BACKGROUND

ESNI, Inc. ("ESNI"), is a Delaware corporation which was incorporated in 1999 under the name "E-Sync Networks, Inc.", and at the time of its formation the Company was a wholly-owned subsidiary of Wiltek, Inc., a Connecticut corporation ("Wiltek"). The term "Company" is used herein to refer to Wiltek prior to the Merger (as defined below) and ESNI subsequent to the Merger. Wiltek, which (including its predecessors) had existed for over fifty years and had been publicly traded for over twenty years, was engaged in the current professional services and managed services businesses of the JV (as defined below).

The Company changed its corporate name to "ESNI,...