b) The Company shall file with the SEC, as soon as practicable on the
date of the commencement of the Offer, a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 (together with any
supplements or amendments thereto, the "Schedule 14D-9") containing the
recommendations of the Board of Directors of the Company in favor of the Offer
and the adoption of this Agreement and the transactions contemplated hereby,
including the Merger, and shall promptly mail the Schedule 14D-9 to the
stockholders of the Company. Parent will promptly supply to the Company in
writing, for inclusion in the Schedule 14D-9, any information concerning Parent
or Purchaser required under the Exchange Act and the rules and regulations
thereunder to be included in the Schedule 14D-9. The Schedule 14D-9 will comply
in all material respects with the provisions of applicable federal securities
laws and, on the date filed with the SEC and on the date first published, sent
or given to the Company's stockholders, shall not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that no
representation is made by the Company with respect to information supplied by
Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company
further agrees to take all steps necessary to cause the Schedule 14D-9 to be
filed with the SEC and to be disseminated to holders of Shares, in each case as
and to the extent required by applicable federal securities laws. Each of the
Company, Parent and Purchaser shall promptly correct any information provided by
it for use in the Schedule 14D-9 if and to the extent that such information
shall be or have become false or misleading in any material respect and the
Company shall take all action necessary to cause the Schedule 14D-9 as so
corrected to be filed promptly with the SEC and disseminated to the holders of
Shares as and to the extent required by applicable law. Parent, Purchaser and
their counsel shall be given a reasonable opportunity to review and comment on
the Schedule 14D-9 and any amendments thereto prior to the filing thereof with
the SEC. The Company agrees to provide Parent and its counsel any comments the
Company or its counsel receive from the SEC or its staff with respect to the
Schedule 14D-9 promptly after receipt of such comments.



                                       8
<PAGE>


         (c) In connection with the Offer, the Company shall promptly furnish
Parent and Purchaser with mailing labels, security position listings, any
non-objecting beneficial owner lists and all available listings or computer
files containing the names and addresses of the record holders of Shares as of
the latest practicable date and shall furnish Parent and Purchaser with such
additional information and assistance (including updated lists of stockholders,
mailing labels, lists of security positions and non-objecting beneficial owner's
lists) as Parent and Purchaser or their agents may reasonably request in
communicating the Offer to the record and beneficial holders of Shares.

         Section 2.4. Directors. (a) Subject to Section 2.4(c), promptly
after the purchase of and payment for the Shares by Purchaser pursuant to the
Offer, Parent shall be entitled to designate such number of directors (the
"Parent Designees"), rounded up to the next whole number, on the Company's Board
of Directors as is equal to the product of the total number of directors on such
Board (after giving effect to any increase in the size of such Board pursuant to
this Section 2.4) multiplied by the percentage that the number of Shares
beneficially owned by Purchaser at such time (including Shares so accepted for
payment) bears to the total number of Shares then outstanding; provided that in
no event shall the Parent Designees constitute less than a majority of the
entire Board of Directors. In furtherance thereof, the Company shall, upon the
request of Parent, use its reasonable best efforts promptly either to increase
the size of its Board of Directors or to secure the resignations of such number
of its incumbent directors, or both, as is necessary to enable the Parent
Designees to be so elected or appointed to the Company's Board of Directors, and
the Company shall take all actions available to the Company to cause the Parent
Designees to be so elected or appointed. At such time, the Company shall,
subject to Section 2.4(c), if requested by Parent, also take all action
necessary to cause persons designated by Parent to constitute at least the same
percentage (rounded up to the next whole number) as is on the Company's Board of
Directors of (i) each committee of the Company's Board of Directors, (ii) each
board of directors (or similar body) of each Subsidiary of the Company and (iii)
each committee (or similar body) of each such board.

         (b) The Company's obligation to appoint Parent Designees to the
Company's Board of Directors shall be subject to Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all
actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder in order to fulfill its obligations under Section 2.4(a),
including mailing to stockholders the information required by such Section 14(f)
and Rule 14f-1 (or including such information in the Schedule 14D-9 initially
filed with the SEC and distributed to the stockholders of the Company) as is
necessary to enable Parent Designees to be elected to the Company's Board of
Directors. Parent or Purchaser will supply to the Company in writing and be
solely responsible for any information with respect to Parent and Purchaser and
their nominees, officers, directors and affiliates to the extent required by
such Section 14(f) and Rule 14f-1. The provisions of this Section 2.4 are in
addition to and shall not limit any rights which Purchaser, Parent or any of
their affiliates may have as a holder or beneficial owner of Shares as a matter
of applicable law with respect to the election of directors or otherwise.

         (c) Notwithstanding the provisions of this Section 2.4, the parties
hereto shall use their respective reasonable best efforts to ensure that at
least one member of the Board shall, at all times prior to the Effective Time
(as defined in Section 3.3 hereof), be a director of the



                                       9
<PAGE>


Company who was a director of the Company on the date hereof (the "Continuing
Director"), provided that, if no Continuing Director then remains, the other
directors of the Company then in office shall designate a person to fill such
vacancy who will not be officers or employees or affiliates of the Company or
Parent or any of their respective subsidiaries and such person shall be deemed
to be a Continuing Director for all purposes of this Agreement. From and after
the time, if any, that the Parent Designees constitute a majority of the
Company's Board of Directors and prior to the Effective Time, subject to the
terms hereof, any amendment or modification of this Agreement, any amendment to
the Company's Certificate of Incorporation or By-Laws, any termination of this
Agreement by the Company, any extension of time for performance of any of the
obligations of Parent or Purchaser hereunder, any waiver of any condition to the
Company's obligations hereunder or any of the Company's rights hereunder or
other action by the Company hereunder which adversely affects the holders of
Shares other than Parent or Purchaser may be effected only if there are in
office one or more Continuing Directors and such action is approved by the
action of a majority of the Continuing Directors.


                                   ARTICLE III

                                   THE MERGER

         Section 3.1. The Merger. On the terms and subject to the conditions set
forth in this Agreement, and in accordance with the General Corporation Law of
the State of Delaware, the Merger shall be effected and Purchaser shall be
merged with and into the Company at the Effective Time. At the Effective Time,
the separate existence of Purchaser shall cease and the Company shall continue
as the surviving corporation (as such, the "Surviving Corporation") and shall
continue to be governed by the laws of the State of Delaware. At Parent's
election, any direct or indirect subsidiary of Parent other than Purchaser may
be merged with and into the Company instead of the Purchaser. In the event of
such an election, the parties agree to execute an appropriate amendment to this
Agreement in order to reflect such election.

         Section 3.2. Closing. Unless this Agreement shall have been terminated
and the transactions contemplated hereby shall have been abandoned pursuant to
Article X, and subject to the satisfaction or waiver of all of the conditions
set forth in Article IX, the closing of the Merger (the "Closing") will take
place as soon as practicable, but in no event later than 10:00 a.m. on the
second business day (the "Closing Date") following satisfaction or waiver of all
of the conditions set forth in Article IX, other than those conditions that by
their nature are to be satisfied at the Closing, but subject to the fulfillment
or waiver of those conditions, at the offices of Simpson Thacher & Bartlett, 425
Lexington Ave, New York, New York, 10017, unless another date, time or place is
agreed to in writing by the parties hereto.

         Section 3.3. Effective Time. On the Closing Date (or on such other date
as Parent and the Company may agree), the parties hereto shall file with the
Secretary of State of Delaware a certificate of merger or, if applicable, a
certificate of ownership and merger and any other appropriate documents,
executed in accordance with the relevant provisions of the General Corporation
Law of the State of Delaware, and shall make all other filings or recordings
required under the General Corporation Law of the State of Delaware and other
applicable law in connection with the Merger. The Merger shall become effective
upon the filing of the certificate of merger or, if applicable, the certificate
of ownership and merger, with the Delaware Secretary



                                       10
<PAGE>


of State, or at such later time as is mutually agreed by the parties and set
forth therein (the "Effective Time").

         Section 3.4. Effects of the Merger. The Merger shall have the effects
set forth in the applicable provisions of the General Corporation Law of the
State of Delaware. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time, all property of the Company and Purchaser shall
vest in the Surviving Corporation, and all liabilities and obligations of the
Company and Purchaser shall become liabilities and obligations of the Surviving
Corporation.

         Section 3.5. Certificate of Incorporation; By-Laws. (a) The certificate
of incorporation of the Company shall be the certificate of incorporation of the
Surviving Corporation until thereafter changed or amended in accordance with the
provisions thereof and applicable law and (b) the by-laws of the Company shall
be the bylaws of the Surviving Corporation until thereafter changed or amended
in accordance with the provisions thereof and applicable law.

         Section 3.6. Directors; Officers. From and after the Effective Time,
(a) the directors of Purchaser shall be the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be, and
(b) the officers of the Company shall be the officers of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.


                                   ARTICLE IV

                EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

         Section 4.1. Effect on Capital Stock. At the Effective Time, by virtue
of the Merger and without any action on the part of any holder of Shares or any
other shares of capital stock of the Company or Purchaser:

         (a) Common Stock of Purchaser. Each share of common stock, par value
$0.01 per share, of Purchaser issued and outstanding immediately prior to the
Effective Time shall be converted into and become one validly issued, fully paid
and nonassessable share of common stock, par value $0.001 per share, of the
Surviving Corporation.

         (b) Cancellation of Treasury Shares and Parent-Owned Shares. Each Share
issued and outstanding immediately prior to the Effective Time that is owned by
the Company or by Parent, Purchaser or any other subsidiary of Parent shall
automatically be canceled and shall cease to exist, and no cash or other
consideration shall be delivered or deliverable in exchange therefor.

         (c) Conversion of Shares. At the Effective Time, each Share issued and
outstanding immediately prior to the Effective Time (other than Shares to be
canceled in accordance with Section 4.1(b) and any Dissenting Shares (as defined
in Section 4.1(d)) shall be converted into the right to receive the Offer
Consideration, payable to the holder thereof, without any interest



                                       11
<PAGE>


thereon (the "Merger Consideration"), less any required withholding taxes, upon
surrender and exchange of a Certificate (as defined in Section 4.3).

         (d) Dissenting Shares. Notwithstanding anything in this Agreement to
the contrary, Shares issued and outstanding immediately prior to the Effective
Time held by any person who has not voted such Shares in favor of the Merger and
who has the right to demand, and who properly demands, an appraisal of such
Shares ("Dissenting Shares") in accordance with Section 262 of the General
Corporation Law of the State of Delaware (or any successor provision) shall not
be converted into a right to receive the Merger Consideration unless such holder
fails to perfect or otherwise loses such holder's right to such appraisal, if
any. If, after the Effective Time, such holder fails to perfect or loses any
such right to appraisal, each such Share of such holder shall be treated as a
Share that had been converted as of the Effective Time into the right to receive
the Merger Consideration in accordance with Section 4.1(c). At the Effective
Time, any holder of Dissenting Shares shall cease to have any rights with
respect thereto, except the rights provided in Section 262 of the General
Corporation Law of the State of Delaware (or any successor provision) and as
provided in the immediately preceding sentence. The Company shall give prompt
notice to Parent of any demands received by the Company for appraisal of Shares,
and Parent shall have the right to participate in and direct all negotiations
and proceedings with respect to such demands. The Company shall not, except with
the prior written consent of Parent, make any payment with respect to, or offer
to settle, any such demands.

         Section 4.2. Options; Stock Plans.

         (a) At the Effective Time, each then outstanding option to purchase
Common Stock, whether or not otherwise vested and exercisable (a "Stock Option")
shall be cancelled by the Company and in consideration of such cancellation and
except to the extent that Parent and the holder of any such Stock Option
otherwise agree, the Company shall pay to such holders of Stock Options an
amount in respect thereof equal to the product of (A) the excess, if any, of (i)
the Merger Consideration over (ii) the exercise price per Share subject to such
Stock Option and (B) the number of Shares subject to such Stock Option
immediately prior to its cancellation. Such payment shall be less any required
withholding taxes and without interest.

         (b) The Company shall ensure that following the date hereof (i) no
further issuance, transfer or grant of any capital stock of the Company or any
interest in respect of any capital stock of the Company shall be made under the
Company Stock Incentive Plan and (ii) no holder of a Stock Option or any
participant in any employee incentive or benefit plans or programs or
arrangements or non-employee director plans maintained by the Company shall have
any right thereunder to acquire any capital stock of the Company, Parent or the
Surviving Corporation.

         (c) Prior to the consummation of the Offer, the Company shall, if
necessary, amend the terms of the Company Stock Incentive Plan to give effect to
the provisions of this Section 4.2.

         Section 4.3. Payment for Shares

         (a) Payment Fund. As soon as practicable after the Effective Time,
Parent shall deposit, or shall cause to be deposited, with or for the account of
a bank or trust company


                                       12


<PAGE>


designated by Parent (the "Paying Agent"), for the benefit of the holders of
Shares, cash in an amount sufficient to pay the aggregate Merger Consideration
payable upon the conversion of Shares pursuant to Section 4.1(c) (the "Payment
Fund").

         (b) Letters of Transmittal; Surrender of Certificates. (i) As soon as
reasonably practicable after the Effective Time, Parent shall instruct the
Paying Agent to mail to each holder of record (other than the Company or any of
its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) of a
certificate or certificates that, immediately prior to the Effective Time,
evidenced outstanding Shares (the "Certificates"), (x) a form of letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon proper delivery of the
Certificates to the Paying Agent, and shall be in such form and have such other
provisions as Parent may reasonably specify) and (y) instructions for use in
effecting the surrender of the Certificates in exchange for the Merger
Consideration. Upon surrender of a Certificate for cancellation to the Paying
Agent together with such letter of transmittal, duly executed, and such other
customary documents as may be required pursuant to such instructions, the holder
of such Certificate shall be entitled to receive in exchange therefor cash in an
amount equal to the product of (A) the number of Shares formerly represented by
such Certificate and (B) the Merger Consideration, and the Certificate so
surrendered shall forthwith be canceled. No interest shall be paid or accrued on
any cash payable upon the surrender of any Certificate. If payment is to be made
to a person other than the person in whose name the surrendered Certificate is
registered, it shall be a condition of payment that the Certificate so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the person requesting such payment shall pay any transfer or other
taxes required by reason of the payment to a person other than the registered
holder of the surrendered Certificate or established to the satisfaction of
Parent and the Surviving Corporation that such taxes have been paid or are not
applicable.

         (ii) In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in
exchange for such lost, stolen or destroyed Certificate the Merger Consideration
deliverable in respect thereof as determined in accordance with this Article IV,
provided that the person to whom the Merger Consideration is paid shall, as a
condition precedent to the payment thereof, give the Surviving Corporation a
bond in such sum as it may direct or otherwise indemnify the Surviving
Corporation in a manner satisfactory to it against any claim that may be made
against the Surviving Corporation with respect to the Certificate claimed to
have been lost, stolen or destroyed.

         (c) Cancellation of Shares; No Further Rights. As of the Effective
Time, all Shares (other than Shares to be canceled in accordance with Section
4.1(b) and Dissenting Shares) issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall automatically be canceled
and shall cease to exist, and each holder of any such Shares shall cease to have
any rights with respect thereto or arising therefrom (including without
limitation the right to vote), except the right to receive the Merger
Consideration, without interest, upon surrender of such Certificate in
accordance with Section 4.3(b), and until so surrendered, each such Certificate
shall represent for all purposes only the right to receive the Merger
Consideration (without interest). The Merger Consideration paid upon the
surrender for exchange of Certificates in accordance with the terms of this
Section 4.3 shall be deemed to have


                                       13
<PAGE>


been paid in full satisfaction of all rights pertaining to the Shares formerly
represented by such Certificates.

         (d) Investment of Payment Fund. The Paying Agent shall invest the
Payment Fund, as directed by Parent, in (i) direct obligations of the United
States of America, (ii) obligations for which the full faith and credit of the
United States of America is pledged to provide for the payment of principal and
interest, (iii) commercial paper rated the highest quality by either Moody's
Investors Services, Inc. or Standard & Poor's Corporation, or (iv) certificates
of deposit, bank repurchase agreements or bankers' acceptances of commercial
banks with capital exceeding $500 million. Any net earnings with respect to the
Payment Fund shall be the property of and paid over to Parent as and when
requested by Parent.

         (e) Termination of Payment Fund. Any portion of the Payment Fund which
remains undistributed to the holders of Certificates for 180 days after the
Effective Time shall be delivered to Parent, upon demand, and any holders of
Certificates that have not theretofore complied with this Section 4.3 shall
thereafter look only to Parent, and only as general creditors thereof, for
payment of their claim for any Merger Consideration.

         (f) No Liability. None of Parent, Purchaser, the Surviving Corporation
or the Paying Agent shall be liable to any person in respect of any payments or
distributions payable from the Payment Fund delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law. Subject
to applicable law and public policy, if any Certificates shall not have been
surrendered immediately prior to such date on which any Merger Consideration in
respect of such Certificate would otherwise escheat to or become the property of
any Governmental Entity (as defined in Section 5.4(c)), any amounts payable in
respect of such Certificate shall, to the extent permitted by applicable law and
public policy, become the property of the Surviving Corporation, free and clear
of all claims or interest of any person previously entitled thereto.

         (g) Withholding Rights. Parent and Purchaser shall be entitled to
deduct and withhold, or cause to be deducted or withheld, from the consideration
otherwise payable pursuant to this Agreement to any holder of Shares, Stock
Options or Certificates such amounts as are required to be deducted and withheld
with respect to the making of such payment under the Internal Revenue Code of
1986, as amended (the "Code"), or any provision of applicable state, local or
foreign tax law. To the extent that amounts are so deducted and withheld, such
deducted and withheld amounts shall be treated for all purposes of this
Agreement as having been paid to such holders in respect of which such deduction
and withholding was made.


                                   ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth in Schedule 5 hereto, which schedule will be
arranged in sections and paragraphs corresponding to the numbered and lettered
sections and paragraphs of this Agreement (the "Company Disclosure Schedule"),
the Company represents and warrants to Parent and Purchaser that the statements
made in this Article V are true and correct.


                                       14
<PAGE>


         Section 5.1. Organization; Good Standing; Qualification and Power. Each
Company Party is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as it is presently being conducted, and is duly qualified
to do business and is in good standing in each jurisdiction in which the nature
of its business or the ownership or leasing of its properties makes such
qualification necessary, other than in such jurisdictions where the failure so
to qualify would not have a Material Adverse Effect. Section 5.1 of the Company
Disclosure Schedule sets forth a correct and complete list of jurisdictions in
which each Company Party is duly qualified and in good standing to do business.
The Company has delivered to Parent or its counsel complete and correct copies
of the certificate or articles of incorporation and bylaws of each Company
Party, in each case as amended to the date of this Agreement and the Closing
Date.

         Section 5.2. Capital Structure.

         (a) The authorized capital stock of the Company consists solely of
70,000 shares of Series A Convertible Preferred Stock, par value $0.001 per
share ("Series A Preferred Stock"), 1,700,000 shares of Series B Convertible
Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), 28,152
shares of Series C Convertible Preferred Stock, par value $0.001 per share
("Series C Preferred Stock"), 1,273,149 shares of Series D Convertible Preferred
Stock, par value $0.001 per share ("Series D Preferred Stock"), and 50,000,000
shares of common stock, par value $0.001 per share ("Common Stock"). As of the
date hereof, 0, 369,054, 0, 0 and 10,416,141 (on an as-converted basis) shares
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock and Common Stock, respectively, are issued and
outstanding. The Company owns all of the issued and outstanding shares of
capital stock of Crossvue and Penware, Inc., free of any Liens or limitations in
the Company's voting rights. Crossvue owns all of the issued and outstanding
shares of capital stock of Crossvue Limited (with the exception of six (the
"Crossvue Limited Qualifying Shares") out of 690,006 outstanding shares held by
current and former employees of the Company as required by Sri Lankan law), free
of any Liens or limitations in Crossvue's voting rights. The Crossvue Limited
Qualifying Shares are in all respects identical to the other 690,000 issued and
outstanding shares of capital stock of Crossvue Limited, including without
limitation, the dividend and voting rights associated with such shares.

         (b) Except as disclosed in Section 5.2 of the Company Disclosure
Schedule, no Stock Options have been granted and are outstanding. Except as
disclosed in Section 5.2(a) or in Section 5.2 of the Company Disclosure
Schedule, there are no outstanding (i) shares of capital stock or other voting
securities of the Company, (ii) securities of any Company Party convertible into
or exchangeable for shares of capital stock or voting securities of any Company
Party, (iii) no options or other rights to acquire from any Company Party, and
no obligation of any Company Party to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of any Company Party and (iv) no equity equivalents, interests
in the ownership or earnings of any



                                       15
<PAGE>


Company Party or other similar rights. Attached as Section 5.2 of the Company
Disclosure Schedule is a complete and correct list of the names of each holder
of Stock Options, or other rights to acquire any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of any Company Party, or equity equivalents, interests in the
ownership or earnings of any Company Party or other similar rights
(collectively, "Stock Rights"), the number of Stock Rights held by each such
holder, the exercise price and vesting terms for each such Stock Right (and
whether such vesting terms shall be affected by the executions and delivery of
this Agreement or the consummation of the transactions contemplated hereby) and
any amendments or modifications with respect to any such Stock Right effected
since June 30, 2001 (including any changes in the exercise price, changes in or
acceleration of the vesting terms and any regranting of Stock Rights).

         (c) All outstanding shares of capital stock of each Company Party are
duly authorized, validly issued, fully paid and nonassessable and not subject to
preemptive or similar rights. None of the Company Parties has or is subject to
or bound by or, at or after the Closing Date will have or be subject to or bound
by, any outstanding option, warrant, call, subscription or other right
(including any preemptive or similar right), agreement or commitment which (i)
obligates any Company Party to issue, sell or transfer, or repurchase, redeem or
otherwise acquire, any shares of the capital stock of any Company Party, (ii)
obligates any Company Party to provide funds or make any investment (in the form
of a loan, capital contribution or otherwise) in any Company Party, (iii)
restricts the transfer of any shares of capital stock of any Company Party or
(iv) relates to the holding, voting or disposition of any shares of capital
stock of any Company Party. No bonds, debentures, notes or other indebtedness of
any Company Party having the right to vote on any matters on which the
stockholders of any Company Party may vote are issued or outstanding.

         (d) The aggregate amount of consideration required by the Company to
comply with its obligations under Section 4.2(a) shall not exceed $288,000.

         Section 5.3. Title of Assets. Each Company Party is the sole, true and
lawful owner of the assets owned by it, free and clear of any liens, pledge,
hypothecation, levy, mortgage, deed of trust, security interest, claim, lease,
option, right of first refusal or easement or other real estate declaration,
covenant, condition, restriction under any shareholder or similar agreement,
encumbrance or any other restriction or limitation whatsoever (a "Lien") except
for any Lien granted in favor of Parent pursuant to the Convertible Note. Such
assets constitute all of the assets necessary to continue the business of the
Company Parties in the manner it is being conducted.

         Section 5.4. Authority.

         (a) Corporate Action. The Company has all requisite corporate power and
authority to enter into this Agreement and other documents contemplated hereby
(collectively with this Agreement, the "Transaction Documents") and to perform
its obligations hereunder and thereunder. The execution and delivery by the
Company of the Transaction Documents to which it is a party and the consummation
by the Company of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of the Company, except
for the approval of its stockholders. This Agreement and the transactions
contemplated hereby are the valid and binding obligations of the Company,
enforceable against it in accordance with their terms, except that such
enforceability may be subject to (i) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, conveyance or moratorium or other similar
laws affecting or relating to the enforcement of creditors' rights generally and
(ii) general principles of



                                       16
<PAGE>


equity relating to enforceability (regardless of whether considered in a
proceeding at law or in equity).

         (b) No Conflict. Neither the execution, delivery and performance of the
Transaction Documents to which the Company is a party nor the consummation of
the transactions contemplated thereby, nor compliance with the provisions
thereof will conflict with, or result in any violations of, or cause a default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, amendment, cancellation or acceleration of any obligation
contained in, or the loss of any material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of any Company Party under any term, condition or provision
of (x) the certificate of incorporation or bylaws of such Company Party, (y) any
loan or credit agreement, note, bond, mortgage, indenture, lease, license or
other material agreement to which such Company Party is a party or by which any
of its properties or assets are bound, or (z) any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to such Company Party or
its properties or assets.

         (c) Governmental Consents. Except as disclosed in Section 5.4(c) of the
Company Disclosure Schedule, no consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign (each a "Governmental Entity"), is required to be obtained by any
Company Party or its stockholders in connection with the execution and delivery
of the Transaction Documents or the consummation of the transactions
contemplated thereby.

         Section 5.5. SEC Filings.

         (a) The Company has filed all forms, reports and documents required to
be filed with the SEC since January 1, 1999 and has made available to Parent (i)
its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999,
2000 and 2001, (ii) its Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2002, and, (iii) all proxy statements relating to the Company's
meetings of stockholders (whether annual or special) held since January 1, 1999,
(iv) all other reports or registration statements, including any Current Report
on Form 8-K, filed by the Company with the SEC since January 1, 1999, and (v)
all amendments and supplements to all such reports and registration statements
filed by the Company with the SEC (collectively, the "SEC Reports"). The SEC
Reports (i) were prepared in all material respects in accordance with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. None of the Company's Subsidiaries is required to file any forms,
reports or other documents with the SEC.

         (b) Each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in the SEC Reports (collectively, the
"Company Financial Statements") was prepared in accordance with GAAP applied on
a consistent basis throughout the periods involved (except as may be indicated
in the notes thereto), and each fairly presents the consolidated financial
position of the Company and its subsidiaries as at the respective dates



                                       17
<PAGE>


thereof and the consolidated results of its operations and cash flows for the
periods indicated, except that the unaudited interim financial statements were
or are subject to normal and recurring year-end adjustments which were not or
are not expected to be material in amount, and may not contain certain related
notes as may be permitted by the applicable rules promulgated by the SEC.

         Section 5.6. Compliance with Applicable Laws. Except as disclosed in
Section 5.6 of the Company Disclosure Schedule, the business of each Company
Party is not being conducted in violation of any material law, ordinance,
regulation, rule or order of any Governmental Entity. Except as disclosed in
Section 5.6 of the Company Disclosure Schedule, there is currently no
investigation or review by a Governmental Entity with respect to any Company
Party pending or, to the Best Knowledge of the Company, threatened, nor has any
Governmental Entity notified any Company Party of its intention to conduct the
same. To the Best Knowledge of the Company, each Company Party has all permits,
licenses, approvals, orders, and franchises from Governmental Entities
("Permits") required to conduct its businesses as now being conducted. All of
each Company Party's respective Permits are in full force and effect. No
violations under such Permits have been recorded.

         Section 5.7. Litigation. Except as disclosed in Section 5.7 of the
Company Disclosure Schedule, there is no suit, action, arbitration, demand,
claim, dispute, investigation or proceeding, pending or, to the Best Knowledge
of the Company, threatened, against any Company Party nor any of its directors
or officers (in their capacity as directors or officers); nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against any Company Party (i) relating to the business of
any Company Party, or (ii) that could have an adverse effect on the ability of
the Company to perform its obligations hereunder or under any documents
contemplated hereby. No injunction, writ, temporary restraining order, decree or
order of any nature has been issued by any court or other Governmental Entity
against any Company Party purporting to enjoin or restrain the execution,
delivery or performance of any Transaction Document.

         Section 5.8. Title to Properties. Section 5.8 of the Company Disclosure
Schedule sets forth a correct and complete list of real property leased by each
Company Party. None of the Company Parties own any real property. Each Company
Party holds a leasehold interest as lessee under leases in full force and effect
in all real property used in connection with its business.

         Section 5.9. Subsidiaries. Except for Crossvue and Crossvue Limited,
and except as disclosed in Section 5.9 of the Company Disclosure Schedule,
neither the Company directly or indirectly owns nor has made any investment in
any of the capital stock of, or any other proprietary interest in, any other
Person.

         Section 5.10. Employee Benefit Plans and Employment Matters.

         (a) Except as disclosed in Section 5.10(a) of the Company Disclosure
Schedule, neither any Company Party nor any ERISA Affiliate (as hereinafter
defined) maintains any Employee Benefit Plan.


                                       18
<PAGE>


         (b) The Company has delivered to Parent or its counsel prior to the
date hereof complete and correct copies of (i) any employment agreements and any
procedures and policies relating to the employment of employees of any Company
Party and the use of temporary employees and independent contractors by any
Company Party (including summaries of any procedures and policies that are
unwritten), and (ii) plan instruments and amendments thereto for all Employee
Benefit Plans and related trust agreements, insurance and other contracts,
summary plan descriptions, summaries of material modifications and material
communications distributed to the participants of each Employee Benefit Plan
(and written summaries of any unwritten Employee Benefit Plans, modifications to
Employee Benefit Plans and employee communications).

         (c) Neither any Company Party nor any ERISA Affiliate maintains or has
ever maintained, contributed to or had an obligation to contribute to or could
have any obligation in respect of an Employee Benefit Plan subject to Title IV
of ERISA or to Section 412 of the Code. Neither any Company Party nor any ERISA
Affiliate has ever contributed to, or withdrawn in a partial or complete
withdrawal from, any "multiemployer plan" (as defined in Section 3(37) of ERISA)
or has any fixed or contingent liability under Section 4204 of ERISA. No
Employee Benefit Plan is a "multiple employer plan" as described in Section
3(40) of ERISA or Section 413(c) of the Code.

         (d) Each Employee Benefit Plan is and has been operated in all material
respects in compliance with its terms and all applicable laws, and by its terms
can be amended and/or terminated at any time and in any manner without incurring
liability thereunder. As of and including the Closing Date, each Company Party
shall have made all contributions required to be made by it up to and including
the Closing Date with respect to each Employee Benefit Plan, or adequate
accruals therefor will have been provided for and will be reflected on the
unaudited consolidated balance sheet of the Company at March 31, 2002 provided
to Parent by the Company (the "Balance Sheet"). All notices, filings and
disclosures required by ERISA or the Code (including notices under Section 4980B
of the Code) have been timely made.

         (e) No Employee Benefit Plan provides for medical or health benefits,
or life insurance or other death benefits (through insurance or otherwise) or
provides for the continuation of such benefits or coverage for any employee or
any dependent or beneficiary of any employee after such employee's retirement or
other termination of employment except as may be required by Part 6 of Subtitle
B of Title I of ERISA and Section 4980B of the Code ("COBRA"), and there has
been no communication to any employee that could reasonably be expected to
promise or guarantee any such benefits.

         (f) Except as required by law, none of the Company Parties has proposed
or has agreed to any changes to any Employee Benefit Plan that would cause an
increase in benefits under any such Employee Benefit Plan (or the creation of
new benefits or plans) nor to change any employee coverage which would cause an
increase in the expense of maintaining any such Employee Benefit Plan.

         (g) Section 5.10(g)(1) of the Company Disclosure Schedule lists all
employees of the Company Parties as of the date of this Agreement, their
salaries as of the date of this Agreement, the date and amount of their most
recent salary increases and their accrued and unused vacation.



                                       19
<PAGE>


Except as disclosed on Section 5.10(g)(2) of the Company Disclosure Schedule, no
Person has an employment or severance agreement with any Company Party. The
Company has furnished to Parent copies of all consulting or independent
contractor agreements between any Company Party and any Person. No "leased
employee" (within the meaning of Section 414(n) or (o) of the Code) performs any
services for any Company Party.

         (h) Except as disclosed on Section 5.10(h) of the Company Disclosure
Schedule, no Employee Benefit Plan provides benefits or payments based on or
measured by the value of an equity security of or interest in any Company Party
or any ERISA Affiliate.

         (i) To the Best Knowledge of the Company, no condition exists as a
result of which any Company Party may have a material liability, whether
absolute or contingent, including any obligations under the Employee Benefit
Plans, with respect to any misclassification of a person performing services for
a Company Party as an independent contractor rather than as an employee.

         (j) Except as disclosed on Section 5.10(j) of the Company Disclosure
Schedule, no Employee Benefit Plan is a plan, agreement or arrangement providing
for benefits, in the nature of severance benefits, and no Company Party has
outstanding any liabilities with respect to any severance benefits available
under any Employee Benefit Plan.

         (k) Except as disclosed on Section 5.10(k) of the Company Disclosure
Schedule or except as expressly contemplated by this Agreement, the consummation
of the transactions contemplated by this Agreement, either alone or in
combination with another event (including, without limitation, the termination
of employment of any Person), will not result in (i) any payment (including,
without limitation, severance, unemployment compensation, golden parachute or
bonus payments or otherwise) becoming due to any director, officer, employee or
consultant of any Company Party, (ii) any increase in the amount of compensation
or benefits payable in respect of any director, officer, employee or consultant
of any Company Party, or (iii) acceleration of the vesting or timing of payment
of any benefits or compensation payable in respect of any director, officer,
employee or consultant of any Company Party, in each case under any Employee
Benefit Plan or otherwise. No Employee Benefit Plan provides benefits or
payments contingent upon, triggered by or increased as a result of a change in
the ownership or effective control of any Company Party.

         (l) Except as disclosed on Section 5.10(l) of the Company Disclosure
Schedule, neither any Company Party nor any ERISA Affiliate is a contractor or
subcontractor with obligations under any federal, state or local government
contracts.

         (m) To the Best Knowledge of the Company, each Company Party is in
compliance with all applicable laws (including any legal obligation to engage in
affirmative action), agreements and contracts relating to the employment of
former, current and prospective employees, independent contractors and "leased
employees" (within the meaning of section 414(n) of the Code) of such Company
Party, including all such laws, agreements and contracts relating to wages,
hours, collective bargaining, employment discrimination, immigration,
disability, civil rights, fair labor standards, occupational safety and health,
workers' compensation, pay equity, wrongful discharge and violation of the
potential rights of such



                                       20
<PAGE>


former, current and prospective employees, independent contractors and leased
employees, and has timely prepared and filed all appropriate forms (including
Immigration and Naturalization Service Form I-9) required by any relevant
governmental authority.

         (n) To the Best Knowledge of the Company, each Company Party has good
labor relations and it is not aware of any facts reasonably indicating that the
consummation of the transactions contemplated hereby will have an adverse effect
on labor relations or that any of the Company Parties' employees intends to
leave their employ.

         (o) None of the Company Parties are engaged in any unfair labor
practice. No collective bargaining agreement with respect to the business of any
Company Party is currently in effect or being negotiated. None of the Company
Parties have any obligation to negotiate any such collective bargaining
agreement, and there is no indication that the employees of any Company Party
desire to be covered by a collective bargaining agreement.

         (p) There are no strikes, slowdowns or work stoppages pending or, to
the Best Knowledge of the Company, threatened with respect to the employees of
any Company Party, nor has any such strike, slowdown or work stoppage occurred
or, to the Best Knowledge of the Company, been threatened since January 1, 2001.
There is no representation claim or petition pending before the National Labor
Relations Board or any state or local labor agency and, to the Best Knowledge of
the Company, no question concerning representation has been raised or threatened
since January 1, 2001 respecting the employees of any Company Party.

         (q) There are no complaints or charges against any Company Party
pending before the National Labor Relations Board or any state or local labor
agency and, to the Best Knowledge of the Company, no person has threatened since
January 1, 2001 to file any complaint or charge against any Company Party with
any such board or agency.

         (r) To the Best Knowledge of the Company, no charges with respect to or
relating to the business of any Company Party or any affiliate thereof are
pending before the Equal Employment Opportunity Commission, or any state or
local agency responsible for the prevention of unlawful employment practices.

         (s) Since January 1, 2001, no Company Party has received any notice of
the intent of any federal, state, local or foreign agency responsible for the
enforcement of labor or employment laws to conduct an investigation of such
Company Party and, to the Best Knowledge of the Company, no such investigation
is in progress.

         (t) Except as set forth on Section 5.10(t) of the Company Disclosure
Schedule, neither any Company Party nor any of its directors, officers and
employees has made any statements or representations or distributed any written
material to any of its employees regarding future operating plans of Parent
after the Closing or Company Parties' or Parent's continued employment of
Company Parties' respective employees subsequent to the Closing, other than any
such statements, representations or written material authorized by Parent.

         Section 5.11. Absence of Undisclosed Liabilities. At March 31, 2002
(the "Balance Sheet Date"), no Company Party had any direct or indirect
liabilities or obligations of any nature (matured or unmatured, fixed or
contingent) other than those adequately reflected or reserved



                                       21
<PAGE>


against on the Balance Sheet, and any such liabilities or obligations incurred
after the Balance Sheet Date were incurred (i) in the ordinary course of
business consistent with prior practice, none of which are, individually or in
the aggregate, material, or (ii) in connection with this Agreement.

         Section 5.12. Absence of Certain Changes or Events. Except as disclosed
in Section 5.12 of the Company Disclosure Schedule, since the Balance Sheet Date
there has not occurred:

         (a) any change in the condition (financial or otherwise), properties,
assets, liabilities, business operations or results of operations that could
reasonably constitute a Material Adverse Effect on the Company;

         (b) any amendments or changes in the certificate or articles of
incorporation or bylaws of any Company Party, other than the certificate of
amendment of the certificate of incorporation of the Company filed April 4, 2002
which increased the number of authorized shares of Common Stock;

         (c) any damage, destruction or loss of any Company Party's assets or
properties, whether covered by insurance or not;

         (d) any redemption, repurchase or other acquisition of shares of
capital stock by any Company Party (other than pursuant to arrangements with
terminated employees or consultants), or any declaration, setting aside or
payment of any dividend or other distribution (whether in cash, stock or
property) with respect to any capital stock of any Company Party;

         (e) any increase in or modification of the compensation or benefits
payable or to become payable by any Company Party to any of its directors,
employees or consultants;

         (f) any modification of any term of benefits payable under, any
Employee Benefit Plan;

         (g) any acquisition or sale of a material amount of property or assets
of any Company Party or by any Company Party of any property or assets of any
stockholder, director or officer of any Company Party;

         (h) any (A) incurrence, assumption or guarantee by any Company Party of
any debt for borrowed money; (B) issuance or sale of any securities convertible
into or exchangeable for debt securities of any Company Party; or (C) issuance
or sale of options or other rights to acquire from any Company Party, directly
or indirectly, debt securities of any Company Party or any securities
convertible into or exchangeable for any such debt securities;

         (i) any creation or assumption by any Company Party of any mortgage,
pledge, material security interest or lien or other encumbrance on any asset;

         (j) any making of any loan, advance or capital contribution to or
investment in any person other than travel loans or advances made in the
ordinary course of business of the Company Parties;


                                       22
<PAGE>


         (k) any entering into, amendment of, relinquishment, termination or
non-renewal by any Company Party of any contract, lease transaction, commitment
or other right or obligation, other than as disclosed in Section 5.12(k) of the
Company Disclosure Schedule and except for purchase and sale commitments entered
into in the ordinary course of business, consistent with past practice;

         (l) any transfer or grant of a right under Company IP Rights;

         (m) any labor dispute or charge of unfair labor practice (other than
routine individual grievances), any activity or proceeding by a labor union or
representative thereof to organize any employees of any Company Party or any
campaign being conducted to solicit authorization from employees to be
represented by such labor union;

         (n) any agreement or arrangement made by any Company Party to take any
action which, if taken prior to the date hereof, would have made any
representation or warranty set forth in this Agreement untrue or incorrect as of
the date when made unless otherwise disclosed;

         (o) any waiver or release by any Company Party of any right or claim
except for the waiver or release of non-material claims in the ordinary course
of business, consistent with past practice;

         (p) any material change in the accounting methods or practices used by
the Company Parties; or

         (q) any material change in any of the Company Parties' respective
business practices.

         Section 5.13. Agreements. Section 5.13 of the Company Disclosure
Schedule sets forth a list of any of the following written or oral contracts,
agreements and other instruments ("Contractual Obligations") entered into by any
Company Party, copies of each of which have been delivered to Parent or its
counsel:

         (a) continuing contract for the future purchase, sale or manufacture of
products, material, supplies, equipment or services requiring payment to or from
any Company Party in an amount in excess of $25,000 per annum which is not
terminable on 30 days' or less notice without cost or other liability at or at
any time after the Closing Date or in which any Company Party has granted or
received manufacturing rights, most favored nation pricing provisions or
exclusive marketing rights relating to any product, group of products or
territory;

         (b) vendor or customer contracts;

         (c) joint venture contract or agreement;

         (d) contract or commitment for the employment of any officer, employee
or consultant, severance agreement, non-competition agreement, non-disclosure
agreement, agreement requiring a change of control or parachute payments, or any
other type of contract or understanding with any officer, employee or consultant
which is not immediately terminable without cost or other liability;


                                       23
<PAGE>


         (e) indenture, mortgage, promissory note, loan agreement, guarantee or
other agreement or commitment for the borrowing of money, for a line of credit
or for a leasing transaction of a type required to be capitalized in accordance
with Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board;

         (f) lease or other agreement under which any Company Party is lessee of
or holds or operates any items of tangible personal property or real property
owned by any third party and under which payments to such third party exceed
$25,000 per annum;

         (g) agreement or arrangement for the sale of any assets, properties or
rights having a value in excess of $25,000;

         (h) agreement which restricts any Company Party, any employee of any
Company Party, or any independent contractor of any Company Party from engaging
in any aspect of its business or competing in any line of business in any
geographic area;

         (i) Company IP Rights Agreement; or

         (j) agreement between any Company Party and any stockholders, directors
or officers of a Company Party.

         Section 5.14. No Defaults. Except as disclosed in Section 5.14 of the
Company Disclosure Schedule, none of the Company Parties are in default under,
and there exists no event, condition or occurrence and none would result from
the execution, delivery and performance by any Company Party of any Transaction
Document to which it is a party and the transactions contemplated thereby,
which, after notice or lapse of time, or both, would constitute such a default
by such Company Party under, any material contract or agreement to which such
Company Party is a party.

         Section 5.15. Taxes. Except as otherwise set forth in Section 5.15 of
the Company Disclosure Schedule:

         (a) Each Company Party has timely filed with the appropriate taxing
authorities all returns and reports in respect of Taxes ("Returns") required to
be filed (taking into account any extension of time to file granted to or on
behalf of such Company Party). The information on such Returns is complete and
accurate in all respects. Each Company Party has paid on a timely basis all
Taxes (whether or not shown on any Return) due and payable. There are no liens
for Taxes (other than for current Taxes not yet due and payable) upon the assets
of any Company Party.

         (b) No unpaid (or unreserved in accordance with GAAP) deficiencies for
Taxes have been claimed, proposed or assessed by any taxing authority or other
Governmental Entity with respect to any Company Party for any period prior to
the Closing Date, and there are no pending or threatened audits, investigations
or claims for or relating to any liability in respect of Taxes of any Company
Party. No Company Party has requested any extension of time within which to file
any currently unfiled returns in respect of any Taxes and no extension of a
statute of limitations relating to any Taxes is in effect with respect to any
Company Party.


                                       24
<PAGE>



         (c) (i) The Company Parties have made or will make provision for all
Taxes payable by the Company Parties with respect to any Pre-Closing Period
which are not payable prior to the Closing Date; (ii) the provisions for Taxes
with respect to the Company Parties for the Pre-Closing Period (excluding any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) are adequate to cover all Taxes with respect to such
period; (iii) each Company Party has withheld and paid all Taxes required to
have been withheld and paid in connection with amounts paid or owing to any
employee, independent contractor, creditor, shareholder or other third party;
(iv) none of the Company Parties have ever been a member of an affiliated group
within the meaning of Section 1504 of the Code, or filed or been included in a
combined, consolidated or unitary return of any Person (other than a group the
common parent of which was the Company); (v) none of the Company Parties are
liable for Taxes of any other Person (except another Company Party), or are
currently under any contractual obligation to indemnify any Person with respect
to Taxes, or are a party to any tax sharing agreement or any other agreement
providing for payments by any Company Party with respect to Taxes; (vi) none of
the Company Parties is a person other than a United States person within the
meaning of the Code; and (vii) none of the Company Parties is a party to any
joint venture, partnership, or other arrangement or contract which could be
treated as a partnership for federal income tax purposes.

         As used in this Section 5.15, the "Company Parties" shall mean,
individually and collectively, (i) the Company Parties, and (ii) any individual,
trust, corporation, partnership or other entity as to which any Company Party
may be liable for Taxes incurred by such individual or entity as a transferee,
pursuant to any agreement or pursuant to any provision of federal, state, local
or foreign law or regulation.

         Section 5.16. Intellectual Property. Except in each case as disclosed
in Section 5.16 of the Company Disclosure Schedule:

         (a) The Company Parties collectively own, or have the right to use,
sell or license all Intellectual Property Rights as used in their business as
presently conducted and as it is expected to be conducted as of the Closing Date
(such Intellectual Property Rights being hereinafter collectively referred to as
the "Company IP Rights") and such rights to use, sell or license are sufficient
for such conduct of their business;

         (b) the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not constitute a
breach of any instrument or agreement governing any Company IP Right (the
"Company IP Rights Agreements"), will not cause the forfeiture or termination or
give rise to a right of forfeiture or termination of any Company IP Right or
impair the right of any Company Party or, after the Closing Date, Parent to use,
sell or license any Company IP Right or portion thereof;

         (c) there are no royalties, honoraria, fees or other payments payable
by any Company Party to any Person other than as set forth in the Company IP
Rights Agreements listed in Section 5.16 of the Company Disclosure Schedule;

         (d) the conduct of the Company Parties' business, as presently
conducted and as it is expected to be conducted as of the Closing Date, does not
and will not violate any license or



                                       25
<PAGE>


agreement between a Company Party and any third party or infringes any
Intellectual Property Right of any other party, and there is no pending or, to
the Best Knowledge of the Company, threatened claim or litigation contesting the
validity, ownership or right to use, sell, license or dispose of any Company IP
Right nor is there any basis for any such claim, nor has any Company Party
received any notice asserting that any Company IP Right or the proposed use,
sale, license or disposition thereof conflicts or will conflict with the rights
of any other party, nor is there any basis for any such assertion; and

         (e) Each Company Party has taken reasonable and practical steps
designed to safeguard and maintain the secrecy and confidentiality of, and its
proprietary rights in, all Company IP Rights. All consultants of the Company
Parties who have created Company IP Rights have executed and delivered to the
applicable Company Party an agreement assigning to such Company Party all
Intellectual Property Rights arising from their services, and such Intellectual
Property Rights are works made for hire and such Company Party is the author and
owner of all such rights under the Copyright Act of 1976, as amended, and the
rules and regulations promulgated thereunder. No current or prior officers,
employees or consultants of any Company Party claim or have a right to claim an
ownership interest in any Company IP Rights as a result of having been involved
in the development or licensing of such property while employed by or consulting
to any Company Party, or otherwise.

         (f) Section 5.16(f) of the Company Disclosure Schedule sets forth a
list of all applications, registrations, filings and other formal actions made
or taken pursuant to federal, state and foreign laws by any Company Party to
perfect or protect its interest in Company IP Rights, including, without
limitation, all patents, patent applications, trademarks and service marks,
trademark and service mark applications, copyrights and copyright applications.

         (g) Section 5.16(g) of the Company Disclosure Schedule lists and
briefly describes the material terms of all of the material Intellectual
Property licenses held by any Company Party; all such licenses are valid,
enforceable and in full force and effect, and will continue to be so in all
material respects on identical terms immediately following the Closing Date,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).

         (h) Except as set forth in Section 5.16(h) of the Company Disclosure
Schedule, to the Best Knowledge of the Company, there is no unauthorized use,
infringement or misappropriation of any of Company IP Rights by any third party,
including any employee or former employee of any Company Party.

         Section 5.17. Receivables. The accounts and notes receivable reflected
on the Balance Sheet as of the Balance Sheet Date provided to Parent by the
Company, and the accounts and notes receivable arising subsequent to the Balance
Sheet Date, have or will have arisen only from bona fide transactions in the
ordinary course of the Company Parties' business, represent valid obligations to
the Company Parties and have been collected or are collectible in full, net of
any allowance for uncollectibles recorded on the Balance Sheet in a manner
consistent with past practice, in the ordinary course of business without resort
to litigation; and none of such accounts



                                       26
<PAGE>


and notes receivable is or will at the Closing Date be subject to any defense,
counterclaim or setoff. There has been no material adverse change since the
Balance Sheet Date in the amounts of accounts and notes receivable or the
allowances with respect thereto, from that reflected in the Balance Sheet at
such date.

         Section 5.18. Fees and Expenses. Except as disclosed in the Company's
Disclosure Schedule, none of the Company Parties nor any of its stockholders,
directors, officers or employees has caused Parent or any Company Party to
become obligated to pay any fee or commission to any broker, finder or
intermediary in connection with the transactions contemplated by this Agreement.
A complete and accurate copy of the engagement letter with Jane Capital Partners
LLC has been provided or made available to Parent and will not be amended,
without the consent of Parent, to (i) increase the fees payable thereunder or
(ii) extend the period for which services are to be performed beyond the
Effective Time.

         Section 5.19. Insurance. The Company Parties have in effect fire and
casualty insurance policies listed in Section 5.19 of the Company Disclosure
Schedule with the effective date and coverage amounts indicated thereon. Such
policies and binders are valid and enforceable in accordance with their terms
and are in full force and effect.

         Section 5.20. Condition of Property. All real and personal property
owned or leased by any Company Party is generally in good repair and is
operational and usable in the operations of such Company Party, subject to
ordinary wear and tear.

         Section 5.21. Environmental Matters.

         (a) During the period that each Company Party has leased its properties
or owned or operated any facilities, neither such Company Party nor, to the Best
Knowledge of the Company, any other Person has disposed, released, or
participated in or authorized the release or threatened release of Hazardous
Materials on, from or under such properties or facilities. None of the Company
Parties has knowledge of any presence, disposal, release or threatened release
of Hazardous Materials on, from or under any of such properties or facilities,
which may have occurred prior to such Company Party having taken possession of
any of such properties or facilities. For the purposes of this Agreement, the
terms "disposal," "release" and "threatened release" shall have the definitions
assigned thereto by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq., as amended ("CERCLA").

         (b) The operations of each Company Party are in compliance with
Environmental Laws. During the time that each Company Party has owned or leased
its respective properties and facilities, neither such Company Party nor, to the
Best Knowledge of the Company, any other Person has used, generated,
manufactured or stored on, under or about such properties or facilities or
transported or arranged for the disposal to or from such properties or
facilities any Hazardous Materials.

         (c) no Company Party is subject to any outstanding Environmental Claim.


                                       27
<PAGE>


         (d) There are no facts, circumstances or conditions relating to the
assets of the Company or its Subsidiaries that could give rise to an Environment
Claim or Environmental Costs and Liabilities.

         Section 5.22. Interested Party Transactions. Except as disclosed in
Section 5.22 of the Company Disclosure Schedule, no stockholder, officer or
director of any Company Party or any other "affiliate" or "associate" (as those
terms are defined in Rule 405 promulgated under the Securities Act) of such
Company Party has had, either directly or indirectly, any interest in: (i) any
Person which purchases from or sells, licenses or furnishes to such Company
Party any goods, property, technology or intellectual or other property rights
or services; or (ii) any contract or agreement to which any Company Party is a
party or by which it may be bound or affected.

         Section 5.23. Proxy Statement/Information Statement. If required
pursuant to Section 7.9 hereof, the proxy statement on Schedule 14A (or, if the
stockholder approval of the Company for the transactions contemplated by this
Agreement is to be obtained by written consent in lieu of a meeting, then the
information statement on Schedule 14C) to be filed and mailed to the
stockholders of the Company will not, on the date the proxy or information
statement, as applicable (or any amendment thereof or supplement thereto), is
first mailed to stockholders, at the time of the stockholders' meeting to
approve the transactions contemplated hereby, or at the Closing, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; or
omit to state any material fact necessary to correct any statement in any
earlier communication with respect to the solicitation of proxies for the
stockholders' meeting which has become false or misleading. The proxy or
information statement, as the case may be, shall comply with the requirements of
the 1934 Act and the rules and regulations thereunder.

         Section 5.24. Voting Requirements. In the event that Section 253 of the
General Corporation Law of the State of Delaware is inapplicable and unavailable
to effectuate the Merger, the affirmative vote of the holders of a majority of
the outstanding Shares entitled to vote at the Stockholders Meeting (as defined
in Section 7.10) with respect to the adoption of this Agreement is the only vote
of the holders of any class or series of the Company's capital stock or other
securities required in connection with the consummation by the Company of the
Merger and the other transactions contemplated hereby to be consummated by the
Company. The Board of Directors has taken all necessary actions so that the
restrictions on "business combinations" (as defined in Section 203 of the
General Corporation Law of the State of Delaware) set forth in Section 203 of
the General Corporation Law of the State of Delaware are not applicable to this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger.

         Section 5.25. Previous Agreements. Immediately prior to the execution
of this Agreement, the Asset Purchase Agreement dated as of June 26, 2002 among
the Company, Crossvue and Hand Held Products, Inc. was terminated in accordance
with its terms. The Convertible Note (as defined in such Asset Purchase
Agreement) held by Hand Held Products, Inc. has been fully repaid and discharged
with the proceeds of the Convertible Note (as defined herein) held by Parent.


                                       28
<PAGE>


         Section 5.26. Product Liability and Recalls.

         (a) Except as disclosed in Section 5.26(a) of the Company Disclosure
Schedule, the Company is not aware of any claim, or the basis of any claim,
against any of the Company Parties for injury to person or property of employees
or any third parties suffered as a result of the sale of any product or
performance of any service by any Company Party, including claims arising out of
the defective or unsafe nature of its products or services.

         (b) Except as disclosed in Section 5.26(b) of the Company Disclosure
Schedule, there is no pending or, to the Knowledge of the Company, threatened
recall or investigation of any product sold by any Company Party.

         Section 5.27. Disclosure. No representation or warranty made by the
Company in this Agreement, nor any document, written information, statement,
financial statement, projection, certificate or exhibit prepared and furnished
or to be prepared and furnished by any Company Party or its representatives
pursuant hereto or in connection with the transactions contemplated hereby, when
taken together, contains any untrue statement of a material fact, or omits to
state a material fact necessary to make the statements or facts contained herein
or therein not misleading in light of the circumstances under which they were
furnished.


                                  ARTICLE VI

             REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

         Parent and Purchaser hereby represent and warrant to the Company that:

         Section 6.1. Organization; Good Standing; Qualification and Power. Each
of Parent and Purchaser is a corporation duly incorporated, validly existing and
in good standing under the laws of the state of its incorporation, has all
requisite organizational power and authority to own, lease and operate its
properties and to carry on its business as it is presently being conducted.

         Section 6.2. Authority.

         (a) Corporate Action. Each of Parent and Purchaser has all requisite
organizational power and authority to enter into this Agreement and to perform
its obligations under each Transaction Document to which it is a party and to
consummate the transactions contemplated thereby. The execution and delivery of
any Transaction Document to which it is a party by Parent or Purchaser, as
applicable, and the consummation by Parent and Purchaser of the transactions
contemplated thereby have been duly authorized by all necessary corporate action
on the part of Parent and Purchaser, as the case may be. The Transaction
Documents to which Parent and/or Purchaser is a party have been duly executed
and delivered by Parent or Purchaser, as applicable, and are the valid and
binding obligation of Parent or Purchaser, as the case may be, enforceable
against it in accordance with its terms, except that such enforceability may be
subject to (i) applicable bankruptcy, insolvency, reorganization or other
similar laws affecting or relating to the enforcement of creditors' rights
generally and (ii) general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity).


                                       29
<PAGE>



         (b) No Conflict. Neither the execution, delivery and performance of any
Transaction Document to which Parent or Purchaser is a party nor the
consummation of the transactions contemplated thereby nor compliance with the
provisions hereof will conflict with, or result in any violations of, or cause a
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, amendment, cancellation or acceleration of any
obligation contained in, or the loss of any material benefit under, or result in
the creation of any Lien upon any of the properties or assets of Parent or
Purchaser under, any term, condition or provision of (x) the certificate of
incorporation or bylaws of Parent or Purchaser, (y) any loan or credit agreement
of Parent or Purchaser, or (z) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Parent or Purchaser, or its
properties or assets, other than those that would not prevent or delay Parent or
Purchaser, from performing its obligations under the Transaction Documents.

         (c) Governmental Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity (other
than the SEC) is required to be obtained by Parent or Purchaser in connection
with the execution and delivery of this Agreement, or the consummation of the
transactions contemplated hereby, except for where the failure to obtain such
consents, approvals and the like, would not prevent or delay Parent or
Purchaser, from performing its obligations under this Agreement.

         Section 6.3. Fees and Expenses. None of Parent, Purchaser nor any of
its stockholders, directors, officers or employees has caused any Company Party
to become obligated to pay any fee or commission to any broker, finder or
intermediary in connection with the transactions contemplated by this Agreement.

         Section 6.4. Litigation. There is no suit, action, arbitration, demand,
claim, dispute, investigation or proceeding pending or, to the best knowledge of
Parent or Purchaser, threatened against Parent or Purchaser, nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against Parent or Purchaser, in each case that could have
a material adverse effect on Parent's or Purchaser's ability to perform its
obligations under this Agreement or any documents contemplated hereby. No
injunction, writ, temporary restraining order, decree or order of any nature has
been issued by any court or other Governmental Entity against Parent or
Purchaser, purporting to enjoin or restrain the execution, delivery or
performance of any Transaction Document.

         Section 6.5. Financial Condition. Parent is solvent, and it presently
has the financial ability to enable Purchaser to pay the Offer Consideration and
the Merger Consideration.

         Section 6.6. No Business Activities. Purchaser has not conducted any
activities other than in connection with its organization, the negotiation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.


                                       30
<PAGE>



                                  ARTICLE VII

                                COMPANY COVENANTS

         Section 7.1. Advice of Changes. During the period from the date of this
Agreement until the earlier of the Closing or the termination of this Agreement
in accordance with its terms, the Company will promptly advise Parent in writing
(a) of any event occurring subsequent to the date of this Agreement that would
render any representation or warranty of the Company contained in this
Agreement, if made on or as of the date of such event or the Closing Date,
untrue or inaccurate, (b) of any Material Adverse Effect on the Company and (c)
of any breach by the Company of any covenant or agreement contained in any of
the Transaction Documents. To ensure compliance with this Section 7.1, the
Company shall deliver to Parent as soon as practicable but in any event within
30 days after the end of each monthly accounting period ending after the date of
this Agreement and before the earlier of the Closing Date or the termination of
this Agreement in accordance with its terms, an unaudited consolidated balance
sheet and statement of operations for the Company, which financial statements
shall be prepared in the ordinary course of business in accordance with the
Company's books and records and GAAP consistently applied and shall fairly
present in all material respects the consolidated financial position of the
Company as of their respective dates and the results of the Company's operations
for the periods then ended. During the period from the date of this Agreement
until the earlier of the Closing or the termination of this Agreement in
accordance with its terms, the Company shall regularly inform and consult Parent
regarding, and take all actions which Parent shall reasonably request to
minimize, the use or expected use of working capital.

         Section 7.2. Maintenance of Business. During the period from the date
of this Agreement until the earlier of the Closing Date or the termination of
this Agreement in accordance with its terms, the Company will, and shall cause
its Subsidiaries to, use commercially reasonable efforts to carry on and
preserve its business and its relationships with customers, suppliers, employees
and others in substantially the same manner as it has prior to the date hereof.
If the Company becomes aware of any material deterioration in the relationship
with any customer, supplier or key employee, it will promptly bring such
information to the attention of Parent in writing and will exert its best
efforts to restore the relationship.

         Section 7.3. Conduct of Business. During the period from the date of
this Agreement until the earlier of the Closing Date or the termination of this
Agreement in accordance with its terms, including without limitation, pursuant
to Section 10.1(g), the Company will, and shall cause its Subsidiaries to,
continue to conduct its business and maintain its business relationships in the
ordinary and usual course consistent with past practice and will not, without
the prior written consent of Parent:

         (a) issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock of any class or any
securities convertible into or exercisable for, or any rights, warrants or
options to acquire, any such shares, or enter into any agreement with respect to
any of the foregoing, other than the issuance of shares of the Common Stock upon
the exercise of stock options issued in the ordinary course of business prior to
the date hereof in accordance with the terms of the Company Stock Incentive Plan
as in effect on the date of this Agreement;


                                       31
<PAGE>


         (b) (i) incur, assume or guarantee any debt for borrowed money, other
than borrowings under that certain $3,500,000 convertible promissory note (the
"Convertible Note") in favor of Parent, (ii) issue or sell any securities
convertible into or exchangeable for debt securities of the Company or any
Subsidiary; or (iii) issue or sell options or other rights to acquire, directly
or indirectly, debt securities of the Company or any Subsidiary or any
securities convertible into or exchangeable for any such debt securities;

         (c) enter into any material transaction not in the ordinary course of
its business consistent with past practice;

         (d) create or assume any Lien on any asset, except any Lien granted in
favor of Parent pursuant to the Convertible Note;

         (e) dispose of any of its assets except in the ordinary course of
business consistent with past practice;

         (f) enter into any material lease or contract for the purchase or sale
or license of any property, real or personal, except in the ordinary course of
business consistent with past practice;

         (g) fail to maintain its equipment and other assets in good working
condition and repair in all material respects according to the standards it has
maintained to the date of this Agreement, subject only to ordinary wear and
tear;

         (h) except as set forth in Section 7.3(h) of the Company Disclosure
Schedule, pay (or make any oral or written commitments or representations to
pay) any bonus, increased salary or special remuneration to any director,
officer, employee or consultant or enter into or vary the terms of any
employment, consulting or severance agreement with any such person, pay any
severance or termination pay (other than payments made in accordance with plans
or agreements existing on the date hereof), grant any stock option or warrant or
issue any restricted stock, or enter into or modify any agreement or Employee
Benefit Plan (except as required by law) or any similar agreement or increase
benefits of the type described in Section 5.10;

         (i) change accounting practice or principle utilized in the preparation
of the financial statements;

         (j) make any loan, advance or capital contribution to or investment in
any Person other than travel loans or advances made in the ordinary course of
business consistent with past practice;

         (k) enter into, amend, relinquish, terminate or permit expiration of
any contract, lease transaction, commitment or other right or obligation, except
for commitments entered into in the ordinary course of business consistent with
past practice;

         (l) other than as disclosed in the Company Disclosure Schedule, waive
or release any right or claim except for the waiver or release of non-material
claims in the ordinary course of business consistent with past practice;



                                       32
<PAGE>


         (m) pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment, discharge or satisfaction in the ordinary course of business and
consistent with past practice of liabilities reflected or reserved against in
Company Financial Statements or incurred since the Balance Sheet Date in the
ordinary course of business and consistent with past practice;

         (n) merge, consolidate or reorganize with, or acquire any entity;

         (o) amend its certificate of incorporation or bylaws;

         (p) license or otherwise transfer any Company IP Rights;

         (q) change any insurance coverage or issue any certificates of
insurance;

         (r) except pursuant to any conversion of the Series B Preferred Stock
by the holders thereof, redeem, repurchase or otherwise acquire shares of its
capital stock, or declare, set aside or pay any dividend or other distribution
(whether in cash, stock or property) with respect to its capital stock, or
split, combine or reclassify any of its capital stock or issue or authorize or
propose the issuance of any other securities in respect of, in lieu of or in
substitution for, shares of its capital stock;

         (s) make or rescind any material tax election or settle or compromise
any material income tax liability with any Governmental Entity or settle any
action, suit, claim, investigation or proceeding with any Governmental Entity
(legal, administrative or arbitrative); or

         (t) agree to do, or enter into negotiations with respect to, any of the
things described in the preceding clauses in this Section 7.3.

         Section 7.4. Regulatory Approvals. The Company will promptly execute
and file any application or other document that may be necessary or desirable in
order to obtain the authorization, approval or consent of any governmental body,
federal, state, local or foreign, which may be reasonably required, or which
Parent may reasonably request, in connection with the consummation of the
transactions contemplated by the Transaction Documents. The Company will, and
will cause its Subsidiaries to, use its commercially reasonable efforts to
promptly obtain all such authorizations, approvals and consents.

         Section 7.5. Necessary Consents. During the period from the date of
this Agreement until the earlier of the Closing or the termination of this
Agreement in accordance with its terms, the Company will, and will cause its
Subsidiaries to, use its commercially reasonable efforts to obtain such written
consents and take such other actions as may be necessary or appropriate to
facilitate the consummation of the transactions contemplated by the Transaction
Documents and to allow Parent and Purchaser to carry on the Company Parties'
business after the Closing.

         Section 7.6. Access to Information. During the period from the date of
this Agreement until the earlier of the Closing or the termination of this
Agreement, the Company will, and will cause its Subsidiaries to, allow Parent
and its agents reasonable access to the files, books, records, offices and
personnel of the Company and its Subsidiaries, including, without limitation,
any and all information relating to Taxes, commitments, contracts, leases,
licenses and real,



                                       33
<PAGE>


personal and intangible property and financial condition of the Company and its
Subsidiaries. The Company will, and will cause its Subsidiaries to, cause its
accountants to cooperate with Parent and its agents in making available to them
all financial information reasonably requested, including, without limitation,
the right to examine all working papers pertaining to all Tax returns and
financial statements prepared, reviewed or audited by such accountants.
Notwithstanding the above, Parent and its agents shall obtain written approval
(which approval shall not unreasonably be withheld or delayed) from the Company
prior to contacting any of the Company clients or customers.

         Section 7.7. Satisfaction of Conditions Precedent. During the period
from the date of this Agreement until the earlier of the Closing or the
termination of this Agreement in accordance with its terms, the Company will,
and will cause its Subsidiaries to, use its commercially reasonable efforts to
satisfy or cause to be satisfied all the conditions within its control that are
set forth in Exhibit A, and the Company will, and will cause its Subsidiaries
to, will use its commercially reasonable efforts to cause the transactions
contemplated by the Transaction Documents to be consummated.

         Section 7.8. No Other Negotiations.

         (a) Subject to Section 7.8(b) hereof, from and after the date of this
Agreement until the earlier of the Closing or the termination of this Agreement
in accordance with its terms, the Company shall not, and shall cause its
Subsidiaries and any Person acting on behalf of any Company Party not to,
directly or indirectly, (a) solicit, initiate, continue or respond to
discussions or engage in negotiations with any Person (whether such negotiations
are initiated by any Company Party or otherwise) or take any other action
intended or designed to facilitate the efforts of any Person, other than Parent,
relating to the possible acquisition, recapitalization or other business
combination involving any Company Party (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise) or any material portion of its
capital stock or assets, or any transaction the consummation of which would or
would reasonably be expected to impede, interfere with, prevent or materially
delay the transaction contemplated by this Agreement or which would or would
reasonably be expected to materially dilute the benefits to Parent of the
transaction contemplated by this Agreement (with any such efforts by any such
Person to be referred to as "Acquisition Proposal"), (b) provide non-public
information with respect to any Company Party to any Person, other than a
Company Party's professional advisors, Parent or Parent's professional advisors,
or (c) enter into an agreement with any Person, other than Parent and Purchaser,
providing for a possible Acquisition Proposal. If any Company Party receives any
inquiry, offer or proposal relating to an Acquisition Proposal, the Company
shall, and shall cause such Company Party to, immediately notify Parent thereof,
including information as to the identity of the party making any such inquiry,
offer or proposal and the specific terms of such inquiry, offer or proposal, as
the case may be.

         (b) (i) Notwithstanding anything to the contrary contained in Section
7.8(a), prior to the acceptance for payment of Shares by Purchaser pursuant to
the Offer, the Company may, to the extent a majority of the entire Board of
Directors of the Company determines, in good faith, after consultation with and
based upon the advice of outside legal counsel, that the Board's fiduciary
duties require it to do so, participate in discussions or negotiations with,
and, subject to the requirements of Section 7.8(c), furnish non-public
information, and afford access to the



                                       34
<PAGE>


properties, books or records of the Company Parties to any Person after such
Person has delivered to the Company in writing, an unsolicited bona fide
Acquisition Proposal with respect to any Company Party (which has not been
withdrawn) which a majority of the entire Board of Directors of the Company in
its good faith judgment determines, after reasonable inquiry and due diligence
(which shall include the review of such Person's financial statements) and
consultation with an investment banking firm, (A) would be reasonably likely to
result in a transaction more favorable than that contemplated by this Agreement
to the stockholders of the Company from a financial point of view (which
judgment must be reasonable), and (B) that the Person making such Acquisition
Proposal is financially capable of consummating such Acquisition Proposal or
that the financing necessary to consummate such Acquisition Proposal, to the
extent required, is then committed or is reasonably capable of being obtained by
such Person (a "Superior Proposal").

         (ii) In the event the Company receives a Superior Proposal prior to the
acceptance for payment of Shares by Purchaser pursuant to the Offer, nothing
contained in this Agreement (but subject to the terms of this Section 7.8(b))
will prevent the Board of Directors of the Company from recommending such
Superior Proposal to the stockholders of the Company, if the Board determines,
in good faith, after consultation with and based upon the advice of outside
legal counsel, that such action is required by its fiduciary duties; in such
case, the Board of Directors of the Company may withdraw, modify or refrain from
making its recommendations set forth in Sections 2.3, 7.9 and 7.10 and other
relevant sections in this Agreement, and, to the extent it does so, the Company
may refrain from soliciting proxies to secure the affirmative vote of its
stockholders as contemplated by Section 7.10; provided, however, that the
Company shall (A) provide Parent at least five business days prior notice of any
meeting of the Board of Directors of the Company at which such Board of
Directors is reasonably expected to consider a Superior Proposal, (B) not
recommend to its stockholders a Superior Proposal for a period of not less than
the greater of five full business days and 120 hours after Parent's receipt of a
copy of such Superior Proposal and the identity of the third party, and (C) not
enter into a definitive agreement relating to such Superior Proposal unless
Parent fails to match the terms of the Superior Proposal within the greater of
five full business days and 120 hours after Parent's receipt of a copy of such
Superior Proposal and the identity of the third party; and provided, further,
that unless this Agreement is terminated pursuant to Article X, nothing
contained in this Section 7.8(b) shall limit the Company's obligation to hold
and convene a special meeting of its stockholders (regardless of whether the
recommendation of the Board of Directors of the Company shall have been
withdrawn, modified or not yet made) or to provide the stockholders of the
Company with material information relating to such meeting. The Company shall
keep Parent informed on a reasonably current basis of the status and content of
any discussions regarding any Acquisition Proposal with a third party.

         (c) Notwithstanding anything to the contrary herein, the Company shall
not, and shall cause its Subsidiaries not to, provide any non-public information
to a third party unless: (x) the Company or such Subsidiary provides, such
non-public information pursuant to a nondisclosure agreement with terms
regarding the protection of oral or written confidential information at least as
restrictive as such terms in the confidentiality agreement heretofore entered
into by the parties hereto; and (y) such non-public information has been
previously delivered or made available to Parent.


                                       35
<PAGE>



         Section 7.9. Proxy Statement; Information Statement. If requested by
Parent, the Company will promptly prepare and file with the SEC, a proxy
statement or, if applicable, an information statement, to obtain the requisite
stockholder approval of this Agreement and the transactions contemplated hereby.
The Company will respond to any comments of the SEC as promptly as practicable
after such filing and will cause the proxy or information statement, as
applicable, to be mailed to its stockholders at the earliest practicable time.
The Company will notify Parent promptly upon the receipt of any comments from
the SEC or its staff and of any request by the SEC or its staff for amendments
or supplements to the proxy statement or for additional information and will
supply Parent with copies of all correspondence between such party or any of its
representatives, on the one hand, and the SEC, or its staff or any other
government officials, on the other hand, with respect to the proxy statement.
The proxy or information statement, as applicable, will comply in all material
respects with all applicable requirements of law and the rules and regulations
promulgated thereunder. Whenever any event occurs which is required to be set
forth in an amendment or supplement to the proxy or information statement, as
applicable, the Company will promptly inform Parent of such occurrence and
cooperate in filing with the SEC or its staff, and/or mailing to stockholders of
the Company, of such amendment or supplement. The proxy statement or information
statement, as applicable, shall include the recommendation of the Boards of
Directors of the Company in favor of the approval of this Agreement and the
transactions contemplated thereby, subject to Section 7.8(b).

         Section 7.10. Stockholders' Meeting. (a) As soon as practicable
following the acceptance for payment of and payment for Shares by Purchaser in
the Offer, if required by law to consummate the Merger, the Company shall with
the cooperation of Parent take all action necessary, in accordance with the
General Corporation Law of the State of Delaware, the Exchange Act and other
applicable law and its certificate of incorporation and by-laws to call a
special meeting of its stockholders (the "Stockholders Meeting") for the
purposes of voting upon the approval of this Agreement and the transactions
contemplated hereby as soon as practicable after 10 days have elapsed after the
filing of a preliminary proxy statement (unless the SEC notifies the Company of
its intention to provide comments on the proxy statement, in which case as soon
as practicable after the SEC notifies the Company that it is satisfied with the
modifications made to the proxy statement made in response to such comments and
that it has no additional comments), provided, that the Company may, in lieu of
holding such a meeting, obtain such approval by written consent of stockholders
in accordance with the requirements of the General Corporation Law of the State
of Delaware. Unless otherwise required by the applicable fiduciary duties of the
directors of the Company, as determined by such directors in good faith, after
consultation with and based upon the advice of outside legal counsel, as
contemplated by Section 7.8, the Company, if required by law to consummate the
Merger, shall solicit from its stockholders proxies in favor of approval of this
Agreement and the transactions contemplated thereby (unless such approval was
obtained on a written consent in lieu of a meeting), and shall take all other
reasonable action necessary or advisable to secure the vote or consent of
stockholders in favor of such approval.

         (b) At the Stockholders Meeting, Parent and Purchaser shall cause all
of the Shares owned by them to be voted in favor of the adoption of this
Agreement and the approval of the transactions contemplated thereby.



                                       36
<PAGE>


         Section 7.11. Crossvue Limited Qualifying Shares. The Company shall use
its best efforts to cause the existing holders of the Crossvue Limited
Qualifying Shares to transfer or assign such shares for no or nominal
consideration to Crossvue Limited or to designees of Parent at or prior to the
Closing.


                                   ARTICLE VIII

                       PARENT'S AND PURCHASER'S COVENANTS

         Section 8.1. Advice of Changes. During the period from the date of this
Agreement until the earlier of the Closing or the termination of this Agreement
in accordance with its terms, Parent and Purchaser will promptly advise the
Company in writing (a) of any event occurring subsequent to the date of this
Agreement that would render any representation or warranty of Parent or
Purchaser contained in this Agreement, if made on or as of the date of such
event or the Closing Date, untrue or inaccurate, (b) of any event that would
have a material adverse effect on Parent's or Purchaser's ability to perform its
obligations under any of the Transaction Documents, and (c) of any breach by
Parent or Purchaser of any covenant or agreement contained in any of the
Transaction Documents.

         Section 8.2. Regulatory Approvals. Parent and Purchaser will promptly
execute and file any application or other document that may be necessary or
desirable in order to obtain the authorization, approval or consent of any
governmental body, federal, state, local or foreign, which may be reasonably
required, or which the Company may reasonably request, in connection with the
consummation of the transactions contemplated by the Transaction Documents. Each
of Parent and Purchaser will use its commercially reasonable efforts to promptly
obtain all such authorizations, approvals and consents.

         Section 8.3. Necessary Consents. During the period from the date of
this Agreement until the earlier of the Closing or the termination of this
Agreement in accordance with its terms, each of Parent and Purchaser will use
its commercially reasonable efforts to obtain such written consents and take
such other actions as may be necessary or appropriate to facilitate the
consummation of the transactions contemplated by the Transaction Documents.

         Section 8.4. Satisfaction of Conditions Precedent. During the period
from the date of this Agreement until the earlier of the Closing or the
termination of this Agreement in accordance with its terms, each of Parent and
Purchaser will use its commercially reasonable efforts to satisfy or cause to be
satisfied all the conditions precedent within its control that are set forth in
Exhibit A, and each of Parent and Purchaser will use its commercially reasonable
efforts to cause the transactions contemplated by the Transaction Documents to
be consummated.


                                   ARTICLE IX

                              CONDITIONS PRECEDENT

         Section 9.1. Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger shall be
subject to the satisfaction or written waiver on or prior to the Closing Date of
the following conditions:


                                       37
<PAGE>



         (a) Completion of the Offer. Purchaser shall have accepted for payment
and paid for all Shares validly tendered in the Offer and not withdrawn.

         (b) Stockholder Approval. This Agreement shall have been adopted by the
affirmative vote of the holders of the requisite number of shares of capital
stock of the Company if such vote is required pursuant to the Company's
certificate of incorporation, the General Corporation Law of the State of
Delaware or other applicable law.

         (c) No Injunctions or Restraints. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Merger shall be in effect.


                                   ARTICLE X

                            TERMINATION OF AGREEMENT

         Section 10.1. Termination. This Agreement may be terminated and the
transactions contemplated herein may be abandoned at any time prior to the
consummation of the Offer:

         (a) by mutual written consent duly authorized by the Boards of
Directors of the Company and Parent; or

         (b) by either the Company or Parent, if the consummation of the Offer
shall not have occurred by October 31, 2002 (the "Final Date") (provided that
the right to terminate this Agreement under this Section 10.1(b) shall not be
available to any party whose failure to fulfill any obligation or satisfy any
condition precedent under this Agreement has been the principal cause of or
resulted in the failure of such consummation to occur on or before such date);
or

         (c) by either the Company or Parent, if a court of competent
jurisdiction or governmental, regulatory or administrative agency or commission
shall have issued a nonappealable final order, decree or ruling or taken any
other action having the effect of permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement; or

         (d) by Parent, if (i) the Board of Directors of the Company shall
withdraw, modify or change its approval or recommendation of this Agreement or
the transactions contemplated thereby in a manner adverse to Parent, or the
Company shall have failed to include in the Schedule 14d-9 the recommendation of
the Board of Directors of the Company in favor of the Offer; (ii) the Board of
Directors of the Company shall have recommended to the stockholders of the
Company an Acquisition Proposal, or the Company shall have executed a letter of
intent, a definitive agreement or similar document with respect to an
Acquisition Proposal or an Acquisition Proposal is consummated; (iii) a tender
offer or exchange offer for 10% or more of the outstanding shares of Common
Stock is commenced and the Company shall not have sent to its stockholders,
within 10 business days after the commencement of such tender or exchange offer,
a statement that the Board of Directors of the Company recommends rejection of
such tender or exchange offer; (iv) an Acquisition Proposal (other than a tender
or exchange offer covered by clause (iii) of this Section 10.1(d)) with respect
to any Company Party is publicly



                                       38
<PAGE>


announced and, upon Parent's request, the Company fails to issue a press release
announcing its opposition to such Acquisition Proposal within three (3) business
days after such request; (v) the Company shall have executed for purposes of
Section 203 of the General Corporation Law of the State of Delaware any
acquisition of Shares by any person or group other than the Parent or its
affiliates; or (vi) the Board of Directors of the Company shall have resolved to
take any action described in clauses (i), (ii) or (v) of this Section 10.1(d);
or

         (e) by Parent, if (i) any representation or warranty of the Company set
forth in this Agreement that is qualified by materiality shall not be true and
correct or (ii) any representation or warranty of the Company set forth in this
Agreement that is not qualified shall not be true and correct in all material
respects, or by the Company, if (A) any representation or warranty of Parent set
forth in this Agreement that is qualified by materiality shall not be true and
correct or (B) any representation or warranty of Parent set forth in this
Agreement that is not so qualified shall not be true and correct in all material
respects; provided, that, in each case, if such misrepresentation is curable
prior to the Final Date by the Company or Parent, as the case may be, through
the exercise of commercially reasonable efforts and for so long as the Company
or Parent, as the case may be, continues to exercise such commercially
reasonable efforts, neither the Company nor Parent, respectively, may terminate
this Agreement under this Section 10.1(e); or

         (f) by either the Company or Parent, upon a breach of any covenant or
agreement set forth in this Agreement by the other party; provided, that, if
such breach is curable prior to the Final Date by the Company or Parent, as the
case may be, through the exercise of its commercially reasonable efforts and for
so long as the Company or Parent, as the case may be, continues to exercise such
commercially reasonable efforts, neither Parent nor the Company, respectively,
may terminate this Agreement under this Section 10.1(f);

         (g) by the Company, in the event the Company receives a Superior
Proposal that Parent fails to match within the time period contemplated by
Section 7.8(b)(ii) so long as the Company has not breached any of its
obligations under Section 7.8; or

         (h) by the Company, if Parent fails to execute the Convertible Note and
advance funds thereunder in accordance with the terms thereof.

         Section 10.2. Effect of Termination. In the event of the termination of
this Agreement pursuant to Section 10.1, this Agreement shall forthwith become
void and there shall be no liability on the part of any party hereto or any of
its affiliates, directors, officers or shareholders except (i) as set forth in
this Section 10.2 and Section 10.3 hereof, and (ii) nothing herein shall relieve
any party from any breach of this Agreement.

         Section 10.3. Break-Up Fees and Expenses.

         (a) Except as set forth in this Section 10.3, all fees and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses, whether or not such
transactions are consummated.

         (b) The principal amount of the Convertible Note shall be increased by
$350,000 as liquidated damages, and the Company shall reimburse Parent for all
reasonable out-of-pocket



                                       39
<PAGE>


expenses and fees, whether incurred prior to, concurrently with or after the
execution of this Agreement, in connection with the transaction contemplated by
this Agreement, if this Agreement is terminated by either the Company or Parent
for any reason other than (i) pursuant to Section 10.1(a) or (h) or (ii)
pursuant to Section 10.1(b), (e) or (f) as a result of Parent's breach of this
Agreement or inaccuracy of representations or warranties of Parent made in this
Agreement.

         (c) The principal amount of the Convertible Note shall be reduced by
$350,000 as liquidated damages if this Agreement is rightfully terminated by the
Company pursuant to Section 10.1(b), (e) or (f) as a result of Parent's breach
of this Agreement or inaccuracy of representations or warranties of Parent made
in this Agreement, provided that the Company were not in breach of any of their
agreements, covenants, representations or warranties made in this Agreement.

         Section 10.4. No Indemnity. Notwithstanding anything to the contrary
contained in this Agreement, none of the parties to this Agreement, nor their
officers, directors, stockholders, employees, affiliates, attorneys, accountants
or agents, shall be entitled to indemnification, express or implied, contractual
or statutory, equitable or otherwise, under this Agreement.


                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1. Governing Law. The laws of the State of Delaware
(irrespective of its choice of law principles) will govern the validity of this
Agreement, the construction of its terms and the interpretation and enforcement
of the rights and duties of the parties hereto. All actions and proceedings
relating directly or indirectly to this Agreement shall be litigated in any
state court or federal court located in the State of Delaware. The parties
hereto expressly consent to the jurisdiction of any such court and to venue
therein.

         Section 11.2. Assignment; Binding Upon Successors and Assigns. None of
the parties hereto may assign any of its rights or obligations hereunder without
the prior written consent of the other parties hereto; provided, however, that
Parent may assign, without the prior written consent of the Company, its right
to purchase the Shares to one or more direct or indirect wholly-owned
subsidiaries with the financial ability to fulfill Purchaser's obligation to pay
the Offer Consideration and the Merger Consideration, provided that no such
assignment shall relieve Parent of its obligations hereunder. This Agreement
will be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         Section 11.3. Severability. If any provision of this Agreement, or the
application thereof, will for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such void
or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the greatest extent possible, the economic,
business and other purposes of the void or unenforceable provision.



                                       40
<PAGE>


         Section 11.4. Counterparts. This Agreement may be executed in any
number of counterparts, each of which will be an original as regards any party
whose signature appears thereon and all of which together will constitute one
and the same instrument. This Agreement will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

         Section 11.5. Other Remedies. Except as otherwise provided herein, any
and all remedies herein expressly conferred upon a party will be deemed
cumulative with and not exclusive of any other remedy conferred hereby or by law
on such party, and the exercise of any one remedy will not preclude the exercise
of any other.

         Section 11.6. Amendment and Waivers. Any term or provision of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only by a writing signed by the party to be bound thereby. The
waiver by a party of any breach hereof or default in the performance hereof will
not be deemed to constitute a waiver of any other default or any succeeding
breach or default. The Agreement may be amended by the parties hereto at any
time before or after its approval by the stockholders of the Company, but, after
such approval, no amendment will be made which by applicable law requires the
further approval of the stockholders of the Company without obtaining such
further approval.

         Section 11.7. Waiver of Jury Trial. Each of the parties hereto hereby
waives to the fullest extent permitted by applicable law any right it may have
to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement or the Offer and Merger. Each
of the parties hereto (a) certifies that no representative, agent or attorney of
any other party hereto has represented, expressly or otherwise, that such other
party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the Offer and Merger, as applicable,
by, among other things, the mutual waivers and certifications in this Section
11.7.

         Section 11.8. Notices. All notices and other communications pursuant to
this Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally, sent via
facsimile (with confirmation), sent by nationally-recognized overnight courier
or mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the following address (or at such other address for a
party as shall be specified by like notice):

         If to the Company, to:

              @POS.com, Inc.
              3051 North First Street
              San Jose, California 95134
              Attention:  Chief Executive Officer
              Telecopier: (408) 468-5570



                                       41
<PAGE>


         With a copy to:

              Silicon Valley Law Group
              152 N. 3rd St., Suite 900
              San Jose, California 95112
              Attn: James C. Chapman, Esq.
              Telecopier: (408) 286-1400

         And if to Parent, to:

              Symbol Technologies, Inc.
              One Symbol Plaza
              Holtsville, NY 11742
              Attention:  Leonard Goldner
              Telecopier:  (631) 738-4127

         With a copy to:

              Simpson Thacher & Bartlett
              425 Lexington Avenue
              New York, NY 10017-3954
              Attention:  Edward Chung
              Telecopier:  (212) 455-2502

         All such notices and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of a facsimile, when the party sending such copy during normal
business hours of the recipient shall have confirmed receipt of the
communication (and if received at other times, then at the start of next
business day), (c) in the case of delivery by nationally-recognized overnight
courier, next day delivery requested, on the business day following dispatch,
and (d) in the case of mailing, on the third business day following such
mailing.

         Section 11.9. Construction of Agreement. This Agreement has been
negotiated by the respective parties hereto and their attorneys and the language
hereof will not be construed for or against any party. A reference to a Section
or an exhibit will mean a Section in, or exhibit to, this Agreement unless
otherwise explicitly set forth. The titles and headings herein are for reference
purposes only and will not in any manner limit the construction of this
Agreement which will be considered as a whole.

         Section 11.10. Further Assurances. Each party agrees to cooperate fully
with the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances as may be reasonably
requested by any other party to evidence and reflect the transactions described
herein and contemplated hereby and to carry into effect the intents and purposes
of this Agreement.

         Section 11.11. Absence of Third Party Beneficiary Rights. No provisions
of this Agreement are intended, nor will be interpreted, to provide or create
any third party beneficiary rights or any other rights of any kind in any
client, customer, affiliate, shareholder, partner or any



                                       42
<PAGE>


party hereto or any other person or entity unless specifically provided
otherwise herein, and, expect as so provided, all provisions hereof will be
personal solely between the parties to this Agreement.

         Section 11.12. Public Announcement. The parties shall cooperate with
respect to any public announcement relating to the transactions contemplated
hereby; and no party will issue any public statement announcing such transaction
without the prior consent of the other parties, except as such party in good
faith (based upon advise of counsel) believes is required by law or rules of a
stock exchange and following notice to the other parties.

         Section 11.13. Entire Agreement. This Agreement, the exhibits hereto
and the documents referred to herein and therein constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect hereto, other than any confidentiality
agreements entered into among the parties hereto which shall remain in full
force and effect. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof.

         Section 11.14. Survival. Notwithstanding anything to the contrary
herein, the representations, warranties and covenants of the parties to this
Agreement or in any instrument delivered pursuant hereto, shall terminate upon
the Closing.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       43
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger as of the date first above written.

                                @POS.COM, INC.

                                By:  /s/ John Wood
                                     ------------------
                                     Name:   John Wood
                                     Title:  CEO


                                SYMBOL TECHNOLOGIES, INC.

                                By:   /s/ Leonard Goldner
                                     -------------------------
                                     Name:  Leonard Goldner
                                     Title: Executive Vice President and
                                            General Counsel


                                SYMBOL ACQUISITION CORP.

                                By:   /s/ Leonard Goldner
                                     ------------------------
                                     Name:   Leonard Goldner
                                     Title:  Vice President, Secretary
                                             and Assistant Treasurer




                                       44
<PAGE>


                                    EXHIBIT A

                             CONDITIONS TO THE OFFER

         Capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement and Plan of Merger (the "Agreement") of which this
Exhibit A is a part. Notwithstanding any other provision of the Offer and
subject to the terms of the Merger Agreement, Purchaser shall not be required to
accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's
obligation to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for, any tendered
Shares, and may amend the Offer or terminate the Offer, in each case, consistent
with the terms of the Agreement and not accept for payment any tendered Shares,
if (i) there shall not have been validly tendered and not withdrawn prior to the
expiration of the Offer such number of Shares which would constitute at least a
majority of the Shares outstanding on a fully diluted basis on the date of
purchase ("on a fully-diluted basis" meaning the number of Shares outstanding,
together with the Shares which the Company may be required to issue pursuant to
warrants, options or obligations outstanding at that date under employee stock
or similar benefit plans or otherwise whether or not vested or then exercisable)
(the "Minimum Condition"), (ii) any necessary material approval, permit,
authorization or consent of any governmental, administrative or regulatory
agency shall not have been obtained, (iii) the Agreement shall have been
terminated in accordance with its terms, or (iv) at any time on or after the
date of the Agreement and prior to the expiration date of the Offer, any of the
following events shall occur and be continuing and shall not have resulted from
the breach by Parent or Purchaser of any of their obligations under the
Agreement:

         (a) there shall be any action or proceeding brought or threatened by
any Governmental Entity or any person, or any statute, rule, regulation,
judgment, order or injunction enacted, entered, enforced, promulgated or deemed
applicable to the Offer or the Merger, seeking to (i) impose any material
limitations on Parent's or Purchaser's ownership or operation (or that of any of
their respective subsidiaries or affiliates) of all or a material portion of
their or the Company's businesses or assets or compel Parent or Purchaser to
dispose of or hold separate all or any portion of the business or assets of the
Company or any of its Subsidiaries or Parent or any of its subsidiaries, (ii)
prohibit the making or consummation of the Offer or the Merger, (iii) impose
material limitations on the ability of Purchaser, or render Purchaser unable, to
accept for payment, pay for or purchase some or all of the Shares pursuant to
the Offer and the Merger, or effectively to exercise full rights of ownership of
the Shares, including, without limitation, the right to vote the Shares
purchased by Purchaser or Parent on all matters properly presented to the
Company's stockholders or (iv) require the divestiture by Parent or Purchaser of
any Shares; or

         (b) (i) any representation or warranty of the Company contained in the
Agreement that is qualified as to materiality shall not be true and correct; or
(ii) any representation or warranty of the Company in the Agreement that is not
so qualified shall not be true and correct in all material respects, in each
case as of the date of consummation of the Offer as though made on or as of such
date (other than representations and warranties that by their terms address
matters only as of another specified date, which shall be true and correct only
as of such other specified date); or



<PAGE>


         (c) the Company shall have breached or failed in any material respect
to perform any obligation or to comply with any agreement or covenant of the
Company to be performed by or complied with by it under the Agreement; or

         (d) there shall have occurred an event, change, occurrence, or
development of a state of facts or circumstances having, or which would
reasonably be expected to have, a Material Adverse Effect on the Company; or

         (e) there shall have occurred (i) any suspension or limitation of
trading in securities generally on the NYSE (which suspension or limitation
shall continue for at least three hours) or any setting of minimum prices for
trading on such exchange, (ii) any banking moratorium declared by the U.S.
federal or New York authorities or any suspension of payments in respect of
banks in the United States, (iii) any material limitation (whether or not
mandatory) by any Governmental Entity on the extension of credit by commercial
banks or other commercial lending institutions, (iv) a commencement of a war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States or (v) in the case of any of the
foregoing existing on the date hereof, a material acceleration or worsening
thereof;

which, in the reasonable judgment of Parent or Purchaser, in any such case set
forth in clauses (a) - (e), and regardless of the circumstances (including any
action or inaction by Parent or Purchaser) giving rise to such condition makes
it inadvisable to proceed with the Offer and/or with such acceptance for payment
or, of payment for, Shares.

         Subject to the terms of the Agreement, the foregoing conditions are for
the sole benefit of Parent and Purchaser and may be waived by Parent or
Purchaser, in whole or in part, at any time and from time to time, in the sole
discretion of Parent or Purchaser. The failure by Parent or Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
right and each such right shall be deemed an ongoing right which may be asserted
at any time and from time to time.



                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(2)
<SEQUENCE>11
<FILENAME>file010.txt
<DESCRIPTION>CONFIDENTIALLY AGREEMENT
<TEXT>
<PAGE>



During the term of this Agreement, Symbol Technologies, Inc., having a place of
business at One Symbol Plaza, Holtsville, NY 11742-1300 (hereinafter referred to
as "Symbol") and @pos, having a place of business at: North First St, San Jose,
CA 95134; agree to receive information and data (hereinafter referred to as
"Confidential Information") from each other for the sole purpose of evaluating
the technologies, products, and product specifications of each party. Such data
shall include, but not be limited to technical information, including,
preliminary product descriptions and specifications, financial information and
forecasts, business plans and trade secrets.

IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN CONTAINED, PARTIES AGREE AS
FOLLOWS:

1.   As between the parties hereto, the provisions of this agreement shall
     supersede the provisions of any legend which may be affixed to the
     Confidential Information by the disclosing party and the provisions of such
     legend shall, to the extent they are inconsistent herewith, be without any
     force or effect.

2.   Notwithstanding that this Agreement shall have terminated or expired, each
     party agrees to keep in confidence and prevent the unauthorized use or
     disclosure to any unauthorized person or persons of all Confidential
     Information which is designated in writing, or by an appropriate stamp or
     legend by the disclosing party to be of a proprietary or confidential
     nature, which is received under this Agreement and to use such data only
     for the above stated purpose. Confidential Information shall include
     information disclosed orally only if identified as proprietary information
     at the time of the first oral disclosure and reduced to writing and so
     designated within thirty (30) days thereof. Neither party shall be liable
     for use or disclosure of any such Confidential Information if the same:

a.   is in the public domain at the time it is disclosed; or
b.   is known to the receiving party at the time of disclosure; or
c.   is used or disclosed with the prior, written approval of the disclosing
     party; or
d.   is used or disclosed after five (5) years from the date of this Agreement;
     or
e.   is independently developed by the receiving party; or
f.   becomes known to the receiving party from a source other than the
     disclosing party without a breach of this Agreement by the receiving party.


3.   In maintaining the confidentiality of Confidential Information received
     hereunder, each party shall exercise the same degree of care that the
     receiving party takes to safeguard its own proprietary information.

4.   Neither the execution of this Agreement nor the disclosure of Confidential
     Information hereunder by either party hereto shall be construed as granting
     to the other, either expressly or otherwise, any license under any
     invention or patent now or hereafter owned or controlled by such party, nor
     shall such Agreement or disclosure constitute any representation, warranty
     or assurance by the disclosing party with respect to any infringement of
     patents or other rights of third parties.

5.   The term of this Agreement, during which Confidential Information may be
     furnished shall be from the date hereof to one year after such date.

6.   Each party shall perform its obligations hereunder without charge to the
     other. Nothing in this Agreement shall:

a.   grant either party the right to make any commitment of any kind for or on
     behalf of the other party without the prior written consent of the other
     party; or

b.   create or be interpreted in any way as a joint venture, partnership or
     formal business organization of any kind.

     7.  Each party shall designate the following individual as a Contract
         Coordinator responsible for handling Confidential Information as herein
         described:

         For Symbol:
         Name:        Adam Petrovich                     Phone:   412-968-2230

         For @POS:
         Name:        John Wood or                       Phone:   408-468-5408
                     Llavan Fernando

8.   Upon expiration or termination of this Agreement, or upon breach of any
     obligation of this Agreement by the receiving party, or upon request of the
     disclosing party, all recorded copies of the Confidential Information and
     portions thereof remaining in the receiving party's possession shall be
     returned to the disclosing party or destroyed, and such return or
     destruction certified to the disclosing party.

9.   This Agreement constitutes the entire Agreement and understanding between
     the parties as to the subject matter hereof, and supersedes and replaces
     all prior and contemporaneous agreements, written or oral, as to such
     subject matter.

10.  The parties acknowledge that this Agreement is personal in nature and agree
     that this Agreement shall not be assigned, in whole or in part, by either
     party without the written consent of the other party. Any purported
     assignment of this Agreement or any interest therein without the written
     consent of both parties shall be void.

11.  No subsequent agreement, arrangement, relationship or understanding between
     the parties shall be valid, effective or enforceable and no obligation or
     liability shall be created on behalf of either party hereto unless and
     until it is contained in a writing, signed by duly authorized
     representatives of each party.

12.  If any legal proceedings are commenced to resolve any disputes or
     difference which may arise between the parties hereto, out of or in
     connection with this Agreement, the prevailing party shall be entitled, in
     addition to any other award that may be made, to recover costs, attorneys
     fees, and expert witness fees, including any costs or attorneys fees
     incurred in connection with any appeals.

13.  This Agreement shall be governed by, performed under, and construed in
     accordance with the commercial laws but not the conflict of law provisions
     of the State of New York.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date below

     @pos                               SYMBOL TECHNOLOGIES, INC.

     By: /s/ Llavan Fernando            By: Adam Petrovich
     Name:Llavan Fernando               Name: /s/ Adam Petrovich
     Title: CEO                         Title: VP Mobile Commerce
     Date: 6/20/02                      Date: 6/20/02



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(3)
<SEQUENCE>12
<FILENAME>file011.txt
<DESCRIPTION>TENDER AND VOTING AGREEMENT
<TEXT>
<PAGE>

                                                                  EXECUTION COPY


                  TENDER AND VOTING AGREEMENT, dated as of August 12, 2002 (the
"Agreement"), among SYMBOL TECHNOLOGIES, INC., a Delaware corporation
("Parent"), SYMBOL ACQUISITION CORP., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), and each of the other parties identified on
the signature pages hereto (each a "Stockholder").

                  WHEREAS, Parent, Purchaser and @POS.COM, INC., a Delaware
corporation (the "Company"), are, concurrently with the execution and delivery
of this Agreement, entering into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"; terms used without definition herein
having the meanings assigned to them in the Merger Agreement), pursuant to
which, among other things, Purchaser will make a tender offer (the "Offer") to
purchase all outstanding shares of common stock of the Company (the "Company
Common Stock");

                  WHEREAS, as of the date hereof, each Stockholder beneficially
owns the number of shares of Company Common Stock and options, convertible
securities and warrants to acquire Company Common Stock or other voting
securities of the Company ("Exercisable Securities") set forth opposite such
Stockholder's name on the signature pages hereto (such Company Common Stock and
Exercisable Securities, the Stockholder's "Existing Securities" and together
with any Company Common Stock or other voting securities of the Company, the
beneficial ownership of which is acquired after the date hereof, whether upon
the exercise of options, conversion of convertible securities, exercise of
warrants or otherwise of any other Exercisable Securities, collectively referred
to herein as the "Securities"); and

                  WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Purchaser have required that each Stockholder
agree, and each Stockholder has agreed, among other things, to tender its
Securities to Purchaser or any subsidiary of Parent, to vote in favor of the
adoption of the Merger Agreement and to grant Parent an option to purchase all
of the Securities owned by such Stockholder, on the terms and conditions
provided for herein.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                  Agreement to Tender; Agreement to Vote; Proxy

         SECTION 1.01. Tender. Each Stockholder hereby agrees to validly tender
to Purchaser or any subsidiary of Parent making the Offer, pursuant to and in
accordance with the terms of the Offer, as soon as practicable after
commencement of the Offer, but in no event later than five Business Days
following the commencement of the Offer, all Securities beneficially owned by
such Stockholder by physical delivery of the certificates therefor (or by book
entry or appropriate instructions to brokers or custodians thereof, as the case
may be) and to not withdraw such Securities, except following termination of the
Offer without the purchase by Purchaser or


<PAGE>
                                                                               2


any subsidiary of Parent of Securities thereunder or the termination of the
Merger Agreement. Each Stockholder hereby acknowledges and agrees that
Purchaser's (or any such subsidiary's) obligation to accept for payment and pay
for such Securities shall be subject to the terms and conditions of the Offer.
Each Stockholder hereby permits Parent and Purchaser to publish and disclose in
the documents required to be prepared, filed or delivered by applicable law in
the Offer and, if approval of the Company's stockholders is required under
applicable law, the proxy statement and in any other public statement, its
identity and ownership of Securities and the nature of its commitments,
arrangements and understandings under this Agreement. Upon the satisfaction of
the conditions of the Offer, Purchaser or a subsidiary of Purchaser shall
purchase the securities.

         SECTION 1.02. Voting. Each Stockholder hereby agrees that, during the
time this Agreement is in effect, at any meeting of the stockholders of the
Company, however called and at any adjournment thereof, or pursuant to any
action by written consent, such Stockholder shall appear at such meeting, in
person or by proxy, or otherwise cause its Securities to be counted as present
thereat for purposes of establishing a quorum and (a) vote (or cause to be
voted) all of its Securities in favor of the approval, adoption, consent and
ratification of the Merger Agreement, the Merger and all the other transactions
contemplated thereby (collectively, the "Transactions"); (b) vote (or cause to
be voted) all of its Securities against any action or agreement that would
delay, impede, interfere with or discourage the consummation of the Transactions
or would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or of
the Stockholders under this Agreement; and (c) vote (or cause to be voted) all
of its Securities against any of the following (other than the Merger Agreement
and the Transactions, including as it may have been, or may have been proposed
by Parent or Purchaser to be, amended): (i) any extraordinary corporate
transaction or agreement therefor, including without limitation any merger,
consolidation, recapitalization, reorganization, tender offer, share exchange,
liquidation, dissolution, business combination or similar transaction involving
the Company or its Subsidiaries (including an Acquisition Proposal), (ii) a
Transfer (as defined hereinafter) of a material amount of assets of the Company
or its Subsidiaries, (iii) any change in the majority of the Board of Directors
of the Company, (iv) any change in the present capitalization of the Company,
(v) any amendment of the Company's certificate of incorporation or bylaws, or
(vi) any other material change in the Company's corporate structure or business
or change in any manner of the voting rights of the Company Common Stock (any
matter under clauses (a), (b) or (c), a "Subject Proposal"). No Stockholder
shall enter into any agreement or understanding with any person prior to the
termination of this Agreement to vote in any manner inconsistent herewith. As
used herein, the term "Transfer" means any sale, transfer, pledge, encumbrance,
assignment or other disposition of, or execution of any contract, option or
other arrangement or understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition (including but not limited to by
way of merger, consolidation, recapitalization, tender offer or any other
similar transaction) of, any of the Securities or any interest therein.

         SECTION 1.03. Proxy. (a) During the time this Agreement is in effect,
each Stockholder hereby irrevocably grants to, and appoints, and agrees from
time to time to grant to, and appoint, Parent and Purchaser, or any of them, and
any individual designated in writing by any of them, and each of them
individually, as such Stockholder's proxy, agent and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Stockholder, to


<PAGE>
                                                                               3




vote (or cause to be voted) its Securities, or grant a consent or approval in
respect of its Securities, in each case, with respect to any Subject Proposal,
in a manner consistent with Section 1.02 above.

         (b) Each Stockholder understands and acknowledges that Parent and
Purchaser are entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement. Each Stockholder hereby
affirms that the proxy set forth in this Section 1.03 is given in connection
with the execution of this Agreement, and that such proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Each
Stockholder hereby ratifies and confirms all that such proxy may lawfully do or
cause to be done by virtue hereof. Each Stockholder will take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy and hereby revokes any proxy previously granted by it with
respect to its Securities that would be inconsistent with the proxy granted
pursuant to Section 1.03(a). No Stockholder shall hereafter, unless and until
this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or
execute a consent with respect to) its Securities with respect to any Subject
Proposal (other than through this irrevocable proxy) or grant any other proxy or
power of attorney with respect to any of its Securities to vote with respect to
any Subject Proposal, deposit any of its Securities into a voting trust or enter
into any agreement (other than this Agreement), arrangement or understanding
with any person, directly or indirectly, to vote with respect to any such
Subject Proposal, grant any proxy or give instructions (other than in this
Agreement) with respect to the voting of such Securities with respect to any
Subject Proposal.

                                   ARTICLE II

                         Representations and Warranties

         SECTION 2.01. Representations and Warranties of Parent and Purchaser.
Parent and Purchaser hereby represent and warrant to each Stockholder that they
have the corporate power and authority to enter into this Agreement and perform
all of their obligations under this Agreement. This Agreement has been duly and
validly executed and delivered by Parent and Purchaser and constitutes a valid
and binding agreement of Parent and Purchaser, enforceable against them in
accordance with its terms.

         SECTION 2.02. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants to Parent and Purchaser as follows:

         (a) Ownership of Securities and Options. Such Stockholder is the record
and beneficial owner of the Existing Securities set forth opposite its name on
the signature pages hereto. To such Stockholder's knowledge, such Existing
Securities are, and the Company Common Stock upon issuance or receipt will be,
validly issued, fully paid and nonassessable. On the date hereof, such Existing
Securities constitute all of the Securities owned of record or beneficially by
such Stockholder. Such Stockholder has, with respect to such Existing
Securities, or will have, with respect to any other Securities of such
Stockholder, sole voting power, sole power of disposition and sole power to
agree to all of the matters set forth in this Agreement with respect to all of
such Securities, with no restrictions, subject to applicable securities laws, on
such Stockholder's voting power or rights of disposition pertaining thereto.



<PAGE>
                                                                               4




On the date hereof, such Stockholder has, and at all times during the term
hereof, such Stockholder will have with respect to such Securities to be sold on
such date, good, valid and marketable title to such Securities, free and clear
of all claims, liens, encumbrances, security interests and charges of any nature
whatsoever (other than the encumbrance created by this Agreement), and shall not
be subject to any preemptive right of any stockholder of the Company. The sale
of such Stockholder's Securities to Parent hereunder will transfer to Parent
good, valid and marketable title to such Securities, free and clear of all
claims, liens, encumbrances, security interests, rights of first refusal and
charges of any nature whatsoever.

         (b) Power; Binding Agreement. Such Stockholder has the legal capacity,
power and authority to enter into and perform all of its obligations under this
Agreement, including, without limitation, power and authority to sell, assign,
transfer and deliver its Securities to Parent pursuant to the terms and
conditions of this Agreement. The execution, delivery and performance of this
Agreement by such Stockholder have been duly and validly authorized and no other
actions or proceedings on the part of such Stockholder are necessary to
authorize this Agreement or to consummate the transactions contemplated herein.
The execution, delivery and performance of this Agreement by such Stockholder
will not violate any other agreement to which such Stockholder is a party
including, without limitation, any voting agreement, stockholders agreement or
voting trust. This Agreement has been duly and validly executed and delivered by
such Stockholder and constitutes a valid and binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its terms.

         (c) No Conflicts. (i) No filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary for the execution
of this Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (ii) neither the execution and
delivery of this Agreement by such Stockholder nor the consummation by such
Stockholder of the transactions contemplated hereby nor compliance by such
Stockholder with any of the provisions hereof shall (A) conflict with or result
in any breach of any provision of the certificate of incorporation, by-laws or
other governing documents, if any, if such Stockholder is not an individual, (B)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, agreement or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or any of its properties or
assets may be bound or (C) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to such Stockholder or any of its properties or
assets.

         (d) There is no suit, action, investigation or proceeding pending or,
to the knowledge of such Stockholder, threatened against such Stockholder at law
or in equity before or by any Governmental Entity that could reasonably be
expected to materially impair the ability of such Stockholder to perform its
obligations hereunder on a timely basis, and there is no agreement, commitment
or law to which such Stockholder is subject that could reasonably be expected to
materially impair the ability of such Stockholder to perform its obligations
hereunder on a timely basis.


<PAGE>
                                                                               5




         (e) No Claims. Such Stockholder in its capacity as a stockholder,
director, officer or employee of the Company or in any other capacity, has no
knowledge of any Claims (as defined hereinafter) that it may have against the
Released Parties (as defined hereinafter).

         (f) No Group. Such Stockholder is acting individually and not as part
of a "group" as defined in the Securities Exchange Act of 1934, as amended.


                                  ARTICLE III

                                Certain Covenants

         SECTION 3.01. Certain Covenants of each Stockholder. Each Stockholder
hereby covenants and agrees as follows:

         (a) No Solicitation. Such Stockholder shall not, and shall not
authorize or permit any stockholder, director, officer, employee, affiliate,
representative or agent of such Stockholder to, directly or indirectly, (i)
solicit, facilitate, initiate, entertain, encourage or take any action to
facilitate, initiate, entertain or encourage any inquiries or communications or
the making of any proposal or offer that constitutes or may constitute an
Acquisition Proposal or a Transfer of any of the Securities, (ii) participate or
engage in any discussions or negotiations with, or provide any information to or
take any other action with the intent to facilitate the efforts of, any person
concerning any possible Acquisition Proposal or a Transfer of any of the
Securities or any inquiry or communication which might reasonably be expected to
result in an Acquisition Proposal or a Transfer of any of the Securities or
(iii) agree to or endorse, or release any third party from any obligation under
any existing standstill agreement or arrangement relating to, any Acquisition
Proposal, or otherwise facilitate any effort or attempt to make or implement any
Acquisition Proposal. If such Stockholder or any representative or agent of such
Stockholder receives an inquiry or proposal with respect to any Acquisition
Proposal or any Transfer of Securities, then such Stockholder shall promptly
inform Parent of the terms and conditions, if any, of such inquiry or proposal
and the identity of the person making it. Such Stockholder shall, and shall
cause its representatives or agents to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any of the foregoing. Notwithstanding the
foregoing, nothing in this Section 3.01(a) shall limit the ability of any
individual who is a director or officer of the Company to take any of the
actions described in Section 7.8(b) of the Merger Agreement (but only to the
extent permitted in Section 7.8(b) of the Merger Agreement) in his capacity as a
director or officer of the Company.

         (b) Restriction on Transfer, Proxies and Non-Interference. Such
Stockholder hereby agrees, while this Agreement is in effect, and except as
contemplated hereby, not to (i) Transfer any of the Securities or any interest
therein, (ii) grant any proxies with respect to any Securities or deposit any
Securities into a voting trust or enter into a voting agreement with respect to
any Securities, or (iii) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Stockholder from performing its
obligations under this Agreement, or that would otherwise hinder or delay Parent
from acquiring a majority of the outstanding Securities. Any action described in
the foregoing clauses (i) through (iii) in violation of this Agreement shall be
void ab initio.


<PAGE>
                                                                               6




         (c) Additional Securities. Such Stockholder hereby agrees, while this
Agreement is in effect, to promptly notify Parent of the number of any new
Securities acquired by such Stockholder, if any, after the date hereof.

         (d) Cooperation. Such Stockholder will not take any action, which could
reasonably (i) result in any restriction on or delay in the consummation of the
transactions contemplated by the Merger Agreement, any related agreements or
this Agreement or (ii) render any of such transactions undesirable or
impractical for Parent.

         (e) Dissenter's Rights. Such Stockholder agrees that it will not
exercise any right to dissent or any similar rights of appraisal, which it may
have under any applicable law with respect to any transaction contemplated by
the Merger Agreement or any related agreement.

         SECTION 3.02. Stop Transfer Order. In furtherance of this Agreement,
each Stockholder hereby authorizes and directs the Company's counsel to notify
the Company's transfer agent that there is a stop transfer order with respect to
all of the Existing Securities (and that this Agreement places limits on the
voting and transfer of such shares).

         SECTION 3.03. Public Announcements. Each Stockholder shall consult with
Parent before issuing, and shall first provide Parent the reasonable opportunity
to review and comment upon, any press release or other public statements with
respect to the existence or terms of this Agreement, the Merger and the other
Transactions, and shall not issue any such press release or make any such public
statement without the prior written consent of Parent, except to the extent
necessary in response to a judicial or similar investigative inquiry (including
a discovery request in a lawsuit), in which case such Stockholder shall make
such disclosure pursuant thereto only after first providing reasonable notice to
Parent and affording Parent the opportunity to seek to limit, prevent or protect
such disclosure.

         SECTION 3.04. Reasonable Best Efforts; Further Assurances. (a) Each
Stockholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other Transactions.

         (b) Each Stockholder shall, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further consents,
documents and other instruments and shall take all such further actions as
Parent or Purchaser may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement, the Merger
Agreement and any other related agreements.

         SECTION 3.05. Cooperation as to Regulatory Matters. Each Stockholder
shall furnish all such necessary information and reasonable assistance as may be
requested in connection with the preparation of filings and submissions to any
Governmental Entity. Each Stockholder shall supply, and use its reasonable best
efforts to cause the Company to supply, to Parent copies of all correspondence,
filings or communications (or memoranda setting forth the substance thereof)
with Governmental Authorities with respect to this Agreement and the
transactions contemplated hereby.


<PAGE>
                                                                               7


         SECTION 3.06. Series B Preferred Stock. Within two business days before
the Expiration Date of the Offer, each Stockholder agrees to cause the
conversion of all of the shares of Series B Preferred Stock of the Company
beneficially owned by such Stockholder into shares of Company Common Stock in
accordance with the Company's certificate of incorporation so long as after
giving effect to such conversion and subsequent tender of such Company Common
Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or
would be satisfied.

                                   ARTICLE IV

                                  Miscellaneous

         SECTION 4.01. Termination; Survival of Representations and Warranties.
(a) This Agreement shall terminate on the Termination Date, and upon such
termination, this Agreement shall terminate and be of no further force and
effect. The representations and warranties contained in Article II shall not be
deemed waived or otherwise affected by any investigation made by the other
parties hereto, and shall survive the termination of this Agreement for one
year. The provisions of Articles III and Article IV shall survive the
termination of this Agreement indefinitely in accordance with their terms. As
used herein, the term "Termination Date" means the first to occur of (i) the
Effective Time, (ii) receipt by such Stockholder of written notice of
termination of this Agreement by Parent, (iii) if the Merger Agreement has been
terminated due to a breach by Parent or Purchaser, the date of such termination
or (iv) if the Merger Agreement has been terminated (other than due to a breach
by Parent or Purchaser), the date that is six months from the later of (A) the
date of the stated maturity of the Convertible Note and (B) the date in which
all outstanding loans and other obligations under the Convertible Note are fully
paid and satisfied.

         SECTION 4.02. Amendments. This Agreement may not be amended with
respect to Parent, Purchaser or any Stockholder except by an instrument in
writing signed on behalf of Parent, Purchaser and such Stockholder.

         SECTION 4.03. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
personally or sent by nationally recognized overnight courier or by registered
or certified mail, postage prepaid, return receipt requested, or by electronic
mail, with a copy thereof to be delivered or sent as provided above or by
facsimile or telecopier, as follows:

         if to Parent or Purchaser, to

               Symbol Technologies, Inc.
               One Symbol Plaza
               Holtsville, NY 11742
               Fax:   (631) 738-4127
               Attn:  Leonard Goldner

         with copies to:



<PAGE>
                                                                               8



               Simpson Thacher & Bartlett
               425 Lexington Avenue
               New York, NY  10017-3954
               Tel:  (212) 455-2000
               Fax:  (212) 455-2502
               Attn:  Edward J.H. Chung, Esq.

         if to the Stockholder:

               to the address set forth opposite its name on the signature
               pages hereto

or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All such notices
or communications shall be deemed to be received (i) in the case of personal
delivery, nationally recognized overnight courier or registered or certified
mail, on the date of such delivery and (ii) in the case of facsimile or
telecopier or electronic mail, upon confirmed receipt.

         SECTION 4.04. Descriptive Headings; Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. The terms "hereof",
"herein", "hereby", and derivative or similar words refer to this entire
Agreement. Unless the context otherwise requires, words of any gender include
each other gender, and words using the singular or plural number also include
the plural or singular number, respectively. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".

         SECTION 4.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

         SECTION 4.06. Entire Agreement. This Agreement and the related
agreements (including all exhibits and schedules thereto) and other documents
and instruments delivered in connection herewith constitute the entire agreement
and supersede all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof and
thereof.

         SECTION 4.07. Assignment. This Agreement may not and shall not be
assigned by operation of law or otherwise, except that Parent and Purchaser may
assign all or any of their rights hereunder to any affiliate, provided that no
such assignment shall relieve the


<PAGE>
                                                                               9



assigning party of its obligations hereunder. Any assignment in violation of
this Agreement shall be void ab initio.

         SECTION 4.08. Parties in Interest; No Third-Party Beneficiaries. This
Agreement shall be binding upon and inure solely to the benefit of each party
hereto. Nothing in this Agreement, express or implied, is intended to confer on
any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.

         SECTION 4.09. Failure or Indulgence Not Waiver; Remedies Cumulative. No
failure or delay on the part of any party hereto in the exercise of any right
hereunder will impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor will any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive to, and not exclusive
of, any rights or remedies otherwise available.

         SECTION 4.10. Governing Law; Enforcement. This Agreement and the rights
and duties of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or any related agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement or any related agreement and to enforce specifically the terms
and provisions of this Agreement or any related agreement in any Federal or
state court sitting in the State of Delaware, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto, (a) consents to submit itself to the exclusive personal
jurisdiction of any Federal or state court sitting in the State of Delaware in
the event any dispute arises out of this Agreement or any related agreement or
any transaction contemplated hereby or thereby, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (c) agrees that it will not bring any action
relating to this Agreement or any related agreement or any transaction
contemplated hereby or thereby in any court other than any Federal or state
court sitting in the State of Delaware and (d) waives any right to trial by jury
with respect to any action related to or arising out of this Agreement or any
related agreement or any transaction contemplated hereby or thereby.

         SECTION 4.11. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


                [Remainder of this page intentionally left blank]


<PAGE>
                                                                              10




                  IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder
have caused this Agreement to be duly executed as of the day and year first
above written.



                                         SYMBOL TECHNOLOGIES, INC.

                                               By:     /s/ Leonard Goldner
                                                       -------------------
                                               Name:   Leonard Goldner
                                                       ---------------
                                               Title:  Executive Vice President
                                                       ------------------------
                                                       and General Counsel
                                                       ------------------------



                                         SYMBOL ACQUISITION CORP.


                                               By:     /s/ Leonard Goldner
                                                       -------------------
                                               Name:   Leonard Goldner
                                                       ---------------
                                               Title:  Vice President, Secretary
                                                       -------------------------
                                                       and Assistant Treasurer
                                                       -----------------------


Existing Securities       Address
-------------------       -------
2,905,113 of Company
Common Stock                             CROSSPOINT VENTURES PARTNERS Q LLP

                                               By:     /s/ James Dorrian
                                                       -----------------
                                               Name:   James Dorrian
                                                       -------------
                                               Title:  G.P.
                                                       ----


Existing Securities       Address
-------------------       -------
335,385 of Company
Common Stock                              CROSSPOINT VENTURES PARTNERS LLP

                                               By:     /s/ James Dorrian
                                                       -----------------
                                               Name:   James Dorrian
                                                       --------------
                                               Title:  G.P.
                                                       ----


Existing Securities       Address
-------------------       -------
352,942 of Series B                       LIFE INVESTORS INSURANCE COMPANY OF
preferred stock                           AMERICA

                                               By:     /s/ Thomas E. Myers
                                                       -------------------
                                               Name:  Thomas E. Myers
                                                      ----------------
                                               Title: Managing Partner,
                                                      -----------------
                                                      VMF Capital LLC
                                                      ---------------




<PAGE>
                                                                              11





Existing Securities                  Address
-------------------                  -------
447,126 of Company                             JOHN WOOD
Common Stock



                                               /s/ John Wood
Options exercisable                            -----------------------
for 765,000 shares of                                      (Signature)
Campany Common Stock


Existing Securities                  Address
-------------------                  -------
389,532 of Company                             LLAVAN FERNANDO
Common Stock

Options exercisable for                        /s/ Llavan Fernando
767,940 shares of Company                      ------------------------
Common Stock                                               (Signature)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(4)
<SEQUENCE>13
<FILENAME>file012.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE
<TEXT>
<PAGE>



                           CONVERTIBLE PROMISSORY NOTE

$400,000.00                                                        July 26, 2002


                  FOR VALUE RECEIVED, @POS.COM, INC., a corporation organized
under the laws of the State of Delaware ("POS"), and CROSSVUE, INC., a
corporation organized under the laws of the State of Delaware ("Crossvue") (POS
and Crossvue hereafter individually referred to as a "Borrower" and collectively
referred to as the "Borrowers"), hereby jointly and severally promise to pay to
the order of SYMBOL TECHNOLOGIES, INC., a corporation organized under the laws
of the State of Delaware ("Lender"), the principal sum of Four Hundred Thousand
Dollars ($400,000.00), or such lesser amount as is equal to the aggregate
outstanding principal amount of all Loans made to Borrowers by Lender from time
to time, together with interest at the rate specified herein.

                  Definitions. Whenever used in this Note, the following
capitalized terms shall have the meanings set forth below:

                  "Common Stock" shall mean shares of common stock of POS.

                  "Event of Default" shall mean any of the events specified in
Section 10 of this Note.

                  "Loan" shall mean each advance made by Lender to Borrowers
under this Promissory Note.

                  "Maturity Date" shall mean August 15, 2002.

                  "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, incorporated or unincorporated
association, joint venture, joint stock company or other entity of any kind.

                  "Subsidiary" shall mean, as to any Person, a corporation,
partnership or other entity of which shares of capital stock having ordinary
voting power to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.

                  "Termination Date" shall mean August 15, 2002.

                  2. Loans.


<PAGE>

                  (a) So long as no Event of Default has occurred and is
continuing, Borrowers may at any time and from time to time prior to the
Termination Date request from Lender one or more Loans in an amount up to but
not exceeding in the aggregate at any one time outstanding the sum of $400,000.

                  (b) An initial Loan of $200,000 shall be made when Borrower
executes and delivers this Note. Thereafter, Borrowers shall give Lender prior
written or oral notice of each subsequent Loan requested hereunder, specifying
the amount and date of each Loan. Borrowers may not request more than one Loan
in any calendar week and each such request may not exceed $200,000. Each request
for a Loan shall be accompanied by a written cash flow projection setting forth
the current cash position of Borrowers (which for these purposes shall include
the amount of any cash prepayment made by Federated Department Stores less an
amount needed by Borrowers to purchase parts inventory specifically for the
Federated contract) and the current cash needs of Borrowers for the following
week (showing the amount of anticipated expenditures by general category) in
order to allow Borrowers to operate in the ordinary course of business. If the
weekly cash flow statement shows a projected cash flow deficit, Lender will,
prior to the Termination Date, make a Loan to Borrowers in the amount of the
deficit up to a maximum of $200,000 per week. The proceeds of the Loan shall be
made available to Borrowers to such account or accounts as Borrowers may
designate.

                  (c) Upon the making of Loans and the receipt of any payments
on Loans made hereunder, Lender is authorized to endorse the attached Schedule A
with an appropriate notation or to make appropriate notations on Lender's books
and records, provided that the failure to make any such notation (or any error
therein) shall not affect the obligations of the Borrowers to repay the Loans
made under this Note. Such notations made by Lender shall be conclusive evidence
of all loans and payments made hereunder absent manifest error.

                  3.  Interest.

                  (a) The outstanding principal balance of this Note shall bear
interest at a rate of 10% per annum. In the event this Note is not paid on the
Maturity Date or following an Event of Default, the outstanding principal
balance of this Note shall bear interest at a rate of 15% per annum following
such date.

                  (b) Interest shall be calculated on the basis of a 365-day
year for the actual number of days elapsed. Interest on the principal amount of
all outstanding Loans shall be payable in arrears on the first day of each month
and if not so paid shall be added to the principal balance monthly.

                  4. Principal. The principal balance of this Note shall be paid
on the Maturity Date. Borrowers may prepay this Note in whole or in part at any
time without premium or penalty. Borrowers shall make a mandatory prepayment of
the outstanding principal balance of this Note, and any accrued and unpaid
interest hereon, on the date on which either Borrower or POS's stockholders
enter into a transaction with a Person other than Lender which involves (i) a



                                       2
<PAGE>




merger or consolidation of either Borrower with another Person or the transfer
of any portion of the outstanding capital stock or assets to another Person or
(ii) a debt or equity financing by either Borrower; provided that, in the event
the financing does not raise proceeds (net of costs and expenses of the
financing transaction) equal to or in excess of $2,000,000, the mandatory
prepayment shall be limited in an amount to 50% of the net proceeds raised in
such financing transaction.

                  5.  [RESERVED]

                  6. Payments. All payments due under or pursuant to this Note
shall be made when due at such address as Lender may designate in writing from
time to time, in lawful money of the United States of America.

                  7.  [RESERVED]

                  8.  Conversion.

                  (a) After the date which is 90 days after the date hereof,
Lender may at any time before or after the occurrence of an Event of Default
convert all or a portion of the unpaid principal balance of this Note (including
accrued and unpaid interest) into such number of shares of Common Stock of POS
as is equal to the product of (A) a fraction, the numerator of which is the
then-outstanding balance of this Note (including accrued and unpaid interest)
and the denominator of which is $5,000,000, and (B) the number of Seller's
shares of Common Stock outstanding on a fully diluted basis, including, without
limitation, shares of Common Stock issuable pursuant to (i) any outstanding
rights, options or warrant to subscribe for, purchase or otherwise acquire
shares of Common Stock or securities convertible into Common Stock and (ii)
outstanding indebtedness, shares or other securtities convertible into or
exchangeable for Common Stock.

                  (b) If Lender desires to convert this Note into shares of
Common Stock, Lender shall surrender this Note and shall give written notice to
POS that Lender elects to convert the same. POS shall, as soon as practicable
thereafter, issue and deliver to Lender, a certificate or certificates for the
number of shares of Common Stock to which Lender shall be entitled. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of surrender of this Note, and Lender shall be treated for
all purposes as the record holder of such shares of Common Stock on such date.
If Lender elects to convert less than the entire outstanding balance of this
Note, Borrowers shall issue a replacement promissory note for the balance which
is not converted.

                  (c) POS will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by POS, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 8 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of Lender



                                       3
<PAGE>


against impairment.

                  (d) In the event of any taking by POS of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to (i) receive any dividend or other distribution, any
security or right convertible into or entitling the holder thereof to receive
additional shares of Common Stock, (ii) receive any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or (iii) approve any
transfer of assets, consolidation, merger, dissolution or other reorganization,
Borrowers shall mail to Lender at least twenty (20) days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution, security, or right, and
the amount and character of such dividend, distribution, security or right.

                  (e) POS shall pay any and all issue and other taxes (except
taxes measured by the net income of Lender) that may be payable in respect of
any issue or delivery of shares of Common Stock on conversion of this Note
pursuant hereto.

                  (f) POS shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Note, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of this Note.
If at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of this Note, POS will take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to its
Certificate of Incorporation.

                  (g) In case of any reorganization or any reclassification of
the capital stock of POS, any consolidation or merger of POS with or into
another Person, or the conveyance of all or substantially all of the assets of
POS to another Person, this Note shall thereafter be convertible into the number
of shares of stock or other securities or property (including cash) which a
holder of the number of shares of Common Stock deliverable upon conversion of
this Note would have been entitled upon the record date of (or date of, if no
record date is fixed) such reorganization, reclassification, consolidation,
merger or conveyance; and, in any case, appropriate adjustment shall be made in
the application of the provisions herein set forth with respect to the rights
and interests thereafter of Lender, to the end that the provisions set forth
herein shall thereafter be applicable, as nearly as equivalent as is
practicable, in relation to any shares of stock or the securities or property
(including cash) thereafter deliverable upon the conversion of this Note.

                  9. Representations and Warranties. The Borrowers jointly and
severally represent and warrant as follows:

                  (a) Borrowers have the corporate power and authority to
execute and deliver this Note and to incur the indebtedness evidenced hereby;



                                       4
<PAGE>




                  (b) The execution, delivery and performance of this Note have
been duly and validly authorized by all requisite corporate action on behalf of
the Borrowers.

                  (c) This Note constitutes the legal, valid and binding
obligation of Borrowers, enforceable against Borrowers in accordance with its
terms.

                  10. Events of Default. The occurrence of any of the following
events shall constitute an Event of Default under this Note:

                  (a) Borrowers fail to make payment of any amounts owing under
this Note when due other than payments of interest due prior to the Maturity
Date;

                  (b) A Borrower fails to comply with, perform or observe any
other covenant or agreement contained in this Note and such failure shall not be
cured within 30 days after written notice thereof;

                  (c) Any representation or warranty made or given by Borrowers
in this Note proves to be false or misleading in any material respect;

                  (d) A judgment shall be entered against any Borrower which is
not satisfied, vacated, bonded or stayed within 30 days after entry thereof;

                  (e) (i) Any Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or any
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against any Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 30 days; or (iii) there shall be
commenced against any Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) any Borrower or any of its Subsidiaries shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) any Borrower or any of its Subsidiaries shall admit in writing its
inability to pay its debts as they become due.


                                       5
<PAGE>



                  Upon the occurrence of one of the events specified in clauses
(a) through (d), all amounts due under this Note may, at Lender's option, be
accelerated and declared payable in full. Upon the occurrence of one of the
events specified in clause (e), all amounts due under this Note shall
automatically be accelerated and become payable in full. Borrowers shall no
longer be authorized to request additional Loans hereunder following the
occurrence of any Event of Default.

                  11. Waiver of Protest. Borrowers hereby waive presentment,
protest, demand, notice of dishonor or default, and notice of any kind except as
herein required with respect to this Note or the performance of their
obligations under this Note.

                  12. Waiver; Amendment. No delay or omission by Lender in
enforcing or exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note. A waiver on any one occasion shall
not be construed as a waiver of any right or remedy on any future occasion. This
Note may not be amended except as Lender may consent thereto in writing duly
signed for and on its behalf.

                  13. Governing Law. This Note shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to principles of conflicts of law.

                  14. Jurisdiction. Each Borrower hereby irrevocably and
unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Note, or for recognition and enforcement of any
judgment in respect hereof, to the non-exclusive general jurisdiction of all
federal and state courts located in the State of Delaware, and appellate courts
from any hereof;

                  (b) consents that any such action or proceeding may be brought
in such courts, and waives any objection that the Borrower may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail) postage prepaid, to the
Borrower at its address set forth above or at such other address of which the
Lender shall have been notified by Borrower;

                  (d) agrees that nothing herein shall affect the right of the
Lender to effect service of process in any other manner permitted by law or
shall limit the right of the Lender to commence appropriate legal proceedings to
enforce its rights under this Note in any other jurisdiction; and

                  (e) waives all right to trial by jury in any action,
proceeding or counterclaim arising out of or in connection with this Note.



                                       6
<PAGE>














                  [Remainder of page intentionally left blank]























                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Borrowers have executed this
Convertible Promissory Note as of the date first set forth above.


                                          @POS.COM, INC.


                                          By:     /s/ John Wood
                                             ----------------------------------
                                               Title:  CEO


                                          CROSSVUE, INC.


                                          By:     /s/ Llavan Fernando
                                             -----------------------------------
                                               Title:  President / CEO





                                       8
<PAGE>



                                   SCHEDULE A



                     AMOUNT OF           AMOUNT OF         UNPAID PRINCIPAL
        DATE            LOAN         PRINCIPAL PAYMENT          BALANCE
      --------     ------------    ---------------------  ------------------






                                       9




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(5)
<SEQUENCE>14
<FILENAME>file013.txt
<DESCRIPTION>AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
<TEXT>
<PAGE>



                              AMENDED AND RESTATED
                           CONVERTIBLE PROMISSORY NOTE


$3,500,000.00                                                    August 12, 2002


                  FOR VALUE RECEIVED, @POS.COM, INC., a corporation organized
under the laws of the State of Delaware ("POS"), and CROSSVUE, INC., a
corporation organized under the laws of the State of Delaware ("Crossvue") (POS
and Crossvue hereafter individually referred to as a "Borrower" and collectively
referred to as the "Borrowers"), hereby jointly and severally promise to pay to
the order of SYMBOL TECHNOLOGIES, INC., a corporation organized under the laws
of the State of Delaware ("Lender"), the principal sum of Three Million Five
Hundred Thousand Dollars ($3,500,000.00), or such lesser amount as is equal to
the aggregate outstanding principal amount of all Loans made to Borrowers by
Lender from time to time, plus the amount of liquidated damages, if any, payable
under Section 10.3(b) of the Merger Agreement referred to below, together with
interest at the rate specified herein. This Amended and Restated Convertible
Promissory Note (this "Note") amends and restates in its entirety the
Convertible Promissory Note dated as of June 26, 2002 (the "Old Note") executed
by the Borrowers in favor of Lender and the Old Note shall forthwith be
terminated and cease to have further force and effect.

                  Definitions. Whenever used in this Note, the following
capitalized terms shall have the meanings set forth below:

                  "Closing" shall mean a closing of the Merger under the Merger
Agreement.

                  "Common Stock" shall mean shares of common stock of POS.

                  "Event of Default" shall mean any of the events specified in
Section 10 of this Note.

                  "Loan" shall mean each advance made by Lender to Borrowers
under this Promissory Note.

                  "Maturity Date" shall mean December 31, 2002.

                  "Merger" shall have the meaning set forth for such term in the
Merger Agreement.

                  "Merger Agreement" shall mean the Agreement and Plan of Merger
dated August 9, 2002 entered into by and among POS, Symbol Acquisition Corp. and
Lender.

                  "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, incorporated or unincorporated
association, joint venture, joint stock company or other entity of any kind.


<PAGE>



                  "Security Agreement" shall have the meaning set forth in
Section 7 below.

                  "Subsidiary" shall mean, as to any Person, a corporation,
partnership or other entity of which shares of capital stock having ordinary
voting power to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.

                  "Termination Date" shall mean the earlier of (a) the date of
the Closing of the Merger and (b) the date the Merger Agreement is terminated
for any reason.

                  2.  Loans.

                  (a) So long as no Event of Default has occurred and is
continuing, Borrowers may at any time and from time to time prior to the
Termination Date request from Lender one or more Loans in an amount up to but
not exceeding in the aggregate at any one time outstanding the sum of $3,500,000
(including amounts borrowed under the Old Note).

                  (b) Under the Old Note, loans in an aggregate amount of
$400,000 have been made and such loans plus accrued and unpaid interest therein
shall be deemed to be outstanding Loans under this Note. A Loan of $1,157,945.23
shall be made when the Borrowers execute and deliver this Note, the Security
Agreement and the other collateral documents required to be delivered under the
Security Agreement and the Borrowers shall use the proceeds of such Loan to pay
in full the outstanding loans and other obligations under the Convertible
Promissory Note dated as of June 25, 2002 executed by Borrowers in favor of Hand
Held Products, Inc. After the date hereof, Borrowers shall give Lender prior
written or oral notice of each subsequent Loan requested hereunder, specifying
the amount and date of each Loan. Borrowers may not request more than one Loan
in any calendar week and each such request may not exceed $200,000 (or any
higher amount to the extent that Lender consents, in its sole discretion, to
such amount). Each request for a Loan shall be accompanied by a written cash
flow projection setting forth the current cash position of Borrowers (which for
these purposes shall include the amount of any cash prepayment made by Federated
Department Stores less an amount needed by Borrowers to purchase parts inventory
specifically for the Federated contract) and the current cash needs of Borrowers
for the following week (showing the amount of anticipated expenditures by
general category) in order to allow Borrowers to operate in the ordinary course
of business. If the weekly cash flow statement shows a projected cash flow
deficit, Lender will, prior to the Termination Date, make a Loan to Borrowers in
the amount of the deficit up to a maximum of $200,000 per week (or any higher
amount to the extent that Lender consents, in its sole discretion, to such
amount). The proceeds of the Loan shall be made available to Borrowers to such
account or accounts as Borrowers may designate.




                                       2
<PAGE>



                  (c) Upon the making of Loans and the receipt of any payments
on Loans made hereunder, Lender is authorized to endorse the attached Schedule A
with an appropriate notation or to make appropriate notations on Lender's books
and records, provided that the failure to make any such notation (or any error
therein) shall not affect the obligations of the Borrowers to repay the Loans
made under this Note. Such notations made by Lender shall be conclusive evidence
of all loans and payments made hereunder absent manifest error.

                  3.  Interest.

                  (a) The outstanding principal balance of this Note shall bear
interest at a rate of 10% per annum. In the event this Note is not paid on the
Maturity Date or following an Event of Default, the outstanding principal
balance of this Note shall bear interest at a rate of 15% per annum following
such date.

                  (b) Interest shall be calculated on the basis of a 365-day
year for the actual number of days elapsed. Interest on the principal amount of
all outstanding Loans shall be payable in arrears on the first day of each month
and if not so paid shall be added to the principal balance monthly.

                  4. Principal. The principal balance of this Note shall be paid
on the Maturity Date. Borrowers may prepay this Note in whole or in part at any
time without premium or penalty. Borrowers shall make a mandatory prepayment of
the outstanding principal balance of this Note, and any accrued and unpaid
interest hereon, on the date on which either Borrower or POS's stockholders
enter into a transaction with a Person other than Lender which involves (i) a
merger or consolidation of either Borrower with another Person or the transfer
of any portion of the outstanding capital stock or assets to another Person or
(ii) a debt or equity financing by either Borrower; provided that, in the event
the financing does not raise proceeds (net of costs and expenses of the
financing transaction) equal to or in excess of $3,500,000, the mandatory
prepayment shall be limited in an amount to 50% of the net proceeds raised in
such financing transaction.

                  5.  Adjustment of Principal Amount.

                  (a) The outstanding principal balance of this Note shall be
reduced by $350,000 in the event Lender becomes obligated to pay liquidated
damages to Borrowers under Section 10.3(c) of the Merger Agreement following a
termination of the Merger Agreement for one of the reasons specified in Section
10.3(c). In such event, Borrowers shall be deemed to have offset the amount of
the liquidated damages owed by Lender against the outstanding balance hereof.

                  (b) The outstanding principal balance of this Note shall be
increased by $350,000 in the event Borrowers become obligated to pay liquidated
damages to Lender under Section 10.3(b) of the Merger Agreement following a
termination of the Merger Agreement for one of the reasons specified in Section
10.3(b). In such event, Borrowers shall be deemed to have requested and received
an additional Loan in the amount of $350,000.



                                       3
<PAGE>


                  6. Payments. All payments due under or pursuant to this Note
shall be made when due at such address as Lender may designate in writing from
time to time, in lawful money of the United States of America.

                  7. Collateral. This Note is secured by a security interest in
substantially all the assets of Borrowers granted pursuant to a Security
Agreement dated the date hereof (the "Security Agreement"). Upon the occurrence
of an Event of Default, Lender shall have all the rights and remedies set forth
in the Security Agreement.

                  8.  Conversion.

                  (a) Lender may at any time before or after the occurrence of
an Event of Default convert all or a portion of the unpaid principal balance of
this Note (including accrued and unpaid interest) into such number of shares of
Common Stock of POS as is equal to the product of (A) a fraction, the numerator
of which is the then-outstanding balance of this Note (including accrued and
unpaid interest) and the denominator of which is $5,000,000, and (B) the number
of shares of Common Stock outstanding on a fully diluted basis, including,
without limitation, shares of Common Stock issuable pursuant to (i) any
outstanding rights, options or warrant to subscribe for, purchase or otherwise
acquire shares of Common Stock or securities convertible into Common Stock and
(ii) outstanding indebtedness, shares or other securtities convertible into or
exchangeable for Common Stock.

                  (b) If Lender desires to convert this Note into shares of
Common Stock, Lender shall surrender this Note and shall give written notice to
POS that Lender elects to convert the same. POS shall, as soon as practicable
thereafter, issue and deliver to Lender, a certificate or certificates for the
number of shares of Common Stock to which Lender shall be entitled. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of surrender of this Note, and Lender shall be treated for
all purposes as the record holder of such shares of Common Stock on such date.
If Lender elects to convert less than the entire outstanding balance of this
Note, Borrowers shall issue a replacement promissory note for the balance which
is not converted.

                  (c) POS will not, by amendment of its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by POS, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 8 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of Lender against impairment.

                  (d) In the event of any taking by POS of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to (i) receive any dividend or other distribution, any
security or right convertible into or entitling the holder thereof to receive
additional shares of Common Stock, (ii) receive any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or (iii) approve any
transfer of assets, consolidation, merger, dissolution



                                       4
<PAGE>


or other reorganization, Borrowers shall mail to Lender at least twenty (20)
days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution,
security, or right, and the amount and character of such dividend, distribution,
security or right.

                  (e) POS shall pay any and all issue and other taxes (except
taxes measured by the net income of Lender) that may be payable in respect of
any issue or delivery of shares of Common Stock on conversion of this Note
pursuant hereto.

                  (f) POS shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Note, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of this Note.
If at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of this Note, POS will take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to its
certificate of incorporation.

                  (g) In case of any reorganization or any reclassification of
the capital stock of POS, any consolidation or merger of POS with or into
another Person, or the conveyance of all or substantially all of the assets of
POS to another Person, this Note shall thereafter be convertible into the number
of shares of stock or other securities or property (including cash) which a
holder of the number of shares of Common Stock deliverable upon conversion of
this Note would have been entitled upon the record date of (or date of, if no
record date is fixed) such reorganization, reclassification, consolidation,
merger or conveyance; and, in any case, appropriate adjustment shall be made in
the application of the provisions herein set forth with respect to the rights
and interests thereafter of Lender, to the end that the provisions set forth
herein shall thereafter be applicable, as nearly as equivalent as is
practicable, in relation to any shares of stock or the securities or property
(including cash) thereafter deliverable upon the conversion of this Note.

                  9. Representations and Warranties. The Borrowers jointly and
severally represent and warrant as follows:

                  (a) Borrowers have the corporate power and authority to
execute and deliver this Note and to incur the indebtedness evidenced hereby;

                  (b) The execution, delivery and performance of this Note have
been duly and validly authorized by all requisite corporate action on behalf of
the Borrowers.

                  (c) This Note constitutes the legal, valid and binding
obligation of Borrowers, enforceable against Borrowers in accordance with its
terms.

                  10. Events of Default. The occurrence of any of the following
events shall constitute an Event of Default under this Note:



                                       5
<PAGE>



                  (a) Borrowers fail to make payment of any amounts owing under
this Note when due other than payments of interest due prior to the Maturity
Date;

                  (b) A Borrower fails to comply with, perform or observe any
other covenant or agreement contained in this Note or the Security Agreement and
such failure shall not be cured within 30 days after written notice thereof;

                  (c) Any representation or warranty made or given by Borrowers
in this Note or in the Security Agreement proves to be false or misleading in
any material respect;

                  (d) A judgment shall be entered against any Borrower which is
not satisfied, vacated, bonded or stayed within 30 days after entry thereof;

                  (e) (i) Any Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or any
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against any Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 30 days; or (iii) there shall be
commenced against any Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) any Borrower or any of its Subsidiaries shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) any Borrower or any of its Subsidiaries shall admit in writing its
inability to pay its debts as they become due.

                  Upon the occurrence of one of the events specified in clauses
(a) through (d), all amounts due under this Note may, at Lender's option, be
accelerated and declared payable in full. Upon the occurrence of one of the
events specified in clause (e), all amounts due under this Note shall
automatically be accelerated and become payable in full. Borrowers shall no
longer be authorized to request additional Loans hereunder following the
occurrence of any Event of Default.

                  11. Waiver of Protest. Borrowers hereby waive presentment,
protest, demand, notice of dishonor or default, and notice of any kind except as
herein required with respect to this Note or the performance of their
obligations under this Note.



                                       6
<PAGE>


                  12. Waiver; Amendment. No delay or omission by Lender in
enforcing or exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note. A waiver on any one occasion shall
not be construed as a waiver of any right or remedy on any future occasion. This
Note may not be amended except as Lender may consent thereto in writing duly
signed for and on its behalf.

                  13. Governing Law. This Note shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to principles of conflicts of law.

                  14. Jurisdiction. Each Borrower hereby irrevocably and
unconditionally:

                   (a) submits for itself and its property in any legal action
or proceeding relating to this Note, or for recognition and enforcement of any
judgment in respect hereof, to the non-exclusive general jurisdiction of all
federal and state courts located in the State of Delaware, and appellate courts
from any hereof;

                  (b) consents that any such action or proceeding may be brought
in such courts, and waives any objection that the Borrower may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail) postage prepaid, to the
Borrower at its address set forth above or at such other address of which the
Lender shall have been notified by Borrower;

                  (d) agrees that nothing herein shall affect the right of the
Lender to effect service of process in any other manner permitted by law or
shall limit the right of the Lender to commence appropriate legal proceedings to
enforce its rights under this Note in any other jurisdiction; and

                  (e) waives all right to trial by jury in any action,
proceeding or counterclaim arising out of or in connection with this Note.


                  [Remainder of page intentionally left blank]


                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Borrowers have executed this
Convertible Promissory Note as of the date first set forth above.


                                       @POS.COM, INC.


                                       By:     /s/ John Wood
                                         -------------------------------------
                                           Title:  CEO


                                       CROSSVUE, INC.


                                       By:     /s/ Llavan Fernando
                                          ------------------------------------
                                           Title:  President / CEO


Acknowledged and accepted:

SYMBOL TECHNOLOGIES, INC.


By:      /s/ Leonard Goldner
    -----------------------------------------
      Title:  Executive Vice President and
              General Counsel





                                       8
<PAGE>




                                   SCHEDULE A




                    AMOUNT OF           AMOUNT OF           UNPAID PRINCIPAL
        DATE          LOAN         PRINCIPAL PAYMENT            BALANCE
      ---------   ------------   ---------------------    --------------------


















                                       9





</TEXT>
</DOCUMENT>
</SUBMISSION>
