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Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

May 11, 2004


TABLE OF CONTENTS

ARTICLE 1: The Merger   1
  1.1   The Merger   1
  1.2   Effective Time of the Merger   1
  1.3   Consummation   2
  1.4   Effects of the Merger   2
  1.5   Further Assurances   2
ARTICLE 2: The Surviving Corporation and Parent   2
  2.1   Certificate of Incorporation   2
  2.2   By-Laws   2
  2.3   Directors and Officers of Surviving Corporation   2
ARTICLE 3: Conversion of Shares   2
  3.1   Merger Consideration   2
  3.2   Acquisition Sub Shares   4
  3.3   Dissenting Shares   4
  3.4   Surrender and Payment   4
  3.5   Closing   5
  3.6   Withholding   6
ARTICLE 4: Representations and Warranties of Company   6
  4.1   Organization, Standing, etc. of Company   6
  4.2   Capitalization   6
  4.3   Subsidiaries   7
  4.4   Authority; Non-Contravention; Approval   8
  4.5   SEC Documents   9
  4.6   Financial Statements   10
  4.7   Absence of Undisclosed Liabilities   10
  4.8   No Liabilities as Guarantor   10
  4.9   Absence of Certain Changes or Events   10
  4.10   Taxes and Tax Returns   11
  4.11   Compliance with Laws   12
  4.12   Litigation   12
  4.13   Compliance with Agreements   13
  4.14   Books and Records   13
  4.15   Employee Benefit Plans; ERISA   13
  4.16   Labor Matters   15
  4.17   Assets   16
  4.18   Accounts Receivable and Vendor Receivables   16
  4.19   Real Estate   17
  4.20   Tangible Personal Property Leases   17
  4.21   Intellectual Property   17
  4.22   Insurance   18
  4.23   Commercial Relationships   18
  4.24   Environmental Matters   19
  4.25   Contracts and Commitments; Suppliers and Customers   21
  4.26   Section 203 of the DGCL Not Applicable   21
  4.27   Government Contracts   21
  4.28   Relations with Governments   22
  4.29   Stockholder Rights Plan   22
  4.30   No Existing Discussions   22
  4.31   Disclosure Documents   22
  4.32   Advisors' Fees   22
  4.33   Opinion of Financial Advisor   22
         

  4.34   Certain Loans, Split Dollar Arrangements and Other Transactions   22
  4.35   Territorial Restrictions   23
  4.36   Product Liability   23
  4.37   Immigration Compliance   23
  4.38   Preference Payments   23
  4.39   Vote Required   23
  4.40   Minority Business Status   23
  4.41   Acquisitions   24
  4.42   Definition of Company's Knowledge   24
  4.43   No Additional Representations   24
  4.44   Disclosure   24
ARTICLE 5: Representations and Warranties of Parent   25
  5.1   Organization, Standing, etc. of Parent   25
  5.2   Authorization and Execution   25
  5.3   Absence of Conflicts; Governmental Authorizations   25
  5.4   Capitalization   26
  5.5   SEC Reports   26
  5.6   Financial Statements   26
  5.7   Absence of Undisclosed Liabilities   27
  5.8   Absence of Adverse Changes   27
  5.9   Actions and Proceedings   27
  5.10   Proxy Statement and Registration Statement   27
  5.11   Advisors' Fees   27
  5.12.   Company Shares and Acquisition Sub Interests   27
  5.13   Definition of Parent's Knowledge   28
  5.14   Financing   28
  5.15   Disclosure   28
ARTICLE 6: Covenants   28
  6.1   Conduct of Business by Company Pending the Merger   28
  6.2   Control of Operations   30
  6.3   No Solicitation by Company   30
  6.4   Meeting of Company Stockholders and Meeting of SSI Stockholders   32
  6.5   Agreement to Cooperate; \f C \l 2   33
  6.6   Access to Information   33
  6.7   Proxy Statement   34
  6.8   Expenses and Fees   34
  6.9   Public Statements   35
  6.10   Company Employees   35
  6.11   Notification of Certain Matters; Supplemental Disclosure   35
  6.12   Reliance Upon Warranties, Representations and Agreements of Company   36
  6.13   Reliance Upon and Enforcement of Representations, Warranties and Agreements of Parent and Acquisition Sub   36
  6.14   Indemnification   36
  6.15   Maintenance of Company Records   38
  6.16   Stockholder Litigation   38
  6.17   Affiliates   38
  6.18   Resignations   38
ARTICLE 7: Conditions   38
  7.1   Conditions to Each Party's Obligation to Effect the Merger   38
  7.2   Conditions to Obligation of Company to Effect the Merger   39
  7.3   Conditions to Obligations of Parent to Effect the Merger   39
         

ARTICLE 8: Termination, Amendment and Waiver   40
  8.1   Termination   40
  8.2   Effect of Termination   41
  8.3   Termination Payment by Company   41
  8.4   Amendment   43
  8.5   Waiver   43
ARTICLE 9: General Provisions   44
  9.1   Non-Survival   44
  9.2   Brokers   44
  9.3   Notices   44
  9.4   Interpretation   45
  9.5   Miscellaneous   45
  9.6   Jurisdiction   45
  9.7   Counterparts   46
  9.8   Parties In Interest   46
  9.9   Severability   46
  9.10   Entire Agreement   46
  9.11   Governing Law   46
  9.12   Section Headings; Construction   46
  9.13   Enforcement   46
  9.14   Rules of Construction   46
  9.15   Waiver of Trial by Jury   46


AGREEMENT AND PLAN OF MERGER

        This Agreement and Plan of Merger (this "Agreement"), dated as of May 11, 2004, is made by and among Pomeroy IT Solutions, Inc., a Delaware corporation ("Parent"), Pomeroy Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and Alternative Resources Corporation, a Delaware corporation ("Company").

W I T N E S S E T H:

        WHEREAS, the Board of Directors of Company has (i) unanimously determined that this Agreement, the Merger and the transactions contemplated hereby are fair to, and in the best interests of, Company and the stockholders of Company; (ii) unanimously approved this Agreement and declared it advisable; and (iii) unanimously resolved to recommend that the stockholders of Company approve and adopt this Agreement, the Merger and the transactions contemplated hereby; and

        WHEREAS, the Board of Directors of Parent and Acquisition Sub have approved the Merger on the terms set forth in this Agreement; and

        WHEREAS, for federal income tax purposes, it is intended that the Merger be treated as a taxable transaction under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"); and

        WHEREAS, concurrently with the execution and delivery of this Agreement, to induce Parent to enter into this Agreement, Wynnchurch Capital Partners, L.P., a Delaware limited partnership ("WCP"), Wynnchurch Capital Partners, Canada, L.P., a Canada limited partnership ("WCPC") and Wynnchurch Capital, Ltd., a Delaware corporation ("WCL") have entered into an agreement in the form attached hereto as Exhibit "A" (the "WCP, WCPC and WCL Agreement").

        NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein, and intending to be legally bound, Parent, Acquisition Sub and Company hereby agree as follows:


ARTICLE 1
The Merger

        1.1   The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time in accordance with the Delaware General Corporation Law ("DGCL"), Acquisition Sub shall be merged with and into Company and the separate existence of Acquisition Sub shall thereupon cease (the "Reverse Merger"). Parent may at any time change the method of effecting the combination with Company (including, without limitation, the provisions of this Section 1.1) if and to the extent it deems such change to be desirable, including without limitation, to provide for a merger of Company with an into Acquisition Sub (the "Forward Merger"); provided, however, that no change shall (i) alter or change the Merger Consideration, as herein after provided for in this Agreement, (ii) materially impede or delay consummation of the transactions contemplated by this Agreement, or (iii) relieve Parent of any of its obligations hereunder. The Reverse Merger and Forward Merger shall alternatively be referred to as the ("Merger"). The Company (in the case of a Reverse Merger), or Acquisition Sub (in the case of a Forward Merger), as the surviving corporation after the Merger, is hereinafter sometimes referred to as "Surviving Corporation."

        1.2   Effective Time of the Merger. The Merger shall become effective at such time (the "Effective Time") as shall be stated in the Certificate of Merger, in a form reasonably acceptable to Parent, Company and Acquisition Sub, respectively, to be filed with the Secretary of State of Delaware in accordance with the DGCL ("Merger Filing"). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made at the Closing.

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        1.3   Consummation. The parties acknowledge that it is their mutual desire and intent to consummate the Merger as soon as practical after the date hereof. Accordingly, the parties shall use their reasonable efforts to consummate, as soon as practical, the transactions contemplated by this Agreement in accordance with Section 3.5.

        1.4   Effects of the Merger. The Merger shall have the effect set forth in Section 259 of the DGCL.

        1.5   Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other actions are necessary, desirable or proper to vest, perfect or confirm of record or otherwise in the Surviving Corporation, the title of any property or rights of Acquisition Sub acquired or to be acquired by reason of, or as a result of, the Merger (or Company in the event of a Forward Merger), the Surviving Corporation and Acquisition Sub (Company in the event of a Forward Merger) agree that the Acquisition Sub and Surviving Corporation (Company in the event of a Forward Merger) and their proper officers and directors shall and will execute and deliver all such proper deeds, assignments and assurances in law and to do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement.


ARTICLE 2
The Surviving Corporation and Parent

        2.1   Certificate of Incorporation. If the Reverse Merger is consummated, the Certificate of Incorporation of Company shall be amended at the Effective Time, to read in its entirety as set forth on Exhibit "B" hereto and shall be the Certificate of Incorporation after the Effective Time, until thereafter amended in accordance with its terms as provided in the DGCL.

        If the Forward Merger is consummated, the Certificate of Incorporation of Acquisition Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Surviving Corporation after the Effective Time, until thereafter amended in accordance with its term and as provided in DGCL, except that Article 1 thereof shall be amended at the Effective Time in accordance with the provisions of Section 251 of DGCL to read in its entirety as follows: "The name of the Corporation is "Alternative Resources Corporation"'

        2.2   By-Laws. The By-Laws of Acquisition Sub as in effect immediately prior to the Effective Time shall be the By-Laws of Surviving Corporation after the Effective Time, and thereafter may be amended in accordance with their terms and as provided by the Certificate of Incorporation of Surviving Corporation and the DGCL, except that references in the By-Laws to the term Acquisition Sub shall be changed to "Alternative Resources Corporation"

        2.3   Directors and Officers of Surviving Corporation. The Directors and Officers of Acquisition Sub, in effect immediately prior to the Effective Time shall be the Directors and Officers of Surviving Corporation as of the Effective Time and thereafter such Directors and Officers shall serve in accordance with the By-Laws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.


ARTICLE 3
Conversion of Shares

        3.1   Merger Consideration. The manner and basis of converting the shares of Company Common Stock upon consummation of the Merger shall be as set forth in this Section 3.1. At the Effective Time,

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by virtue of the Merger and without any action on the part of Company, Acquisition Sub or any holder of Company Capital Stock or holder of capital stock of Acquisition Sub:

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        3.2   Acquisition Sub Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent as the sole stockholder of Acquisition Sub, each issued and outstanding share of common stock, par value $.01 per share, of Acquisition Sub ("Acquisition Sub Common Stock") shall, in the case of a Reverse Merger, be converted into one share of common stock, par value $.01 per share, of the Surviving Corporation and each issued and oustanding share of common stock, par value .01 per share, of Acquisition Sub, shall, in the case of a Forward Merger, remain outstanding as one share of common stock, .01 per share, of the Surviving Corporation.

        3.3   Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Company Common Stock in accordance with the requirements of Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration and the holders thereof shall be entitled to only such rights as are granted by the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal, in which case such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, as set forth in Section 3.1, without any interest thereon. Company shall give Parent prompt notice of any demands received by Company for appraisal of shares of Company Common Stock, withdrawals of such demands, and any other instruments or documents served pursuant to the DGCL and received by Company, and Company shall give Parent the opportunity to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL, will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

        3.4   Surrender and Payment.

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        3.5   Closing. The closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Parent, or such other location as shall be mutually agreeable to Parent and

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Company on the first (1st) Business Day immediately following the date on which the last of the conditions set forth in Article 7 (other than the delivery of certificates, and other instruments and documents to be delivered at the Closing, but subject to the delivery at the Closing of such certificates, and other instruments and documents) is fulfilled or waived, or at such other time and place as Parent and Company shall agree (the date on which the Closing occurs is referred to in this Agreement as the "Closing Date").

        3.6   Withholding. Parent will be entitled to deduct and withhold from the aggregate Merger Consideration otherwise payable to any former holder of Company Common Stock all amounts required by law to be deducted or withheld therefrom. To the extent that amounts are so withheld by Parent or Acquisition Sub, such withheld amount will be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent or Acquisition Sub.


ARTICLE 4
Representations and Warranties of Company

        Except as set forth in the Company Disclosure Schedule (with specific reference to the relevant sections of the representations and warranties or covenants in this Agreement or disclosure in such a way to make its relevance to the information called for by the representations and warranties or covenants readily apparent) or in the Company Reports, or as otherwise expressly contemplated by this Agreement, Company represents and warrants to Parent and Acquisition Sub as follows:

        4.1   Organization, Standing, etc. of Company. Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, has the requisite corporate power and authority to own its assets and to carry on its businesses as presently conducted. The Company is duly qualified as a foreign corporation to do business in and is in good standing in each jurisdiction where it is presently engaged in business and is required to be so qualified except for the jurisdictions set forth in Section 4.1 of the Company Disclosure Schedule which Company is currently preparing documentation to so qualify or where the failure to be so qualified would not have a Material Adverse Effect on Company. Company has delivered or made available to Parent and Acquisition Sub true and complete copies of its Certificate of Incorporation and all amendments thereto to the date hereof and its Bylaws as presently in effect and the Certificate of Incorporation and Bylaws (or other comparable documents). Company has all requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and to consummate the transactions contemplated hereby. Section 4.1 of the Company Disclosure Schedule sets forth a complete list of the jurisdictions in which the Company is qualified to do business.

        4.2   Capitalization.

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        4.3   Subsidiaries.

        Except as set forth in Section 4.3 of the Company Disclosure Schedule,

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        4.4   Authority; Non-Contravention; Approval.

        Except as set forth in Section 4.4 of the Company Disclosure Schedule,

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        4.5   SEC Documents.

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        4.6   Financial Statements. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including, in each case, any related notes) and schedules fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations, shareholders' equity and cash flows of the Company and its Subsidiaries included in or incorporated by reference into the Company Reports (including, in each case, any related notes) fairly presents in all material respects the consolidated financial position, results of operations or cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which in the aggregate were not or will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Section 4.6 of the Company Disclosure Schedule sets forth the outstanding balance of the Company's indebtedness owed to WCP, WCPC and WCL as of March 31, 2004 (including fees and accrued interest through such date).

        4.7   Absence of Undisclosed Liabilities. Except as set forth in the Company Reports or in Section 4.7 of the Company Disclosure Schedule, as of December 31, 2003, the Company and its Subsidiaries had no material liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed in the balance sheet dated December 31, 2003 (or the notes thereto) in accordance with GAAP included in the Company's audited financial statements for such year and/or the Company 10-K ("the Company Balance Sheet") that were not adequately reflected or reserved against on the Company Balance Sheet. Except as set forth in Section 4.7 of the Company Disclosure Schedule, the Company has no material liabilities of any nature, whether accrued, absolute, contingent or otherwise required to be reflected or disclosed on the Company Balance Sheet prepared in accordance with GAAP, other than liabilities (i) adequately reflected or reserved against on the Company Balance Sheet, (ii) incurred since December 31, 2003 in the ordinary course of business, or (iii) that would not, individually or in the aggregate, have a Material Adverse Effect on Company. As of the Closing Date, Company shall have accrued or made provisions in accordance with GAAP, for certain obligations of Company in the aggregate amount of $375,000.00 relating to the specific items set forth in Section 4.7 of the Company Disclosure Schedule pertaining to this accrual and for any other employee(s) set forth on Exhibit B who is/are due severance whose termination of employment has occurred on or prior to Closing.

        4.8   No Liabilities as Guarantor. Except as set forth in Section 4.8 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries are directly or indirectly obligated to guaranty or assume any debt, dividend, or other obligation of any Person, corporation, association, partnership, or other entity (other than the Company or its Subsidiaries), except endorsements made in the ordinary course of business in connection with the deposit of items for collection.

        4.9   Absence of Certain Changes or Events. Since December 31, 2003, Company and its Subsidiaries have conducted their businesses only in the ordinary course and, to the knowledge of Company, in a manner consistent with past practice, and there has not been:

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        4.10 Taxes and Tax Returns. Except as set forth in Section 4.10 of the Company Disclosure Schedule:

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        4.11 Compliance with Laws.

        4.12 Litigation.

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        4.13 Compliance with Agreements. Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is in breach or violation of or in default in the performance or observance of any term or provision of, and no event has occurred which, with lapse of time or action by a third party, could result in a default under, (a) the charter or by-laws of Company or (b) the contracts, commitments, agreements, leases, licenses, and other instruments of Company or its Subsidiaries, except, in the case of clause (b) above, for breaches, violations and defaults which, alone or in the aggregate, would not have a Material Adverse Effect on Company.

        4.14 Books and Records. The minute books of the Company have been made available to Parent and Acquisition Sub, contain or will contain at Closing in all material respects accurate records of all meetings and accurately reflect in all material respects all other corporate action of the shareholders and directors and any committees of the Company board of directors.

        4.15 Employee Benefit Plans; ERISA.

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        4.16 Labor Matters.

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        4.17 Assets. Except as provided in Section 4.17 of the Company Disclosure Schedule, Company and each Subsidiary of Company have good title to all of their respective assets and properties, including, but not limited to, those assets and properties reflected in Company's Balance Sheet, except only for assets subsequently disposed of in the ordinary course of business, free and clear of all Liens, except (a) as specifically reflected thereon, or (b) for Permitted Liens. To the knowledge of Company, all Company's and each Subsidiary's tangible and other operating assets, property and equipment, except those no longer carried on Company's books, are generally in good operating condition and repair in light of their age, free of structural or material mechanical defects (it being acknowledged that at any time certain of such assets may be in disrepair or needing replacement in the ordinary course) and to Company's knowledge conform with all applicable laws and regulations.

        4.18 Accounts Receivable and Vendor Receivables. All Accounts Receivable and Vendor Receivables of Company and each Subsidiary which have arisen in connection with the businesses or otherwise and which are reflected on Company's Balance Sheet, and all such receivables which will have arisen since December 31, 2003 have arisen only from bona fide transactions in the ordinary course of business and represent valid, collectible (net of any bad debt reserves) and existing claims. Except as set forth on Section 4.18 of the Company Disclosure Schedule, and subject to customer credits, the payment of each Account Receivable and Vendor Receivable will not, as of the Closing Date, to the knowledge of the Company, be subject to any known defense, counterclaim or condition (other than Company's performance in the ordinary course of business) whatsoever. Section 4.18 of the Company Disclosure Schedule hereto accurately lists, as of a date within five (5) days of execution of this Agreement, and will list, as of a date within five (5) days of the Closing Date, all receivables arising out of or relating to the businesses, the amount owing and the aging of such Accounts Receivable and Vendor Receivables. Company has provided Parent and Acquisition Sub the opportunity to review complete and correct copies of all instruments, documents and agreements evidencing such Accounts Receivable and Vendor Receivables and of all instruments, documents or agreements, if any, creating security therefor. Company represents and warrants that the bad debt reserves established for its Accounts Receivables and Vendor Receivables are sufficient to cover the risk of loss resulting from the uncollectability of such Accounts Receivables and Vendor Receivables.

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        4.19 Real Estate.

        4.20 Tangible Personal Property Leases.

        4.21 Intellectual Property.

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        4.22 Insurance.

        4.23 Commercial Relationships.

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        4.24 Environmental Matters.

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        4.25 Contracts and Commitments.

        4.26 Section 203 of the DGCL Not Applicable. The Board of Directors of Company has approved the Merger, this Agreement and transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and the other transactions contemplated hereby the restrictions contained in Section 203 of the DGCL, and no other antitakeover or similar statute or regulation of the State of Delaware or any other state or jurisdiction applies or purports to apply to any such transactions.

        4.27 Government Contracts. Except as set forth in Section 4.27 of the Company Disclosure Schedule, to the knowledge of Company, with respect to services rendered to a Governmental Entity pursuant to any Government Contracts, there is, as of the date of this Agreement, no (a) civil fraud or criminal investigation of any Governmental Entity that, individually or in the aggregate, has had or would have a Material Adverse Effect on Company, (b) suspension or debarment proceeding (or equivalent proceeding) against Company or any of its Subsidiaries that, individually or in the aggregate, has had or would have a Material Adverse Effect on Company, (c) request by a Governmental Entity

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for a contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency (or other applicable Governmental Entity) or claim of defective pricing in excess of $25,000, (d) dispute between Company or any of its Subsidiaries and a Governmental Entity which, since December 31, 2000,has resulted in a government contracting officer's final decision where the amount in controversy exceeds or is expected to exceed $50,000 or (e) claim or request for equitable adjustment by Company or any of its Subsidiaries against a Governmental Entity in excess of $25,000.

        4.28 Relations with Governments. To the knowledge of Company, neither Company nor any of its Subsidiaries, nor any director, officer, agent or employee of Company or any of its Subsidiaries, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (b) made any unlawful payment or offered anything of value to foreign or domestic government officials or employees or to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (c) made any other unlawful payment, or (d) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause Company or any of its Subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law of similar effect.

        4.29 Stockholder Rights Plan. As of the date of this Agreement, Company does not have any stockholder rights plan in effect.

        4.30 No Existing Discussions. As of the date of this Agreement, Company is not engaged, directly or indirectly, in any negotiations or discussions with any other party with respect to an Acquisition Proposal.

        4.31 Disclosure Documents. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto shall, at the date the Proxy Statement or any such amendment or supplement is first mailed to the Company Common Stockholders or at the time of the Stockholders' Approval contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under, which they were made, not misleading. No representation or warranty is made by Company in this Section 4.31 with respect to statements made or incorporated by reference therein based on information that was not supplied by Company or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

        4.32 Advisors' Fees. Except for Updata Capital, a copy of whose engagement agreement has been made available to Parent prior to the date of this Agreement, there is no investment banker, broker, finder, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of Company or any of its Subsidiaries who might be entitled to any fee from Company or any of its Subsidiaries (including, after the consummation of the Merger from Parent or Acquisition Sub) in connection with the Merger or any of the other transactions contemplated by this Agreement.

        4.33 Opinion of Financial Advisor. Company has received the opinion of Updata Capital, financial advisor to Company, to the effect that as of the date of this Agreement, the Merger Consideration is fair to the Stockholders from a financial point of view.

        4.34 Certain Loans, Split Dollar Arrangements and Other Transactions No present or former director, officer or employee (or Person affiliated with any such director, officer or employee) of Company or any of its Subsidiaries owes money to Company or any of its Subsidiaries pursuant to a loan or other arrangement. Except as set forth in Company Reports, since January 1, 2000, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" disclosure pursuant to Item 404 of Regulation S-K promulgated by the SEC. As of the date of this Agreement,

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neither Company nor any of its Subsidiaries have any loan or any split dollar arrangement in existence that is in violation of the applicable provisions of the Sarbanes-Oxley Act.

        4.35 Territorial Restrictions. Except as described in Section 4.35 of the Company Disclosure Schedule, neither Company nor any Subsidiary of Company is restricted by any written agreement or understanding with any other Person (excluding applicable laws of Governmental Entities) from carrying on the businesses anywhere in the world.

        4.36 Product Liability. To the Company's knowledge, there are no material product liability claims against Company or any Subsidiary of Company, either potential or existing, which are not fully covered by product liability insurance coverage or which are not covered by any manufacturer's warranty provided to Company or any Subsidiary of Company, which, if determined adversely to Company or any Subsidiary of Company, could have a Material Adverse Effect on Company.

        4.37 Immigration Compliance.

        4.38 Preference Payments. Neither Company nor any Subsidiary of Company has received any payments from any third party creditor presently seeking protection under Chapter 11 or Chapter 7 of the Bankruptcy Code that could be set aside as a preference item within the meaning of Section 547 of the Bankruptcy Code, as such section may hereafter be amended that individually or in the aggregate has had or would have a Material Adverse Effect on Company.

        4.39 Vote Required. The affirmative votes of holders of greater than fifty percent (50%) of the outstanding shares of Company Common Stock entitled to vote thereon are the only votes of the holders of any class or series of Company Capital Stock necessary to approve this Agreement and the transactions contemplated by this Agreement.

        4.40 Minority Business Status. Neither Company nor any Subsidiary of Company is certified as a minority business enterprise under any federal, state or local certification process and none of the businesses of Company or any Subsidiary of Company has been awarded as a result, or predicated upon, Company's or any Subsidiary of Company's certification of being a minority business supplier.

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        4.41 Acquisitions. Section 4.41 of the Company Disclosure Schedule sets forth all the acquisitions of other businesses made by Company and/or any Subsidiary of Company during the past ten (10) years. Company represents that no claims for indemnification against Company or Subsidiary or any other liability emanating out of said transactions may be asserted against Company or any Subsidiary of Company that could have a Material Adverse Effect on Company.

        4.42 Definition of Company's Knowledge. As used in this Agreement, the phrase "to the knowledge of Company" or any similar phrase means the actual knowledge of the individuals identified in Section 4.42 of the Company Disclosure Schedule.

        4.43 No Additional Representations. Company acknowledges that neither Parent nor Acquisition Sub, nor any other Person advising or acting on behalf of Parent, Acquisition Sub, or any Affiliate of Parent or Acquisition Sub, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent or Acquisition Sub or the business conducted by Parent or Acquisition Sub, in each case, except as expressly set forth in this Agreement.

        4.44 Disclosure. None of the representations and warranties made by Company herein, or made in any certificate furnished or to be furnished by it, pursuant to the requirements of this Agreement, including any disclosures made in the Company Disclosure Schedule, contains or will contain any untrue statement of a material fact or omits or will omit any material fact, an omission of which could, in light of the circumstances in which it was made, be misleading. Company has no knowledge of any factors materially adversely affecting the future prospect of the business of the Company and its Subsidiaries, taken as a whole, which has not been disclosed in this Agreement and the Company Disclosure Schedule, other than any change, circumstance, fact, event or effect relating to (i) the securities markets in general, (ii) the economy in general, except if the Company and its Subsidiaries is adversely affected in a materially disproportionate manner as compared to similarly situated entities, (iii) the industries in which the Company and its subsidiaries operate and not specifically relating to the Company and its Subsidiaries, including changes in legal, accounting or regulatory changes, or conditions, except if the Company and its Subsidiaries is adversely affected in a materially disproportionate manner as compared to other comparable participants in such industries, or (iv) the announcement of the Merger and the performance of the obligations of the parties under this Agreement (including any cancellations or delays in contract awards and any impact on relationships with customers, prime contractors, subcontractors or suppliers to the extent but only to the extent relating to the announcement of the Merger or the performance of the obligations of the parties hereunder).

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ARTICLE 5
Representations and Warranties of Parent and Acquisition Sub

        Except as set forth in the Parent Disclosure Schedule (with specific reference to the relevant sections of the representations and warranties or covenants in this Agreement or disclosure in such a way to make its relevance to the information called for by the representations and warranties or covenants readily apparent) or in the Parent SEC Reports, or as otherwise expressly contemplated by this Agreement, Parent and Acquisition Sub represent and warrant to Company as follows:

        5.1   Organization, Standing, etc. of Parent and Acquisition Sub. Each of Parent and Acquisition Sub are corporations duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of their incorporation, have the requisite corporate power and authority to own their assets and to carry on their businesses as presently conducted. Each of Parent and Acquisition Sub is duly qualified as a foreign corporation to do business in and is in good standing in each jurisdiction where it is presently engaged in business and is required to be so qualified except where the failure to be so qualified would not have a Material Adverse Effect on Parent or Acquisition Sub. Parent and Acquisition Sub have delivered or made available to Company true and complete copies of its respective Certificates of Incorporation and all amendments thereto to the date hereof and its Bylaws as presently in effect on the date of this Agreement, including all amendments thereto.

        5.2   Authorization and Execution. Parent and Acquisition Sub have full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been approved by the respective Boards of Directors of Parent and Acquisition Sub and by Parent as the sole stockholder of Acquisition Sub and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Acquisition Sub and, assuming the due authorization, execution and delivery thereof by Company, constitutes a valid and legally binding Agreement of Parent and Acquisition Sub enforceable against each of them in accordance with its term, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditor rights generally, and (ii) general equitable principles.

        5.3   Absence of Conflicts; Governmental Authorizations.

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        5.4   Capitalization. (a) The authorized capital stock of Parent consists of 20,000,000 shares of Parent Common Stock and 2,000,000 shares of Parent Preferred Stock. As of May 5, 2004, the only shares of capital stock of Parent that are issued and outstanding are 12,258,186 shares of Parent Common Stock, all of which were validly issued, and are fully paid and nonassessable and free of preemptive rights. (b) The authorized capital stock of Acquisition Sub consists of 1500 shares of Acquisition Sub Common Stock, of which 100 shares are issued and outstanding as of the date hereof. All the shares of Acquisition Sub that are issued and oustanding were validly issued and are fully paid, nonassessable and free of preemptive rights.

        5.5   SEC Reports. The Company has had access through publicly-available information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, 2004, as filed with the SEC (the "Parent 10-K"), (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and (iv) all other documents filed by Parent with the SEC under the Exchange Act or the Securities Act since January 5, 2000 (the "Parent SEC Reports"). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 5.5 of the Parent Disclosure Schedule, all Parent SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Act with respect to the Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

        5.6   Financial Statements. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent SEC Reports (including, in each case, any related notes) fairly presents in all material respects the consolidated financial position of Parent and the Parent

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Subsidiaries as of its date and each of the consolidated statements of income, shareholders' investment and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including, in each case, any related notes) fairly presents in all material respects the consolidated financial position, results of operations or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which in the aggregate were not or will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

        5.7   Absence of Undisclosed Liabilities. Except as set forth in the Parent SEC Reports or in Section 5.7 of the Parent Disclosure Schedule, as of January 5, 2004, Parent and the Parent Subsidiaries had no material liabilities of any nature, whether accrued, absolute, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed in the balance sheet dated January 5, 2004(or the notes thereto) included in the Parent 10-K (the "Parent Balance Sheet") that were not adequately reflected or reserved against on the Parent Balance Sheet. Except as set forth in Section 5.7 of the Parent Disclosure Schedule, Parent has no material liabilities of any nature, whether accrued, absolute, contingent or otherwise, other than liabilities (i) adequately reflected or reserved against on the Parent Balance Sheet, (ii) incurred since January 5, 2004 in the ordinary course of business, or (iii) that would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

        5.8   Absence of Adverse Changes. Since January 5, 2004, there has not been any change, event or circumstance that has had, or would have, a Material Adverse Effect on Parent.

        5.9   Actions and Proceedings. Except as set forth in the Parent SEC Reports or in Section 5.9 of the Parent Disclosure Schedule, there are no actions, suits or claims or legal, administrative or arbitration proceedings pending or, to the knowledge of Parent, threatened against Parent or Acquisition Sub that, individually or in the aggregate, would have a Material Adverse Effect on Parent. Except as set forth in Section 5.9 of the Parent Disclosure Schedule, there is no writ, order, injunction, judgment or decree in effect or, to the knowledge of Parent, threatened that is applicable to Parent or Acquisition Sub or by which any of their respective properties or assets is bound and that, individually or in the aggregate, would be material to the business of Parent and Acquisition Sub taken as a whole.

        5.10 Proxy Statement. None of the information supplied by Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting (except as supplemented by Parent to reflect changes in information so supplied at the time of such meeting), 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.

        5.11 Advisors' Fees. Except for Bear Stearns, there is no investment banker, broker, finder, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of Parent or Acquisition Sub who might be entitled to any fee from Parent or Acquisition Sub (including, after the consummation of the Merger from Parent or Acquisition Sub) in connection with the Merger or any of the other transactions contemplated by this Agreement.

        5.12. Company Shares and Acquisition Sub Interests.

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        5.13 Definition of Parent's Knowledge. As used in this Agreement, the phrase "to the knowledge of Parent' or any similar phrase means the actual knowledge of the individuals identified in Section 5.13 of the Parent Disc losure Schedule.

        5.14 Financing. Parent has obtained all necessary financing commitments and unconditional approvals necessary to consummate the transactions contemplated hereby.

        5.15 Disclosure. None of the representations or warranties made by Parent herein, or made in any certificate furnished or to be furnished by it, pursuant to the requirements of this Agreement, including any disclosures made in the Parent Disclosure Schedule, contain or will contain any untrue statement of a material fact or omits or will omit any material fact, an omission of which could, in light of the circumstances in which it was made, be misleading. Parent has no knowledge of any factors materially adversely affecting the future prospect of Parent's business which has not been disclosed in this Agreement and the Disclosure Schedule, other than any change, circumstance, fact, event or effect relating to (i) the securities markets in general, (ii) the economy in general, except if the Parent and its Subsidiaries is adversely affected in a materially disproportionate manner as compared to similarly situated entities, (iii) the industries in which the Parent and its Subsidiaries operate and not specifically relating to the Parent and its Subsidiaries, including changes in legal, accounting or regulatory changes, or conditions, except if the Parent and its Subsidiaries is adversely affected in a materially disproportionate manner as compared to other comparable participants in such industries, or (iv) the announcement of the Merger and the performance of the obligations of the parties under this Agreement (including any cancellations or delays in contract awards and any impact on relationships with customers, prime contractors, subcontractors or suppliers to the extent but only to the extent relating to the announcement of the Merger or the performance of the obligations of the parties hereunder).


ARTICLE 6
Covenants

        6.1   Conduct of Business by Company Pending the Merger. After the date hereof and except as set forth in Section 6.1 of the Company Disclosure Schedule, prior to the Closing Date or earlier termination of this Agreement, unless Parent shall otherwise agree in writing (which consent shall not be unreasonably withheld or delayed), Company shall, and shall cause its Subsidiaries, subject to restrictions imposed by applicable law, to:

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        6.2   Control of Operations. Nothing contained in this Agreement shall give to Parent or Acquisition Sub, directly or indirectly, rights to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries' operations.

        6.3   No Solicitation by Company.

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Nothing in this Section 6.3(e) shall relieve Company from liability for any willful or intentional breach of this Agreement.

        6.4   Meeting of Company Stockholders.

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        6.5   Agreement to Cooperate.

        6.6   Access to Information.

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        6.7   Proxy Statement.

        6.8   Expenses and Fees. Except as may be otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated. WCP, WCPC and WCL shall be solely responsible for paying all their costs and expenses incurred in connection with this Agreement and the transactions contemplated thereby that are applicable to them. None of such costs and expenses shall be paid by Company, Parent or Acquisition Sub.

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        6.9   Public Statements. Company, on the one hand, and Parent and Acquisition Sub, on the other hand, agree that, from the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by any party without the prior consent of the other party or parties (which consent shall not be unreasonably withheld), except (a) as such release or announcement may be required by law or the rules or regulations of any United States securities exchange, in which case the party required to make the release or announcement shall allow the other party or parties reasonable time to comment on such release or announcement in advance of such issuance, and (b) that each of Parent, Acquisition Sub and Company and their respective Affiliates may make such an announcement to their respective employees after consultation with the other parties.

        6.10 Company Employees, Employee Benefit Plan Transition, Etc.

        6.11 Notification of Certain Matters; Supplemental Disclosure.

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        6.12 Reliance Upon and Enforcement of Warranties, Representations and Agreements of Company. Company hereby agrees that, notwithstanding any right of Parent or Acquisition Sub to fully investigate the affairs of Company and the Subsidiaries of Company, and notwithstanding any knowledge of facts determined or determinable by Parent and/or Acquisition Sub pursuant to such investigation or right of investigation, Parent and Acquisition Sub have the right to rely fully upon the representations, covenants, warranties and agreements of Company contained in this Agreement, and upon the accuracy of any document, schedule, certificate or exhibit given or delivered to Parent and Acquisition Sub pursuant to the provisions of this Agreement.

        6.13 Reliance Upon and Enforcement of Representations, Warranties and Agreements of Parent and Acquisition Sub. Parent and Acquisition Sub hereby agree that, notwithstanding any right of Company to fully investigate the affairs of Parent and Acquisition Sub and notwithstanding any knowledge of facts determined or determinable by Company pursuant to such investigation or right of investigation, Company has the right to fully rely upon the representations, covenants, warranties and agreements of Parent and Acquisition Sub contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Company pursuant to the provisions of this Agreement.

        6.14 Indemnification.

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        6.15 Maintenance of Company Records. Parent and its Subsidiaries shall maintain the books, records and files of Company which exist at the Effective Time and which become subject to the direct or indirect control of Parent pursuant to the Merger in accordance with Parent's document retention policies as they exist from time to time.

        6.16 Stockholder Litigation. Company shall keep Parent informed of, and cooperate with Parent in connection with, any stockholder litigation or claim against Company and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement; provided, however, that no settlement in connection with such stockholder litigation shall be agreed to without Parent's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that all obligations in this Section 6.16 shall be subject to the obligations of Company under applicable laws relating to attorney-client communication and privilege.

        6.17 Affiliates. Prior to the Closing Date, Company shall deliver to Parent a letter identifying all Persons that, to Company's knowledge, are at the time this Agreement is submitted for adoption by the Company Common Stockholders, "affiliates" of Company for purposes of Rule 145 under the Securities Act. Company shall use its reasonable best efforts to cause each such Person to deliver to Parent on or prior to the Closing Date a written agreement containing customary and reasonable terms and conditions relating to resales by such affiliates of Parent Common Stock acquired in the Merger.

        6.18 Resignations. Upon the written request of Parent, Company shall cause any or all of the officers of the Company and all of the officers and directors of each Company Subsidiary to resign or be removed or, ask the officers to resign or be terminated, effective as of the Closing. In addition, Company and each Company Subsidiary shall request all directors to resign at Closing, except to the extent otherwise indicated by Parent.


ARTICLE 7
Conditions

        7.1   Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

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        7.2   Conditions to Obligation of Company to Effect the Merger. Unless waived in writing by Company, the obligation of Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

        7.3   Conditions to Obligations of Parent to Effect the Merger. Unless waived in writing by Parent, the obligations of Parent and Acquisition Sub to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the additional following conditions:

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ARTICLE 8
Termination, Amendment and Waiver

        8.1   Termination. This Agreement may be terminated as set forth below at any time prior to the Closing Date, whether before or after the Stockholders' Approval has been obtained:

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        8.2   Effect of Termination. In the event of termination of this Agreement by either Parent or Company, as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no further obligation on the part of Company, Parent, Acquisition Sub or their respective officers or directors, except as provided in Section 8.3 and except that in the case of any such termination, this Section 8.2 and Section 6.6(b), Section 6.8, Section 6.9 and Section 9.2 shall survive. Nothing in this Section 8.2 shall relieve any party from liability for any willful or intentional breach of this Agreement.

        8.3   Termination Payment by Company.

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        8.4   Amendment. This Agreement may not be amended except by action taken by the parties' respective boards of directors or duly authorized committees thereof or pursuant to authority granted by such boards of directors or duly authorized committees thereof and then only by an instrument in writing signed on behalf of each of the parties hereto and in compliance with applicable law.

        8.5   Waiver. At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant thereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such party.

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ARTICLE 9
General Provisions

        9.1   Non-Survival. None of the representations and warranties in this Agreement shall survive the Merger, and after the Effective Time, no person or entity shall have any further obligation, nor shall any claim be asserted or action be brought, with respect thereto. None of the covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time, and this Article 9.

        9.2   Brokers. Each of the parties hereto agrees to hold each of the other parties hereto harmless from and against any finders' fees in connection with the Merger contemplated by this Agreement based upon arrangements made by or on behalf of such arranging party.

        9.3   Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered personally, delivered by UPS or other nationally recognized overnight courier service or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) or two Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested) as follows:

(a)   If to Parent or Acquisition Sub to:

 
 
Pomeroy IT Solutions, Inc.
1020 Petersburg Road
Hebron, KY 41048
Attention: Mr. Stephen E. Pomeroy
Telephone No.: 859-586-0600
Telecopier No.: 859-334-5350

 
 
with copies to (which shall not constitute notice):

 
 
Lindhorst & Dreidame Co., LPA
312 Walnut Street, Suite 2300
Cincinnati, Ohio 45202
Attention: James H. Smith, III, Esq.
Telephone No.: 513-421-6630
Telecopier No.: 513-421-0212

(b)
 
If to Company, to:
Alternative Resources Corporation
600 Hart Road, Suite 300
Barrington, IL 60010
Attention: Robert P. Stanojev
Telephone No.: 847-381-6701
Telecopier No.: 847-381-6604

 
 
with copies to (which shall not constitute notice):

 
 
McDermott, Will & Emery
227 West Monroe Street
Chicago, IL 60606
Attention: Neal J. White
Telephone No.: 312-984-7579
Telecopier No.: 312-984-3669

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        All such communications shall be deemed to have been duly given: (A) in the case of a notice delivered by hand, when personally delivered; (B) in the case of a notice sent by facsimile, upon transmission subject to telephone and automated confirmation of receipt; and (C) in the case of a notice sent by overnight courier service, the date delivered at the designated address, in each case given or addressed as aforesaid.

        9.4   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. In this Agreement, unless a contrary intention appears, (a) the words "herein," "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, (b) the word "including" means "including without limitation' "and is intended by the parties to be by way of example rather than limitation and (c) reference to any Article or Section means such Article or Section hereof. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision.

        9.5   Miscellaneous. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, (b) is not intended to confer upon any other person any rights or remedies hereunder, except for rights of indemnified parties under Section 6.14 as herein provided and (c) shall not be assigned by operation of law or otherwise, except that on or prior to the mailing of the Proxy Statement, Acquisition Sub may assign this Agreement to a wholly-owned Subsidiary of Parent, but no such assignment shall relieve Acquisition Sub of its obligations hereunder. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

        9.6   Jurisdiction. Each of Company, Parent and Acquisition Sub hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware (the "Relevant Courts") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Relevant Courts and agrees not to plead or claim in any Relevant Court that such litigation brought therein has been brought in an inconvenient forum; provided, however, that nothing in this Section 9.6 is intended to waive the right of any party to remove any such action or proceeding commenced in any such state court to an appropriate federal court to the extent the basis for such removal exists under applicable law. Parent and the Subsidiaries hereby irrevocably (a) appoint CT Corporation System (the "Process Agent"), with an office on the date hereof in Wilmington, Delaware as their agent to receive on behalf of either of them service of copies of the summons and complaint and any other process which may be served in any such litigation, (b) agree that service of process may be made on Parent or Acquisition Sub by mailing, by certified mail, a copy of such summons, complaint or other process to Parent or Acquisition Sub in care of the Process Agent at the Process Agent's above address, with a copy to Parent or Acquisition Sub, as applicable, at its address for notice specified herein, and (c) authorizes and directs the Process Agent to accept such service on their behalf. Company hereby irrevocably (i) appoints the Process Agent as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such litigation, (ii) agrees that service of process may be made on Company by mailing, by certified mail, a copy of such summons, complaint or other process to Company in care of the Process Agent at the Process Agent's above address, with a copy to Company at its address for notice specified herein, and (iii) authorizes and directs the Process Agent to accept such service on behalf of Company. As an alternative method of service, the parties further agree that

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the mailing by certified or registered mail, return receipt requested, of any process required by such courts, to the address specified in Section 9.3, shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

        9.7   Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

        9.8   Parties In Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and, except as set forth in the exception to Section 9.5(b), nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the provisions of Section 6.14 are intended to benefit each person who is a beneficiary of Company's current directors' and officers' insurance and indemnification policy and related arrangements, and each such person shall have the right to enforce the obligations of Parent under Section 6.14.

        9.9   Severability. Should any provision of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

        9.10 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, contains the entire agreement between the parties with respect to the Merger and related transactions, and supersede all prior agreements, written or oral, between the parties with respect thereto, other than the Confidentiality Agreement (excluding the provisions of the agreement dated November 17, 2003 between Parent and the Company), which shall survive execution of this Agreement and any termination of this Agreement.

        9.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law provisions.

        9.12 Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

        9.13 Enforcement. The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement and to specific performance of any of the provisions of this Agreement. In the event that any action shall be brought in equity to enforce the provisions of the Agreement, neither party will allege, and each party hereby waives the defense, that there is an adequate remedy at law.

        9.14 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefor, waive the application of any law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

        9.15 Waiver of Trial by Jury. EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED, OR WHICH IN THE FUTURE MAY BE DELIVERED, IN CONNECTION WITH

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THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

        9.16 Consent to Granting of a Security Interest in Acquisition Documents. Parent and Surviving Corporation agree that upon the Closing of this transaction, the Surviving Corporation shall have the right to grant to GE Commercial Distribution Finance Corporation, formerly known as Deutsche Financial Services Corporation, as Administrative Agent for the benefit of various lenders under a Credit Facilities Agreement, and Surviving Corporation and various Affiliates of such parties, a first priority security interest and lien on all of Surviving Corporation's rights, remedies, claims and interests under all the acquisition documents for this transaction.

        IN WITNESS WHEREOF, Parent, Acquisition Sub and Company have caused this Agreement and Plan of Merger to be signed by their respective officers as of the date first written above.

    POMEROY IT SOLUTIONS, INC.

 
 
By:  
/s/  STEPHEN E. POMEROY      

 
 
Name:  
Stephen E. Pomeroy

 
 
Title:  
President

 
 
POMEROY ACQUISITION SUB, INC.

 
 
By:  
/s/  STEPHEN E. POMEROY      

 
 
Name:  
Stephen E. Pomeroy

 
 
Title:  
President

 
 
ALTERNATIVE RESOURCES CORPORATION

 
 
By:  
/s/  ROBERT P. STANOJEV      

 
 
Name:  
Robert P. Stanojev

 
 
Title:  
Chairman of the Board, CEO

47


APPENDIX A
Definitions—Reference Table

        "Accounts Receivable" means all notes and accounts receivable held by Company or any Subsidiary of Company, or of which Company or any Subsidiary of Company is the beneficial holder and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person held by Company or any Subsidiary of Company.

        "Acquisition Proposal" has the meaning assigned to such term in Section 6.3(a)(i).

        "Acquisition Sub Common Stock" has the meaning assigned to such term in Section 3.2.

        "Acquisition Sub" has the meaning assigned to such term in the Preamble.

        "Affiliate" means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

        "Agreement" has the meaning assigned to such term in the Preamble.

        "Bid" means any quotation, bid or proposal by Company or any of its Affiliates which, if accepted or awarded, would lead to a contract with a Governmental Entity, or a prime contractor or a higher-tier subcontractor to a Governmental Entity, for the sale of goods or the provision of services by Company, any Subsidiary of Company or a contracting team of which Company is a member.

        "Business Day" means a day, other than Saturday, Sunday or any other day on which commercial banks in Cincinnati, Ohio are authorized or required by law to close.

        "Cashless Exercise Consideration" has the meaning assigned to such term in Section 3.1(e).

        "Closing" has the meaning assigned to such term in Section 3.5.

        "Closing Date" has the meaning assigned to such term in Section 3.5.

        "Code" has the meaning assigned to such term in the Recitals.

        "Company" has the meaning assigned to such term in the Preamble.

        "Company Balance Sheet" has the meaning assigned to such term in Section 4.7.

        "Company Book-Entry Shares" has the meaning assigned to such term in Section 3.4(a).

        "Company Capital Stock" means the capital stock of Company.

        "Company Certificates" has the meaning assigned to such term in Section 3.4(a).

        "Company Common Stock" has the meaning assigned to such term in Section 3.1(a).

        "Company Common Stockholders" has the meaning assigned to such term in Section 6.4(a).

        "Company Disclosure Schedule" shall mean, with respect to the Company and its Subsidiaries, the schedules delivered by Company to the Parent and Acquisition Sub in connection with the execution and delivery of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations, warranties or covenants contained in this Agreement; provided that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty will not be deemed an admission by the Company that such item (or any non-disclosed item or information of comparable or greater significance) is required by the terms hereof to be disclosed or represents a material exception or fact, event or circumstance or that such item has had, or is reasonably expected to have, a Material Adverse Effect on Company.

        "Company Employees" has the meaning assigned to such term in Section 6.10.

        "Company's Knowledge" has the meaning assigned to such term in Section 4.42.

        "Company Plans" has the meaning assigned to such term in Section 4.16(a).

        "Company Preferred Stock" has the meaning assigned to such term in Section 6.14.

        "Company Reports" has the meaning assigned to such term in Section 4.5(a).

        "Company Required Statutory Approvals" means the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger.

        "Company Stock Option" has the meaning assigned to such term in Section 3.1(d).

        "Company Stock Option Plans" has the meaning assigned to such term in Section 3.1(d).

        "Company Subordinated Convertible Notes Due January 31, 2009" has the meaning assigned to such term in Section 7.2(d).

        "Company Senior Secured Revolving Credit Facility" has the meaning assigned to such term in Section 7.2(d).

        "Company Warrants" has the meaning assigned to such term in Section 3.1(e).

        "Confidentiality Agreement" means the confidentiality agreement dated effective as of November 17, 2003, between Company and Parent, as the same may be amended from time to time.

        "Consent" means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person.

        "Contaminated" has the meaning assigned to such term in Section 4.24(a).

        "DGCL" has the meaning assigned to such term in Section 1.1.

        "Dissenting Shares" has the meaning assigned to such term in Section 3.3.

        "DOL" has the meaning assigned to such term in Section 4.37(b).

        "Effective Time" has the meaning assigned to such term in Section 1.2.

        "Environmental Law" has the meaning assigned to such term in Section 4.24(a).

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

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Exchange Agent" has the meaning assigned to such term in Section 3.4(a).

        "Expense Amount" has the meaning assigned to such term in Section 8.3(a)

        "Forward Merger" has the meaning assigned to such term in Section 1.1.

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board.

        "Government Contracts" means any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, Bid, change order or other commitment or funding vehicle between Company or any Subsidiary of Company and (a) a Governmental Entity, (b) any prime contractor to a Governmental Entity or (c) any subcontractor with respect to any contract described in clause (a) or (b).

        "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign, as well as any corporations owned or chartered by any such governmental agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality.


        "Hazardous Substance" has the meaning assigned to such term in Section 4.24(a).

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "Indemnified Parties" has the meaning assigned to such term in Section 6.14(a).

        "INS" has the meaning assigned to such term in Section 4.37(b).

        "Insurance Policies" has the meaning assigned to such term in Section 4.22.

        "Interim Additional Financing" means a debt or equity financing other than under the Company's revolving credit facility resulting in net proceeds to the Company in an amount not to exceed $3,000,000.00.

        "Knowledge" has the meaning assigned to such term in Sections 4.42 and 5.12.

        "Laws" means all foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, tariffs, determinations, writs, injunctions, awards (including, awards of any arbitrator), judgments and decrees applicable to the specified Person and to the businesses and assets thereof (including, laws relating to the protection of classified information; the sale, leasing, ownership or management of real property; employment practices, terms and conditions, and wages and hours; building standards, land use and zoning; and safety, health and fire prevention.

        "Leased Real Property" has the meaning assigned to such term in Section 4.21(b).

        "Leases" has the meaning assigned to such term in Section 4.21(b).

        "Liens" means, with the exception of Permitted Liens, a mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, voting trust agreement, interest, equity, option, lien, right of first refusal, charge or other restrictions or limitations of any nature whatsoever, including, without limitation, such that may arise under any Material Contracts and/or Governmental Contracts.

        "Material Adverse Effect" means, with respect to any entity, (a) any adverse change, circumstance, fact, event or effect that, individually or in the aggregate with all other adverse changes, circumstances, facts, events and effects, is or is reasonably likely to be materially adverse to the business, condition (financial or otherwise), assets or results of operations of such entity and its Subsidiaries taken as a whole, other than any change, circumstance, fact, event or effect relating to (i) the securities markets in general, (ii) the economy in general, except if such entity is adversely affected in a materially disproportionate manner as compared to similarly situated entities, (iii) the industries in which Parent or Company operate and not specifically relating to Parent or Company, including changes in legal, accounting or regulatory changes, or conditions, except if such entity is adversely affected in a materially disproportionate manner as compared to other comparable participants in such industries, or (iv) the announcement of the Merger and the performance of the obligations of the parties under this Agreement (including any cancellations or delays in contract awards and any impact on relationships with customers, prime contractors, subcontractors or suppliers to the extent but only to the extent relating to the announcement of the Merger or the performance of the obligations of the parties hereunder), or (b) a material adverse effect on the ability of such entity to perform its obligations under this Agreement. For purposes hereof, changes in the trading price of Parent Common Stock or Company Common Stock, as reported on NASDAQ or OTC Bulletin Board, will not alone constitute a Material Adverse Effect, whether occurring at any time or from time to time. The parties specifically agree that if upon the Closing Date, four (4) or more of the seven (7) individuals identified on Exhibit C, should die, become disabled which renders such individual unable to perform his/her duties under his/her Employment Agreement for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days or more during any twelve (12) month period or decline to continue to be employed by Company, pursuant to the Employment Agreements identified on such Exhibit C, such deaths, disabilities and/or declinations of continued employment shall constitute a Material Adverse Effect that


will allow, but not obligate, Parent to terminate this transaction pursuant to the provisions of Section 7.3(d) of this Agreement.

        "Material Contracts" has the meaning assigned to such term in Section 4.25(a).

        "Merger Consideration" has the meaning assigned to such term in Section 3.1(a).

        "Material Equity Financing" means the issuance by the Company of stock (or any debt instruments convertible into stock) of the Company for net proceeds to the Company in excess of $3,000,000.00.

        "Merger Filing" has the meaning assigned to such term in Section 1.2.

        "Merger" has the meaning assigned to such term in Section 1.1.

        "OTC Bulletin Board" has the meaning assigned to such term in Section 4.2(e).

        "Outside Date" has the meaning assigned to such term in Section 8.1(b)(i).

        "Parent" has the meaning assigned to such term in the Preamble.

        "Parent 10-K" has the meaning assigned to such term in Section 5.5.

        "Parent 10-Q" has the meaning assigned to such term in Section 5.5.

        "Parent Balance Sheet" has the meaning assigned to such term in Section 5.7.

        "Parent Break-Up Fees" has the meaning assigned to such term in Section 8.3(a).

        "Parent Common Stock" has the meaning assigned to such term in Section 5.4.

        "Parent Disclosure Schedule" shall mean, with respect to the Parent and its Subsidiaries, the Schedule delivered by Parent and Acquisition Sub to Company in connection with the execution and delivery of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations, warranties or covenants contained in this Agreement; provided that the mere inclusion of an item in the Parent Disclosure Schedule as an exception to a representation or warranty will not be deemed an admission by Parent and Acquisition Sub that such item (or any non-disclosed item or information of comparable or greater significance) is required by the terms hereof to be disclosed or represents a material exception or fact, event or circumstance or that such item has had, or is reasonably expected to have, a Material Adverse Effect on Parent and Acquisition Sub.

        "Parent Preferred Stock" has the meaning assigned to such term in Section 5.4.

        "Parent Benefit Plans" has the meaning assigned to such term in Section 6.10(b).

        "Parent Representatives" has the meaning assigned to such term in Section 6.6(a).

        "Parent and Acquisition Sub Required Statutory Approvals" means the making of the Merger Filing with the Secretary of State of the State of Delaware.

        "Parent SEC Reports" has the meaning assigned to such term in Section 5.5.

        "Permits" has the meaning assigned to such term in Section 4.11(a).

        "Permitted Liens" means (a) Liens that do not interfere with the value, marketability or use of the assets in the operations or business of the Company, (b) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on Company's books in accordance with generally accepted accounting principles, (c) Liens which do not secure monetary liabilities of any Person and that, individually or in the aggregate, do not and would not materially detract from the value or marketability of any of the assets of Company or materially interfere with the use thereof as currently used and (d) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business for amounts not overdue or being diligently contested in good faith by appropriate


proceedings and/or which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

        "Person" means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or other entity and a government or any department or agency thereof.

        "Process Agent" has the meaning assigned to such term in Section 9.6.

        "Proprietary Rights" has the meaning assigned to such term in Section 4.21(a).

        "Proxy Statement" has the meaning assigned to such term in Section 6.7(a).

        "Regulatory Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, through merger or acquisition.

        "Relevant Courts" has the meaning assigned to such term in Section 9.6.

        "Reverse Merger" has the meaning assigned to such term in Section 1.1.

        "Sarbanes-Oxley Act" has the meaning assigned to such term in Section 4.5(a).

        "SEC" has the meaning assigned to such term in Section 4.5(a).

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

        "Stockholders' Approval" has the meaning assigned to such term in Section 4.4(d).

        "Stockholders' Meeting" has the meaning assigned to such term in Section 6.4(a).

        "Stockholders" means the Stockholders of Company.

        "Subsidiary" shall mean, when used with reference to any person or entity, any corporation, partnership, limited liability company, business trust, joint venture or other entity of which such person or entity (either acting alone or together with its other Subsidiaries) owns, directly or indirectly, 50% or more of the stock or other voting interests, the holders of which are entitled to vote for the election of a majority of the board of directors or any similar governing body of such corporation, partnership, limited liability company, business trust, joint venture or other entity.

        "Superior Proposal" has the meaning assigned to such term in Section 6.3(b).

        "Supplier" has the meaning assigned to such term in Section 4.23(b).

        "Surviving Corporation" has the meaning assigned to such term in Section 1.1.

        "Tangible Property Leases" has the meaning assigned to such term in Section 4.22.

        "Taxes" means all taxes, including, income, estimated income, gross receipts, excise, property, sales, withholding, social security, occupation, use, service, service use, license, payroll, franchise, transfer and recording taxes, fees and charges, windfall profits, severance, customs, import, export, employment or similar taxes, charges, fees, levies or other assessments imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, whether computed on a separate, consolidated, unitary, combined or any other basis, and such term shall include any interest, fines, penalties or additional amounts and any interest in respect of any additions, fines or penalties attributable or imposed on or with respect to any such taxes, charges, fees, levies or other assessments, and any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

        "Tax Return" means any return, report or other document or information required to be supplied to a taxing authority in connection with Taxes.


        "Tribunal" means any government, any arbitration panel, any court or any governmental department, commission, board, bureau, agency or instrumentality of any state or the United States.

        "Union Plans" has the meaning assigned to such term in Section 4.5(a).

        "Vendor Receivables"    means any amounts owing to Company or any Subsidiary of Company from vendors of goods and products used in the business resulting from discounts for prompt payment, volume discounts, promotional programs or similar vendor special pricing and term arrangements.

        "WCP," "WCPC" and "WCL" have the meanings assigned to such terms in the recitals.

        "WCP, WCPC and WCL Agreement" shall have the meaning assigned to such term in the recitals.



QuickLinks

TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE 1 The Merger
ARTICLE 2 The Surviving Corporation and Parent
ARTICLE 3 Conversion of Shares
ARTICLE 4 Representations and Warranties of Company
ARTICLE 5 Representations and Warranties of Parent and Acquisition Sub
ARTICLE 6 Covenants
ARTICLE 7 Conditions
ARTICLE 8 Termination, Amendment and Waiver
ARTICLE 9 General Provisions
APPENDIX A Definitions—Reference Table