SC 13E3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13E-3 TRANSACTION UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.      )

CONCERTO SOFTWARE, INC.

(Name of the Issuer)

CONCERTO SOFTWARE, INC.

BACH MERGER SUB, INC.

MELITA INTERNATIONAL, LTD.

MELITA INTERNATIONAL, INC.

RALPH S. BRESLAUER

JAMES D. FOY

MICHAEL J. PROVENZANO, III

ALEXANDER TELLEZ

(Name of Persons Filing Statement)

COMMON STOCK, $.10 PAR VALUE PER SHARE

(Title of Class of Securities)

20602T106

(CUSIP Number of Class of Securities)

James D. Foy

Chief Executive Officer and President

c/o Concerto Software, Inc.

6 Technology Park Drive

Westford, Massachusetts 01886

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on

Behalf of the Persons Filing Statement)

Copies to:

John M. Mutkoski, Esq. Ryan D. Thomas, Esq. Testa, Hurwitz & Thibeault, LLP 125 High Street Boston, MA 02110 Telephone: (617) 248-7000 Facsimile: (617) 248-7100 Peter M. Rosenblum, Esq. William R. Kolb, Esq. Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02210 Telephone: (617) 832-1000 Facsimile: (617) 832-7000 Gary M. Holihan, Esq. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200

This statement is filed in connection with (check the appropriate box):

(a) x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

(b) ¨ The filing of a registration statement under the Securities Act of 1933.

(c) ¨ A tender offer.

(d) ¨ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. x

Check the following box if the filing is a final amendment reporting the results of the transaction. ¨

CALCULATION OF FILING FEE

Transaction Valuation $ 140,871,121 * Amount of Filing Fee: $ 11,396.47 **

* For purposes of calculating the fee only. The amount assumes (i) the exchange of 11,013,431 shares of common stock, $.10 par value per share (the “Common Stock”), of Concerto Software, Inc. for a $12.00 per share merger consideration and (ii) the conversion of options to purchase 2,172,057 shares of Common Stock, with a weighted average exercise price of $7.99, into a right to receive a cash payment equal to the product of (1) the number of shares underlying such options and (2) the difference between $12.00 and the per share exercise price of such options.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934.

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

Amount Previously Paid: $11,396.47	Filing Party: Concerto Software, Inc.
Form or Registration No.: Schedule 14A	Date Filed: October 29, 2003

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) relates to an Agreement and Plan of Merger dated as of October 7, 2003 (as amended from time to time, the “Merger Agreement”), by and among Bach Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Melita International, Ltd., a Cayman Islands company (“Melita”) and Concerto Software, Inc., a Delaware corporation (“Concerto”). Pursuant to the Merger Agreement, Concerto will continue as the surviving corporation, and each issued and outstanding share of common stock of Concerto, other than shares held by dissenting stockholders and certain shares held by R. Scott Asen, a director of Concerto, will be cancelled and converted into the right to receive a cash payment per share, without interest, of $12.00. As a result of the Merger, Concerto, the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, will become a wholly-owned indirect subsidiary of Melita. This Schedule 13E-3 is being filed by Ralph S. Breslauer, James D. Foy, Michael J. Provenzano, III, Alexander Tellez, Concerto, Merger Sub, a wholly-owned indirect subsidiary of Melita, Melita International, Inc., a wholly-owned indirect subsidiary of Melita, and Melita (each a “Filing Person” and collectively, the “Filing Persons”), though each Filing Person expressly disclaims any obligation to file this Schedule 13E-3.

Concurrently with the filing of this Schedule 13E-3, Concerto is filing a preliminary proxy statement (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which the Concerto board of directors is soliciting proxies from stockholders of Concerto in connection with the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a). A copy of the Merger Agreement is filed as Annex A to the Proxy Statement. The information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement.

The following responses and cross-references are being supplied pursuant to General Instructions F and G to Schedule 13E-3 and show the locations in the Proxy Statement (including all annexes and appendices thereto) of the information required to be included in response to the items of this Schedule 13E-3.

The filing of this Schedule 13E-3 shall not be construed as an admission by Merger Sub, Melita, Melita Inc., Ralph S. Breslauer, James D. Foy, Michael J. Provenzano, III, Alexander Tellez or any of their controlling persons, directors and executive officers, if applicable, that Concerto is “controlled” by or under common “control” with Merger Sub, Melita, Melita Inc., Ralph S. Breslauer, James D. Foy, Michael J. Provenzano, III or Alexander Tellez or that any of Merger Sub, Melita, Melita Inc., Ralph S. Breslauer, James D. Foy, Michael J. Provenzano, III, Alexander Tellez or any of their controlling persons, directors and executive officers, if applicable, is an “affiliate” of Concerto within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1.    Summary Term Sheet.

Regulation M-A

Item 1001

The information set forth in the sections entitled “Questions and Answers About the Merger,” “Summary Term Sheet – The Participants in the Merger” and “Special Factors – Identity and Background of the Participants in the Merger” of the Proxy Statement is incorporated herein by reference.

Item 2.    Subject Company Information.

Regulation M-A

Item 1002

(a)    Concerto is the subject company of this Schedule 13E-3. The information set forth in the sections of the Proxy Statement entitled “Summary Term Sheet – The Participants in the Merger” and “Special Factors – Identities and Backgrounds of the Participants in the Merger” is incorporated herein by reference.

(b)-(d)    The Common Stock is the subject class of equity securities. The information set forth in the section of the Proxy Statement entitled “Certain Information Concerning Our Company—Price Range of Shares; Dividends; and Stock Repurchases” is incorporated herein by reference.

(e)    Not applicable.

(f)    The information set forth in the section of the Proxy Statement entitled “Certain Information Concerning our Company – Price Range of Shares; Dividends; and Stock Repurchases” is incorporated herein by reference.

Item 3.    Identity and Background of Filing Persons.

Regulation M-A

Item 1003

(a)-(c)    This Schedule 13E-3 is being filed by the Filing Persons. The information set forth in the sections of the Proxy Statement entitled “Summary Term Sheet – The Participants in the Merger” and “Special Factors – Identity and Background of the Participants in the Merger” is incorporated herein by reference.

Directors and Executive Officers of Concerto.    Set forth below is biographical information regarding each director and executive officer of Concerto not included in the Proxy Statement based on information supplied by them. Each person identified below is a United States citizen, unless otherwise noted. Unless indicated otherwise, each person’s principal address is c/o Concerto Software, Inc., 6 Technology Park Drive, Westford, MA 01886, (978) 952-0200.

Alphonse M. Lucchese has served as a director and chairman of the board of directors of Concerto since August 9, 1994. In addition, Mr. Lucchese served as president of Concerto from July 1, 1994 until January 12, 1998 and from May 4, 1999 until November 7, 2000, and as chief executive officer of Concerto from July 1, 1994 until November 7, 2000. On November 7, 2000, Mr. Lucchese retired from the positions of president and chief executive officer. Additionally, Mr. Lucchese currently serves as a director of Excelergy Corporation and OutStart, Inc. and also serves on the board of trustees of Marco Island Healthcare.

R. Scott Asen has served as a director of Concerto since April 1992. Since November 1997, Mr. Asen has been a general partner of AB Associates, LP, an investment management entity. Mr. Asen has also served as President of Asen & Co., Inc., an investment management firm, since 1983. Mr. Asen can be reached c/o Asen & Co., 224 East 49^th Street, New York, New York 10017, (212) 758-2323.

Peter Gyenes has served as a director of Concerto since May 2000. Mr. Gyenes has been the chief executive officer of Ascential Software Corporation (formerly Informix Corporation), a data integration software company, since July 2000. Prior to joining Ascential Software Corporation, Mr. Gyenes was the chief executive officer of Ardent Software Inc. (formerly Vmark Software Inc.), a data management software company, from 1997 until 2000 and vice president of sales for Vmark Software from 1996 until 1997. Additionally, Mr. Gyenes currently serves as a director of Applix Inc. and ViryaNet Ltd. Mr. Gyenes can be reached c/o Ascential Software Corporation, 50 Washington Street, Westborough, MA 01581, (508) 366-3888. Ardent Software Inc., Vmark Software Inc. and Informix Corporation share the same address as Ascential Software Corporation.

Mark Donovan has served as senior vice president, operations and customer services of Concerto since May 1998. Mr. Donovan joined Concerto in September 1983 and has held various management positions including vice president, customer service from June 1992 through June 1994.

Kristina Lengyel has served as vice president, global technical services of Concerto since January 1, 2003. Ms. Lengyel joined Concerto in January 2002 in the position of vice president of professional services. Prior to joining Concerto, Ms. Lengyel served as senior vice president of operations and chief technology officer from December 2000 through June 2001, vice president for engineering from October 1999 through December 2000, and vice president for customer integration services from August 1996 through October 1999 at INSCI Corp, a provider of document management solutions. The offices of INSCI Corp. are located at Two Westborough Business Park, 200 Friberg Parkway, Suite 2000, Westborough, MA 01581.

No person specified above: (a) has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (b) was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Item 4.    Terms of the Transaction.

Regulation M-A

Item 1004

(a)(2)    The information set forth in the cover page of the Proxy Statement and in the sections of the Proxy Statement entitled “Question and Answers About the Merger,” “Summary Term Sheet,” “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger,” “Special Factors – Position of our Board of Directors as to the Procedural Fairness of the Merger,” “Special Factors – The Reasons of Management Investors for the Merger and Fairness of the Merger,” “Special Factors – the Belief of Merger Sub, Melita and Melita Inc. as to the Fairness of the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals,” “Special Factors – Interests of Certain Persons in the Merger,” “The Special Meeting – Required Votes,” “The Special Meeting – The Merger Agreement,” “The Special Meeting – Accounting Treatment” and “The Special Meeting – Material United States Federal Income Tax Consequences of the Merger” is incorporated herein by reference.

(b)    Not applicable.

(c)    The information set forth in the sections of the Proxy Statement entitled “The Special Meeting – The Merger Agreement” and “Special Factors – Interests of Certain Persons in the Merger” is incorporated herein by reference.

(d)    The information set forth in the section of the Proxy Statement entitled “The Special Meeting – Appraisal Rights” is incorporated herein by reference.

(e)    No provisions have been made except as set forth in the section of the Proxy Statement entitled “Available Information” which information is incorporated herein by reference.

(f)    Not applicable.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A

Item 1005

(a)    The information set forth in the sections of the Proxy Statement entitled “Certain Information Concerning Our Company” and “Special Factors – Interests of Certain Persons in the Merger” is incorporated herein by reference.

(b)-(c)    The information set forth in the section of the Proxy Statement entitled “Special Factors – Background of the Merger” is incorporated herein by reference.

(e)    The information set forth in the sections of the Proxy Statement entitled “Special Factors – Interests of Certain Persons in the Merger,” “Certain Information Concerning Our Company – Price Range of Shares; Dividends; and Stock Repurchases” and “The Special Meeting – The Merger Agreement” is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

Regulation M-A

Item 1006

(b)    The information set forth in the sections of the Proxy Statement entitled “The Special Meeting – The Merger Agreement – Merger Agreement – Merger,” “The Special Meeting – The Merger Agreement – Merger Agreement – Merger Consideration,” “The Special Meeting – The Merger Agreement– Merger Agreement – Treatment of Options,” “The Special Meeting – The Merger Agreement – Merger Agreement – Treatment of Purchase Plan Options” and “The Special Meeting – The Merger Agreement – Merger Agreement – Dissenting Shares” is incorporated herein by reference.

(c)    The information set forth in the sections of the Proxy Statement entitled “Summary Term Sheet,” “Questions and Answers about the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” and “The Special Meeting – The Merger Agreement” is incorporated herein by reference.

Item 7.    Purposes, Alternatives, Reasons and Effects.

Regulation M-A

Item 1013

(a)-(d)    The information set forth in the sections of the Proxy Statement entitled “Questions and Answers about the Merger,” “Summary Term Sheet,” “Special Factors – Background of the Merger,” “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger,” “Special Factors – Position of our Board of Directors as to the Procedural Fairness of the Merger,” “Special Factors – The Reasons of Management Investors for the Merger and Fairness of the Merger,” “Special Factors – The Belief of Merger Sub, Melita and Melita Inc. as to the Fairness of the Merger,” “Special Factors – Purposes and Effects of the Merger and Plans or Proposals,” and “The Special Meeting – Material United States Federal Income Tax Consequences of the Merger” is incorporated herein by reference.

Item 8.    Fairness of the Transaction.

Regulation M-A

Item 1014

(a)-(b) The information set forth in the sections of the Proxy Statement entitled “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger,” “Special Factors – Position of our Board of Directors as to the Procedural Fairness of the Merger,” “Special Factors – The Reasons of Management Investors for the Merger and Fairness of the Merger,” “Special Factors – The Belief of Merger Sub, Melita and Melita Inc. as to the Fairness of the Merger” and “Special Factors – Purposes and Effects of the Merger and Plans or Proposals” is incorporated herein by reference.

(c)    The information set forth in the section of the Proxy Statement entitled “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger” is incorporated herein by reference.

(d)    The information set forth in the sections of the Proxy Statement entitled “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger” and “Special Factors –Position of our Board of Directors as to the Procedural Fairness of the Merger” is incorporated herein by reference.

(e)    The information set forth in the section of the Proxy Statement entitled “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger” is incorporated herein by reference.

(f)    The information set forth in the section of the Proxy Statement entitled “Special Factors – Background of the Merger” and “Special Factors – The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger” is incorporated herein by reference.

Item 9.    Reports, Opinions, Appraisals and Negotiations.

Regulation M-A

Item 1015

(a)-(c) The information set forth in the sections of the Proxy Statement entitled “Special Factors – Opinion of SG Cowen Securities Corporation,” and “Available Information” is incorporated herein by reference.

Item 10.    Source and Amounts of Funds or Other Consideration.

Regulation M-A

Item 1007

(a)-(b) The information set forth in the section of the Proxy Statement entitled “The Special Meeting – Merger Financing” is incorporated herein by reference.

(c)    The information set forth in the sections of the Proxy Statement entitled “Special Factors – Interests of Certain Persons in the Merger,” “The Special Meeting – Estimated Fees and Expenses of the Merger” and “The Special Meeting – The Merger Agreement – The Merger Agreement – Expenses; Termination Fee” is incorporated herein by reference.

(d)    The information set forth in the section of the Proxy Statement entitled “The Special Meeting – Merger Financing” is incorporated herein by reference.

Item 11.    Interest in Securities of the Subject Company.

Regulation M-A

Item 1008

(a)-(b) The information set forth in the sections of the Proxy Statement entitled “Certain Beneficial Ownership of Shares” and “Special Factors – Interests of Certain Persons in the Merger” is incorporated herein by reference.

Item 12.    The Solicitation or Recommendation.

Regulation M-A

Item 1012

(d)-(e) The information set forth in the sections of the Proxy Statement entitled “Summary Term Sheet – Stockholder Vote; Ownership of Our Directors and Executive Officers,” “Special Factors – Interests of Certain Persons in the Merger,” “The Reasons of the Special Committee and the Board of Directors for the Merger; Recommendations; Fairness of the Merger,” “Special Factors – The Belief of Merger Sub, Melita and Melita Inc. as to the Fairness of the Merger” and “Special Factors – The Reasons of Management Investors for the Merger and Fairness of the Merger” is incorporated herein by reference.

Item 13.    Financial Statements.

Regulation M-A

Item 1010

(a) (1)-(4) The information set forth in the section of the Proxy Statement entitled “Certain Information Concerning our Company – Selected Historical Data” is incorporated herein by reference.

(b)    Not applicable.

Item 14.    Persons/Assets Employed, Retained, Compensated or Used.

Regulation M-A

Item 1009

(a)-(b) The information set forth in the sections of the Proxy Statement entitled “Special Factors – Background of the Merger,” “Special Factors – Interests of Certain Persons in the Merger,” “Special Factors – Opinion of SG Cowen Securities Corporation” and “The Special Meeting – Solicitation of Proxies” is incorporated herein by reference.

Item 15.    Additional Information.

Regulation M-A

Item 1011

Additional information as set forth in the Proxy Statement, including the Annexes thereto, and the information set forth in the section of the Proxy Statement entitled “Certain Legal Matters and Regulatory Approvals” is incorporated herein by reference in its entirety.

Item 16.    Exhibits.

Regulation M-A

Item 1016

(a)    Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 29, 2003 and incorporated herein by reference.

(b)(1) Commitment Letter, dated as of October 7, 2003, from affiliates of Golden Gate Capital to Melita.

(b)(2) Commitment Letter, dated as of October 7, 2003, from affiliates of Oak Investment Partners to Melita.

(b)(3) Commitment Letter, dated as of October 6, 2003, from Wells Fargo Foothill, Inc. to Melita Inc.

(b)(4) Commitment Letter, dated as of October 28, 2003, from Highbridge/Zwirn Special Opportunities Fund, L.P. to Melita Inc.

(b)(5) Joinder to Commitment Letter and Commitment Side Letter, dated as of October 28, 2003, from CapitalSource Finance LLC to Melita Inc.

(c)(1) Opinion Letter, dated as of October 7, 2003, from SG Cowen Securities Corporation to the Special Committee of the Board of Directors of Concerto (incorporated herein by reference to Annex B to the Proxy Statement).

(c)(2) Fairness Opinion Presentation, dated as of October 7, 2003, prepared by SG Cowen Securities Corporation.

(c)(3) Fairness Opinion Presentation, dated as of September 26, 2003, prepared by SG Cowen Securities Corporation.

(c)(4) Preliminary Discussion of Strategic Alternatives, dated as of August 29, 2003, prepared by SG Cowen Securities Corporation.

(d)(1) Agreement and Plan of Merger, dated as of October 7, 2003, by and among Melita, Merger Sub and Concerto (incorporated herein by reference to Annex A to the Proxy Statement).

(d)(2) Outline of Principal Terms for Management Arrangements with Newco, dated as of October 7, 2003, by and among James D. Foy, Ralph S. Breslauer, Michael J. Provenzano, III and Melita.

(f)    Delaware General Corporation Law – Appraisal Rights (incorporated herein by reference to Annex C to the Proxy Statement).

SIGNATURES

After due inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:    October 29, 2003

CONCERTO SOFTWARE, INC.
By:	/s/    JAMES D. FOY

BACH MERGER SUB, INC.
By:	/s/    DAVID DOMINIK

MELITA INTERNATIONAL, LTD.
By:	/s/    DAVID DOMINIK

MELITA INTERNATIONAL, LTD.
By:	/s/    DAVID DOMINIK

/s/    RALPH S. BRESLAUER        

Ralph S. Breslauer

/s/    JAMES D. FOY        

James D. Foy        

/s/    MICHAEL J. PROVENZANO, III        

Michael J. Provenzano, III

/s/    ALEXANDER TELLEZ        

Alexander Tellez

EXHIBIT INDEX

(a)    Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 29, 2003 and incorporated herein by reference.

(b)(1)    Commitment Letter, dated as of October 7, 2003, from affiliates of Golden Gate Capital to Melita.

(b)(2)    Commitment Letter, dated as of October 7, 2003, from affiliates of Oak Investment Partners to Melita.

(b)(3)    Commitment Letter, dated as of October 6, 2003, from Wells Fargo Foothill, Inc. to Melita Inc.

(b)(4)    Commitment Letter, dated as of October 28, 2003, from Highbridge/Zwirn Special Opportunities Fund, L.P. to Melita Inc.

(b)(5)    Joinder to Commitment Letter and Commitment Side Letter, dated as of October 28, 2003, from CapitalSource Finance LLC to Melita Inc.

(c)(1)    Opinion Letter, dated as of October 7, 2003, from SG Cowen Securities Corporation to the Special Committee of the Board of Directors of Concerto (incorporated herein by reference to Annex B to the Proxy Statement).

(c)(2)    Fairness Opinion Presentation, dated as of October 7, 2003, prepared by SG Cowen Securities Corporation.

(c)(3)    Fairness Opinion Presentation, dated as of September 26, 2003, prepared by SG Cowen Securities Corporation.

(c)(4)    Preliminary Discussion of Strategic Alternatives, dated as of August 29, 2003, prepared by SG Cowen Securities Corporation.

(d)(1)    Agreement and Plan of Merger, dated as of October 7, 2003, by and among Melita, Merger Sub and Concerto (incorporated herein by reference to Annex A to the Proxy Statement).

(d)(2)    Outline of Principal Terms for Management Arrangements with Newco, dated as of October 7, 2003, by and among James D. Foy, Ralph S. Breslauer, Michael J. Provenzano, III and Melita.

(f)        Delaware General Corporation Law – Appraisal Rights (incorporated herein by reference to Annex C to the Proxy Statement).

EX-99.B.1

Exhibit (b)(1)

Golden Gate Private Equity, Inc.

One Embarcadero Center, 33^rd Floor

San Francisco, California 94111

Telephone (415) 627-4500

Telecopier (415) 627-4501

October 7, 2003

Melita International Ltd.

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center, 33^rd Floor

San Francisco, California 94111

Attention: Prescott Ashe

Gentlemen:

Melita International Ltd., a Cayman Islands company (“Parent”), has informed CCG Investments BVI, L.P., CCG Associates—QP, L.L.C., CCG Associates—AI, L.L.C., CCG Investment Fund—AI, L.P., CCG AV, L.L.C.—series C and CCG AV, L.L.C.—series F (“Golden Gate Capital”) that it proposes to acquire (the “Acquisition”) 100% of the capital stock of Concerto Software, Inc. (“Castle”), pursuant to an agreement and plan of merger dated on or about the date hereof (the “Merger Agreement”) among Parent, Bach Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and Castle. The Acquisition is intended to be effected by the merger of Acquisition Sub with and into Castle, with Castle surviving the merger (the “Merger”). Reference is made to those certain Commitment Letters, dated as of even date herewith, from each of Highbridge/Zwirn Special Opportunities Fund, L.P. and Wells Fargo Foothill, Inc. addressed to Melita International Inc. (the “Debt Commitment Letters”) and from Oak Investment Partners addressed to Parent (the “Oak Commitment Letter”).

We are pleased to advise you that Golden Gate Capital is committed to invest up to $68.9 million in cash equity in Parent as provided below (the “Equity Facility”) as a source of funds required to fund the Acquisition and the Merger in accordance with the terms of the Merger Agreement. Our commitment is conditioned solely upon the fulfillment in accordance with the terms thereof of each of the conditions precedent to Parent’s and Acquisition Sub’s obligations to consummate the Acquisition and the Merger under the Merger Agreement.

The Equity Facility consists of the three following commitments:

1) A cash equity commitment of $31 million subject only to the general terms and conditions of this letter;

2) If either Highbridge/Zwirn Special Opportunities Fund, L.P. (“Highbridge”) or Wells Fargo Foothill, Inc. (“Foothill”) does not exercise its respective equity investment option provided in the Debt Commitment Letters, an additional cash equity commitment of up

Melita International Ltd.

October 7, 2003

Page 2

to one-half of the amount of the unexercised option (but in no event greater than $3.5 million); and

3) If either Highbridge or Foothill (or any replacement source of debt financing) fails to provide any amount of the financing provided for in the Debt Commitment Letters, an additional cash equity commitment of up to 57.34% of such shortfall (but in no event greater than $34.4 million).

The equity financing provided pursuant to this letter, together with Golden Gate Capital’s existing investment in Parent is expected to represent the percentage of Parent’s fully diluted equity account set forth on the “Project Symphony—Sources and Uses (Base Case)” delivered on September 30, 2003 by Golden Gate Capital. The equity financing provided by each of Golden Gate Capital and Oak Investment Partners pursuant to this letter and the Oak Commitment Letter will purchase securities which have effectively identical economic terms and conditions, at the same effective purchase prices for such securities.

Golden Gate Capital reserves the right, prior to or after execution of definitive documentation for the equity financing transactions contemplated hereby, to assign any portion of its equity commitment hereunder to one or more other investors with your approval (not to be unreasonably withheld or delayed), and upon the actual funding of such assigned portion of Golden Gate Capital’s equity commitment effective upon the closing of the Merger, Golden Gate Capital shall have no further obligation to you with respect thereto.

In consideration of our making this commitment to you, you agree, whether or not definitive documentation with respect to the financing is executed, (a) to pay, indemnify, and hold Golden Gate Capital (and its affiliates, and their respective directors, partners, officers, employees, agents and advisors) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the Acquisition or the Merger, this letter, or the execution, delivery, enforcement and performance, or consummation, of the agreements and financings and other transactions referred to herein or in any agreements executed in connection herewith and (b) to pay upon demand the costs and expenses of Golden Gate Capital (including the fees and disbursements of counsel to Golden Gate Capital) arising in connection with the preparation, execution and delivery of this letter and the definitive documentation.

Our obligations under this letter will expire on the earlier of (i) the satisfaction of our obligations set forth in this agreement and (ii) the expiration or termination of the Merger Agreement in accordance with the terms thereof.

Melita International Ltd.

October 7, 2003

Page 3

The parties hereto acknowledge and agree that Castle is a third party beneficiary of this letter agreement. This letter agreement will inure to the benefit of and be enforceable by Castle; provided that this letter agreement may not be amended, modified or waived in any manner adverse to Castle without the prior written consent of Castle.

This commitment letter shall be governed by and construed in accordance with the internal laws of the State of California (excluding the provisions of such laws regarding conflicts of law).

This commitment letter may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This commitment letter may not be assigned without the other party’s written consent.

From and after the expiration of this letter, Golden Gate Capital will have no further liability or obligation to any person or entity as a result of this letter agreement; provided that nothing herein shall relieve Golden Gate Capital of any obligations for any breach of this letter agreement prior to any such expiration.

* * * * *

Melita International Ltd.

October 7, 2003

Page 4

If you are in agreement with the terms of this commitment letter, please forward an executed copy of this letter to the undersigned. We appreciate the opportunity to work with you on this transaction.

Yours sincerely,
CCG INVESTMENTS BVI, L.P.
CCG ASSOCIATES—QP, L.L.C.
CCG ASSOCIATES—AI, L.L.C.
CCG INVESTMENT FUND—AI, L.P.
CCG AV, L.L.C.—series C
CCG AV, L.L.C.—series F
By:	Golden Gate Capital Management, L.L.C.
Its:	Authorized Representative
By:
Name:
Its:	Managing Director

Accepted and Agreed to as of the date first above written.
MELITA INTERNATIONAL LTD.
By:
	Name:
	Title: Director

EX-99.B.2

Exhibit (b)(2)

Oak Investment Partners

525 University Avenue, Suite 1300

Palo Alto, California 94301

Telephone (650) 614-3700

Telecopier (650) 328-6345

October 7, 2003

Melita International Ltd.

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center, 33^rd Floor

San Francisco, California 94111

Attention: Prescott Ashe

Gentlemen:

Melita International Ltd., a Cayman Islands company (“Parent”), has informed Oak Investment Partnerships IX, Limited Partnership, Oak IX Affiliates Fund, Limited Partnership, Oak IX Affiliates Fund-A, Limited Partnership, Oak Investment Partners X Limited Partnership and Oak X Affiliates Fund, Limited Partnership (collectively, “Oak Investment Partners”) that it proposes to acquire (the “Acquisition”) 100% of the capital stock of Concerto Software, Inc. (“Castle”), pursuant to an agreement and plan of merger dated on or about the date hereof (the “Merger Agreement”) among Parent, Bach Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and Castle. The Acquisition is intended to be effected by the merger of Acquisition Sub with and into Castle, with Castle surviving the merger (the “Merger”). Reference is made to those certain Commitment Letters, dated as of even date herewith, from each of Highbridge/Zwirn Special Opportunities Fund, L.P. and Wells Fargo Foothill, Inc. addressed to Melita International Inc. (the “Debt Commitment Letters”) and from Golden Gate Private Equity, Inc. addressed to Parent (the “Golden Gate Commitment Letter”).

We are pleased to advise you that Oak Investment Partners is committed to invest up to $57.1 million in cash equity in Parent as provided below (the “Equity Facility”) as a source of funds required to fund the Acquisition and the Merger in accordance with the terms of the Merger Agreement. Our commitment is conditioned solely upon the fulfillment in accordance with the terms thereof of each of the conditions precedent to Parent’s and Acquisition Sub’s obligations to consummate the Acquisition and the Merger under the Merger Agreement.

The Equity Facility consists of the three following commitments:

1) A cash equity commitment of $28 million subject only to the general terms and conditions of this letter;

2) If either Highbridge/Zwirn Special Opportunities Fund, L.P. (“Highbridge”) or Wells Fargo Foothill, Inc. (“Foothill”) does not exercise its respective equity investment option provided in the Debt Commitment Letters, an additional cash equity commitment of up

Melita International Ltd.

October 7, 2003

Page 2

to one-half of the amount of the unexercised option (but in no event greater than $3.5 million); and

3) If either Highbridge or Foothill (or any replacement source of debt financing) fails to provide any amount of the financing provided for in the Debt Commitment Letters, an additional cash equity commitment of up to 42.66% of such shortfall (but in no event greater than $25.6 million).

The equity financing provided pursuant to this letter, together with Oak Investment Partners’ existing investment in Parent is expected to represent the percentage of Parent’s fully diluted equity account set forth on the “Project Symphony—Sources and Uses (Base Case)” delivered on September 30, 2003 by Golden Gate Capital. The equity financing provided by each of Golden Gate Capital and Oak Investment Partners pursuant to this letter and the Golden Gate Commitment Letter will purchase securities which have effectively identical economic terms and conditions, at the same effective purchase prices for such securities.

Oak Investment Partners reserves the right, prior to or after execution of definitive documentation for the equity financing transactions contemplated hereby, to assign any portion of its equity commitment hereunder to one or more other investors with your approval (not to be unreasonably withheld or delayed), and upon the actual funding of such assigned portion of Oak Investment Partners’ equity commitment effective upon the closing of the Merger, Oak Investment Partners shall have no further obligation to you with respect thereto.

In consideration of our making this commitment to you, you agree, whether or not definitive documentation with respect to the financing is executed, (a) to pay, indemnify, and hold Oak Investment Partners (and its affiliates, and their respective directors, partners, officers, employees, agents and advisors) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the Acquisition or the Merger, this letter, or the execution, delivery, enforcement and performance, or consummation, of the agreements and financings and other transactions referred to herein or in any agreements executed in connection herewith and (b) to pay upon demand the costs and expenses of Oak Investment Partners (including the fees and disbursements of counsel to Oak Investment Partners) arising in connection with the preparation, execution and delivery of this letter and the definitive documentation.

Our obligations under this letter will expire on the earlier of (i) the satisfaction of our obligations set forth in this agreement and (ii) the expiration or termination of the Merger Agreement in accordance with the terms thereof.

Melita International Ltd.

October 7, 2003

Page 3

The parties hereto acknowledge and agree that Castle is a third party beneficiary of this letter agreement. This letter agreement will inure to the benefit of and be enforceable by Castle; provided that this letter agreement may not be amended, modified or waived in any manner adverse to Castle without the prior written consent of Castle.

This commitment letter shall be governed by and construed in accordance with the internal laws of the State of California (excluding the provisions of such laws regarding conflicts of law).

This commitment letter may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This commitment letter may not be assigned without the other party’s written consent.

From and after the expiration of this letter, Oak Investment Partners will have no further liability or obligation to any person or entity as a result of this letter agreement; provided that nothing herein shall relieve Oak Investment Partners of any obligations for any breach of this letter agreement prior to any such expiration.

* * * * *

Melita International Ltd.

October 7, 2003

Page 4

If you are in agreement with the terms of this commitment letter, please forward an executed copy of this letter to the undersigned. We appreciate the opportunity to work with you on this transaction.

Yours sincerely,

OAK INVESTMENT PARTNERS IX, LIMITED

PARTNERSHIP

Fredric W. Harman

Managing Member of Oak Associates IX, LLC

The General Partner of Oak Investment Partners IX,

Limited Partnership

OAK IX AFFILIATES FUND, LIMITED

PARTNERSHIP

Fredric W. Harman

Managing Member of Oak IX Affiliates, LLC

The General Partner of Oak IX Affiliates Fund, Limited Partnership

OAK IX AFFILIATES FUND-A, LIMITED PARTNERSHIP

Fredric W. Harman

Managing Member of Oak IX Affiliates, LLC

The General Partner of Oak IX Affiliates Fund-A, Limited Partnership

Melita International Ltd.

October 7, 2003

Page 5

OAK INVESTMENT PARTNERS X LIMITED

PARTNERSHIP

Fredric W. Harman

Managing Member of Oak Associates X, LLC

The General Partner of Oak Investment Partners X, Limited Partnership

OAK X AFFILIATES FUND, LIMITED

PARTNERSHIP

Fredric W. Harman

Managing Member of Oak X Affiliates, LLC

The General Partner of Oak X Affiliates Fund, Limited Partnership

Accepted and Agreed to as of the date first above written.
MELITA INTERNATIONAL LTD.
By:
	Name:
	Title: Director

EX-99.B.3

Exhibit (b)(3)

October 6, 2003

Melita International, Inc.

c/o Mr. Prescott Ashe

Golden Gate Capital

One Embarcadero Center #3300

San Francisco, CA 94111

COMMITMENT LETTER

$33.0 MILLION SENIOR SECURED CREDIT FACILITY

Dear Prescott:

As we, Wells Fargo Foothill, Inc. (“WFF”) understand, Melita International, Inc. (“Melita”) desires to obtain financing in order to (a) acquire the outstanding common stock of Concerto Software, Inc. (“Concerto”) (such transaction, the “Acquisition”); (b) pay the costs and fees and expenses related to consummation of the Acquisition and the merger of Bach Merger Sub, Inc., (“Merger Sub”), a wholly-owned subsidiary of Melita, into Concerto immediately thereafter with Concerto being the surviving entity (such transaction, the “Merger” and together with the Acquisition, the “Transaction”); and (c) provide for the ongoing working capital and capital expenditure needs of Melita and its subsidiaries. Immediately after consummation of the Merger, Concerto will be a wholly-owned subsidiary of Melita. For purposes of this commitment letter, prior to the consummation of the Merger, “Borrower” shall mean, collectively, Melita and each of its subsidiaries, and upon consummation of the Merger, “Borrower” shall mean, collectively, Melita and each of its subsidiaries including Concerto.

This letter establishes terms under which we commit to provide to Borrower a $33,000,000 senior secured credit facility (the “Facility”). This Facility would be based upon information known to us today concerning the Transaction. We are pleased to provide you with this commitment regarding the Facility, as further described in the Attachment A. Those matters that are not covered or made clear herein or in Attachment A are subject to mutual agreement of the parties. The terms and conditions of this letter may be modified only in writing.

Indemnification

You agree to indemnify and hold harmless WFF, each of its affiliates and each of their respective officers, directors, employees, agents, advisors, attorneys and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), that may be incurred by or asserted against or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this commitment letter or the loan documentation or the transactions contemplated hereby, or any use made or proposed to be made with the proceeds

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of the Facility, whether or not any proceeding with respect thereto is brought by Borrower or any of its respective affiliates, or any shareholders or creditors of the foregoing, and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is finally determined by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

You further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to Borrower or any of its respective affiliates, or any shareholders or creditors of the foregoing, for or in connection with the transactions contemplated hereby, except to the extent such liability is finally determined by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

Costs and Expenses

In consideration of the commitment of WFF and recognizing that in connection herewith WFF is incurring costs and expenses (including, without limitation, filing and recording fees, costs and expenses of due diligence, transportation, duplication, messenger, appraisal, audit, valuation, consultant costs and expenses, and reasonable fees and disbursements of counsel), you hereby agree to pay, or reimburse WFF, on demand, for all such costs and expenses, regardless of whether any of the transactions contemplated hereby are consummated and regardless of whether they are incurred before or after the date of this commitment letter. You also agree to pay all reasonable costs and expenses of WFF (including, without limitation, reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder.

In consideration of the expenses described in the preceding paragraph and in order for us to commence with the due diligence process, you agree to promptly reimburse WFF for documented out-of-pocket expenses upon submission by us of one or more invoices for such loan origination costs.

Break-Up Fee

In consideration for WFF having expended considerable time and expense in connection with issuing this commitment letter, to the extent and only if Golden Gate Capital or you receive a break-up fee as a result of any failure to close the Acquisition you agree to pay to WFF a break-up fee of $100,000 (the “Break-Up Fee”), which fee shall be fully earned and non-refundable and due and payable at such time as this commitment letter terminates or expires for any reason without the closing of the Facility with WFF and upon your receipt of a break-up fee from the seller. There shall be no requirement that any portion of such Break-Up Fee be applied to Borrower’s obligations to pay costs and expenses hereunder.

Melita International, Inc.

October 6, 2003

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Confidentiality

By accepting this commitment letter, you agree that this commitment letter (including Attachment A) is for your confidential use only and that neither its existence nor the terms hereof will be disclosed by you to any person other than your officers, directors, shareholders (and their affiliates), the sellers and their advisors, employees, accountants, attorneys and other advisors, and then only on a “need-to-know” basis (excluding potential equity co-investors, and potential subordinated debt sources, but only to the extent that such debt sources would be participating in the Facility) in connection with the transactions contemplated hereby and on a confidential basis. The foregoing notwithstanding, following your acceptance of the provisions hereof as provided below and your return of an executed counterpart of this commitment letter to us, you (i) may file a copy of this letter in any public record in which it is required by law to be filed, and (ii) may make such other public disclosures of the terms and conditions hereto as you are required by law, in the reasonable opinion of counsel, to be made.

Notwithstanding anything to the contrary, and without implying a duty of confidentiality upon WFF from any of the following, you agree that with respect to the transactions contemplated hereby, a duty of confidentiality shall not apply to the federal tax structure or federal tax treatment of such transactions, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal tax structure and federal tax treatment of such transactions (including all written materials related to such tax structure and tax treatment). The preceding sentence is intended to cause the transactions contemplated hereby to not be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code, and shall be construed in a manner consistent with such purpose. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to the tax structure of the transactions contemplated hereby or any tax matter or tax idea related thereto.

Information

In issuing this commitment letter, WFF is relying on the accuracy of the information furnished to it by or on behalf of Borrower and its affiliates, without independent verification thereof.

Authorization to File Financing Statements

By your signature below you hereby authorize WFF and its agents to file any and all UCC financing statements (including amendments thereto) necessary to perfect the granting to WFF of a security interest in all of Melita’s and Merger Sub’s personal property and other assets as contemplated by the transactions referenced herein. You acknowledge and agree that the filing by WFF or its agents of such financing statements in no way obligates WFF to close the

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financing transactions referenced herein and that the closing of such financing transactions shall in all events be subject to the terms of this commitment letter. Furthermore, Melita agrees to cause each guarantor of the financing transactions contemplated hereby, as WFF may request, to promptly execute and deliver to WFF a letter, in form and substance reasonably satisfactory to WFF, whereby each such person authorizes WFF and its agents to file any and all UCC financing statements (including amendments thereto) necessary to perfect the granting to WFF of a security interest in all of their respective personal property and other assets. In the event the transactions contemplated by this commitment letter are not consummated by March 15, 2004 and you have notified WFF that you do not intend to continue to seek financing from WFF, WFF shall terminate all UCC financing statements filed by WFF against Borrower, each guarantor and each of their affiliates in connection herewith.

Governing Law, Etc.

This commitment letter shall be governed by, and construed in accordance with, the law of the State of New York. This commitment letter sets forth the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto, but shall be superseded by definitive documentation under an executed loan agreement. This commitment letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same letter. Delivery of an executed counterpart of a signature page to this letter by telecopier shall be as effective as delivery of a manually executed counterpart of this letter. Your obligations under the paragraphs captioned “Indemnification”, “Costs and Expenses”, “Break-Up Fee”, “Confidentiality”, and “Waiver of Jury Trial” shall survive the expiration or termination of this letter, but shall be superseded by definitive documentation under an executed loan agreement.

Waiver of Jury Trial

Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter or the transactions contemplated by this letter or the actions of WFF or any of its affiliates in the negotiation, performance, or enforcement of this letter.

Please indicate your acceptance of the provisions hereof by signing the enclosed copy of this letter and returning it to Wells Fargo Foothill, Inc., 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (telecopier: ((310) 453-7443) at or before 5:00 p.m. (pacific standard time) on October 7, 2003. If (a) you do not sign this letter or return it by the date and time set forth above, (b) for any reason, you cease to diligently pursue negotiations towards consummating the Acquisition or a definitive purchase agreement in connection therewith, (c) you or Golden Gate receive a break-up fee as a result of any failure to close the Acquisition, or

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(d) for any reason, the Transaction is not consummated or the funding of the Facility has not occurred prior to March 15, 2004; our commitment set forth herein to provide the Facility shall automatically terminate. If you elect to deliver this letter by telecopier, please arrange for the executed original to follow by next-day courier.

Very truly yours,
WELLS FARGO FOOTHILL, INC.,
By:
	Name:
	Title:

ACCEPTED AND AGREED TO this 6th day of October, 2003
MELITA INTERNATIONAL, INC.
By
	Name:
	Title:

Melita International, Inc.

October 6, 2003

Page 6 of 13

ATTACHMENT A

Summary of Terms and Conditions

Senior Secured Credit Facility

Borrower:	Prior to the consummation of the Merger (as described above) Melita International, Inc. (“Melita”) and those wholly-owned subsidiaries of Melita as determined by WFF following completion of its due diligence, and, upon the consummation of the Merger, Melita and those wholly-owned subsidiaries of Melita (including Concerto Software, Inc. (“Concerto”)), as determined by WFF following completion of its due diligence.
Guarantor(s):	Melita International Ltd., a Cayman Islands company (“Parent”) and those entities determined by WFF following completion of its due diligence, which entities may include, without limitation, all subsidiaries of Melita and Parent (taking into consideration, among other things, factors such as proven adverse tax consequences resulting from a foreign guarantor’s issuance of a guaranty, on the one hand, and the effects upon WFF of excluding such guarantor, on the other hand).
Lender:	Wells Fargo Foothill, Inc. (“WFF”)
Facility:	A senior secured credit facility with a maximum credit amount of $33,000,000 (“Maximum Credit Amount”). Under the Facility, WFF would provide Borrower with a revolving line of credit (the “Revolver”), a term loan and a letter of credit sub-facility.
Revolver:	Advances under the Revolver would be available up to a maximum aggregate amount outstanding not to exceed $3,000,000.
Term Loan:	WFF would provide a Term Loan of $30,000,000 (“Term Loan”). The Term Loan would require monthly principal payments in the amount of $625,000, with all unpaid principal due on the Maturity Date.

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	Notwithstanding the above, total aggregate outstandings on the Revolver and Term Loan shall not exceed an amount equal, to 2.50 (the “Multiplier”) times the Borrower’s consolidated maintenance fee related revenues for the prior 90 days, as measured monthly beginning on the first day of the first month following the Closing Date. The Multiplier would reduce on a semi-annual basis, upon mutually agreed upon terms. To the extent that the outstandings on the Revolver and Term Loan exceeded this calculation during the term of this Facility, it would require a mandatory prepayment of the Term Loan in the amount of such excess (to be applied to regularly scheduled payments in the inverse order of maturity).
Letter of Credit Subfacility:	Under the Revolver, Borrower would be entitled to request that WFF issue guarantees of payment (“Letters of Credit’) with respect to letters of credit issued by an issuing bank in an aggregate amount not to exceed $3,000,000 at any one time outstanding. The aggregate amount of outstanding Letters of Credit would be reserved against the credit availability under the Revolver.
Interest Rates:	Advances outstanding under the Revolver and the outstanding principal balance of the Term Loan would initially bear interest at the Base Rate plus 3.00 percentage points.
	WFF would offer three step-downs in interest rates and letter of credit fees, described below, based upon achieving EBITDA performance levels mutually agreed upon by Borrower and WFF.
	Borrower would be charged an initial letter of credit fee at a rate equal to 2.50% (plus bank issuance charges) per annum times the undrawn amount of all outstanding Letters of Credit and would be subject to the step-downs as described above.
	All interest and letter of credit fees would be calculated based upon a year of 360 days for actual days elapsed. All interest and letter of credit fees would accrue from the

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	closing date of the Facility (the “Closing Date”) and would be payable monthly in arrears in cash.
	At no time shall any portion of the indebtedness owing under the Facility bear interest at a per annum rate less than 5.0%.
	The Base Rate refers to the rate of interest announced within Wells Fargo Bank, National Association at its principal office in San Francisco as its “prime rate”.
Closing Fee:	A fee in an amount equal to $412,500 would be payable in full on the Closing Date.
Unused Revolver Fee:	A fee in an amount equal to 0.375% per annum times the unused portion of the Revolver would be due and payable monthly in arrears.
Collateral Maintenance Fee:	A fee of $15,000 for each quarter (or portion of a quarter) from and after the Closing Date up to the date on which the Facility is repaid in full, would be due and payable to WFF quarterly in arrears.
Equity Co-investment Rights:	WFF shall have the right, but not the obligation, to co-invest up to $2.0 million in cash as equity in Concerto on terms consistent with that of Golden Gate and its other co-investors, provided, however, that if WFF has not committed to so co-invest (subject to the closing of the Facility and satisfaction of all conditions precedent to the closing of the Facility in accordance with definitive loan documentation for same) within 21 days of the date hereof, Golden Gate may revoke such right (it being understood that Golden Gate shall be a third-party beneficiary of this provision solely with respect to its ability to revoke WFF’s investment right contained herein). Any such equity of Concerto so acquired by WFF shall be subject to (i) a shareholders agreement in form and substance satisfactory to WFF and Golden Gate and (ii) a registration rights agreement in form and substance satisfactory to WFF, which shall include, among other things, tag-along and drag-along rights acceptable to WFF. If WFF elects to

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	make such an investment in Concerto, WFF shall be entitled to receive copies of all notice and information delivered to the members of the board of directors.
Expenses:	Borrower would agree to reimburse WFF for all of WFF’s out-of-pocket costs and expenses relating to this financing transaction, including, but not limited to, search fees, filing and recording fees, financial examination and collateral appraisal fees and expenses, and reasonable attorneys’ fees and expenses (collectively, “Expenses”). Without limiting the foregoing, Borrower would be required to pay (a) a fee of $850 per day, per analyst, plus out-of-pocket expenses, for each financial audit of Borrower performed by personnel employed by WFF, and for the establishment of electronic collateral reporting systems performed by personnel employed by WFF, and (b) the actual charges paid or incurred by WFF if it elects to employ the services of one or more third parties to perform financial audits of Borrower, establish electronic collateral reporting of Borrower, to appraise Borrower’s collateral, or to assess Borrower’s recurring revenues stream or general business value.
Use of Proceeds:	To (i) facilitate the acquisition of the stock of Concerto by Melita and the subsequent merger of Merger Sub with and into Concerto, with Concerto as the surviving entity (the “Transaction”), (ii) provide for the ongoing working capital, capital expenditure and general corporate needs of Borrower and its subsidiaries, and (iii) fund certain fees and expenses associated with the Facility.
Term:	Four years from the Closing Date (“Maturity Date”).
Prepayment Premium:	Four percent (4.0%), three percent (3.0%), two percent (2.0%), and one percent (1.0%) of the sum of i) the Maximum Revolver Amount plus ii) the then-outstanding amount of the Term Loan, during the first, second, third and fourth years following the Closing Date, respectively.
	If the Facility were prepaid with the proceeds of a private placement of subordinated debt or equity, an initial public

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	offering, or a sale of substantially all of the assets or stock to an unaffiliated person, the prepayment premium would be reduced by one-half.
Collateral:	With possible exceptions as discussed below, WFF shall have a first priority perfected security interest in all of Borrower’s and Guarantor’s (and their subsidiaries’) now owned or hereafter created property and assets including, but not limited to, accounts, customer contracts, inventory, equipment, chattel paper, documents, instruments, copyrights, trademarks, and patents and related rights, general intangibles (including contract rights), intellectual property, deposit accounts, cash and cash equivalents, and investment property (including equity interests in subsidiaries), and all proceeds and products thereof, with exceptions to be mutually agreed upon (including taking into consideration factors such as proven adverse tax consequences effecting the pledgor that would result from the pledge of stock or assets of its foreign subsidiaries, on the one hand, and the effects upon WFF of excluding such collateral, on the other hand). In addition, to the extent required by WFF, WFF shall receive such third party agreements or consents as WFF may reasonably require to the extent obtainable after the exercise of good faith efforts, provided, however, that notwithstanding anything to the contrary contained in the foregoing, WFF reserves its right to institute reserves, lower advances rates, and modify eligibility standards as a result of not receiving any such third party agreements or consents.
Collection:	Borrower would direct all of its domestic customers to remit all payments to deposit accounts some of which would be subject of tri-party agreements among Borrower, WFF, and the depositary banks and would be required promptly to remit any payments received by it to these deposit accounts. The terms and conditions of the tri-party agreements would need to be acceptable to WFF. Collections would be subject to a one business day clearance charge.

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Financial Covenants:	Borrower would be required to maintain minimum levels of EBITDA, a maximum level of WFF debt to recurring maintenance revenues, and would be subject to a limitation on annual capital expenditures. The levels for each of the foregoing would be based upon Borrower’s projected operating performance.
Financial Reporting:	Customary for WFF’s loans of this type and those additional deemed appropriate by WFF for this transaction including monthly financial statements and annual audited financial statements and projections.
Documentation:	Customary for WFF’s loans of this type and such additional documentation as is reasonably deemed appropriate by WFF for this transaction. Without limiting the foregoing, the loan documentation will provide WFF with the right from time to time to establish reserves against the credit availability under the Revolver and shall otherwise be acceptable to the WFF.
Covenants:	Affirmative and negative covenants customary for WFF’s loans of this type, together with those additional reasonably deemed appropriate by WFF for this transaction.
Events of Default:	Customary for WFF’s loans of this type and those additional reasonably deemed appropriate by WFF for this transaction including, without limitation, cross-defaults to Borrower’s other indebtedness.
Representations and Warranties:	Customary for WFF’s loans of this type and those additional reasonably deemed appropriate by WFF for this transaction.
Conditions Precedent to Closing:	Customary for WFF’s loans of this type and those additional deemed appropriate by WFF for this transaction, including the following:
	a) completion of legal due diligence (including, but not limited to, a legal counsel review of corporate structure, material agreements and acquisition and merger

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agreements), the results of which are to be satisfactory to WFF and its legal counsel,

b) review of Borrower’s monthly and year-to-date financial statements and operating performance through the most recent month ended period prior to the closing, with the results of such review to be materially consistent with Borrower’s business plan and financial projections presented to WFF on September 29, 2003,

c) review of Borrower’s capital structure immediately prior to the closing which structure, to the satisfaction of WFF (unless otherwise agreed by WFF), shall be materially consistent with the capital structure presented to WFF in that certain September 29, 2003 business plan,

d) completion of updated field audits of the books and records of Melita and Concerto, the results of which are to be reasonably satisfactory to WFF,

e) UCC, tax lien, and litigation searches (including receipt of UCC searches to reflect WFF’s first priority security interest in the assets of Borrower), and company background checks, the results of which are satisfactory to WFF,

f) customary individual background checks of Borrower’s key operating management, the results of which are satisfactory to WFF,

g) Golden Gate, Oak Investment, and an equity partner to be determined to invest a minimum of $54,000,000 of new cash equity into the Transaction, with currently existing equity (in a minimum amount of $45,000,000) of Golden Gate and Oak Investment in Parent to remain subsequent to the merger of Merger Sub with and into Concerto, with evidence of the consummation of same and the terms and conditions of same to be satisfactory to WFF and its counsel,

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	h) availability under the Facility, plus unrestricted cash and cash equivalents of Borrower (subject to a control agreement in favor of WFF) at closing, after giving effect to the initial use of proceeds and reserving for accounts payable aged greater than 60 days, of not less than $10,000,000,
	i) legal documentation, including security agreements, control agreements, landlord waivers, pledge agreements, intercreditor agreements, subordination agreements, bailee agreements, financing statements and opinions of counsel to Borrower and guarantors to be satisfactory to WFF,
	j) Receipt of the required amount of Concerto’s shareholder’s approval for the Transaction and the closing of the Transaction,
	k) Receipt of any necessary regulatory approvals for the transaction, including Hart-Scott-Rodino approval,
	l) Receipt of junior secured term debt in the amount of $30,000,000 in conjunction with the Transaction, on terms satisfactory to WFF, with WFF to be provided with a satisfactory executed intercreditor agreement from such junior debtholders which agreement shall provide, among other things, for the payment in full of all of WFF’s obligations prior to the repayment of any of the junior secured debt, with the exception of current interest payments to be allowed upon mutually agreed terms and conditions, and
	m) No material adverse change in the business, operations or financial condition of either (i) Concerto and its subsidiaries taken as a whole, or (ii) Parent and its subsidiaries and Concerto and its subsidiaries, taken as a whole.
Scheduled Closing Date:	Transaction to close on or before March 15, 2004.

EX-99.B.4

Exhibit (b)(4)

Highbridge/Zwirn Special Opportunities Fund, L.P.

9 West 57^th Street, 27^th Floor

New York, New York 10019

October 28, 2003

Melita International, Inc.

c/o Mr. Prescott Ashe

      Mr. Rajeev Amara

Golden Gate Capital

One Embarcadero Center #3300

San Francisco, California 94111

Re:        Financing Commitment

Dear Mr. Ashe and Mr. Amara:

Melita International, Inc. (the “Company”) has advised Highbridge/Zwirn Special Opportunities Fund, L.P. (the “Lender”) that it has established Bach Merger Sub, Inc. (“Bach”) to acquire (the “Acquisition”) Concerto Software, Inc. (“Concerto”). The Acquisition will be accomplished by a going private, cash merger (the “Merger”, together with the Acquisition, collectively, the “Transaction”) of Bach with and into Concerto with Concerto as the surviving entity in the Merger. Immediately after the consummation of the Merger, Concerto will be a wholly-owned subsidiary of the Company. In connection with the Transaction, the Company will require financing, together with the proposed $33 million credit facility for which Wells Fargo Foothill, Inc. (“Foothill”) will act as agent (the “Foothill Financing Facility”), to (i) fund a portion of the cash consideration for the Merger, (ii) pay the costs, fees and expenses related to consummation of the Transaction, and (iii) provide for the ongoing working capital and capital expenditure needs of the Company and its subsidiaries. For purposes of this commitment letter, “Borrower” shall mean, collectively, the Company and each of its subsidiaries, including, upon consummation of the Merger, Concerto and each of its subsidiaries (subject to such exclusions with respect to foreign subsidiaries of the Company as the Lender (in its sole discretion exercised reasonably) may agree).

The Lender is pleased to advise you that the Lender hereby commits to provide the Borrower with a term loan (the “Term Loan B”) in the original principal amount of $30 million (the “Term Loan B Financing Facility”), substantially on the terms and conditions set forth in the Outline of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”). The obligations of the Borrower under the Term Loan B Financing Facility will be guaranteed by Melita International, Ltd., a Cayman Islands company (the “Parent”) and each of its subsidiaries that are not a Borrower (subject to such exclusions with respect to foreign subsidiaries of the Parent as the Lender (in its sole discretion exercised reasonably) may agree) and secured by (x) a first priority lien on, and security interest in, substantially all assets of the Parent and its subsidiaries and (y) a pledge of the capital stock of the Parent and each of its subsidiaries

Melita International, Inc.

October 28, 2003

Page 2

(subject to such exclusions with respect to foreign subsidiaries of the Parent as the Lender (in its sole discretion exercised reasonably) may agree). In addition, the obligation of the Lender to provide the Term Loan B Financing Facility will be subject to the closing of the Foothill Financing Facility, it being understood that the definitive loan documentation for the Foothill Financing Facility will also include the Term Loan B Financing Facility.

The Company acknowledges that the Term Sheet is intended as an outline only and does not purport to summarize all the conditions, covenants, representations, warranties and other provisions which would be contained in definitive legal documentation for the Term Loan B Financing Facility. The loan documentation for the Term Loan B Financing Facility will include, in addition to the provisions that are summarized in this letter and the Term Sheet, provisions that, in the reasonable opinion of the Lender, are customary or typical for this type of financing transaction and other provisions that the Lender reasonably requires in the context of the proposed transaction (it being understood that the definitive loan documentation for the Foothill Financing Facility will also include the Term Loan B Financing Facility).

By its execution hereof and its acceptance of the terms herein, the Company agrees to indemnify and hold harmless the Lender and each of its assignees, its affiliates and its directors, members, officers, employees and agents (each an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from, this letter or the extension of the Term Loan B Financing Facility contemplated by this letter or from the Transaction, or in any way arise from any use or intended use of this letter or the proceeds of the Term Loan B Financing Facility contemplated by this letter, and the Company agrees to reimburse each Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities which are finally determined in a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. In the event of any litigation or dispute involving this letter or the Term Loan B Financing Facility, neither party hereto shall be responsible or liable to the other party hereto or to any other person for any special, indirect, consequential, incidental or punitive damages. In addition, the Company agrees to pay to the Lender, within 30 days of receipt by the Company of invoice therefor, all reasonable out-of-pocket fees and expenses (the “Expenses”) incurred by or on behalf of the Lender in connection with the negotiation, preparation, execution and delivery of this letter, the Term Sheet and any and all definitive documentation relating hereto and thereto, including, but not limited to, the reasonable fees and expenses of counsel to the Lender in connection with any due diligence, collateral reviews, valuations, appraisals, field examinations and any syndication of the Term Loan B Financing Facility. The Lender agrees to provide to the Company from time to time, upon the Company’s request (but not more frequently than monthly), a statement of all Expenses incurred by the Lender in connection with the Term Loan B Facility during the period

Melita International, Inc.

October 28, 2003

Page 3

covered by such statement and an estimate of all Expenses anticipated to be incurred by the Lender in connection with the Term Loan B Facility during the following one month period. The obligations of the Company under this paragraph shall remain effective notwithstanding any expiration or termination of this letter, but shall be superseded by definitive documentation under an executed loan agreement.

The Company agrees that the Company and the Borrowers shall pay to the Lender the fees in the amounts and in the manner set forth in the letter agreement delivered in connection herewith (the “Commitment Side Letter”). The terms and conditions of the Commitment Side Letter set forth therein are incorporated herein by reference.

The Lender’s commitment to provide the Term Loan B Financing Facility is subject to (i) the negotiation, execution and delivery of definitive loan documentation in form and substance satisfactory to the Lender, the Borrower and their respective counsel, (ii) the satisfaction of the Lender that at all times prior to and including the date on which the transactions referred to hereunder close that there has not occurred or become known to the Lender any material adverse change with respect to the financial condition, business, operations, assets or liabilities of either (A) the Parent and its subsidiaries and Concerto and its subsidiaries, taken as a whole, or (B) Concerto and its subsidiaries, taken as a whole, in each case, as determined by the Lender in its sole discretion exercised reasonably (a “Material Adverse Change”), (iii) the absence of any material disruption or general adverse developments in the financial markets, as determined by the Lender in its sole discretion exercised reasonably, (iv) the absence of any material adverse changes in governmental regulations or policies affecting the Company and its subsidiaries or Concerto and its subsidiaries, or the Transaction, as determined by the Lender in its sole discretion exercised reasonably, and (v) such other customary conditions as set forth in the Term Sheet. If at any time the Lender shall determine (in its sole discretion exercised reasonably) that (A) the Borrower or the Company will be unable to fulfill any condition set forth in this letter or in the Term Sheet or (B) any of the conditions set forth in clauses (i) through (v) of this paragraph has not been satisfied or (C) any Material Adverse Change has occurred, the Lender may terminate this letter by giving notice thereof to the Company (subject to the obligation of the Company to pay all fees, costs, expenses and other payment obligations expressly assumed by the Company hereunder, which shall survive the termination of this letter).

The Company represents and warrants that (i) all written information and other written materials concerning the Company, Concerto or any of their respective subsidiaries, or the Transaction (collectively, the “Information”), which has been, or is hereafter, delivered by, or on behalf of the Company, Concerto or any of their respective subsidiaries is, or when delivered will be, when considered as a whole, complete and correct in all material respects and does not, or will not when delivered, contain any untrue statement of material fact or omit to state a

Melita International, Inc.

October 28, 2003

Page 4

material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statement has been made and (ii) to the extent that any such Information contains projections, such projections were prepared in good faith on the basis of (A) assumptions, methods and tests stated therein which are believed by the Company to be reasonable and (B) information believed by the Company to have been accurate based upon the information available to the Company at the time such projections were furnished to the Lender. The Lender acknowledges that such projections are not a guarantee of future performance and that actual performance may differ from such projections.

During the effectiveness of any commitment contained in this letter agreement, the Company hereby agrees to work exclusively with the Lender to accomplish the financing contemplated hereunder, and agrees that it shall not engage in substantive discussions with another lender regarding an alternative financing to the Term Loan B Financing Facility, shall not provide any deposit to any other lender in connection therewith, will not solicit or accept a proposal or commitment from another lender in connection therewith and will not otherwise permit or encourage another person to solicit a financing proposal or conduct due diligence in connection therewith.

This letter is delivered to the Company upon the condition that, until the date of the closing of the Term Loan B Financing Facility, neither the existence of this commitment letter, the Term Sheet or the Commitment Side Letter, nor any of their contents, shall be disclosed by the Company or any of its subsidiaries, except as may be compelled to be disclosed in a judicial or administrative proceeding, as otherwise required by law or, on a confidential and “need to know” basis, solely to (i) the directors, officers, employees, advisors and agents of the Company or Concerto and (ii) Foothill and the other prospective lenders under the Foothill Financing Facility. In addition, the Company agrees that it will (x) consult with the Lender prior to the making of any filing in which reference is made to the Lender or the commitment contained herein, and (y) obtain the prior approval of the Lender before releasing any public announcement in which reference is made to the Lender or to the commitment contained herein. Notwithstanding the foregoing, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Term Loan B Financing Facility, and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure. This authorization is not intended to permit disclosure of any other information, including, without limitation, (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction), or (v) any other term or detail not relevant to the tax treatment or tax structure of the transaction. The Company acknowledges that the Lender and its affiliates may now or hereafter provide financing or obtain other interests in other companies in respect of which the Company or its affiliates may be business competitors, and that the Lender and its affiliates will have no obligation to provide to the Company or any of its affiliates any confidential information obtained from such other companies.

Melita International, Inc.

October 28, 2003

Page 5

This letter shall expire, unless otherwise agreed by the Lender in writing, at 5:00 p.m. (New York City time) on October 29, 2003, unless prior thereto the Lender has received a copy of this letter and the Commitment Side Letter, signed by the Company accepting the terms and conditions of this letter, the Term Sheet and the Commitment Side Letter. The commitment by the Lender to provide the Term Loan B Financing Facility shall expire at 5:00 p.m. (New York City time) on March 15, 2004, unless prior thereto, definitive loan documentation shall have been agreed to in writing by all parties and the conditions set forth therein shall have been satisfied or waived in writing by the Lender (it being understood that the Company’s obligation to pay all amounts in respect of indemnification, Expenses and the fees set forth in the Commitment Side Letter shall survive the expiration or termination of this letter, but shall be superseded by definitive documentation under an executed loan agreement).

The Lender and the Company hereby acknowledge and agree that, upon the Company’s acceptance of this letter, the Term Sheet and the Commitment Side Letter, the commitment letter, dated October 6, 2003 (the “Original Commitment Letter”), from the Lender to the Company, shall automatically, and without any further action by any party, be terminated and of no force or effect.

Should the terms and conditions of the offer contained herein meet with your approval, please indicate your acceptance by signing and returning a copy of this letter and the Commitment Side Letter to the Lender.

Melita International, Inc.

October 28, 2003

Page 6

This letter, including the attached Term Sheet and the Commitment Side Letter (i) supersedes all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto (including, without limitation, the Original Commitment Letter), (ii) shall be governed by the law of the State of New York, (iii) shall be binding upon the parties and their respective successors and assigns, (iv) may not be relied upon or enforced by any other person or entity, and (v) may be signed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this letter or the Commitment Side Letter by telefacsimile or electronic transmission shall be equally as effective as delivery of a manually executed counterpart thereof. If this letter or the Commitment Side Letter becomes the subject of a dispute, each of the parties hereto hereby waives trial by jury. This letter and the Commitment Side Letter may be amended, modified or waived only in a writing signed by the Company and the Lender.

Very truly yours,
HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
By:
	Name:
	Title:

Agreed and accepted on this 28th day of October 2003:
MELITA INTERNATIONAL, INC.
By:
	Name:
	Title:

EXHIBIT A

MELITA INTERNATIONAL, INC.

Outline of Terms and Conditions for Term Loan B Financing Facility

This Outline of Terms and Conditions is part of the Commitment Letter, dated October 28, 2003 (the “Commitment Letter”), addressed to Melita International, Inc. (the “Company”) by Highbridge/Zwirn Special Opportunities Fund, L.P. (the “Lender”) and is subject to the terms and conditions of the Commitment Letter. Capitalized terms used herein shall have the meanings set forth in the Commitment Letter unless otherwise defined herein.

BORROWER:	The Company and each of its wholly-owned subsidiaries, subject to such exclusions with respect to foreign subsidiaries of the Company as the Lender (in its sole discretion exercised reasonably) may agree.
GUARANTORS:	The Parent and all subsidiaries of the Parent that are not a Borrower (together with the Borrower, each a “Loan Party” and collectively, the “Loan Parties”), subject to such exclusions with respect to foreign subsidiaries of the Parent as the Lender (in its sole discretion exercised reasonably) may agree.
AGENT:	Highbridge/Zwirn Special Opportunities Fund, L.P. or one of its affiliates.
LENDER:	The Lender and/or its affiliates and designees, to be determined at closing.
TERM LOAN B FINANCING FACILITY:	A term loan in the original principal amount of $30 million (the “Term Loan B”), subject to the following limitations:
	The amount funded under the Foothill Financing Facility (including letters of credit) and the Term Loan B may not on the Closing Date or at any time thereafter exceed either (i) the sum of (A) (1) on the Closing Date and for the period from the Closing Date to (but excluding) the six-month anniversary of the Closing Date, 3.45 times the LTM EBITDA of the Borrower and its subsidiaries, (2) for the period from (and including) the six-month anniversary of the Closing Date to (but excluding) the nine-month anniversary of the Closing Date, 3.20 times the LTM EBITDA of the Borrower and its subsidiaries, and (3) at any time on or after the nine-month anniversary of the Closing Date, 2.40 times the LTM EBITDA of the Borrower and its subsidiaries plus (B) the aggregate unrestricted cash and cash equivalents of the Borrower and its subsidiaries or (ii) (A) on the Closing Date, 5.00 times the consolidated maintenance fee revenues of the Borrower and its subsidiaries for the immediately preceding 90 day period and (B) after the Closing

A-1

	Date, a multiplier to be agreed upon times the consolidated maintenance fee revenues of the Borrower and its subsidiaries for the immediately preceding 90 day period. To the extent that the amount funded under the Foothill Financing Facility (including letters of credit) and the Term Loan B exceed this calculation after the Closing Date, a mandatory prepayment of the Term Loan B would be required (subject to conditions to be agreed upon between Foothill and the Lender) in the amount of such excess.
	For purposes of the calculation of the maximum amount funded under the Foothill Financing Agreement (including letters of credit) and the Term Loan B on the Closing Date under clause (i) above, LTM EBITDA will be defined as the sum of (x) the actual EBITDA of Concerto and its subsidiaries for the immediately preceding 12 month period, adjusted for the administrative costs of operating a public company in an amount not to exceed $1.0 million, plus (y) the annualized EBITDA of Melita and its subsidiaires based on the actual EBITDA of Melita and its subsidiaries for the immediately preceding 6 month period.
TERM:	The Term Loan B Financing Facility will have a term of four (4) years (the “Maturity Date”).
AMORTIZATION:	None, subject to the Lender’s satisfaction with the amortization of the term loan under the Foothill Financing Facility.
MANDATORY AND OPTIONAL PREPAYMENT:	Customary mandatory prepayments of the Term Loan B (subject to conditions to be agreed upon between Foothill and the Lender) to be included in definitive loan documentation (e.g., issuance of debt, sale of assets, tax refunds (other than the approximately $1.4 million tax refund anticipated to be received by the Borrower in November 2003), casualty events, etc.).
	Amounts repaid under the Term Loan B Financing Facility may not be reborrowed. The Borrower shall be permitted to prepay the Term Loan B in whole or in part at any time.
	Any optional prepayment of the Term Loan B prior to the six-month anniversary of the Closing Date shall result in a prepayment fee equal to interest for a six-month period (based on the interest rate applicable for the previous month) on the amount prepaid, provided that such prepayment fee would not apply to prepayments made from cash generated by the Borrower’s operations.
CLOSING DATE:	The first date on which all definitive loan documentation satisfactory to the Lender (the “Loan Documents”) is executed

A-2

	by the Loan Parties, Foothill and the Lender, which date shall not be later than March 15, 2004.
COLLATERAL:	All obligations of the Loan Parties to the Lender shall be secured by a perfected, first priority lien on and security interest in substantially all of the now owned and hereafter acquired assets of the Loan Parties, including, but not limited to, accounts receivable, inventory, real property, machinery and equipment, trademarks and tradenames, copyrights, patents and other intellectual property, general intangibles, chattel paper, all shares of all capital stock of the Parent and each of its subsidiaries (subject to such exclusions with respect to foreign subsidiaries of the Parent as the Lender (in its sole discretion exercised reasonably) may agree), and all proceeds thereof, and such other assets, tangible or intangible, as may be required, in Lender’s opinion, to fully secure the Term Loan B Financing Facility (the “Collateral”).
	In addition, to the extent required by the Lender, the Lender shall receive such third party agreements or consents as the Lender may reasonably require.
COLLECTION:	The Borrower would direct all of its domestic customers to remit all payments to deposit accounts some of which would be subject of tri-party agreements among the Borrower, Foothill, and the depositary banks and would be required promptly to remit any payments received by it to these deposit accounts.
INTEREST:	Amounts outstanding under the Term Loan B would bear interest at the Base Rate plus a spread. The Base Rate would be subject to a floor of 4.00%. The spread would initially be 7.25 percentage points. On a quarterly basis, commencing one full quarter after the Closing Date, the spread would be adjusted based on the Leverage Ratio for the prior quarter as follows:
	Leverage Ratio	Percentage Points
	³ 3.00	7.25
	< 3.00 £ 2.50	6.75
	< 2.50 £ 1.75	6.25
	< 1.75 £ 1.50	5.75
	< 1.50 £ 1.25	5.25
	< 1.25 £ 1.00	4.75
	< 1.00 £ 0.75	4.50
	< 0.75	4.25

A-3

	For purposes of calculating interest on the Term Loan B, the Leverage Ratio will be defined as the ratio of (i) the result of (A) the amount funded under the Foothill Financing Facility (including letters of credit) and the Term Loan B minus (B) the aggregate unrestricted cash and cash equivalents of the Borrower and its subsidiaries to (ii) the trailing twelve months EBITDA of the Borrower and its subsidiaries.
	All interest would be calculated based upon a year of 360 days for actual days elapsed. All interest would accrue from the Closing Date and would be payable monthly in arrears in cash.
	The Base Rate refers to the rate of interest announced within Wells Fargo Bank at its principal office in San Francisco as its “prime rate”.
	If any Event of Default shall occur and be continuing, interest shall accrue at a rate per annum equal to 3% in excess of the rate of interest otherwise in effect.
INVESTMENT RIGHTS:	The Lender would have the investment rights set forth in the Commitment Side Letter.
FEES:	The Borrower would be required to pay the fees set forth in the Commitment Side Letter.

A-4

USE OF PROCEEDS:	The Term Loan B shall be used solely to (i) fund a portion of the cash consideration for the Merger, (ii) pay the costs, fees and expenses related to consummation of the Transaction, and (iii) provide for the ongoing working capital and capital expenditure needs of the Borrower and its subsidiaries.
REPRESENTATIONS AND WARRANTIES:	Usual representations and warranties, including, but not limited to, corporate existence and good standing, capitalization, authority to enter into Transaction, governmental approvals, licenses and permits, non-violation of other material agreements, financial statements, litigation, compliance with environmental, pension and other laws, taxes, insurance, intellectual property, absence of Material Adverse Change, absence of default or unmatured default under the Foothill Financing Facility or the Term Loan B Financing Facility and priority of the Lender’s liens.
COVENANTS:	Usual covenants, including, but not limited to, provision of financial statements, notices of litigation, defaults and unmatured defaults and other information (including, without limitation, ERISA, environmental, SEC), consummation of the Merger, compliance with pension, environmental and other laws, inspection of properties, books and records, reimbursement of expenses in connection with audits and appraisals, maintenance of insurance, limitations with respect to liens and encumbrances, dividends and retirement of capital stock, guarantees, sale and lease back transactions, consolidations and mergers, investments, capital expenditures, loans and advances, indebtedness, operating leases, transactions with affiliates, prepayment of other indebtedness and amendments to material agreements.
	The Loan Parties shall not be permitted to have any indebtedness for money borrowed other than (i) the Foothill Financing Facility, (ii) the Term Loan B Financing Facility, and (iii) indebtedness that is subordinate to the Term Loan B Financing Facility in a manner satisfactory in form and substance to the Lender.

A-5

	Financial covenants to include minimum EBITDA, maximum capital expenditures, maximum leverage ratio, and maximum debt to maintenance fee revenues, which shall be reasonably determined by the Lender.
	Financial reporting to include: (i) annual, audited financial statements, (ii) quarterly, internally prepared, financial statements, (iii) monthly, internally prepared, financial statements, (iv) annual projections, including monthly balance sheet, profit and loss and cash flow figures and (v) other reporting (including, without limitation, operating reports) as required by the Lender.
CONDITIONS PRECEDENT:	The obligation of the Lender to make the Term Loan B will be subject to customary conditions precedent including, without limitation, the following special conditions precedent:
	(a)	Completion of the Lender’s legal due diligence (including, but not limited to, a legal counsel review of corporate structure, material agreements, and acquisition agreements), the results of which are to be satisfactory to the Lender and its legal counsel.
	(b)	Completion of updated field audits of the books and records of the Company and Concerto, the results of which are to be reasonably satisfactory to the Lender.
	(c)	UCC, tax lien, and litigation searches (including receipt of UCC searches to reflect the Lender’s first priority security interest in the assets of the Loan Parties (subject to such exclusions with respect to foreign subsidiaries of the Company as the Lender (in its sole discretion exercised reasonably) may agree)), and company background checks, the results of which are satisfactory to the Lender.
	(d)	Customary individual background checks and reference checks of the Loan Parties’ key operating management, the results of which are satisfactory to the Lender.
	(e)	Golden Gate Capital and Oak Investment to invest a minimum of $50.0 million of new cash equity in the Parent, with currently existing equity of Golden Gate Capital and Oak Investment in the Parent to remain invested therein, with evidence of the consummation of same and the terms and conditions of same to be satisfactory to the Lender and its counsel.
	(f)	The Borrower shall have no revolving loans outstanding under the Foothill Financing Facility and aggregate

A-6

	unrestricted cash and cash equivalents (which cash and cash equivalents shall be subject to control agreements in favor of Foothill) of not less than $10.0 million, in each case, at closing, after giving effect to the initial use of proceeds and reserving for accounts payable aged greater than 60 days.
(g)	Legal documentation, including security agreements, control agreements, landlord waivers, pledge agreements, intercreditor agreements, subordination agreements, bailee agreements, source code escrow agreements, financing statements and opinions of counsel to the Loan Parties (collectively, the “Loan Documents”) to be satisfactory to the Lender.
(h)	Receipt of the required amount of Concerto’s shareholder’s approval for the Transaction.
(i)	Receipt of any necessary regulatory approvals for the Transaction, including Hart-Scott-Rodino approval.
(j)	All documents related to the Transaction, and all schedules and exhibits thereto, including, without limitation, the amended and restated articles of incorporation of Concerto, shall be in form and substance reasonably satisfactory to the Lender.
(k)	All conditions precedent to the Merger and to the designation by the Company of a majority of the Board of Directors of Concerto shall have been satisfied to the reasonable satisfaction of the Lender (none of which shall have been waived without the consent of the Lender, which consent shall not be unreasonably withheld by the Lender).
(l)	There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality which relates to the Term Loan B Financing Facility or the Transaction or which, in the opinion of the Lender, has any reasonable likelihood of (i) resulting in a Material Adverse Change or (ii) having a material adverse effect on (A) the ability of the Loan Parties to perform their obligations under the Loan Documents or (B) the ability of the Lender to enforce the Loan Documents.
(m)	The closing of the Foothill Financing Facility shall have occurred, and the Borrower shall have received the

A-7

		proceeds of the term loan under Foothill Financing Facility in the amount of $30,000,000 in conjunction with the Transaction, in each case, on terms satisfactory to the Lender (including an interlender agreement between the Lender and Foothill in form and substance satisfactory to the Lender).
	(n)	No Material Adverse Change.
	(o)	Completion of the Lender’s review of the accounting practices and procedures of the Company and Concerto, the results of which are to be satisfactory to the Lender.
	(p)	Loan origination costs including, without limitation, audit fees, attorneys’ fees, search fees, title fees, documentation and filing fees, shall have been paid by the Borrower.
	(q)	Insurance satisfactory to the Lender; such insurance to include liability insurance for which the Lender will be named as an additional insured and property insurance with respect to the Collateral for which the Lender will be named as loss payee.
	(r)	The Lender shall be satisfied in its reasonable discretion with its review of the Borrower’s monthly and year-to-date financial statements and operating performance through the most recent month-end period prior to the Closing Date, which financial statements and operating performance shall be materially consistent with the Borrower’s business plan and financial projections previously presented to the Lender.
	(s)	The Lender shall be satisfied in its reasonable discretion with its review of the Borrower’s capital structure immediately prior to the Closing Date, which capital structure shall be materially consistent with the Borrower’s business plan previously presented to the Lender.
EVENTS OF DEFAULT:	Customary events of default for loans of this type by the Lender and those additional events of default reasonably deemed appropriate by the Lender for this transaction, including, without limitation, cross-defaults to the Borrower’s other indebtedness.
GOVERNING LAW:	All documentation in connection with the Financing Facility shall be governed by the laws of the State of New York.

A-8

ASSIGNMENTS, PARTICIPATIONS:

The Lender may sell or assign its loans or commitments under the Term Loan B Financing Facility without the consent of the Loan Parties. The Lender shall endeavor to consult with the Borrower prior to assigning any portion of its loans or commitments to any other person (other than in connection with the syndication of the Term Loan B prior to, on or immediately after the Closing Date) and shall furnish written notice of each assignment to the Borrower promptly thereafter, provided that the failure of the Lender to so consult with or furnish written notice to the Borrower shall not effect the Lender’s ability to assign any portion of its loans or commitments. The Lender may also sell participations in its loans and commitments under the Term Loan B Financing Facility without the consent of the Loan Parties.

OUT-OF-POCKET EXPENSES:

All fees, including reasonable legal fees, costs and expenses of counsel to the Lender, and all reasonable out-of-pocket expenses associated with the transaction are to be paid by the Loan Parties.

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EX-99.B.5

Exhibit (b)(5)

October 28, 2003

Melita International, Inc.

c/o        Mr. Prescott Ashe

             Mr. Rajeev Amara

Golden Gate Capital

One Embarcadero Center #3300

San Francisco, California 94111

Highbridge/Zwirn Special Opportunities Fund, L.P.

9 West 57^th Street, 27^th Floor

New York, New York 10019

Attention: Daniel Zwirn

RE: Joinder to Commitment Letter and Commitment Side Letter

Gentlemen:

Reference is made to (i) the attached commitment letter (the “Commitment Letter”) dated October 28, 2003 and addressed to Melita International, Inc. (the “Company”) from Highbridge/Zwirn Special Opportunities Fund, L.P. (“Highbridge”), including the term sheet (the “Term Sheet”) attached thereto and (ii) the attached letter agreement (the “Commitment Side Letter”) dated October 28, 2003 and addressed to the Company from Highbridge. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Commitment Letter.

CapitalSource Finance LLC (“CapitalSource”) hereby (i) commits to, and shall have the exclusive right to, provide a portion of the Term Loan B Financing Facility in the principal amount of $15 million on the terms and conditions set forth in the Commitment Letter and the Commitment Side Letter, (ii) acknowledges that (a) Highbridge will act as agent for all of the Lenders in connection with the Term Loan B Financing Facility and (b) all fees payable under the Term Loan B Financing Facility (including under the Commitment Side Letter) will be payable to Highbridge and to CapitalSource in accordance with a letter agreement to be entered into between them, and (iii) agrees to join the Commitment Letter and the Commitment Side Letter and become a Lender thereunder on the following terms and conditions:

1. CapitalSource will, as if it had executed the Commitment Letter and the Commitment Side Letter, be and have all of the rights and obligations of the Lender for all purposes thereof; provided, that CapitalSource’s commitment to provide a portion of the Term Loan B Financing Facility shall be limited to $15,000,000. Each reference in the Commitment Letter (including the Term Sheet) and the Commitment Side Letter to the “Lender” shall mean, as the case may be, Highbridge and CapitalSource, collectively, and each of them individually, and for the avoidance of doubt, each reference to “Lender’s discretion” or “Lender’s sole discretion” shall include the discretion

Melita International, Inc.

Highbridge/Zwirn Special Opportunities Fund, L.P.

October 28, 2003

Page 2 of 3

of both Highbridge and CapitalSource, and the “satisfaction” or “determination” of Lender shall mean that of both Highbridge and CapitalSource;

2. CapitalSource shall have the exclusive right, subject to the terms and conditions set forth in the Commitment Letter, the Term Sheet and the Commitment Side Letter, to make a cash equity investment in the Parent, in CapitalSource’s sole discretion, of up to 50% of the amount of the Lender’s investment right set forth in the Commitment Side Letter;

3. The Company hereby agrees to reimburse CapitalSource for any reasonable fees, costs and expenses (including, without limitation, any Expenses) arising out of this letter agreement, the Commitment Letter, the Term Sheet, the Commitment Side Letter or the extension of the Term Loan B Financing Facility, and any definitive documentation relating hereto or thereto, including the reasonable fees and expenses of counsel; and

4. None of the terms of the Commitment Letter, the Term Sheet, the Commitment Side Letter or this letter agreement shall be amended other than by a written agreement signed by all of the parties thereto, which in all cases shall include CapitalSource.

5. Each of the parties hereto acknowledges and agrees that upon acceptance by the Company of this letter, the Commitment Letter, the Term Sheet and the Commitment Side Letter, the commitment letter, dated October 6, 2003 (the “Original Commitment Letter”), from Highbridge to the Company, and the letter agreement, dated October 6, 2003 (the “Original Joinder Agreement”), among Highbridge, CapitalSource and the Company shall, in each case, automatically, and without any further action by any party, be terminated and of no force or effect.

[remainder of page left blank]

Melita International, Inc.

Highbridge/Zwirn Special Opportunities Fund, L.P.

October 28, 2003

Page 3 of 3

This letter agreement (i) supersedes all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto (including, without limitation, the Original Commitment Letter and the Original Joinder Agreement), (ii) shall be governed by the law of the State of New York, (iii) shall be binding upon the parties and their respective successors and assigns, (iv) may not be relied upon or enforced by any other person or entity, and (v) may be signed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this letter agreement by telefacsimile or electronic transmission shall be equally as effective as delivery of a manually executed counterpart thereof. If this letter agreement becomes the subject of a dispute, each of the parties hereto hereby waives trial by jury.

Very truly yours,
CAPITALSOURCE FINANCE LLC
By:
Name:	Steven A. Museles
Title:	Senior Vice President

Agreed and accepted on this 28^th day of October, 2003:

HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

By:

Name:

Title:

MELITA INTERNATIONAL, INC.

By:

Name:

Title:

EX-99.C.2

Exhibit (c)(2)

CONFIDENTIAL

Project Castle

Fairness Opinion Presentation to the Special Committee of the Board of Directors

October 7, 2003

INTRODUCTION

The following materials were prepared solely for discussion at the meeting of the Special Committee of the Board of Directors of Castle (“Company”) scheduled for October 7, 2003.

In preparing this presentation, we have, with your consent, relied upon information provided by the Company, Moat and Guard and other publicly available information. We have not independently verified any of such information, and have relied on it being complete and accurate in all material respects.

Please note that this presentation is based on the business and operations of Castle as represented to us as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. SG Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by us in connection herewith.

The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Special Committee of the Board of Directors of the Company in its consideration of the proposed transaction, and may not be used for any other purpose or be discussed, reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without our prior written consent. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of the Company or any other person.

This presentation is subject to the assumptions, qualifications and limitations set forth herein and in the form of our fairness opinion letter, included as an appendix to this presentation, and does not constitute a recommendation by SG Cowen to the Board of Directors or shareholders of the Company on how to vote with respect to the proposed transaction.

1

TABLE OF CONTENTS

1.	EXECUTIVE SUMMARY
2.	CASTLE OVERVIEW
3.	VALUATION CONSIDERATIONS
APPENDIX
	A.	Form of SG Cowen Fairness Opinion

2

EXECUTIVE SUMMARY

3

EXECUTIVE SUMMARY

TRANSACTION OVERVIEW

Structure	•	Bridge, a wholly owned subsidiary of Moat, to be merged with and into Castle, with Castle as the surviving corporation
Consideration	•	Castle shareholders to exchange each outstanding share of Castle stock for $12.00 per share or an aggregate of $145.2 million based on 12.1 million common shares outstanding of Castle using the treasury stock method(a)
		•	No less than $16 million of such consideration shall be provided by Castle
		•	Outstanding shares of Castle and options to purchase shares of Castle held by certain members of Castle management to be converted into shares of Moat and options to purchase shares of Moat, respectively(b)
Financing	•	Moat has provided commitment letters from Guard and Othello indicating that Moat will have sufficient funds to consummate the transaction
		•	There is no financing condition

(a) The total shares outstanding consist of 11.146 million primary common shares outstanding and 0.958 million common shares from options using the treasury stock method.

(b) Such members of management include messrs. Foy, Provenzano, Breslauer, Tellez and Asen; for the purposes of this analysis, SG Cowen has assumed that such Moat shares and options to purchase Moat shares have an equivalent value to the value otherwise payable to such share and option holders pursuant to the Merger Agreement.

4

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Treatment of Options	•	Generally, options to purchase Castle stock shall be accelerated and converted into the right to receive an amount in cash equal to the difference between $12.00 and the exercise price of such option.
	•	Options to purchase Castle stock held by certain members of Castle management(b) shall be converted into the right to receive Moat options with an equivalent embedded value.
Non-Solicitation Provision	•	Castle may not solicit or negotiate other acquisition proposals, or enter into an agreement with respect to other acquisition proposals, subject to a fiduciary out for unsolicited bona fide acquisition proposals (each an “Acquisition Proposal”) to the extent (i) the Board of Directors or the Special Committee determines in good faith after consultation with counsel that failing to take such action is inconsistent with their fiduciary duties, (ii) the Acquisition Proposal is reasonably likely to lead to a written proposal that is more favorable from a financial point of view, reasonably capable of being consummated in a timely manner (including financing), and of a nature that not accepting it would be inconsistent with their fiduciary duties, and (iii) prior to furnishing information to the source of the proposal, the Company enters into a confidentiality agreement with terms no less favorable to the Company than the agreement entered into with Guard.
	•	Castle has a duty to promptly notify Moat of any Acquisition Proposals and keep Moat materially informed of the status of such Acquisition Proposal.

(a) Based on draft Agreement and Plan of Merger, dated October 6, 2003 (the “Merger Agreement”).

(b) Such members of management include messrs. Foy, Provenzano, Breslauer, and Tellez.

5

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Termination	•	The Agreement may be terminated under the following circumstances.
	•	Mutual written consent of Castle and Moat.
	•	By Castle or Moat to the extent that (i) the merger is prohibited by any law or government order, (ii) the merger has not been consummated by March 15, 2004, except by either party to the extent the merger has not been consummated due to their failure to perform any covenant or obligation under the Agreement, or (iii) the Castle shareholders fail to approve the merger.
	•	By Moat to the extent that (i) Castle breaches the Agreement and such breach is not cured within 10 day’s notice thereof, or (ii) the Board of Directors or Special Committee of Castle withdraws its recommendation of the merger, or approves or recommends any other Acquisition Proposal.
	•	By Castle to the extent that (i) Moat breaches the Agreement and such breach is not cured within 10 day’s of notice thereof, or (ii) pursuant to the fiduciary obligations of the Board of Directors as set forth above.
Termination Fee and Expenses	•	Each party is responsible for its own expenses.
	•	Termination fee equal to 2.2% of the fully diluted equity value transaction or $3.2 million based on 12.1 million common shares outstanding of Castle using the treasury stock method.
	•	Termination fee payable to the extent that the agreement is terminated (i) by Castle pursuant to the fiduciary obligations of the Board of Directors, or (ii) by Moat pursuant to its rights set forth above, and Castle closes a transaction pursuant to a prior Acquisition Proposal within 180 days thereafter.

(a) Based on draft Agreement and Plan of Merger, dated October 6, 2003 (the “Merger Agreement”).

6

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Conditions to Closing	•	Conditions to Castle and Moat’s obligations: (i) Castle shareholder approval, (ii) absence of any governmental prohibition, and (iii) expiration of any required waiting period under HSR.
	•	Conditions to Moat’s obligations: (i) Castle representations and warranties are true and correct other than to the extent any breach does not cause a Company Material Adverse Effect (other than representations and warranties related to performance obligations under the agreement, Castle’s capitalization, transaction expenses and indebtedness), (ii) Castle shall have performed all material obligations under the Merger Agreement, (iii) certain members of management of Castle shall have rolled over their Castle shares(b), (iv) no Material Company Adverse Effect shall have occurred, (v) no pending litigation prohibiting the merger, (vi) no more than 7% of Castle’s shareholders shall have exercised dissenters rights, (vii) receipt of customary officers’ certificates, and (viii) receipt of director resignations. A “Company Material Adverse Effect” includes any effect that (i) is materially adverse to the business, financial condition or results of operations of Castle other than any Excluded Matters, or (ii) prevents or materially delays Castle from performing its obligations under the agreement or consummating the merger. “Excluded Matters” includes (i) general changes in economic conditions or the software industry, (ii) a change in the market price or trading volume of Castle shares or financial markets generally, (iii) any force majeur, (iv) changes resulting from the public announcement of the agreement, (v) any action agreed to by Moat and Castle, (vi) any change in accounting rules, or (vii) any change resulting from a breach of the Agreement by Moat.
	•	Conditions to Castle’s obligations: (i) Moat representations are true and correct other than to the extent any breach does not cause a Purchaser Material Adverse Effect, (ii) Moat has performed all material obligations under the Agreement, and (iii) receipt of customary officers’ certificates. “Purchaser Material Adverse Effect” includes any effect that prevents or materially delays Moat from performing its obligations under the agreement or consummating the merger.
Closing	•	Within three business days of satisfaction of the conditions to closing.
D&O Insurance	•	Prior to closing, Castle shall procure a “tail” directors’ and officers’ liability insurance policy with terms and conditions reasonably satisfactory to the board of directors so long as the cost does not exceed $1.3 million.

(a) Based on draft Agreement and Plan of Merger, dated October 6, 2003 (the “Merger Agreement”).

(b) Such members of management include messrs. Foy, Provenzano, Breslauer, Tellez and Asen.

7

EXECUTIVE SUMMARY

TRANSACTION STATISTICS

Transaction Value(a)
Offer Price per Share	$	12.00
Total Equity Value to Castle’s Shareholders(b)	$	145.2
Net Cash(c)	$	28.6
Net Transaction Value (Enterprise Value)	$	116.7

Transaction Multiples
	Statistic		Multiple
LQA Revenue	$	108.6	1.1	x
LTM Revenue		104.9	1.1
2003E Revenue		107.8	1.1
2004E Revenue		116.0	1.0
LQA EBITDA	$	10.2	11.5	x
LTM EBITDA		8.6	13.5
2003E EBITDA		10.2	11.5
2004E EBITDA		12.8	9.1
LQA Net Income	$	5.0	23.5	x
LTM Net Income		4.1	28.3
2003E Net Income		5.0	23.3
2004E Net Income		7.0	16.6
Premiums Paid
	Price		Premium
Castle Spot Price as of 10/06/03	$	9.31	29	%
Castle Price One Week Prior		8.51	41	%
Castle Price One Month Prior		9.14	31	%
Castle Price Three Months Prior		8.86	35	%

(a) US$ in millions, other than per share amounts.

(b) Total equity value based on 11.146 million primary shares outstanding and 0.958 million common shares outstanding from options using the treasury stock method.

(c) Estimated net cash as of September 30, 2003 per management of Castle as of October 6, 2003. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

8

EXECUTIVE SUMMARY

ANTICIPATED TIMELINE TO CLOSE

Next Steps and Timing

Action	Approximate Best Case Timing
Signing of Definitive Agreement	October 7, 2003
Announce Signing of Merger Agreement	October 7, 2003
File Proxy materials with SEC	Week of October 20, 2003
	SEC Review	No SEC Review
Receive SEC clearance	Week of December 1, 2003	Week of November 3, 2003
Mail Proxy Statement to Castle Stockholders	Week of December 1, 2003	Week of November 3, 2003
Castle Stockholders’ Meeting	Week of December 29, 2003	Week of December 1, 2003
Closing	Week of December 29, 2003	Week of December 1, 2003

9

CASTLE OVERVIEW

10

CASTLE OVERVIEW

CASTLE OVERVIEW ^(a)

Business Description

• Provider of customer interaction management (CIM) solutions

• Core products help companies effectively manage customer interactions via voice, email, the Web and fax

• Acquisition of Cellit in January 2002 increased inbound market capabilities

Sales and Marketing

• The company licenses and sells its products through a network of distributors and resellers as well as a direct sales force

Customers

• Castle solutions are used by more than 1,200 companies worldwide

• Customer verticals include financial institutions, telecommunications, utilities, healthcare and retailers

Representative Historical Customers

Advanta	British Telecom	New Century Financial Corp.	Volkswagen
American Express	Cigna	Pitney Bowes	Wells Fargo
AT&T	Discover	Prudential Financial	Williams Communications
Air Jamaica Vacations	FleetBoston Financial	Sprint	Xerox Limited
Blue Shield of California	GE Capital	Time Warner Cable
BMW	Household Finance Corp.	United Parcel Service

(a) Source: Castle Website and Form 10-K for the period ended December 31, 2002.

11

CASTLE OVERVIEW

CASTLE OVERVIEW (CONTINUED)

Selected Product Summary ^(a)

Product/Description

EnsemblePro—Combines the best functionality from all of Castle’s products together in a single unified solution. Designed from the ground up to incorporate the broad multimedia functionality required by today’s contact centers—including ACD, predictive dialing, IVR, email, web chat and collaboration, universal queuing, recording and reporting—EnsemblePro also offers the ability to connect with and add value to existing contact center point solutions. Its unified nature greatly reduces the complexities traditionally associated with implementing, owning and operating multimedia contact centers

Unison—An industry-leading outbound and blended call management solution designed to automate proactive customer contact activities. It manages outbound and blended calling campaigns, and provides high-productivity tools to increase the number of calls handled and the quality of each customer contact

Ensemble—Customer interaction management suite that seamlessly integrates inbound and outbound calling. Ensemble is a modular platform, allowing companies to deploy the product in stages and increase its functionality as their needs expand. The system is designed to leverage a company’s existing investment in telephony and systems infrastructure, while enabling rapid deployment

LYRICall—Castle’s browser-based scripting solution harnesses the power and simplicity of browser technology to deliver robust, platform independent agent screens and scripts. The software links front-line agents with back-office customer information systems, enabling agents to quickly and seamlessly access data to execute successful customer contacts

(a) Source: Castle Website and Form 10-K for the period ended December 31, 2002.

12

CASTLE OVERVIEW

CASTLE MANAGEMENT AND BOARD OF DIRECTORS

Executive Officers

Name	Position
James D. Foy*	President, Chief Executive Officer and Director
Michael J. Provenzano, III*	Vice President, Finance, Chief Financial Officer and Treasurer
Ralph S. Breslauer*	Executive Vice President, Sales and Marketing
Alexander Tellez*	Executive Vice President, Engineering
Kristina Lengyel	Vice President, Global Technical Services
Mark Donovan	Senior Vice President, Operations and Customer Services

Board of Directors

Name	Age	Position
Alphonse M. Lucchese	67	Chairman
R. Scott Asen*	58	General Partner, AB Associates, LP
Peter Gyenes	57	Chairman and Chief Executive Officer, Ascential Software Corporation

* Indicates that the executive or board member intends to convert a portion of his options to purchase Castle shares into options to purchase Moat shares. Mr. Asen is expected to convert a portion of his shares of Castle into shares of Moat.

13

CASTLE OVERVIEW

CASTLE SUMMARY OWNERSHIP PROFILE

Ownership by Major Classification

	Primary Shares			Fully Diluted (a)
Share Class/Owner	Shares	% of Total		Shares	% of Total
Insiders (b)
Alphonse M. Lucchese	132,500	1.2	%	710,206	5.8	%
R. Scott Asen	513,841	4.6	%	540,091	4.4	%
James D. Foy	10,000	0.1	%	235,000	1.9	%
Mark Donovan	5,500	0.0	%	136,124	1.1	%
Other insiders (5 persons)	19,312	0.2	%	321,688	2.6	%
Total Insiders	675,653	6.1	%	1,806,985	14.7	%
Institutional (c)
Husic Capital Management	1,222,046	11.0	%	1,222,046	10.0	%
Neuberger Berman LLC	1,149,965	10.3	%	1,149,965	9.4	%
Shufro, Rose & Co. LLC	707,315	6.3	%	707,315	5.8	%
Disciplined Growth Investors, Inc.	533,900	4.8	%	533,900	4.3	%
Kopp Investment Advisors, Inc.	519,600	4.7	%	519,600	4.2	%
S Squared Technology Corp.	436,300	3.9	%	436,300	3.6	%
Dimensional Fund Advisors, Inc.	391,206	3.5	%	391,206	3.2	%
Other Institutional Investors	2,581,088	23.2	%	2,581,088	21.0	%
Total Institutional Investors	7,541,420	67.7	%	7,541,420	61.4	%
Retail (c)	2,928,981	26.3	%	2,928,981	23.9	%
Total Shares Outstanding (d)	11,146,054	100.0	%	12,277,386	100.0	%

(a) Fully diluted shares assumes conversion of outstanding stock options that were exercisable within 60 days of March 24, 2003 per Proxy Statement dated April 14, 2003.

(b) Per Proxy Statement dated April 14, 2003.

(c) Per FactSet as of October 6, 2003.

(d) Per 10-Q for quarter ending June 30, 2003.

14

CASTLE OVERVIEW

CASTLE STOCK PERFORMANCE—LATEST TWELVE MONTHS

Trading Statistics

Current	$	9.31
3 Month Avg.		9.11
6 Month Avg.		7.53
Average—LTM		6.81
High—LTM		9.89
Low—LTM		4.11
Avg Vol.—LTM		48.656

Source: FactSet as of October 6, 2003.

15

CASTLE OVERVIEW

HISTORICAL STOCK PRICE PERFORMANCE—LATEST TWELVE MONTHS

Source: FactSet as of October 6, 2003.

Note: All prices are indexed and market cap weighted.

Note: Comparable Company Index includes NICE, WITS, ASPT, APRS, ININ and PKSI.

16

CASTLE OVERVIEW

CASTLE HISTORICAL TRADING PERFORMANCE^(a)

Avg. Close.	$6.81
Avg. Volume:	48,656
Avg. $/Day:	$316,409
Total Volume:	12,309,871
Shares O/S:	11,146,054

(a) Data as per FactSet as of October 6, 2003.

17

CASTLE OVERVIEW

ANNUAL HISTORICAL AND PROJECTED FINANCIAL SUMMARY^(a)

(a) Historical data as per Castle SEC filings on forms 10-K and 10-Q. Projected financial information, including Q3 2003, per management of Castle as of October 6, 2003; SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

(b) Historical pro forma results include amortization from 2002 acquisition, but exclude other non-recurring charges.

18

CASTLE OVERVIEW

FINANCIAL REVIEW

Historical and Projected Financial Information^(a)

(US$ in millions, except per share data)

	CY 2001A			CY 2002A			CY 2003E			CY 2004E
Total revenue	$	94.9		$	99.5		$	107.8		$	116.0
Gross Margin		60.3			63.2			66.4			74.3
EBIT(b)		(1.4	)		0.6			4.3			6.8
EBITDA		2.5			6.8			10.2			12.8
Net Income		1.3			1.1			3.7			5.7
EPS	$	0.10		$	0.09		$	0.31		$	0.46
Revenue growth rate (Y/Y)		(0	)%		5	%		8	%		8	%
Gross margin		64	%		64	%		62	%		64	%
Operating margin		(1	)%		1	%		4	%		6	%
Net Income		1	%		1	%		3	%		5	%

Summary Balance Sheet^(a)

(US$ in millions)

	12/31/01		12/31/02		6/30/03
Cash	$	67.9	$	35.1	$	27.2
Debt		0.0		0.6		0.4
Stockholders Equity		70.5		57.6		56.1

(a) Historical data as per Castle SEC filings on forms 10-K and 10-Q. Projected financial information, including Q3 2003, per management of Castle as of October 6, 2003. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

(b) Includes amortization of purchased intangible assets from 2002 acquisition, but excludes other non-recurring charges.

19

VALUATION CONSIDERATIONS

20

VALUATION CONSIDERATIONS

IMPLIED MULTIPLES VS. COMPARABLE COMPANY TRADING MULTIPLES ^(a)

(a) Stock price data as of October 6, 2003.

21

VALUATION CONSIDERATIONS

COMPARABLE COMPANY ANALYSIS—MARKET DATA

Comparable Company Analysis

(US$ in millions, except per share data)

Company (Quarter as of)	Enterprise Value(a)		Net Cash		Market Value(a)		Enterprise Value as a Multiple of:																P/E
							Revenues								EBITDA
							LQA		LTM		CY03E(b)		CY04E(b)		LQA		LTM		CY03E(b)		CY04E(b)		CY03E(b)		CY04E(b)
Aspect Communications (06/03) (c)	$	644	$	56	$	699	1.8	x	1.8	x	1.8	x	1.8	x	8.1	x	10.1	x	8.9	x	8.8	x	26.0	x	24.6	x
NICE(06/03) (d)		245		87		332	1.1		1.2		1.0		0.9		9.1		13.1		6.7		5.2		22.9		17.8
Witness Systems (06/03) (e)		75		40		115	0.6		0.6		0.6		0.7		NM		NM		NM		9.5		NM		39.2
Interactive Intelligence (06/03) (d)		34		15		49	0.7		0.7		0.7		0.6		NM		28.5	(f)	12.3	(f)	10.1	(f)	NM		NM
Primus Knowledge Solutions (06/03)		23		11		34	1.5		1.2		NA		NA		NM		NM		NA		NA		NA		NA
Apropos Technology (06/03) (d)		10		39		49	0.5		0.5		0.5		NA		NM		NM		NM		NA		NM		NA
High							1.8	x	1.8	x	1.8	x	1.8	x	9.1	x	13.1	x	8.9	x	9.5	x	26.0	x	39.2	x
Mean							1.0	x	1.0	x	0.9	x	1.0	x	8.6	x	11.6	x	7.8	x	7.8	x	24.5	x	27.2	x
Median							0.9	x	0.9	x	0.7	x	0.8	x	8.6	x	11.6	x	7.8	x	8.8	x	24.5	x	24.6	x
Low							0.5	x	0.5	x	0.5	x	0.6	x	8.1	x	10.1	x	6.7	x	5.2	x	22.9	x	17.8	x
Castle (09/03) @ ($12.00) (g)	$	117	$	29	$	145	1.1	x	1.1	x	1.1	x	1.0	x	11.5	x	13.5	x	11.5	x	9.1	x	28.2	x	21.0	x

(a) Enterprise value equal to market cap. plus net debt; as of October 6, 2003.

(b) Estimates from SG Cowen where available, otherwise FirstCall or Wall Street research.

(c) Aspect Communications market cap assumes conversion of convertible preferred equity.

(d) Projected EBITDA based on Wall Street research estimated operating income plus depreciation and amortization calculated based on LTM percent of revenue.

(e) Witness Systems historical results shown pro forma for the Erytel acquisition.

(f) Excluded from summary statistics (mean, median, high and low) calculations.

(g) Projected financial information, including Q3 2003, per management of Castle as of October 6, 2003, adjusted to exclude amortization related to 2002 acquisition. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

22

VALUATION CONSIDERATIONS

COMPARABLE COMPANY ANALYSIS—OPERATING DATA

Comparable Company Analysis

(US$ in millions, except per share data)

Company	Revenues								Operating Statistics EBITDA											LTM Margins				Revenue Growth
	LQA		LTM		CY03E(a)		CY04E(a)		LQA			LTM			CY03E(a)			CY04E(a)		Gross		Oper.		’02A/ ’03E(a)		’03E/ ’04E(a)
Aspect Communications	$	358	$	367	$	355	$	358	$	79		$	63		$	73		$	73	56	%	10	%	(10	)%	1	%
NICE (b)		225		198		236		276		27			19			37			47	50	%	0	%	45	%	17	%
Witness Systems (c)		117		135		116		112		0			(11	)		(7	)		8	65	%	(13	)%	(18	)%	(4	)%
Interactive Intelligence (b)		48		50		51		53		(0	)		1			3			3	72	%	(8	)%	7	%	4	%
Primus Knowledge Solutions		15		20		NA		NA		(9	)		(4	)		NA			NA	75	%	(31	)%	NA		NA
Apropos Technology (b)		19		20		19		NA		(5	)		(9	)		(3	)		NA	72	%	(50	)%	(8	)%	NA
High																				75	%	10	%	45	%	17	%
Mean																				65	%	(15	)%	3	%	5	%
Median																				69	%	(10	)%	(8	)%	3	%
Low																				50	%	(50	)%	(18	)%	(4	)%
Castle (d)	$	109	$	105	$	108	$	116	$	10		$	9		$	10		$	13	61	%	4	%	8	%	8	%

(a) Estimates from SG Cowen where available, otherwise FirstCall or Wall Street research.

(b) Projected EBITDA based on Wall Street research estimated operating income plus depreciation and amortization calculated based on LTM percent of revenue.

(c) Witness Systems historical results shown pro forma for the Erytel acquisition.

(d) Projected financial information, including Q3 2003, per management of Castle as of October 6, 2003. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

23

VALUATION CONSIDERATIONS

IMPLIED MULTIPLES VS. SELECTED M&A TRANSACTIONS

(a) Based on precedent call center software transactions (see page 25).

(b) Based on LTM public software transactions (see page 26).

24

VALUATION CONSIDERATIONS

PRECEDENT TRANSACTIONS—CALL CENTER SOFTWARE

Precedent Transaction Analysis^(a)

(US$ in millions, except per share data)

Announce Date	Target/ Acquiror	Target Description	Announced Ent. Value(b)			Ent. Value/ LTM REVs		Premium
								1-Day		30-Day		90-Day
04/24/03	SpeechWorks International/ ScanSoft	Provider of speech technologies and services	$	128		3.3	x	85	%	85	%	104	%
02/26/03	Eyretel/Witness Systems	Provider of high-volume recording solutions		23		0.3	x	20	%	133	%	104	%
11/06/02	Syntellect/Enghouse Systems	Provider of self-service speech solutions		8		0.2	x	243	%	167	%	132	%
07/31/02	Thales Contact Solutions/Nice Systems	Developer of customer facing Call Center technology		56		0.8	x	NA		NA		NA
05/29/02	Telera/Alcatel	Provider of a voice web application platform		106		NA		NA		NA		NA
03/12/02	Delano Technology/divine	Provider e-business interaction software		23		1.3	x	6	%	(11	)%	(1	)%
01/10/02	Cellit/Davox	Developer of inbound call center software		18		3.2	x	NA		NA		NA
04/09/01	Broadbase Software/Kana Communications	Provider of critical e-commerce infrastructure		(53	)	NM		28	%	(61	)%	(81	)%
07/09/01	eShare/Divine	Provider of Customer Interaction Management solutions		49		0.6	x	126	%	129	%	285	%
HIGH						3.3	x	243	%	167	%	285	%
MEAN						1.4		85	%	74	%	91	%
MEDIAN						0.8		56	%	107	%	104	%
LOW						0.2		6	%	(61	)%	(81	)%
Castle @ Deal			$	117		1.1	x	29	%	31	%	35	%

(a) Source: SEC filings, company press releases and Wall Street research.

(b) Enterprise value equals market value minus net cash.

25

VALUATION CONSIDERATIONS

PREMIUMS ANALYSIS—LTM SOFTWARE TRANSACTION $50 TO $250 MILLION

Premiums Analysis—Software Transactions $50 to $250 Million^(a)

(US$ in millions, except per share data)

	Date Ann.	Target Name	Acquiror Name	Consideration	Value(b)		1-Day Prem.		30-Day Prem.		90-Day Prem.
1	09/ 09/ 03	Lightspan	PLATO Learning	Stock	$	167	38	%	63	%	27	%
2	08/ 06/ 03	iManage	Interwoven	Cash and Stock		108	24	%	26	%	68	%
3	08/ 04/ 03	Mercator Software	Ascential Software	Cash		115	22	%	97	%	114	%
4	07/ 23/ 03	Brio Software	Hyperion	Cash and Stock		142	27	%	58	%	108	%
5	07/ 16/ 03	Timberline	Sage Group	Cash		104	33	%	41	%	68	%
6	07/ 10/ 03	Sherwood International	Sungard Data Systems	Cash		106	10	%	21	%	63	%
7	06/ 26/ 03	Triple G Systems Group Inc	GE Medical Systems	Cash		55	15	%	6	%	65	%
8	06/ 23/ 03	Comshare Inc	Geac Computer Corp Ltd	Cash		51	26	%	37	%	116	%
9	06/ 06/ 03	Corel Corp	Vector Capital	Cash		96	10	%	17	%	29	%
10	04/ 24/ 03	SpeechWorks International	ScanSoft	Stock		166	85	%	85	%	104	%
11	04/ 03/ 03	Elite Information Group	Thomson	Cash		122	40	%	43	%	49	%
12	02/ 05/ 03	H.T.E.	SunGard Data Systems	Cash		122	48	%	43	%	69	%
13	01/ 22/ 03	Resonate	GTG Acquisition Corp	Cash		53	7	%	50	%	59	%
14	01/ 21/ 03	Caminus	SunGard Data Systems	Cash		154	260	%	235	%	362	%
15	01/ 13/ 03	Numerical Technologies	Synopsys	Cash		239	89	%	126	%	106	%
16	12/ 23/ 02	Inktomi	Yahoo	Cash		249	41	%	30	%	334	%
17	11/ 08/ 02	Prophet 21	Investor Group	Cash		68	25	%	40	%	34	%
18	10/ 28/ 02	Infinium Software	SSA Global Technologies	Cash		105	21	%	49	%	39	%
			HIGH				260	%	235	%	362	%
			MEAN				46	%	59	%	101	%
			MEDIAN				27	%	43	%	68	%
			LOW				7	%	6	%	27	%
			Castle @ Deal				29	%	31	%	35	%

(a) Based on acquisitions of public software companies with and announced enterprise value between $ 50MM and $250MM during the last twelve months.

(b) Transaction value per SDC.

26

VALUATION CONSIDERATIONS

PREMIUMS ANALYSIS

Source: FactSet as of October 6, 2003.

27

VALUATION CONSIDERATIONS

DISCOUNTED CASH FLOW ANALYSIS—SUMMARY

28

VALUATION CONSIDERATIONS

EBITDA DISCOUNTED CASH FLOW ANALYSIS—SENSITIVITY^(a)

Present Value of Enterprise

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	109.8	$	124.2	$	138.7
15.0%		99.3		112.2		125.1
17.5%		90.2		101.7		113.2

Present Value of Equity

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	138.3	$	152.8	$	167.3
15.0%		127.9		140.8		153.7
17.5%		118.7		130.2		141.8

Implied Perpetual Growth Rate

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	0.1	%	2.2	%	3.7	%
15.0%	2.6	%	4.7	%	6.2	%
17.5%	5.1	%	7.2	%	8.7	%

Present Value of Equity Per Share

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	11.43	$	12.62	$	13.82
15.0%		10.57		11.63		12.70
17.5%		9.81		10.76		11.71

(a) Discount rates are based on a range of rates around the weighted average cost of capital (WACC) of a set of comparable companies.

29

VALUATION CONSIDERATIONS

EBITDA DISCOUNTED CASH FLOW ANALYSIS

Preliminary Discounted Cash Flow Analysis^(a)(b)

(US$ in millions, except per share data)

	Historical					Projected																		CAGR (2003-2008)
Fiscal Years ending December 31,	2001			2002		2003			2004			2005			2006			2007			2008
Net Sales	$	94.9		$	99.5	$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		7.5	%
EBITDA		2.5			6.8		10.2			12.8			16.3			18.3			22.5			26.8		21.4	%
EBIT		(1.4	)		0.6		4.3			6.8			11.2			15.3			19.5			23.8		41.1	%
Less: Taxes		0.1			0.4		1.2			1.9			4.2			6.0			7.6			9.3
EBIAT(c)		(1.5	)		0.3		3.0			4.9			7.1			9.3			11.9			14.5
Plus: Depreciation and Amortization							5.9			6.0			5.0			3.0			3.0			3.0
Less: Capital Expenditures							(3.2	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)
Less: Increase in Working Capital							(1.3	)		0.1			0.5			0.4			0.5			0.5
Unlevered Free Cash Flow(d)							1.1			7.9			9.6			9.7			12.3			15.0

Discount Rate (e)	12.5%									15.0%									17.5%
Assumed Terminal EBITDA Multiple	5.0x			6.0x			7.0x			5.0x			6.0x			7.0x			5.0x			6.0x			7.0x
Terminal Year EBITDA	$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8
Terminal Value		134.2			161.1			187.9			134.2			161.1			187.9			134.2			161.1			187.9
PV of Terminal Value		72.3			86.8			101.3			64.4			77.3			90.2			57.6			69.1			80.6
PV of Free Cash Flows		37.4			37.4			37.4			34.9			34.9			34.9			32.6			32.6			32.6
Implied Enterprise Value	$	109.8		$	124.2		$	138.7		$	99.3		$	112.2		$	125.1		$	90.2		$	101.7		$	113.2
Less: Total Debt(f)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)
Plus: Cash & Equivalents(f)		28.8			28.8			28.8			28.8			28.8			28.8			28.8			28.8			28.8
Implied Equity Value	$	138.3		$	152.8		$	167.3		$	127.9		$	140.8		$	153.7		$	118.7		$	130.2		$	141.8
Equity Value per Diluted Share	$	11.43		$	12.62		$	13.82		$	10.57		$	11.63		$	12.70		$	9.81		$	10.76		$	11.71

(a) Valuation date is 9/30/03. Cash flows discounted to present applying the full year convention

(b) 2003 to 2008 per management estimates as of October 6, 2003.

(c) EBIAT is defined as earnings before interest after tax.

(d) 2003 free cash flow has been pro rated for portion of fiscal year remaining from the valuation date of 9/30/03.

(e) Based on weighted average cost of capital of comparable companies.

(f) Per balance sheet dated 9/30/03.

30

VALUATION CONSIDERATIONS

REVENUE DISCOUNTED CASH FLOW ANALYSIS—SENSIVITY^(a)

Present Value of Enterprise

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	95.7	$	112.4	$	129.0
15.0%		86.8		101.7		116.5
17.5%		79.0		92.2		105.5

Present Value of Equity

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	124.3	$	140.9	$	157.6
15.0%		115.4		130.2		145.0
17.5%		107.5		120.8		134.0

Implied Perpetual Growth Rate

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	(2.9	)%	0.6	%	2.7	%
15.0%	(0.4	)%	3.1	%	5.2	%
17.5%	2.1	%	5.6	%	7.7	%

Present Value of Equity Per Share

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	10.27	$	11.64	$	13.02
15.0%		9.53		10.76		11.98
17.5%		8.88		9.98		11.07

(a) Discount rates are based on a range of rates around the weighted average cost of capital (WACC) of a set of comparable companies.

31

VALUATION CONSIDERATIONS

REVENUE DISCOUNTED CASH FLOW ANALYSIS

Preliminary Discounted Cash Flow Analysis^(a)(b)

(US$ in millions, except per share data)

Fiscal Years ending December 31,	Historical					Projected																		CAGR (2003-2008)
	2001			2002		2003			2004			2005			2006			2007			2008
Net Sales	$	94.9		$	99.5	$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		7.5	%
EBITDA		2.5			6.8		10.2			12.8			16.3			18.3			22.5			26.8		21.4	%
EBIT		(1.4	)		0.6		4.3			6.8			11.2			15.3			19.5			23.8		41.1	%
Less: Taxes		0.1			0.4		1.2			1.9			4.2			6.0			7.6			9.3
EBIAT(c)		(1.5	)		0.3		3.0			4.9			7.1			9.3			11.9			14.5
Plus: Depreciation and Amortization							5.9			6.0			5.0			3.0			3.0			3.0
Less: Capital Expenditures							(3.2	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)
Less: Increase in Working Capital							(1.3	)		0.1			0.5			0.4			0.5			0.5
Unlevered Free Cash Flow(d)							1.1			7.9			9.6			9.7			12.3			15.0

Discount Rate (e) Assumed Terminal Revenue Multiple	12.5%									15.0%									17.5%
	0.7x			0.9x			1.1x			0.7x			0.9x			1.1x			0.7x			0.9x			1.1x
Terminal Year Revenue	$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5
Terminal Value		108.1			139.0			169.9			108.1			139.0			169.9			108.1			139.0			169.9
PV of Terminal Value		58.3			74.9			91.6			51.9			66.8			81.6			46.4			59.6			72.9
PV of Free Cash Flows		37.4			37.4			37.4			34.9			34.9			34.9			32.6			32.6			32.6
Implied Enterprise Value	$	95.7		$	112.4		$	129.0		$	86.8		$	101.7		$	116.5		$	79.0		$	92.2		$	105.5
Less: Total Debt(f)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)
Plus: Cash & Equivalents(f)		28.8			28.8			28.8			28.8			28.8			28.8			28.8			28.8			28.8
Implied Equity Value	$	124.3		$	140.9		$	157.6		$	115.4		$	130.2		$	145.0		$	107.5		$	120.8		$	134.0
Equity Value per Diluted Share	$	10.27		$	11.64		$	13.02		$	9.53		$	10.76		$	11.98		$	8.88		$	9.98		$	11.07

(a) Valuation date is 9/30/03. Cash flows discounted to present applying the full year convention.

(b) 2003 to 2008 per management estimates as of October 6, 2003.

(c) EBIAT is defined as earnings before interest after tax.

(d) 2003 free cash flow has been pro rated for portion of fiscal year remaining from the valuation date of 9/30/03.

(e) Based on weighted average cost of capital of comparable companies.

(f) Per balance sheet dated 9/30/03.

32

DISCOUNTED CASH FLOW—CASTLE PROJECTIONS

Income Statement Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Revenues	$	95.2		$	94.9		$	99.5		$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5
%Growth		2.4	%		(0.3	)%		4.8	%		8.4	%		7.6	%		7.3	%		7.4	%		7.5	%		7.5	%
EBITDA	$	6.6		$	2.5		$	6.8		$	10.2		$	12.8		$	16.3		$	18.3		$	22.5		$	26.8
%of Revenues		7.0	%		2.6	%		6.8	%		9.4	%		11.0	%		13.1	%		13.7	%		15.6	%		17.4	%
EBIT	$	2.7		$	(1.4	)	$	0.6		$	4.3		$	6.8		$	11.2		$	15.3		$	19.5		$	23.8
%of Revenues		2.8	%		(1.4	)%		0.6	%		4.0	%		5.8	%		9.0	%		11.4	%		13.5	%		15.4	%
Net Income	$	4.6		$	1.3		$	1.1		$	3.7		$	5.7		$	8.5		$	11.1		$	14.1		$	17.3
%of Revenues		4.9	%		1.3	%		1.1	%		3.4	%		4.9	%		6.8	%		8.3	%		9.8	%		11.2	%

Cash Flow Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Capital Expenditures	$	1.0		$	2.9		$	4.1		$	3.2		$	3.0		$	3.0		$	3.0		$	3.0		$	3.0
%of Revenues		1.1	%		3.1	%		4.1	%		3.0	%		2.6	%		2.4	%		2.2	%		2.1	%		1.9	%
Depreciation and Amortization	$	4.0		$	3.8		$	6.1		$	5.9		$	6.0		$	5.0		$	3.0		$	3.0		$	3.0
%of Revenues		4.2	%		4.0	%		6.2	%		5.5	%		5.2	%		4.0	%		2.2	%		2.1	%		1.9	%
Changes in Working Capital	$	(5.1	)	$	2.6		$	(1.2	)	$	1.3		$	(0.1	)	$	(0.5	)	$	(0.4	)	$	(0.5	)	$	(0.5	)
%of Change in Revenues		(227.2	)%		2.8	%		(25.6	)%		15.8	%		(0.9	)%		(6.0	)%		(4.1	)%		(4.5	)%		(4.4	)%
Free Cash Flow	$	8.6		$	1.8		$	3.5		$	4.4		$	7.9		$	9.6		$	9.7		$	12.3		$	15.0
%of Revenues		9.0	%		1.9	%		3.5	%		4.1	%		6.9	%		7.7	%		7.2	%		8.6	%		9.7	%

(a) CY2000-2002 per public filings; 2003 to 2008 per management estimates as of October 6, 2003.

33

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION

WACC

	Comparables
A. Cost of Debt (Kd)
Estimated Cost of Borrowing (1)		7.5	%
Tax Rate (2)		35.0	%
	Kd=	4.88	%
B. Cost of Equity (Ke)
Risk Free Rate (5 Year Treasuries) (3)		3.1	%
Beta (4)		1.17
Market Risk Premium (5)		10.5	%
	Ke=(6)	15.41	%
C. Weighted Average Cost of Capital (K)
Industry/Company Debt to Capitalization Ratio (7)		3.4	%
Implicit Equity to Capitalization Ratio		96.6	%
	K=	15.05	%

(1) SG Cowen estimate

(2) Per Castle management

(3) 5-year treasury yield as of October 6, 2003

(4) Beta equals relevered average of unlevered industry betas; Source: Bloomberg Raw Betas as of October 6, 2003.

(5) Based on Ibbotson research, (7% long-horizon equity risk premium + 3.53% micro-cap premium)

(6) Ke equals risk free rate plus the product of beta and market premium

(7) Industry debt/cap ratio derived from comparable companies

34

LEVERAGED BUYOUT TRANSACTION SUMMARY^(a)

CASTLE MBO Sources and Uses of Funds

(Dollars in millions)

Assumes Transaction Closes 12/31/03

Sources			% of Total
Cash		28.8	19.3	%
Revolving Credit		0.0	0.0	%
Senior Notes		35.0	23.5	%
Senior Sub-Debt		0.0	0.0	%
Mgt Rollover		4.6	3.1	%
Preferred Equity		0.0	0.0	%
Common Equity		80.6	54.1	%
Total Sources	$	149.0	100.0	%
Uses			% of Total
Increase in Cash		—	0.0	%
Refinance Debt		0.3	0.2	%
Acquisition of CASTLE Stock		145.2	97.5	%
Transaction Fees		3.5	2.3	%
Total Uses	$	149.0	100.0	%

CASTLE MBO Assumptions

Interest Rates	PIK	Int. Rate			Ownership.
Cash Balances			1.5	%	0.0	%
Revolving Credit			6.5	%	0.0	%
Senior Notes			7.0	%	0.0	%
Senior Sub-Debt			14.0	%	0.0	%
Preferred Equity			10.0	%	0.0	%
Castle Fully-Diluted Shares			12.1
Price per Share		$	12.00
Mgt Equity(b)			0.4		MM Shares
Mgt Rollover as %of Mgt Equity			100	%

Acquisition Multiples

Enterprise Value as a Multiple of
2003E Revenue	1.08	x
2004E Revenue	1.01
2003E EBITDA	11.5	x
2004E EBITDA	9.1

CASTLE Transaction Overview

(Dollars in millions)

Fiscal Year Ending December 31,

			Hist		Projected
			2003		2004			2005			2006			2007			2008			2009			2010			2011			2012			2013
Net Sales			$	107.8	$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		$	169.9		$	186.9		$	205.6		$	226.2		$	248.8
EBITDA				10.2		12.8			16.3			18.3			22.5			26.8			31.3			36.4			42.0			48.3			55.3
Operating Income				4.3		6.8			11.2			15.3			19.5			23.8			28.0			32.7			38.0			43.9			50.4
Total Debt			$	—	$	29.3		$	21.3		$	12.6		$	1.0		$	—		$	—		$	—		$	—		$	—		$	—
Total Net Debt				—		29.3			21.3			12.6			1.0			(13.7	)		(31.2	)		(51.7	)		(75.5	)		(103.2	)		(135.1	)
Total Debt/EBITDA						2.3	x		1.3	x		0.7	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x
Total Debt/EBITDA—Capex						3.0			1.6			0.8			0.1			0.0			0.0			0.0			0.0			0.0			0.0
EBITDA/Cash Interest Expense						5.2			7.9			12.3			25.4			NM			NM			NM			NM			NM			NM
EBITDA—Cap. Ex./Cash Interest						4.0			6.5			10.3			22.0			NM			NM			NM			NM			NM			NM
Senior Debt/Total Capitalization						25.0	%		18.6	%		11.1	%		0.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Senior Debt/Initial Senior Debt						83.8	%		60.8	%		36.1	%		3.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total Debt/Total Capitalization						25.0	%		18.6	%		11.1	%		0.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Returns to Senior Notes
EBITDA Exit Multiple:	5.0	x				7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%
	6.0					7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%
	7.0					7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%		7.0	%
Returns to Common Equity
EBITDA Exit Multiple:	5.0	x				-16.1	%		-2.6	%		6.9	%		11.7	%		14.1	%		15.5	%		16.3	%		16.8	%		17.1	%		NM
	6.0					-5.4	%		4.4	%		11.9	%		15.5	%		17.1	%		17.9	%		18.3	%		18.5	%		18.5	%		NM
	7.0					4.2	%		10.6	%		16.4	%		18.8	%		19.7	%		20.1	%		20.1	%		20.0	%		19.9	%		NM

(a) Based on capitalization assumptions set forth in Guard’s offer dated July 28, 2003 with interest assumptions per SG Cowen.

(b) Management equity based on options to purchase shares of Castle held by messrs. Foy, Provenzano, Breslauer and Tellez and $2 million of Mr. Asen’s holdings using the treasury stock method.

35

APPENDIX

36

FORM OF SG COWEN FAIRNESS OPINION

37

EX-99.C.3

Exhibit (c)(3)

CONFIDENTIAL

Project Castle

Fairness Opinion Presentation to the Special Committee of the Board of Directors

September 26, 2003

INTRODUCTION

The following materials were prepared solely for discussion at the meeting of the Special Committee of the Board of Directors of Castle (“Company”) scheduled for September 26, 2003.

In preparing this presentation, we have, with your consent, relied upon information provided by the Company, Moat and Guard and other publicly available information. We have not independently verified any of such information, and have relied on it being complete and accurate in all material respects.

Please note that this presentation is based on the business and operations of Castle as represented to us as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. SG Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by us in connection herewith.

The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Special Committee of the Board of Directors of the Company in its consideration of the proposed transaction, and may not be used for any other purpose or be discussed, reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without our prior written consent. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of the Company or any other person.

This presentation is subject to the assumptions, qualifications and limitations set forth herein and in the form of our fairness opinion letter, included as an appendix to this presentation, and does not constitute a recommendation by SG Cowen to the Board of Directors or shareholders of the Company on how to vote with respect to the proposed transaction.

1

TABLE OF CONTENTS

1.	EXECUTIVE SUMMARY
2.	CASTLE OVERVIEW
3.	VALUATION CONSIDERATIONS
APPENDIX
	A.	Form of SG Cowen Fairness Opinion

2

EXECUTIVE SUMMARY

3

EXECUTIVE SUMMARY

TRANSACTION OVERVIEW

Structure	•	Bridge, a wholly owned subsidiary of Moat, to be merged with and into Castle, with Castle as the surviving corporation
Consideration	•	Castle shareholders to exchange each outstanding share of Castle stock for $12.00 per share or an aggregate of $145.2 million based on 12.1 million common shares outstanding of Castle using the treasury stock method(a)
		•	No less than $16 million of such consideration shall be provided by Castle
		•	Outstanding shares of Castle and options to purchase shares of Castle held by certain members of Castle management to be converted into shares of Moat and options to purchase shares of Moat, respectively(b)
Financing	•	Guard represents that Moat will have sufficient funds to consummate the transaction
		•	There is no financing condition

(a) The total shares outstanding consist of 11.146 million primary common shares outstanding and 0.958 million common shares from options using the treasury stock method.

(b) Such members of management include messrs. Foy and Provenzano and may also include Mr. Asen; for the purposes of this analysis, SG Cowen has assumed that such Moat shares and options to purchase Moat shares have an equivalent value to the value otherwise payable to such share and option holders pursuant to the Merger Agreement.

4

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Treatment of Options	•	Generally, options to purchase Castle stock shall be accelerated and converted into the right to receive an amount in cash equal to the difference between $12.00 and the exercise price of such option.
	•	Options to purchase Castle stock held by certain members of Castle management(b) shall be converted into the right to receive Moat options with an equivalent embedded value.
Non-Solicitation Provision	•	Castle may not solicit or negotiate other acquisition proposals, or enter into an agreement with respect to other acquisition proposals, subject to a fiduciary out for unsolicited bona fide acquisition proposals (each an “Acquisition Proposal”) to the extent (i) the Board of Directors or the Special Committee determines in good faith after consultation with counsel that failing to take such action is inconsistent with their fiduciary duties, (ii) the Acquisition Proposal is reasonably likely to lead to a written proposal that is more favorable from a financial point of view, reasonably capable of being consummated in a timely manner (including financing), and of a nature that not accepting it would be inconsistent with their fiduciary duties, and (iii) prior to furnishing information to the source of the proposal, the Company enters into a confidentiality agreement with terms no less favorable to the Company than the agreement entered into with Guard.
	•	Castle has a duty to promptly notify Moat of any Acquisition Proposals and keep Moat materially informed of the status of such Acquisition Proposal.

(a) Based on draft Agreement and Plan of Merger, dated September 25, 2003 (the “Merger Agreement”).

(b) Such members of management include messrs. Foy, Provenzano and potentially Mr. Asen.

5

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Termination	•	The Agreement may be terminated under the following circumstances.
	•	Mutual written consent of Castle and Moat.
	•	By Castle or Moat to the extent that (i) the merger is prohibited by any law or government order, (ii) the merger has not been consummated by March 15, 2004, except by either party to the extent the merger has not been consummated due to their failure to perform any covenant or obligation under the Agreement, or (iii) the Castle shareholders fail to approve the merger.
	•	By Moat to the extent that (i) Castle breaches the Agreement and such breach is not cured within 10 day’s notice thereof, or (ii) the Board of Directors or Special Committee of Castle withdraws its recommendation of the merger, or approves or recommends any other Acquisition Proposal.
	•	By Castle to the extent that (i) Moat breaches the Agreement and such breach is not cured within 10 day’s of notice thereof, or (ii) pursuant to the fiduciary obligations of the Board of Directors as set forth above.
Termination Fee and Expenses	•	Each party is responsible for its own expenses.
	•	Termination fee equal to 2.2% of the fully diluted equity value transaction or $3.2 million based on 12.1 million common shares outstanding of Castle using the treasury stock method.
	•	Termination fee payable to the extent that the agreement is terminated (i) by Castle pursuant to the fiduciary obligations of the Board of Directors, or (ii) by Moat pursuant to its rights set forth above, and Castle closes a transaction pursuant to a prior Acquisition Proposal within 180 days thereafter.

(a) Based on draft Agreement and Plan of Merger, dated September 25, 2003 (the “Merger Agreement”).

6

EXECUTIVE SUMMARY

OTHER KEY TRANSACTION TERMS^(a)

Transaction Considerations	Comments
Conditions to Closing	•	Conditions to Castle and Moat’s obligations: (i) Castle shareholder approval, (ii) absence of any governmental prohibition, and (iii) expiration of any required waiting period under HSR.
	•	Conditions to Moat’s obligations: (i) Castle representations and warranties are true and correct other than to the extent any breach does not cause a Company Material Adverse Effect (other than representations and warranties related to performance obligations under the agreement, Castle’s capitalization, transaction expenses and indebtedness), (ii) Castle shall have performed all material obligations under the Merger Agreement, (iii) certain members of management of Castle shall have rolled over their Castle shares(b), (iv) no Material Company Adverse Effect shall have occurred, (v) no pending litigation prohibiting the merger, (vi) no more than 7% of Castle’s shareholders shall have exercised dissenters rights, (vii) receipt of customary officers’ certificates, and (viii) receipt of director resignations. A “Company Material Adverse Effect” includes any effect that (i) is materially adverse to the business, financial condition or results of operations of Castle other than any Excluded Matters, or (ii) prevents or materially delays Castle from performing its obligations under the agreement or consummating the merger. “Excluded Matters” includes (i) general changes in economic conditions or the software industry, (ii) a change in the market price or trading volume of Castle shares or financial markets generally, (iii) any force majeur, (iv) changes resulting from the public announcement of the agreement, (v) any action agreed to by Moat and Castle, (vi) any change in accounting rules, or (vii) any change resulting from a breach of the Agreement by Moat.
	•	Conditions to Castle’s obligations: (i) Moat representations are true and correct other than to the extent any breach does not cause a Purchaser Material Adverse Effect, (ii) Moat has performed all material obligations under the Agreement, and (iii) receipt of customary officers’ certificates. “Purchaser Material Adverse Effect” includes any effect that prevents or materially delays Moat from performing its obligations under the agreement or consummating the merger.
Closing	•	Within three business days of satisfaction of the conditions to closing.
D&O Insurance	•	Prior to closing, Castle shall procure a “tail” directors’ and officers’ liability insurance policy with terms and conditions reasonably satisfactory to the board of directors so long as the cost does not exceed a cap to be determined prior to signing the Merger Agreement.

(a) Based on draft Agreement and Plan of Merger, dated September 25, 2003 (the “Merger Agreement”).

(b) Such members of management include messrs. Foy, Provenzano and potentially Mr. Asen.

7

EXECUTIVE SUMMARY

TRANSACTION STATISTICS

Transaction Value(a)
Offer Price per Share	$	12.00
Total Equity Value to Castle’s Shareholders(b)	$	145.2
Net Cash	$	26.8
Net Transaction Value (Enterprise Value)	$	118.5

Transaction Multiples
	Statistic		Multiple
LQA Revenue	$	105.1	1.1	x
LTM Revenue		103.3	1.1
2003E Revenue		107.8	1.1
2004E Revenue		116.0	1.0
LQA EBITDA	$	8.9	13.2	x
LTM EBITDA		8.2	14.4
2003E EBITDA		10.2	11.7
2004E EBITDA		12.8	9.3
LQA Net Income	$	3.9	30.2	x
LTM Net Income		3.7	31.8
2003E Net Income		5.0	23.6
2004E Net Income		7.0	16.9
Premiums Paid
	Price		Premium
Castle Spot Price as of 09/25/03	$	9.16	31	%
Castle Price One Week Prior		9.40	28	%
Castle Price One Month Prior		9.30	29	%
Castle Price Three Months Prior		7.70	56	%

(a) US$ in millions, other than per share amounts.

(b) Total equity value based on 11.146 million primary shares outstanding and 0.958 million common shares outstanding from options using the treasury stock method.

8

EXECUTIVE SUMMARY

ANTICIPATED TIMELINE TO CLOSE

Next Steps and Timing

Action	Approximate Best Case Timing
Signing of Definitive Agreement	September 26, 2003
Announce Signing of Merger Agreement	September 29, 2003
File Proxy materials with SEC	Week of October 13, 2003
	SEC Review	No SEC Review
Receive SEC clearance	Week of November 24, 2003	Week of October 27, 2003
Mail Proxy Statement to Castle Stockholders	Week of November 24, 2003	Week of October 27, 2003
Castle Stockholders’ Meeting	Week of December 23, 2003	Week of November 24, 2003
Closing	Week of December 23, 2003	Week of November 24, 2003

9

CASTLE OVERVIEW

10

CASTLE OVERVIEW

CASTLE OVERVIEW ^(a)

Business Description

• Provider of customer interaction management (CIM) solutions

• Core products help companies effectively manage customer interactions via voice, email, the Web and fax

• Acquisition of Cellit in January 2002 increased inbound market capabilities

Sales and Marketing

• The company licenses and sells its products through a network of distributors and resellers as well as a direct sales force

Customers

• Castle solutions are used by more than 1,200 companies worldwide

• Customer verticals include financial institutions, telecommunications, utilities, healthcare and retailers

Representative Historical Customers

Advanta	British Telecom	New Century Financial Corp.	Volkswagen
American Express	Cigna	Pitney Bowes	Wells Fargo
AT&T	Discover	Prudential Financial	Williams Communications
Air Jamaica Vacations	FleetBoston Financial	Sprint	Xerox Limited
Blue Shield of California	GE Capital	Time Warner Cable
BMW	Household Finance Corp.	United Parcel Service

(a) Source: Castle Website and Form 10-K for the period ended December 31, 2002.

11

CASTLE OVERVIEW

CASTLE OVERVIEW (CONTINUED)

Selected Product Summary ^(a)

Product/Description

EnsemblePro—Combines the best functionality from all of Castle’s products together in a single unified solution. Designed from the ground up to incorporate the broad multimedia functionality required by today’s contact centers—including ACD, predictive dialing, IVR, email, web chat and collaboration, universal queuing, recording and reporting—EnsemblePro also offers the ability to connect with and add value to existing contact center point solutions. Its unified nature greatly reduces the complexities traditionally associated with implementing, owning and operating multimedia contact centers

Unison—An industry-leading outbound and blended call management solution designed to automate proactive customer contact activities. It manages outbound and blended calling campaigns, and provides high-productivity tools to increase the number of calls handled and the quality of each customer contact

Ensemble—Customer interaction management suite that seamlessly integrates inbound and outbound calling. Ensemble is a modular platform, allowing companies to deploy the product in stages and increase its functionality as their needs expand. The system is designed to leverage a company’s existing investment in telephony and systems infrastructure, while enabling rapid deployment

LYRICall—Castle’s browser-based scripting solution harnesses the power and simplicity of browser technology to deliver robust, platform independent agent screens and scripts. The software links front-line agents with back-office customer information systems, enabling agents to quickly and seamlessly access data to execute successful customer contacts

(a) Source: Castle Website and Form 10-K for the period ended December 31, 2002.

12

CASTLE OVERVIEW

CASTLE MANAGEMENT AND BOARD OF DIRECTORS

Executive Officers

Name	Position
James D. Foy*	President, Chief Executive Officer and Director
Michael J. Provenzano, III*	Vice President, Finance, Chief Financial Officer and Treasurer
Ralph S. Breslauer	Executive Vice President, Sales and Marketing
Alexander Tellez	Executive Vice President, Engineering
Kristina Lengyel	Vice President, Global Technical Services
Mark Donovan	Senior Vice President, Operations and Customer Services

Board of Directors

Name	Age	Position
Alphonse M. Lucchese	67	Chairman
R. Scott Asen*	58	General Partner, AB Associates, LP
Peter Gyenes	57	Chairman and Chief Executive Officer, Ascential Software Corporation

* Indicates that the executive or board member intends to convert his shares of Castle and options to purchase Castle shares into shares of Moat and options to purchase Moat shares. With respect to Asen, Mr. Asen may or may not convert his shares of Castle and options to purchase shares of Castle into shares of Moat and options to purchase Moat shares.

13

CASTLE OVERVIEW

CASTLE SUMMARY OWNERSHIP PROFILE

Ownership by Major Classification

	Primary Shares			Fully Diluted (a)
Share Class/ Owner	Shares	% of Total		Shares	% of Total
Insiders (b)
Alphonse M. Lucchese	132,500	1.2	%	710,206	5.8	%
R. Scott Asen	513,841	4.6	%	540,091	4.4	%
James D. Foy	10,000	0.1	%	235,000	1.9	%
Mark Donovan	5,500	0.0	%	136,124	1.1	%
Other insiders (5 persons)	19,312	0.2	%	321,688	2.6	%
Total Insiders	675,653	6.1	%	1,806,985	14.7	%
Institutional (c)
Husic Capital Management	1,222,046	11.0	%	1,222,046	10.0	%
Neuberger Berman LLC	1,149,965	10.3	%	1,149,965	9.4	%
Shufro, Rose & Co. LLC	707,315	6.3	%	707,315	5.8	%
Disciplined Growth Investors, Inc.	533,900	4.8	%	533,900	4.3	%
Kopp Investment Advisors, Inc.	519,600	4.7	%	519,600	4.2	%
S Squared Technology Corp.	436,300	3.9	%	436,300	3.6	%
Dimensional Fund Advisors, Inc.	391,206	3.5	%	391,206	3.2	%
Other Institutional Investors	2,593,349	23.3	%	2,593,349	21.1	%
Total Institutional Investors	7,553,681	67.8	%	7,553,681	61.5	%
Retail (c)	2,916,720	26.2	%	2,916,720	23.8	%
Total Shares Outstanding (d)	11,146,054	100.0	%	12,277,386	100.0	%

(a) Fully diluted shares assumes conversion of outstanding stock options that were exercisable within 60 days of March 24, 2003 per Proxy Statement dated April 14, 2003.

(b) Per Proxy Statement dated April 14, 2003.

(c) Per FactSet as of September 25, 2003.

(d) Per 10-Q for quarter ending June 30, 2003.

14

CASTLE OVERVIEW

CASTLE STOCK PERFORMANCE—LATEST TWELVE MONTHS

Trading Statistics

Current	$	9.16
3 Month Avg.		9.11
6 Month Avg.		7.33
Average—LTM		6.72
High—LTM		9.89
Low—LTM		4.11
Avg. Vol.—LTM		48,655

Source: FactSet as of September 25, 2003.

15

CASTLE OVERVIEW

HISTORICAL STOCK PRICE PERFORMANCE—LATEST TWELVE MONTHS

Source: FactSet as of September 25, 2003.

Note: All prices are indexed and market cap weighted.

Note: Comparable Company Index includes NICE, WITS, ASPT, APRS, ININ and PKSI.

16

CASTLE OVERVIEW

CASTLE HISTORICAL TRADING PERFORMANCE^(a)

Avg. Close:	$	6.72
Avg. Volume:		48,655
Avg. $/Day:	$	314,505
Total Volume:		12,309,779
Shares O/S:		11,146,054

(a) Data as per FactSet as of September 25, 2003.

17

CASTLE OVERVIEW

ANNUAL HISTORICAL AND PROJECTED FINANCIAL SUMMARY^(a)

(a) Historical data as per Castle SEC filings on forms 10-K and 10-Q. Projected financial information, including Q3 2003, per management of Castle as of September 25, 2003; SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

(b) Historical pro forma results include amortization from 2002 acquisition, but exclude other non-recurring charges.

18

CASTLE OVERVIEW

FINANCIAL REVIEW

Historical and Projected Financial Information^(a)

(US$ in millions, except per share data)

	CY 2001A			CY 2002A			CY 2003E			CY 2004E
Total revenue	$	94.9		$	99.5		$	107.8		$	116.0
Gross Margin		60.3			63.2			66.4			74.3
EBIT(b)		(1.4	)		0.6			4.3			6.8
EBITDA		2.5			6.8			10.2			12.8
Net Income		1.3			1.1			3.7			5.7
EPS	$	0.10		$	0.09		$	0.31		$	0.46
Revenue growth rate (Y/Y)		(0	)%		5	%		8	%		8	%
Gross margin		64	%		64	%		62	%		64	%
Operating margin		(1	)%		1	%		4	%		6	%
Net Income		1	%		1	%		3	%		5	%

Summary Balance Sheet^(a)

(US$ in millions)

	12/31/01		12/31/02		6/30/03
Cash	$	67.9	$	35.1	$	27.2
Debt		0.0		0.6		0.4
Stockholders Equity		70.5		57.6		56.1

(a) Historical data as per Castle SEC filings on forms 10-K and 10-Q. Projected financial information, including Q3 2003, per management of Castle as of September 21, 2003. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

(b) Includes amortization of purchased intangible assets from 2002 acquisition, but excludes other non-recurring charges.

19

VALUATION CONSIDERATIONS

20

VALUATION CONSIDERATIONS

IMPLIED MULTIPLES VS. COMPARABLE COMPANY TRADING MULTIPLES ^(a)

(a) Stock price data as of September 25, 2003.

21

VALUATION CONSIDERATIONS

COMPARABLE COMPANY ANALYSIS—MARKET DATA

Comparable Company Analysis

(US$ in millions, except per share data)

Company (Quarter as of)	Enterprise Value(a)		Net Cash		Market Value(a)		Enterprise Value as a Multiple of:																P/E
							Revenues								EBITDA
							LQA		LTM		CY03E(b)		CY04E(b)		LQA		LTM		CY03E(b)		CY04E(b)		CY03E(b)		CY04E(b)
Aspect Communications (06/03) (c)	$	573	$	56	$	629	1.6	x	1.6	x	1.6	x	1.6	x	7.2	x	9.0	x	7.9	x	7.8	x	23.6	x	22.3	x
NICE(06/03) (d)		248		87		335	1.1		1.3		1.1		0.9		9.2		13.3		6.8		5.3		23.1		18.0
Witness Systems (06/03) (e)		65		40		105	0.6		0.5		0.6		0.6		NM		NM		NM		8.2		NM		35.9
Interactive Intelligence (06/03) (d)		34		15		50	0.7		0.7		0.7		0.6		NM		29.2	(f)	12.6	(f)	10.3	(f)	NM		NM
Primus Knowledge Solutions (06/03)		24		11		35	1.6		1.2		NA		NA		NM		NM		NA		NA		NA		NA
Apropos Technology (06/03) (d)		5		39		45	0.3		0.3		0.3		NA		NM		NM		NM		NA		NM		NA
High							1.6	x	1.6	x	1.6	x	1.6	x	9.2	x	13.3	x	7.9	x	8.2	x	23.6	x	35.9	x
Mean							1.0	x	0.9	x	0.8	x	0.9	x	8.2	x	11.2	x	7.3	x	7.1	x	23.3	x	25.4	x
Median							0.9	x	0.9	x	0.7	x	0.8	x	8.2	x	11.2	x	7.3	x	7.8	x	23.3	x	22.3	x
Low							0.3	x	0.3	x	0.3	x	0.6	x	7.2	x	9.0	x	6.8	x	5.3	x	23.1	x	18.0	x
Castle (06/03) @ ($12.00) (g)	$	118	$	27	$	145	1.1	x	1.1	x	1.1	x	1.0	x	13.2	x	14.4	x	11.7	x	9.3	x	28.2	x	21.0	x

(a) Enterprise value equal to market cap. plus net debt; as of September 25, 2003.

(b) Estimates from SG Cowen where available, otherwise FirstCall or Wall Street research.

(c) Aspect Communications market cap assumes conversion of convertible preferred equity.

(d) Projected EBITDA based on Wall Street research estimated operating income plus depreciation and amortization calculated based on LTM percent of revenue.

(e) Witness Systems historical results shown pro forma for the Erytel acquisition.

(f) Excluded from summary statistics (mean, median, high and low) calculations.

(g) Projected financial information, including Q3 2003, per management of Castle as of September 25, 2003, adjusted to exclude amortization related to 2002 acquisition. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

22

VALUATION CONSIDERATIONS

COMPARABLE COMPANY ANALYSIS—OPERATING DATA

Comparable Company Analysis

(US$ in millions, except per share data)

	Revenues								Operating Statistics EBITDA											LTM Margins				Revenue Growth
Company	LQA		LTM		CY03E(a)		CY04E(a)		LQA			LTM			CY03E(a)			CY04E(a)		Gross		Oper.		’02A/ ’03E(a)		’03E/ ’04E(a)
Aspect Communications	$	358	$	367	$	355	$	358	$	79		$	63		$	73		$	73	56	%	10	%	(10	)%	1	%
NICE(b)		225		198		236		276		27			19			37			47	50	%	0	%	45	%	17	%
Witness Systems (c)		117		135		116		112		0			(11	)		(7	)		8	65	%	(13	)%	(18	)%	(4	)%
Interactive Intelligence (b)		48		50		51		53		(0	)		1			3			3	72	%	(8	)%	7	%	4	%
Primus Knowledge Solutions		15		20		NA		NA		(9	)		(4	)		NA			NA	75	%	(31	)%	NA		NA
Apropos Technology (b)		19		20		19		NA		(5	)		(9	)		(3	)		NA	72	%	(50	)%	(8	)%	NA
High																				75	%	10	%	45	%	17	%
Mean																				65	%	(15	)%	3	%	5	%
Median																				69	%	(10	)%	(8	)%	3	%
Low																				50	%	(50	)%	(18	)%	(4	)%
Castle (d)	$	105	$	103	$	108	$	116	$	9		$	8		$	10		$	13	62	%	4	%	8	%	8	%

(a) Estimates from SG Cowen where available, otherwise FirstCall or Wall Street research.

(b) Projected EBITDA based on Wall Street research estimated operating income plus depreciation and amortization calculated based on LTM percent of revenue.

(c) Witness Systems historical results shown pro forma for the Erytel acquisition.

(d) Projected financial information, including Q3 2003, per management of Castle as of September 21, 2003. SG Cowen has assumed, with Castle’s consent, that such projections provide a reasonable basis for this analysis.

23

VALUATION CONSIDERATIONS

IMPLIED MULTIPLES VS. SELECTED M&A TRANSACTIONS

(a) Based on precedent call center software transactions (see page 26).

(b) Based on LTM public software transactions (see page 27).

24

VALUATION CONSIDERATIONS

PRECEDENT TRANSACTIONS—CALL CENTER SOFTWARE

Precedent Transaction Analysis^(a)

(US$ in millions, except per share data)

Announce Date	Target/ Acquiror	Target Description	Announced Ent. Value(b)			Ent. Value/ LTM REVs		Premium
								1-Day		30-Day		90-Day
04/24/03	SpeechWorks International/ScanSoft	Provider of speech technologies and services	$	128		3.3	x	85	%	85	%	104	%
02/26/03	Eyretel/Witness Systems	Provider of high-volume recording solutions		23		0.3	x	20	%	133	%	104	%
11/06/02	Syntellect/Enghouse Systems	Provider of self-service speech solutions		8		0.2	x	243	%	167	%	132	%
07/31/02	Thales Contact Solutions/Nice Systems	Developer of customer facing Call Center technology		56		0.8	x	NA		NA		NA
05/29/02	Telera/Alcatel	Provider of a voice web application platform		106		NA		NA		NA		NA
03/12/02	Delano Technology/divine	Provider e-business interaction software		23		1.3	x	6	%	(11	)%	(1	)%
01/10/02	Cellit/Davox	Developer of inbound call center software		18		3.2	x	NA		NA		NA
04/09/01	Broadbase Software/Kana Communications	Provider of critical e-commerce infrastructure		(53	)	NM		28	%	(61	)%	(81	)%
07/09/01	eShare/Divine	Provider of Customer Interaction Management solutions		49		0.6	x	126	%	129	%	285	%
HIGH						3.3	x	243	%	167	%	285	%
MEAN						1.4		85	%	74	%	91	%
MEDIAN						0.8		56	%	107	%	104	%
LOW						0.2		6	%	(61	)%	(81	)%
Castle @Deal			$	118		1.1	x	31	%	29	%	56	%

(a) Source: SEC filings, company press releases and Wall Street research.

(b) Enterprise value equals market value minus net cash.

25

VALUATION CONSIDERATIONS

PREMIUMS ANALYSIS—LTM SOFTWARE TRANSACTION $50 TO $250 MILLION

Premiums Analysis—Software Transactions $50 to $250 Million^(a)

(US$ in millions, except per share data)

	Date Ann.	Target Name	Acquiror Name	Consideration	Value(b)		1-Day Prem.		30-Day Prem.		90-Day Prem.
1	09/09/03	Lightspan	PLATO Learning	Stock	$	167	38	%	63	%	27	%
2	08/06/03	iManage	Interwoven	Cash and Stock		108	24	%	26	%	68	%
3	08/04/03	Mercator Software	Ascential Software	Cash		115	22	%	97	%	114	%
4	07/23/03	Brio Software	Hyperion	Cash and Stock		142	27	%	58	%	108	%
5	07/16/03	Timberline	Sage Group	Cash		104	33	%	41	%	68	%
6	07/10/03	Sherwood International	Sungard Data Systems	Cash		106	10	%	21	%	63	%
7	06/26/03	Triple G Systems Group Inc	GE Medical Systems	Cash		55	15	%	6	%	65	%
8	06/23/03	Comshare Inc	Geac Computer Corp Ltd	Cash		51	26	%	37	%	116	%
9	06/06/03	Corel Corp	Vector Capital	Cash		96	10	%	17	%	29	%
10	04/24/03	SpeechWorks International	ScanSoft	Stock		166	85	%	85	%	104	%
11	04/03/03	Elite Information Group	Thomson	Cash		122	40	%	43	%	49	%
12	02/05/03	H.T.E.	SunGard Data Systems	Cash		122	48	%	43	%	69	%
13	01/22/03	Resonate	GTG Acquisition Corp	Cash		53	7	%	50	%	59	%
14	01/21/03	Caminus	SunGard Data Systems	Cash		154	260	%	235	%	362	%
15	01/13/03	Numerical Technologies	Synopsys	Cash		239	89	%	126	%	106	%
16	12/23/02	Inktomi	Yahoo	Cash		249	41	%	30	%	334	%
17	11/08/02	Prophet 21	Investor Group	Cash		68	25	%	40	%	34	%
18	10/28/02	Infinium Software	SSA Global Technologies	Cash		105	21	%	49	%	39	%
			HIGH				260	%	235	%	362	%
			MEAN				46	%	59	%	101	%
			MEDIAN				27	%	43	%	68	%
			LOW				7	%	6	%	27	%
			Castle @Deal				31	%	29	%	56	%

(a) Based on acquisitions of public software companies with and announced enterprise value between $50MM and $250MM during the last twelve months.

(b) Transaction value per SDC.

26

VALUATION CONSIDERATIONS

PREMIUMS ANALYSIS

Source: FactSet as of September 25, 2003.

27

VALUATION CONSIDERATIONS

DISCOUNTED CASH FLOW ANALYSIS—SUMMARY

EBITDA Multiple

Revenue Multiple

28

VALUATION CONSIDERATIONS

EBITDA DISCOUNTED CASH FLOW ANALYSIS—SENSITIVITY^(a)

Present Value of Enterprise

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	109.8	$	124.2	$	138.7
15.0%		99.3		112.2		125.1
17.5%		90.2		101.7		113.2

Present Value of Equity

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	136.5	$	151.0	$	165.5
15.0%		126.1		139.0		151.9
17.5%		116.9		128.4		140.0

Implied Perpetual growth Rate

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	0.1	%	2.2	%	3.7	%
15.0%	2.6	%	4.7	%	6.2	%
17.5%	5.1	%	7.2	%	8.7	%

Present Value of Equity Per Share

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	5.0x		6.0x		7.0x
12.5%	$	11.28	$	12.48	$	13.67
15.0%		10.42		11.48		12.55
17.5%		9.66		10.61		11.56

(a) Discount rates are based on a range of rates around the weighted average cost of capital (WACC) of a set of comparable companies.

29

VALUATION CONSIDERATIONS

EBITDA DISCOUNTED CASH FLOW ANALYSIS

Preliminary Discounted Cash Flow Analysis^(a)(b)

(US$ in millions, except per share data)

	Historical					Projected																		CAGR (2003-2008)
Fiscal Years ending December 31,	2001			2002		2003			2004			2005			2006			2007			2008
Net Sales	$	94.9		$	99.5	$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		7.5	%
EBITDA		2.5			6.8		10.2			12.8			16.3			18.3			22.5			26.8		21.4	%
EBIT		(1.4	)		0.6		4.3			6.8			11.2			15.3			19.5			23.8		41.1	%
Less: Taxes		0.1			0.4		1.2			1.9			4.2			6.0			7.6			9.3
EBIAT(c)		(1.5	)		0.3		3.0			4.9			7.1			9.3			11.9			14.5
Plus: Depreciation and Amortization							5.9			6.0			5.0			3.0			3.0			3.0
Less: Capital Expenditures							(3.2	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)
Less: Increase in Working Capital							(1.3	)		0.1			0.5			0.4			0.5			0.5
Unlevered Free Cash Flow(d)							1.1			7.9			9.6			9.7			12.3			15.0

Discount Rate (e)	12.5%									15.0%									17.5%
Assumed Terminal EBITDA Multiple	5.0x			6.0x			7.0x			5.0x			6.0x			7.0x			5.0x			6.0x			7.0x
Terminal Year EBITDA	$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8
Terminal Value		134.2			161.1			187.9			134.2			161.1			187.9			134.2			161.1			187.9
PV of Terminal Value		72.3			86.8			101.3			64.4			77.3			90.2			57.6			69.1			80.6
PV of Free Cash Flows		37.4			37.4			37.4			34.9			34.9			34.9			32.6			32.6			32.6
Implied Enterprise Value	$	109.8		$	124.2		$	138.7		$	99.3		$	112.2		$	125.1		$	90.2		$	101.7		$	113.2
Less: Total Debt(f)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)
Plus: Cash & Equivalents(f)		27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2
Implied Equity Value	$	136.5		$	151.0		$	165.5		$	126.1		$	139.0		$	151.9		$	116.9		$	128.4		$	140.0
Equity Value per Diluted Share	$	11.28		$	12.48		$	13.67		$	10.42		$	11.48		$	12.55		$	9.66		$	10.61		$	11.56

(a) Valuation date is 9/30/03. Cash flows discounted to present applying the full year convention.

(b) 2003 to 2008 per management estimates as of September 25, 2003.

(c) EBIAT is defined as earnings before interest after tax.

(d) 2003 free cash flow has been pro rated for portion of fiscal year remaining from the valuation date of 9/30/03.

(e) Based on weighted average cost of capital of comparable companies.

(f) Per balance sheet dated 6/30/03.

30

VALUATION CONSIDERATIONS

REVENUE DISCOUNTED CASH FLOW ANALYSIS—SENSITIVITY^(a)

Present Value of Enterprise

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	95.7	$	112.4	$	129.0
15.0%		86.8		101.7		116.5
17.5%		79.0		92.2		105.5

Present Value of Equity

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	122.5	$	139.1	$	155.8
15.0%		113.6		128.4		143.2
17.5%		105.7		119.0		132.2

Implied Perpetual Growth Rate

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	(2.9	)%	0.6	%	2.7	%
15.0%	(0.4	)%	3.1	%	5.2	%
17.5%	2.1	%	5.6	%	7.7	%

Present Value of Equity Per Share

(US$ in millions)

Discount     Rate	Terminal Revenue Multiple
	0.7x		0.9x		1.1x
12.5%	$	10.12	$	11.49	$	12.87
15.0%		9.38		10.61		11.83
17.5%		8.74		9.83		10.93

(a) Discount rates are based on a range of rates around the weighted average cost of capital (WACC) of a set of comparable companies.

31

VALUATION CONSIDERATION

REVENUE DISCOUNTED CASH FLOW ANALYSIS

Preliminary Discounted Cash Flow Analysis^(a)(b)

(US$ in millions, except per share data)

	Historical					Projected																		CAGR (2003-2008)
Fiscal Years ending December 31,	2001			2002		2003			2004			2005			2006			2007			2008
Net Sales	$	94.9		$	99.5	$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		7.5	%
EBITDA		2.5			6.8		10.2			12.8			16.3			18.3			22.5			26.8		21.4	%
EBIT		(1.4	)		0.6		4.3			6.8			11.2			15.3			19.5			23.8		41.1	%
Less: Taxes		0.1			0.4		1.2			1.9			4.2			6.0			7.6			9.3
EBIAT(c)		(1.5	)		0.3		3.0			4.9			7.1			9.3			11.9			14.5
Plus: Depreciation and Amortization							5.9			6.0			5.0			3.0			3.0			3.0
Less: Capital Expenditures							(3.2	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)
Less: Increase in Working Capital							(1.3	)		0.1			0.5			0.4			0.5			0.5
Unlevered Free Cash Flow(d)							1.1			7.9			9.6			9.7			12.3			15.0

Discount Rate (e) Assumed Terminal Revenue Multiple	12.5%									15.0%									17.5%
	0.7x			0.9x			1.1x			0.7x			0.9x			1.1x			0.7x			0.9x			1.1x
Terminal Year Revenue	$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5		$	154.5
Terminal Value		108.1			139.0			169.9			108.1			139.0			169.9			108.1			139.0			169.9
PV of Terminal Value		58.3			74.9			91.6			51.9			66.8			81.6			46.4			59.6			72.9
PV of Free Cash Flows		37.4			37.4			37.4			34.9			34.9			34.9			32.6			32.6			32.6
Implied Enterprise Value	$	95.7		$	112.4		$	129.0		$	86.8		$	101.7		$	116.5		$	79.0		$	92.2		$	105.5
Less: Total Debt(f)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)
Plus: Cash & Equivalents(f)		27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2
Implied Equity Value	$	122.5		$	139.1		$	155.8		$	113.6		$	128.4		$	143.2		$	105.7		$	119.0		$	132.2
Equity Value per Diluted Share	$	10.12		$	11.49		$	12.87		$	9.38		$	10.61		$	11.83		$	8.74		$	9.83		$	10.93

(a) Valuation date is 9/30/03. Cash flows discounted to present applying the full year convention.

(b) 2003 to 2008 per management estimates as of September 25, 2003.

(c) EBIAT is defined as earnings before interest after tax.

(d) 2003 free cash flow has been pro rated for portion of fiscal year remaining from the valuation date of 9/30/03.

(e) Based on weighted average cost of capital of comparable companies.

(f) Per balance sheet dated 6/30/03.

32

DISCOUNTED CASH FLOW—CASTLE PROJECTIONS

Income Statement Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Revenues	$	95.2		$	94.9		$	99.5		$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5
%Growth		2.4	%		(0.3	)%		4.8	%		8.4	%		7.6	%		7.3	%		7.4	%		7.5	%		7.5	%
EBITDA	$	6.6		$	2.5		$	6.8		$	10.2		$	12.8		$	16.3		$	18.3		$	22.5		$	26.8
%of Revenues		7.0	%		2.6	%		6.8	%		9.4	%		11.0	%		13.1	%		13.7	%		15.6	%		17.4	%
EBIT	$	2.7		$	(1.4	)	$	0.6		$	4.3		$	6.8		$	11.2		$	15.3		$	19.5		$	23.8
%of Revenues		2.8	%		(1.4	)%		0.6	%		4.0	%		5.8	%		9.0	%		11.4	%		13.5	%		15.4	%
Net Income	$	4.6		$	1.3		$	1.1		$	3.7		$	5.7		$	8.5		$	11.1		$	14.1		$	17.3
%of Revenues		4.9	%		1.3	%		1.1	%		3.4	%		4.9	%		6.8	%		8.3	%		9.8	%		11.2	%

Cash Flow Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Capital Expenditures	$	1.0		$	2.9		$	4.1		$	3.2		$	3.0		$	3.0		$	3.0		$	3.0		$	3.0
%of Revenues		1.1	%		3.1	%		4.1	%		3.0	%		2.6	%		2.4	%		2.2	%		2.1	%		1.9	%
Depreciation and Amortization	$	4.0		$	3.8		$	6.1		$	5.9		$	6.0		$	5.0		$	3.0		$	3.0		$	3.0
%of Revenues		4.2	%		4.0	%		6.2	%		5.5	%		5.2	%		4.0	%		2.2	%		2.1	%		1.9	%
Changes in Working Capital	$	(5.1	)	$	2.6		$	(1.2	)	$	1.3		$	(0.1	)	$	(0.5	)	$	(0.4	)	$	(0.5	)	$	(0.5	)
%of Change in Revenues		(227.2	)%		2.8	%		(25.6	)%		15.8	%		(0.9	)%		(6.0	)%		(4.1	)%		(4.5	)%		(4.4	)%
Free Cash Flow	$	8.6		$	1.8		$	3.5		$	4.4		$	7.9		$	9.6		$	9.7		$	12.3		$	15.0
%of Revenues		9.0	%		1.9	%		3.5	%		4.1	%		6.9	%		7.7	%		7.2	%		8.6	%		9.7	%

(a) CY2000-2002 per public filings; 2003 to 2008 per management estimates as of September 25, 2003.

33

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION

WACC

			Comparables
A. Cost of Debt (Kd)
Estimated Cost of Borrowing (1)			7.5	%
Tax Rate (2)			35.0	%
	Kd=		4.88	%
B. Cost of Equity (Ke)
Risk Free Rate (5 Year Treasuries) (3)			3.0	%
Beta (4)			1.16
Market Risk Premium (5)			10.5	%
	Ke=	(6)	15.20	%
C. Weighted Average Cost of Capital (K)
Industry/Company Debt to Capitalization Ratio (7)			3.6	%
Implicit Equity to Capitalization Ratio			96.4	%
	K=		14.83	%

(1) SG Cowen estimate

(2) Per Castle management

(3) 5-year treasury yield as of September 25, 2003

(4) Beta equals relevered average of unlevered industry betas; Source: Bloomberg Raw Betas as of September 25, 2003.

(5) Based on Ibbotson research, (7% long-horizon equity risk premium + 3.53% micro-cap premium)

(6) Ke equals risk free rate plus the product of beta and market premium

(7) Industry debt/cap ratio derived from comparable companies

34

LEVERAGED BUYOUT TRANSACTION SUMMARY^(a)

CASTLE MBO Sources and Uses of Funds

(Dollars in millions)

Assumes Transaction Closes 12/31/03

Sources			% of Total
Cash		30.0	20.2	%
Revolving Credit		0.0	0.0	%
Senior Notes		35.0	23.5	%
Senior Sub-Debt		0.0	0.0	%
Mgt Rollover		2.5	1.7	%
Preferred Equity		0.0	0.0	%
Common Equity		81.1	54.6	%
Total Sources	$	148.6	100.0	%
Uses			% of Total
Increase in Cash		—	0.0	%
Refinance Debt		0.4	0.3	%
Acquisition of CASTLE Stock		145.2	97.7	%
Transaction Fees		3.0	2.0	%
Total Uses	$	148.6	100.0	%

CASTLE MBO Assumptions

Interest Rates	PIK	Int. Rate			Ownership
Cash Balances			1.5	%	0.0	%
Revolving Credit			6.5	%	0.0	%
Senior Notes			7.5	%	0.0	%
Senior Sub-Debt			14.0	%	0.0	%
Preferred Equity			10.0	%	0.0	%
Castle Fully-Diluted Shares			12.1
Price per Share		$	12.00
Mgt Equity(b)			0.2		MM Shares
Mgt Rollover as %of Mgt Equity			100	%

Acquisition Multiples

Enterprise Value as a Multiple of
2003E Revenue	1.07	x
2004E Revenue	1.00
2003E EBITDA	11.4	x
2004E EBITDA	9.0

CASTLE Transaction Overview
(Dollars in millions)
Fiscal Year Ending December 31,			Hist		Projected
			2003		2004			2005			2006			2007			2008			2009			2010			2011			2012			2013
Net Sales			$	107.8	$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		$	169.9		$	186.9		$	205.6		$	226.2		$	248.8
EBITDA				10.2		12.8			16.3			18.3			22.5			26.8			31.3			36.4			42.0			48.3			55.3
Operating Income				4.3		6.8			11.2			15.3			19.5			23.8			28.0			32.7			38.0			43.9			50.4
Total Debt			$	—	$	29.4		$	21.5		$	12.9		$	1.4		$	—		$	—		$	—		$	—		$	—		$	—
Total Net Debt				—		29.4			21.5			12.9			1.4			(13.4	)		(30.8	)		(51.3	)		(75.2	)		(102.8	)		(134.8	)
Total Debt/EBITDA						2.3	x		1.3	x		0.7	x		0.1	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x
Total Debt/EBITDA—Capex						3.0			1.6			0.8			0.1			0.0			0.0			0.0			0.0			0.0			0.0
EBITDA/Cash Interest Expense						4.9			7.4			11.3			23.2			NM			NM			NM			NM			NM			NM
EBITDA—Cap. Ex./Cash Interest						3.7			6.0			9.5			20.1			NM			NM			NM			NM			NM			NM
Senior Debt/Total Capitalization						25.5	%		19.0	%		11.5	%		1.2	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Senior Debt/Initial Senior Debt						84.1	%		61.4	%		36.9	%		3.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total Debt/Total Capitalization						25.5	%		19.0	%		11.5	%		1.2	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Returns to Senior Notes
EBITDA Exit Multiple:	5.0	x				7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%
	6.0					7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%
	7.0					7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%
Returns to Common Equity
EBITDA Exit Multiple:	5.0	x				-15.5	%		-2.1	%		7.3	%		12.0	%		14.4	%		15.8	%		16.6	%		17.0	%		17.3	%		NM
	6.0					-4.7	%		5.0	%		12.4	%		15.8	%		17.4	%		18.2	%		18.6	%		18.7	%		18.8	%		NM
	7.0					5.0	%		11.2	%		16.8	%		19.2	%		20.0	%		20.3	%		20.4	%		20.3	%		20.1	%		NM

(a) Based on capitalization assumptions set forth in Guard’s offer dated July 28, 2003 with interest assumptions per SG Cowen.

(b) Management equity based on shares of Castle and options to purchase shares of Castle held by messrs. Foy and Provenzano using the treasury stock method; although Mr. Asen may participate, his shares and options have not been included for this analysis.

35

APPENDIX

36

FORM OF SG COWEN FAIRNESS OPINION

37

EX-99.C.4

Exhibit (c)(4)

DRAFT

FOR INTERNAL USE ONLY

CONFIDENTIAL

Project Castle

Preliminary Discussion of Strategic Alternatives

August 29, 2003

DRAFT FOR INTERNAL USE ONLY

TABLE OF CONTENTS

1.	OVERVIEW OF STRATEGIC ALTERNATIVES
2.	STANDALONE ANALYSIS
3.	STRATEGIC COMBINATION ANALYSIS
4.	LEVERAGED BUYOUT ANALYSIS
APPENDIX
	A. MANAGEMENT’S PROJECTION MODEL

All Analysis is Highly Preliminary and Subject to Change

Nothing contained herein should be construed as a direct or indirect offer of favorable research, a specific rating or a specific price target in exchange for investment banking business.

DRAFT FOR INTERNAL USE ONLY

OVERVIEW OF STRATEGIC ALTERNATIVES

1

DRAFT FOR INTERNAL USE ONLY OVERVIEW OF STRATEGIC ALTERNATIVES

OVERVIEW OF STRATEGIC ALTERNATIVES

Standalone	•	Castle remains an independent, publicly traded company executing its existing strategy as reflected in the Management Projections. Its strategy may include acquisitions, which have not been explicitly incorporated into this analysis because of their speculative nature.
Strategic Combination	•	Castle is acquired in a merger with a strategically motivated buyer. For purposes of this analysis, we have examined transactions with Aspect Communications (Ticker: ASPT), NICE-Systems Ltd. (Ticker: NICE) and Avaya (Ticker: AV) assuming 100% stock, 50%/50% cash/stock and 100% cash consideration mixes.
Leveraged Buyout	•	This alternative posits an independent, privately-owned Castle effected by a financial sponsor (private equity investor) in concert with management acquiring 100% of the common stock of the Company and financing the purchase with a combination of the Company’s cash, financial sponsor cash, management investment and debt.

• We have analyzed selected publicly traded comparable companies and selected comparable mergers and acquisitions to assess values in various alternatives. We examine the discounted cash flow and terminal values generated using the Management Projections. Terminal exit multiples of 6 to 8 times EBITDA, and discount rates of 15%, 17.5% and 20% have been used based on market data and a weighted average cost of capital (WACC) analysis.

2

DRAFT FOR INTERNAL USE ONLY

STANDALONE ANALYSIS

3

DRAFT FOR INTERNAL USE ONLY STANDALONE ANALYSIS

COMPARABLE COMPANY ANALYSIS

Comparable Company Trading Statistics

(US$ in millions, except per share data)

Company (Quarter as of)	Price 08/28/03		Ticker	FD Shares	Enterprise Value(a)		Net Cash		Market Value(a)		Enterprise Value as a Multiple of
											Revenues						EBITDA						P/ E
											LTM		CY03E(b)		CY04E(b)		LTM		CY03E(b)		CY04E(b)		LTM		CY03E(b)		CY04E(b)
Aspect Communications (06/03) (c)	$	8.14	ASPT	75.5	$	559	$	56	$	615	1.5	x	1.6	x	1.6	x	8.8	x	7.7	x	7.7	x	24.8	x	23.3	x	22.0	x
NICE (06/03) (d)		14.67	NICE	16.4		154		87		241	0.8		0.7		0.6		8.3		4.2		3.3		NM		17.5		13.6
Witness Systems (06/03) (e)		4.82	WITS	22.5		68		40		108	0.5		0.6		0.6		NM		NM		8.6		NM		NM		37.1
Interactive Intelligence (06/03) (d)		2.96	ININ	16.0		32		15		47	0.6		0.6		0.6		27.2	(f)	11.8		9.6		NM		NM		NM
Primus Knowledge Solutions (06/03)		1.35	PKSI	22.3		20		11		30	1.0		NA		NA		NM		NA		NA		NM		NA		NA
Apropos Technology (06/03) (d)		3.01	APRS	17.6		14		39		53	0.7		0.7		NA		NM		NM		NA		NM		NM		NA
Median											0.7	x	0.7	x	0.6	x	8.5	x	7.7	x	8.1	x	24.8	x	20.4	x	22.0	x
Castle (06/03) @ ($11.50)	$	11.50			$	111	$	27	$	138	1.1	x	1.0	x	1.0	x	13.5	x	10.9	x	9.1	x	36.1	x	26.9	x	20.4	x

Comparable Company Operating Statistics

(US$ in millions, except per share data)

Company	Revenues						EBITDA								LQ Margins				Revenue Growth
	LTM		CY03E(b)		CY04E(b)		LTM			CY03E(b)			CY04E(b)		Gross		Oper.		’02A/’03E(b)		’03E/’04E(b)
Aspect Communications	$	367	$	355	$	358	$	63		$	73		$	73	58	%	15	%	(10	)%	1	%
NICE (d)		198		236		276		19			37			47	51	%	4	%	45	%	17	%
Witness Systems (e)		135		116		112		(12	)		(7	)		8	68	%	(3	)%	(18	)%	(4	)%
Interactive Intelligence (d)		50		51		53		1			3			3	70	%	(10	)%	7	%	4	%
Primus Knowledge Solutions		20		NA		NA		(4	)		NA			NA	65	%	(72	)%	NA		NA
Apropos Technology (d)		20		19		NA		(9	)		(3	)		NA	72	%	(32	)%	(8	)%	NA
Median															66	%	(7	)%	(8	)%	3	%
Castle	$	103	$	108	$	116	$	8		$	10		$	12	61	%	4	%	8	%	8	%

(a) Enterprise value equal to market cap. plus net debt; As of August 28, 2003.

(b) Estimates from SG Cowen where available, otherwise FirstCall or Wall Street research.

(c) Aspect Communications market cap assumes conversion of convertible preferred equity.

(d) Projected EBITDA based on wall street research estimated operating income plus depreciation and amortization calculated based on LTM percent of revenue.

(e) Witness Systems historical results shown proforma for the Erytel acquisition.

(f) Excluded from median calculation.

4

DRAFT FOR INTERNAL USE ONLY STANDALONE ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS—SENSITIVITY^(a)

Present Value of Enterprise

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	6.0x		7.0x		8.0x
15.0%	$	111.8	$	124.7	$	137.6
17.5%		101.3		112.8		124.3
20.0%		92.0		102.3		112.6

Present Value of Equity

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	6.0x		7.0x		8.0x
15.0%	$	138.6	$	151.5	$	164.3
17.5%		128.0		139.5		151.1
20.0%		118.7		129.1		139.4

Implied Perpetual Growth Rate

Discount     Rate	Terminal EBITDA Multiple
	6.0x		7.0x		8.0x
15.0%	4.7	%	6.2	%	7.3	%
17.5%	7.2	%	8.7	%	9.8	%
20.0%	9.7	%	11.2	%	12.3	%

Present Value of Equity Per Share

(US$ in millions)

Discount     Rate	Terminal EBITDA Multiple
	6.0x		7.0x		8.0x
15.0%	$	12.05	$	13.17	$	14.29
17.5%		11.14		12.14		13.14
20.0%		10.33		11.22		12.12

(a) Discount rates are based on a range of rates around the weighted average cost of capital (WACC) of a set of comparable companies.

5

DRAFT FOR INTERNAL USE ONLY STANDALONE ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS

Preliminary Discounted Cash Flow Analysis^(a)(b)

(US$ in millions, except per share data)

Fiscal Years ending December 31,	Historical					Projected																		CAGR (2003-2008)
	2001			2002		2003			2004			2005			2006			2007			2008
Net Sales	$	94.9		$	99.5	$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		7.5	%
EBITDA		2.5			6.8		10.2			12.2			16.3			18.3			22.5			26.8		21.4	%
EBIT		(1.4	)		2.3		6.0			8.4			13.0			15.3			19.5			23.8		31.7	%
Less: Taxes		0.1			0.4		1.2			1.9			4.2			6.0			7.6			9.3
EBIAT(c)		(1.0	)		2.0		4.8			6.6			8.8			9.3			11.9			14.5
Plus: Depreciation and Amortization							4.1			3.8			3.3			3.0			3.0			3.0
Less: Capital Expenditures							(3.2	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)		(3.0	)
Less: Increase in Working Capital							(1.3	)		0.4			0.2			0.4			0.5			0.5
Unlevered Free Cash Flow(d)							1.1			7.7			9.3			9.7			12.3			15.0

Discount Rate (e) Assumed Terminal EBITDA Multiple	15.0%									17.5%									20.0%
	6.0x			7.0x			8.0x			6.0x			7.0x			8.0x			6.0x			7.0x			8.0x
Terminal Year EBITDA	$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8		$	26.8
Terminal Value		161.1			187.9			214.8			161.1			187.9			214.8			161.1			187.9			214.8
PV of Terminal Value		77.3			90.2			103.1			69.1			80.6			92.1			61.9			72.2			82.5
PV of Free Cash Flows		34.5			34.5			34.5			32.2			32.2			32.2			30.1			30.1			30.1
Implied Enterprise Value	$	111.8		$	124.7		$	137.6		$	101.3		$	112.8		$	124.3		$	92.0		$	102.3		$	112.6
Less: Total Debt(f)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)		(0.4	)
Plus: Cash & Equivalents(f)		27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2			27.2
Implied Equity Value	$	138.6		$	151.5		$	164.3		$	128.0		$	139.5		$	151.1		$	118.7		$	129.1		$	139.4
Equity Value per Diluted Share	$	12.05		$	13.17		$	14.29		$	11.14		$	12.14		$	13.14		$	10.33		$	11.22		$	12.12

(a) Valuation date is 9/30/03. Cash flows discounted to present applying the full year convention.

(b) 2003 to 2008 per management estimates.

(c) EBIAT is defined as earnings before interest after tax.

(d) 2003 free cash flow has been pro rated for portion of fiscal year remaining from the valuation date of 9/30/03.

(e) Based on weighted average cost of capital of comparable companies.

(f) Per balance sheet dated 6/30/03.

6

DRAFT FOR INTERNAL USE ONLY STANDALONE ANALYSIS

DISCOUNTED CASH FLOW—CASTLE PROJECTIONS

Income Statement Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Revenues	$	95.2		$	94.9		$	99.5		$	107.8		$	116.0		$	124.5		$	133.7		$	143.7		$	154.5
%Growth		2.4	%		(0.3	)%		4.8	%		8.4	%		7.6	%		7.3	%		7.4	%		7.5	%		7.5	%
EBITDA	$	6.6		$	2.5		$	6.8		$	10.2		$	12.2		$	16.3		$	18.3		$	22.5		$	26.8
%of Revenues		7.0	%		2.6	%		6.8	%		9.4	%		10.5	%		13.1	%		13.7	%		15.6	%		17.4	%
EBIT	$	2.7		$	(1.4	)	$	2.3		$	6.0		$	8.4		$	13.0		$	15.3		$	19.5		$	23.8
%of Revenues		2.8	%		(1.4	)%		2.3	%		5.6	%		7.3	%		10.4	%		11.4	%		13.5	%		15.4	%
Net Income	$	4.6		$	1.3		$	2.8		$	5.5		$	7.4		$	10.2		$	11.1		$	14.1		$	17.3
%of Revenues		4.9	%		1.3	%		2.8	%		5.1	%		6.4	%		8.2	%		8.3	%		9.8	%		11.2	%

Cash Flow Items

(US$ in millions, except per share data)

	Historical									Projected (a)
	2000			2001			2002			2003			2004			2005			2006			2007			2008
Capital Expenditures	$	1.0		$	2.9		$	4.1		$	3.2		$	3.0		$	3.0		$	3.0		$	3.0		$	3.0
%of Revenues		1.1	%		3.1	%		4.1	%		3.0	%		2.6	%		2.4	%		2.2	%		2.1	%		1.9	%
Depreciation and Amortization	$	4.0		$	3.8		$	4.4		$	4.1		$	3.8		$	3.3		$	3.0		$	3.0		$	3.0
%of Revenues		4.2	%		4.0	%		4.5	%		3.8	%		3.2	%		2.6	%		2.2	%		2.1	%		1.9	%
Changes in Working Capital		NA			NA		$	(1.2	)	$	1.3		$	(0.4	)	$	(0.2	)	$	(0.4	)	$	(0.5	)	$	(0.5	)
%of Change in Revenues		NA			NA			(25.6	)%		15.8	%		(4.4	)%		(2.6	)%		(4.1	)%		(4.5	)%		(4.4	)%
Free Cash Flow(b)										$	1.1		$	7.7		$	9.3		$	9.7		$	12.3		$	15.0
%of Revenues											1.0	%		6.6	%		7.5	%		7.2	%		8.6	%		9.7	%

(a) CY2000-2002 per public filings; 2003 to 2008 per management estimates (the “Management Projections”).

(b) 2003 Free Cash Flow reflects quarter year free cash flow used in valuation

7

DRAFT FOR INTERNAL USE ONLY

STRATEGIC COMBINATION ANALYSIS

8

DRAFT FOR INTERNAL USE ONLY

PRECEDENT TRANSACTION ANALYSIS

Comparable M&A Transactions^(a)

(US$ in millions)

	Date Ann.	Target Name	Acquiror Name	Consideration	Ent. Value		LTM Rev. Mult.		1-Day Prem.		30-Day Prem.
1	08/12/03	Broad Daylight	Primus Knowledge Solutions	Cash and Stock	$	3	NA		NA		NA
2	04/29/03	Divine software assets	Golden Gate Capital/Fatwire	Cash		30	0.3	x	NA		NA
3	04/24/03	SpeechWorks International	ScanSoft	Stock		128	3.3		85	%	85	%
4	02/26/03	Eyretel	Witness Systems	Stock		23	0.3		20	%	133	%
5	11/06/02	Syntellect	Enghouse Systems	Cash		8	0.2		243	%	167	%
6	07/31/02	Thales Contact Solutions	Nice Systems	Cash and Stock		56	0.8		NA		NA
7	05/29/02	Telera	Alcatel	Stock		136	NA		NA		NA
8	03/12/02	Delano Technology	Divine	Cash and Stock		23	1.3		7	%	(13	)%
9	01/10/02	CELLIT	Davox	Cash and Stock		17	3.0		NA		NA
			Median				0.8	x	53	%	109	%
			Castle @$11.50 per share		$	110	1.1	x	24	%	35	%
LTM Software M&A Transactions $80—150 Million(a) (US$ in millions)
	Date Ann.	Target Name	Acquiror Name	Consideration	Ent. Value		LTM Rev Mult		1-Day Prem.		30-Day Prem.
1	08/06/03	iManage	Interwoven	Cash and Stock		133	3.1		24	%	26	%
2	08/04/03	Mercator Software	Ascential Software	Cash		98	1.0		22	%	97	%
3	07/23/03	Brio Software	Hyperion	Cash and Stock		122	1.2		14	%	58	%
4	07/16/03	Timberline	Sage Group	Cash		92	1.5		33	%	41	%
5	07/10/03	Sherwood International	Sungard Data Systems	Cash		105	1.2		35	%	37	%
6	06/03/03	Baan	SSA Global Technologies	Cash		135	0.5		NA		NA
7	04/24/03	SpeechWorks International	ScanSoft	Stock		128	3.3		85	%	85	%
8	04/04/03	Entercept Security Technologies	Network Associates	Cash		120	12.0		NA		NA
9	04/03/03	Elite Information Group	Thomson	Cash		97	1.2		40	%	43	%
10	04/01/03	IntruVert	Network Associates	Cash		100	15.0		NA		NA
11	02/18/03	AltaVista	Overture	Cash and Stock		140	5.4		NA		NA
12	02/05/03	H.T.E.	SunGard Data Systems	Cash		97	1.4		48	%	44	%
13	01/21/03	Caminus	SunGard Data Systems	Cash		112	1.3		260	%	235	%
14	10/28/02	Infinium Software	SSA Global Technologies	Cash		95	1.4		21	%	46	%
15	10/03/02	eRoom Technology	Documentum	Cash and Stock		119	3.1		NA		NA
16	09/03/02	Access360	IBM	Cash		128	10.0		NA		NA
			Median		$	112	1.4	x	34	%	45	%

(a) Per SDC, company press releases and SEC filings

9

DRAFT FOR INTERNAL USE ONLY

ARCHER

10

DRAFT FOR INTERNAL USE ONLY ARCHER

SENSITIVITY ANALYSIS—100% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		1.1044	x		1.4128	x		1.4742	x		1.5356	x		1.5971	x		1.6585	x		1.7199	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		14.4	%		18.3	%		19.1	%		19.8	%		20.6	%		21.3	%		22.0	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Archer Shares Issued to Castle		12.7			16.9			17.8			18.7			19.6			20.5			21.3
Pro Forma Shares Outstanding at Close		88.3			92.6			93.5			94.3			95.2			96.1			97.0
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Trading Day Exchange Ratio (1.1044 x)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Exchange Ratio (1.1451 x)		(4	)%		23	%		29	%		34	%		39	%		45	%		50	%
90 Trading Day Moving Average Exchange Ratio (1.5644 x)		(29	)%		(10	)%		(6	)%		(2	)%		2	%		6	%		10	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion /(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.02		$	0.00		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
%Accretion/(Dilution)		4.5	%		0.3	%		(0.5	)%		(1.3	)%		(2.0	)%		(2.8	)%		(3.5	)%
Surplus/(Pre-tax synergies required for breakeven)	$	2.3		$	0.2		$	(0.3	)	$	(0.7	)	$	(1.1	)	$	(1.6	)	$	(2.0	)

11

DRAFT FOR INTERNAL USE ONLY ARCHER

SENSITIVITY ANALYSIS—50% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		0.5522	x		0.7064	x		0.7371	x		0.7678	x		0.7985	x		0.8292	x		0.8600	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		7.7	%		10.1	%		10.5	%		11.0	%		11.5	%		11.9	%		12.4	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Archer Shares Issued to Castle		6.3			8.5			8.9			9.3			9.8			10.2			10.7
Pro Forma Shares Outstanding at Close		82.0			84.1			84.5			85.0			85.4			85.9			86.3
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.04		$	0.03		$	0.03		$	0.03		$	0.02		$	0.02		$	0.02
%Accretion/(Dilution)		11.3	%		8.3	%		7.8	%		7.2	%		6.6	%		6.0	%		5.5	%
Surplus/(Pre-tax synergies required for breakeven)	$	5.5		$	4.1		$	3.8		$	3.6		$	3.3		$	3.0		$	2.8

12

DRAFT FOR INTERNAL USE ONLY ARCHER

SENSITIVITY ANALYSIS—100% CASH^(a)

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Archer Shares Issued to Castle		0.0			0.0			0.0			0.0			0.0			0.0			0.0
Pro Forma Shares Outstanding at Close		75.6			75.6			75.6			75.6			75.6			75.6			75.6
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.05		$	0.03		$	0.03		$	0.03		$	0.02		$	0.02		$	0.02
%Accretion/(Dilution)		12.3	%		8.8	%		8.1	%		7.4	%		6.6	%		5.9	%		5.2	%
Surplus/(Pre-tax synergies required for breakeven)	$	5.5		$	3.9		$	3.6		$	3.3		$	2.9		$	2.6		$	2.3

(a) 100% Cash scenario assumes 50% of transaction financed from existing cash and 50% financed through debt with an interest rate of 7.5%.

13

DRAFT FOR INTERNAL USE ONLY

AVIGNON

14

DRAFT FOR INTERNAL USE ONLY AVIGNON

SENSITIVITY ANALYSIS—100% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		0.8562	x		1.0952	x		1.1429	x		1.1905	x		1.2381	x		1.2857	x		1.3333	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		2.5	%		3.3	%		3.5	%		3.6	%		3.8	%		3.9	%		4.1	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Avignon Shares Issued to Castle		9.8			13.1			13.8			14.5			15.2			15.9			16.5
Pro Forma Shares Outstanding at Close		396.1			399.4			400.1			400.7			401.4			402.1			402.8
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Trading Day Exchange Ratio (0.8562 x)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Exchange Ratio (0.9554 x)		(10	)%		15	%		20	%		25	%		30	%		35	%		40	%
90 Trading Day Moving Average Exchange Ratio (1.0352 x)		(17	)%		6	%		10	%		15	%		20	%		24	%		29	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.00
%Accretion/(Dilution)		3.1	%		2.5	%		2.4	%		2.2	%		2.1	%		2.0	%		1.9	%
Surplus/(Pre-tax synergies required for breakeven)	$	5.0		$	4.0		$	3.9		$	3.7		$	3.5		$	3.3		$	3.1

15

DRAFT FOR INTERNAL USE ONLY AVIGNON

SENSITIVITY ANALYSIS—50% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		0.4281	x		0.5476	x		0.5714	x		0.5952	x		0.6190	x		0.6429	x		0.6667	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		1.3	%		1.7	%		1.8	%		1.8	%		1.9	%		2.0	%		2.1	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Avignon Shares Issued to Castle		4.9			6.6			6.9			7.2			7.6			7.9			8.3
Pro Forma Shares Outstanding at Close		391.2			392.8			393.2			393.5			393.8			394.2			394.5
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.01
%Accretion/(Dilution)		3.7	%		3.2	%		3.1	%		3.0	%		2.9	%		2.8	%		2.7	%
Surplus/(Pre-tax synergies required for breakeven)	$	5.9		$	5.2		$	5.0		$	4.9		$	4.7		$	4.6		$	4.4

16

DRAFT FOR INTERNAL USE ONLY AVIGNON

SENSITIVITY ANALYSIS—100% CASH

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Avignon Shares Issued to Castle		0.0			0.0			0.0			0.0			0.0			0.0			0.0
Pro Forma Shares Outstanding at Close		386.2			386.2			386.2			386.2			386.2			386.2			386.2
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.01		$	0.01
%Accretion/(Dilution)		4.3	%		3.9	%		3.9	%		3.8	%		3.7	%		3.7	%		3.6	%
Surplus/(Pre-tax synergies required for breakeven)	$	6.8		$	6.3		$	6.2		$	6.1		$	5.9		$	5.8		$	5.7

17

DRAFT FOR INTERNAL USE ONLY

NORMANDY

18

DRAFT FOR INTERNAL USE ONLY NORMANDY

SENSITIVITY ANALYSIS—100% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		0.6128	x		0.7839	x		0.8180	x		0.8521	x		0.8862	x		0.9202	x		0.9543	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		30.0	%		36.4	%		37.6	%		38.7	%		39.8	%		40.8	%		41.9	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Normandy Shares Issued to Castle		7.0			9.4			9.9			10.4			10.9			11.4			11.8
Pro Forma Shares Outstanding at Close		23.5			25.8			26.3			26.8			27.3			27.8			28.3
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Trading Day Exchange Ratio (0.6128 x)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Exchange Ratio (0.5967 x)		3	%		31	%		37	%		43	%		49	%		54	%		60	%
90 Trading Day Moving Average Exchange Ratio (0.5035 x)		22	%		56	%		62	%		69	%		76	%		83	%		90	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.00		$	(0.08	)	$	(0.10	)	$	(0.11	)	$	(0.13	)	$	(0.14	)	$	(0.15	)
% Accretion/(Dilution)		0.3	%		(7.5	)%		(8.9	)%		(10.3	)%		(11.6	)%		(12.9	)%		(14.2	)%
Surplus/(Pre-tax synergies required for breakeven)	$	0.1		$	(2.7	)	$	(3.3	)	$	(3.8	)	$	(4.4	)	$	(4.9	)	$	(5.5	)

19

DRAFT FOR INTERNAL USE ONLY NORMANDY

SENSITIVITY ANALYSIS—50% STOCK

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Implied Exchange Ratio		0.3064	x		0.3920	x		0.4090	x		0.4260	x		0.4431	x		0.4601	x		0.4772	x
Castle Pro Forma Ownership (based on Treasury Stock Method)		17.6	%		22.2	%		23.1	%		24.0	%		24.8	%		25.7	%		26.5	%
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Normandy Shares Issued to Castle		3.5			4.7			4.9			5.2			5.4			5.7			5.9
Pro Forma Shares Outstanding at Close		20.0			21.1			21.4			21.6			21.9			22.1			22.4
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.17		$	0.10		$	0.08		$	0.07		$	0.06		$	0.05		$	0.04
%Accretion/(Dilution)		15.5	%		9.1	%		7.9	%		6.7	%		5.5	%		4.4	%		3.3	%
Surplus/(Pre-tax synergies required for breakeven)	$	4.3		$	2.7		$	2.3		$	2.0		$	1.7		$	1.3		$	1.0

20

DRAFT FOR INTERNAL USE ONLY NORMANDY

SENSITIVITY ANALYSIS—100% CASH^(a)

Sensitivity Analysis

(US$ in millions, except per share data)

Acquisition Structure	Castle At Market
Offer Price/Share for Castle	$	8.99		$	11.50		$	12.00		$	12.50		$	13.00		$	13.50		$	14.00
New Normandy Shares Issued to Castle		0.0			0.0			0.0			0.0			0.0			0.0			0.0
Pro Forma Shares Outstanding at Close		16.4			16.4			16.4			16.4			16.4			16.4			16.4
Transaction Equity Value	$	103		$	138		$	145		$	152		$	159		$	167		$	174
Transaction Enterprise Value	$	77		$	111		$	118		$	125		$	133		$	140		$	147
Premiums based on:
Last Closing Price ($8.99)		—			28	%		33	%		39	%		45	%		50	%		56	%
30 Trading Day Moving Average Price ($8.92)		1	%		29	%		34	%		40	%		46	%		51	%		57	%
90 Trading Day Moving Average Price ($7.33)		23	%		57	%		64	%		71	%		77	%		84	%		91	%
Castle Implied Acquisition Multiples
Enterprise Value/CY 2003E Revenues		0.7	x		1.0	x		1.1	x		1.2	x		1.2	x		1.3	x		1.4	x
Enterprise Value/CY 2004E Revenues		0.7	x		1.0	x		1.0	x		1.1	x		1.1	x		1.2	x		1.3	x
CY 2003E P/E		20	x		26	x		27	x		28	x		29	x		30	x		31	x
CY 2004E P/E		16	x		21	x		22	x		22	x		23	x		24	x		25	x
Accretion/(Dilution) with estimated synergies
CY 2004E—Adjusted for Closing Date
Per Share Accretion/(Dilution)	$	0.26		$	0.18		$	0.17		$	0.15		$	0.14		$	0.12		$	0.11
%Accretion/(Dilution)		23.7	%		17.0	%		15.6	%		14.2	%		12.8	%		11.4	%		10.0	%
Surplus/(Pre-tax synergies required for breakeven)	$	5.5		$	3.9		$	3.6		$	3.3		$	2.9		$	2.6		$	2.3

(a) 100% Cash scenario assumes 50% of transaction financed from existing cash and 50% financed through debt with an interest rate of 7.5%.

21

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LEVERAGED BUYOUT ANALYSIS

22

DRAFT FOR INTERNAL USE ONLY LEVERAGED BUYOUT ANALYSIS

LEVERAGED BUYOUT TRANSACTION SUMMARY^(a)

CASTLE MBO Sources and Uses of Funds

(Dollars in millions)

Assumes Transaction Closes 12/31/03

Sources			% of Total
Cash		30.0	21.2	%
Revolving Credit		0.0	0.0	%
Senior Notes		35.0	24.8	%
Senior Sub-Debt		0.0	0.0	%
Mgt Rollover		8.8	6.2	%
Preferred Equity		0.0	0.0	%
Common Equity		67.6	47.8	%
Total Sources	$	141.3	100.0	%
Uses			% of Total
Increase in Cash		—	0.0	%
Refinance Debt		0.4	0.3	%
Acquisition of CASTLE Stock		137.9	97.6	%
Transaction Fees		3.0	2.1	%
Total Uses	$	141.3	100.0	%

CASTLE MBO Assumptions

Interest Rates	PIK	Int. Rate			Ownership.
Cash Balances			1.5	%	0.0	%
Revolving Credit			6.5	%	0.0	%
Senior Notes			11.5	%	0.0	%
Senior Sub-Debt			14.0	%	0.0	%
Preferred Equity			10.0	%	0.0	%
Castle Fully-Diluted Shares			12.0
Price per Share		$	11.50
Mgt Equity(b)			0.8		MM Shares
Mgt Rollover as %of Mgt Equity			100	%

Acquisition Multiples

Enterprise Value as a Multiple of
2003E Revenue	1.00	x
2004E Revenue	0.93
2003E EBITDA	10.7	x
2004E EBITDA	8.9

CASTLE Transaction Overview

(Dollars in millions)

Fiscal Year Ending December 31,

			Hist		Projected
			2003		2004			2005			2006			2007			2008			2009			2010			2011			2012			2013
Net Sales			$	107.8	$	116.0		$	124.5		$	133.7		$	143.7		$	154.5		$	169.9		$	186.9		$	205.6		$	226.2		$	248.8
EBITDA				10.2		12.2			16.3			18.3			22.5			26.8			31.3			36.4			42.0			48.3			55.3
Operating Income				4.3		6.7			11.2			15.3			19.5			23.8			28.0			32.7			38.0			43.9			50.4
Total Debt			$	—	$	30.5		$	23.7		$	15.7		$	4.7		$	—		$	—		$	—		$	—		$	—		$	—
Total Net Debt				—		30.5			23.7			15.7			4.7			(9.8	)		(27.2	)		(47.6	)		(71.5	)		(99.1	)		(131.0	)
Total Debt/EBITDA						2.5	x		1.5	x		0.9	x		0.2	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x		0.0	x
Total Debt/EBITDA—Capex						3.3			1.8			1.0			0.2			0.0			0.0			0.0			0.0			0.0			0.0
EBITDA/Cash Interest Expense						3.0			4.6			6.7			12.4			49.6			NM			NM			NM			NM			NM
EBITDA—Cap. Ex./Cash Interest						2.3			3.8			5.6			10.7			44.1			NM			NM			NM			NM			NM
Senior Debt/Total Capitalization						30.6	%		24.3	%		16.2	%		4.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Senior Debt/Initial Senior Debt						87.2	%		67.6	%		45.0	%		13.4	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total Debt/Total Capitalization						30.6	%		24.3	%		16.2	%		4.9	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Returns to Senior Notes
EBITDA Exit Multiple:	6.0	x				11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%
	7.0					11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%
	8.0					11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%		11.5	%
Returns to Common Equity
EBITDA Exit Multiple:	6.0	x				4.6	%		11.6	%		17.8	%		20.4	%		21.3	%		21.6	%		21.6	%		21.5	%		21.2	%		NM
	7.0					15.5	%		18.4	%		22.6	%		24.0	%		24.1	%		23.9	%		23.5	%		23.1	%		22.6	%		NM
	8.0					25.5	%		24.5	%		26.9	%		27.2	%		26.6	%		25.9	%		25.2	%		24.5	%		23.8	%		NM

(a) Based on financing assumptions set forth in Guard’s offer model.

(b) Management equity based on management owned shares outstanding plus shares from management options. Management options-related shares are estimated based on the assumption that management has the same percentage of “in the money” options as total outstanding options with a strike price equal to the weighted average strike price of “in the money” options.

23

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APPENDIX

24

DRAFT FOR INTERNAL USE ONLY

MANAGEMENT’S PROJECTION MODEL

25

DRAFT FOR INTERNAL USE ONLY MANAGEMENT’S PROJECTION MODEL

MANAGEMENT’S PROJECTION MODEL

	Pro Forma* FY’02 Actual					FY’03 Forecast					FY’04 Forecast					FY’05 Forecast					FY’06 Forecast					FY’07 Forecast					FY’08 Forecast
Product Revenue	$	46,214		46.5	%	$	49,012		45.5	%	$	54,250		46.8	%	$	59,675		47.9	%	$	65,643		49.1	%	$	72,207		50.3	%	$	79,427		51.4	%
Professional Services		14,540					18,148					19,044					19,996					20,996					22,045					23,148
Maintenance		38,736					40,673					42,706					44,842					47,084					49,438					51,910
Service Revenue		53,276		53.5	%		58,821		54.5	%		61,750		53.2	%		64,838		52.1	%		68,079		50.9	%		71,483		49.7	%		75,058		48.6	%
Total Revenue		99,490		100.0	%		107,833		100.0	%		116,000		100.0	%		124,513		100.0	%		133,722		100.0	%		143,690		100.0	%		154,485		100.0	%
Product Margin		36,901		79.8	%		38,267		78.1	%		42,586		78.5	%		47,740		80.0	%		52,842		80.5	%		58,487		81.0	%		64,733		81.5	%
Service Margin		26,293		49.4	%		28,091		47.8	%		29,949		48.5	%		32,419		50.0	%		34,720		51.0	%		36,814		51.5	%		39,030		52.0	%
Gross Margin		63,194		63.5	%		66,358		61.5	%		72,535		62.5	%		80,159		64.4	%		87,563		65.5	%		95,301		66.3	%		103,763		67.2	%
Operating Expenses:
Development		16,412		16.5	%		16,041		14.9	%		16,522		14.2	%		17,018		13.7	%		17,528		13.1	%		18,054		12.6	%		18,596		12.0	%
Sales		25,333		25.5	%		24,655		22.9	%		25,520		22.0	%		27,051		21.7	%		28,674		21.4	%		30,395		21.2	%		32,522		21.1	%
Marketing		4,918		4.9	%		5,107		4.7	%		6,384		5.5	%		6,894		5.5	%		7,584		5.7	%		8,342		5.8	%		9,177		5.9	%
G&A		15,892		16.0	%		16,292		15.1	%		17,432		15.0	%		17,955		14.4	%		18,494		13.8	%		19,049		13.3	%		19,620		12.7	%
Total Operating Expenses		62,555		62.9	%		62,095		57.6	%		65,858		56.8	%		68,919		55.4	%		72,281		54.1	%		75,840		52.8	%		79,915		51.7	%
Operating income/(loss)		639		0.6	%		4,263		4.0	%		6,677		5.8	%		11,240		9.0	%		15,282		11.4	%		19,461		13.5	%		23,848		15.4	%
Other income		839		0.8	%		682		0.6	%		825		0.7	%		1,406		1.1	%		1,781		1.3	%		2,240		1.6	%		2,794		1.8	%
Income/(loss) before taxes		1,478		1.5	%		4,945		4.6	%		7,502		6.5	%		12,646		10.2	%		17,063		12.8	%		21,701		15.1	%		26,642		17.2	%
Tax provision/(benefit)		370		0.4	%		1,248		1.2	%		1,875		1.6	%		4,173		3.4	%		5,972		4.5	%		7,595		5.3	%		9,325		6.0	%
Net income/(loss)	$	1,109		1.1	%	$	3,697		3.4	%	$	5,626		4.9	%	$	8,473		6.8	%	$	11,091		8.3	%	$	14,105		9.8	%	$	17,318		11.2	%
Diluted EPS	$	0.09				$	0.31				$	0.46				$	0.64				$	0.78				$	0.92				$	1.06
Weighted average shares		12,177					11,791					12,300					13,300					14,300					15,300					16,300
EBITDA:
Net income	$	1,109				$	3,697				$	5,626				$	8,473				$	11,091				$	14,105				$	17,318
Less: Interest/other income		(839	)				(682	)				(825	)				(1,406	)				(1,781	)				(2,240	)				(2,794	)
Add: Taxes		370					1,248					1,875					4,173					5,972					7,595					9,325
Add: Depreciation		4,432					4,143					3,750					3,250					3,000					3,000					3,000
Add: Amortization		1,692					1,764					1,764					1,764					0					0					0
	$	6,763		6.8	%	$	10,170		9.4	%	$	12,191		10.5	%	$	16,254		13.1	%	$	18,282		13.7	%	$	22,461		15.6	%	$	26,848		17.4	%

26

EX-99.D.2

Exhibit (d)(2)

10/7/03

OUTLINE OF PRINCIPAL TERMS

FOR

MANAGEMENT ARRANGEMENTS WITH NEWCO

1. Employment Agreements

For each of Messrs. Foy, Breslauer and Provenzano (the “Executive Team”). Whenever used herein, the term “Senior Management” means the Executive Team and George Landgrebe, Alex Tellez and Jim Mitchell.

• Term: Evergreen

• Duties:

• James Foy: President and CEO of combined Concerto and Melita and subsidiaries (“Newco”) reporting to the board of directors.

• Ralph Breslauer: Executive VP, Sales and Marketing of Newco reporting to the President.

• Michael Provenzano: Executive Vice President, Finance & Chief Financial Officer of Newco reporting to the President.

• Base Salary and Annual Bonus:

• At least equal to present base salary and bonus potential and payable at customary times.

• For 2003, Newco will continue the Concerto 2003 Bonus Plan for purposes of determining whether 2003 bonuses have been earned. Concerto’s 2003 Bonus Plan will be used as a guideline for developing Newco’s 2004 Bonus Plan and for subsequent years’ bonus plans, which plans will include targets set out in written bonus plans adopted annually by the Board, after consultation with management.

• Annual increases at discretion of Board

• Benefits/Expenses:

• Reasonable and customary fringe benefits as are generally available to executive officers of Newco, which shall at least be comparable, in the aggregate, to current benefits, including

• health insurance

• term life insurance

• disability insurance

• 401(k), with company match (to the extent offered by the Company)

• Vacation program for Senior Management identical to that currently offered by Concerto

• Reimbursement of business expenses, subject to customary reporting

• Newco to pay legal fees and expenses associated with representing the Executive Team, estimated not to exceed $45,000.

1

• Noncompetition:

• Term to be co-terminous with severance payments.

• Restriction during noncompete term against soliciting employees or customers away from or interfering with customers who have business relations with Newco or participating in a competing business (TBD).

• Termination

• with cause (narrowly defined, but to include repeated and willful failure to obey good faith, lawful directives of the Board that are consistent with the Executive’s title and position)

• without cause

• upon death

• upon disability

• by the Executive for good reason (narrowly defined).

• by the Executive without good reason upon 60 days notice

• by the Executive in the event of a change of control if the Executive notifies Newco prior to the change of control that he intends to terminate his employment effective as of the change of control and Executive does in fact resign effective as of the change of control (“Change of Control Termination”)

• Severance:

• Termination of employment by company without cause or resignation by the Executive for good reason or upon a Change of Control Termination:

• Foy:

- 18 months base salary and continuation of benefits, plus bonus payout equal to prior year’s bonus

- 1 year of accelerated vesting on incentive equity

• Breslauer:

- 12 months base salary and continuation of benefits, plus bonus payout equal to prior year’s bonus

- 6 months accelerated vesting on incentive equity

• Provenzano:

- 12 months base salary and continuation of benefits, plus bonus payout equal to prior year’s bonus

- 6 months accelerated vesting on incentive equity

• James Foy Retirement: If James Foy resigns after four years and does not then or during the consulting period specified below participate in a competing business, at his option he may continue as a consultant to Newco (and at Golden Gate Capital’s option, as a director to Newco) during the one year period immediately following any such resignation, it being agreed that such consulting engagement shall automatically renew for successive one year periods, unless either party provides the other party with written notice no later than 30 days prior to the expiration of the initial one year consulting engagement or any renewal thereof of such party’s intention not to renew Foy’s consulting engagement. During his consulting engagement, Newco shall (i) pay Foy annual consulting payments of $100,000 and (ii) continue

2

Foy’s health benefits at Newco’s expense during the consulting period and for an additional 18 months. Mr. Foy’s incentive equity will continue to vest during the term of his consultancy engagement.

• Indemnification: customary indemnification protection from Newco.

• Gross up for 280G on liquidity event. The Executive Team will cooperate with Newco to qualify the arrangements contemplated hereby for the private company exception to the Golden Parachute Payment rules under IRC Sections 280G and 4999, if applicable.

2. Equity Rollover

• Newco equity will be common stock with a liquidation preference attached to the purchased/rollover equity. The purchased/rollover equity will bear a PIK dividend of 10% annually.

• Existing common stock to be rolled over will be exchanged for the same class or classes of equity in Newco that will be owned by the Equity Sponsors, and with the same liquidation preference per share. To the extent the rollover is not tax-deferred, members of the Executive Team who roll over existing common stock (excluding stock options) will receive an additional payment sufficient to cover any foreign, federal and state income tax liability on the rollover (and on such payment).

• Existing options to be rolled over will remain outstanding, but become exercisable for the same class of equity in Newco that will be owned by the Equity Sponsors, and with the same liquidation preference per share. Rollover options will be exercisable at any time, including after termination of employment. Provision will be made to enable holders of rollover options to participate in dividends or distributions made prior to exercise of the options.

• Rollover options shall be rolled over for Newco options with an “embedded value” (determined by calculating the difference between the exercise price of such option to be issued by Newco and the value of the stock covered by such option to be issued by Newco) equal to (i) the product of (A) the total number of Concerto common shares otherwise issuable upon exercise of such rollover option and (B) the excess, if any, of the merger consideration per Concerto common share less the applicable exercise price per Concerto common share otherwise issuable upon exercise of such rollover option, minus (ii) the Deferred Compensation Amount (as defined below).

• “Deferred Compensation Amount” means the aggregate exercise prices on the rollover options, which exercise prices will be equal to 25% of the cost per share paid by the Equity Sponsors’ for their shares of Class A* Common. The Deferred Compensation Amount will be an unfunded liability of Newco. The Deferred Compensation Amount shall be payable in full at the earlier of (a) 10 years, (b) consummation of an IPO, (c) consummation of a change of control and (d) ten days prior to the expiration of the exercisability of any rollover options. Notwithstanding the foregoing, the Company will pay the relevant member of the Executive Team all or any portion of their Deferred Compensation Amount so long as such proceeds are then immediately used by

3

such member of the Executive Team to exercise rollover options. The amount of the deferred compensation obligation shall be fully vested with no forfeiture provision.

• To illustrate the two preceding paragraphs, if (i) an Executive holds existing Concerto options with an aggregate value of $10 (merger consideration less strike price) and (ii) Newco shares are being issued at a price of $1 per share, the Executive would receive an option for 10 shares with a strike price of $.25 per share, and a Deferred Compensation Amount of $2.50.

• At the time rollover options are exercised, Newco will pay the exercising member of the Executive Team a bonus sufficient to reduce the effective tax rate on the options from ordinary income to capital gains rates, but only to the extent Newco is then able to use the tax benefit from the exercise of the options.

• Newco will also loan the Executive Team $2 million ($1 million of which will be 50% nonrecourse, and $1 million of which will be 25% nonrecourse), with note repayment deferred until a liquidity event occurs, for the purchase of additional shares of the same equity securities of Newco as are issued to the Equity Sponsors. The loans will bear interest at the IRS’ applicable federal rate

• Melita valuation will be as set forth on Exhibit A.

• Each member of the Executive Team agrees to rollover the number of shares of common stock and/or options exercisable therefor as set forth on Exhibit A attached hereto.

3. Incentive Equity

• The incentive equity pool for Newco will be in three tranches:

• Tranche 1 of the equity incentive pool will be for the number of Newco’s common shares set forth on Exhibit A attached hereto under the caption “Restricted Stock [1.0x]”, with a nominal strike price

• Tranche 2 of the equity incentive pool will be for the number of Newco’s common shares set forth on Exhibit A attached hereto under the caption “Options [2.5x]”, with a strike price equal to a 2.5x return on the Equity Sponsors’ invested capital (ratcheting down to a 1.5x return if the Equity Sponsors liquidate their Newco ownership on or prior to the first anniversary of the closing of the merger; a 1.75x return if the Equity Sponsors liquidate their Newco ownership after the first anniversary and on or prior to the 18 month anniversary of the closing of the merger; a 2.0x return if the Equity Sponsors liquidate their Newco ownership after the 18 month anniversary and on or prior to the 24 month anniversary of the closing of the merger; and a 2.25x return if the Equity Sponsors liquidate their Newco ownership after the 24 month anniversary and on or prior to the 30 month anniversary of the closing of the merger).

• Tranche 3 of the equity incentive pool will be for the number of Newco’s common shares set forth on Exhibit A attached hereto under the caption

4

“Options [4.0x]”, with a strike price equal to a 4.0x return on the Equity Sponsors’ invested capital

• For illustrative purposes, a “2.5x return” on the Equity Sponsors’ capital means that for each $1.00 invested in common equity (whether in the form of purchased equity or rollover shares) the Equity Sponsors receive a return of that $1.00 plus an additional $1.50.

• The Executive Team will receive the number of Newco’s common shares in each of the aforementioned three tranches set forth on Exhibit A attached hereto, increased proportionately to the extent that there are more than 85,000,000 purchase/rollover shares outstanding following the closing (treating rollover options as outstanding shares), but excluding any such increase resulting from the issuance of any equity incentive required to be given to any debt or preferred stock provider in connection with the merger financing (any such additional equity to be on then prevailing market terms, including with respect to price and other terms). Notwithstanding the foregoing, the $7 million of purchased equity to be made available to Wells Fargo Foothill and Highbridge is included in the baseline purchased/rollover equity account of $115 million, and such lender purchased equity of $7 million will not further dilute the management incentive equity described herein. Newco’s CEO, James Foy, will be responsible for proposing an allocation of the balance of the unallocated incentive equity among other management, subject to the approval of Newco’s Board of Directors.

• Any forfeited incentive equity will, at the discretion of Newco’s Board of Directors in consultation with Newco’s CEO, James Foy, be reallocated among remaining management. Newco’s CEO, James Foy, will be responsible for proposing a reallocation of the forfeited incentive equity, subject to the approval of the Board of Directors.

• All Tranches of the incentive equity program for Senior Management will take the form of restricted stock in a corporation. Upon achievement of the appropriate hurdle rate (i.e., after return of liquidation preference and achievement of the appropriate performance measures (e.g., 2.5x return and 4.0x return)), such restricted stock will be eligible to participate in dividends or distributions made prior to vesting of the restricted stock.

• All incentive equity will vest over 4 years (“Time Vesting”), subject to acceleration and forfeiture, as discussed below. Time Vesting shall occur quarterly in the first year and monthly thereafter.

• 100% of Time Vesting incentive equity held by members of the Executive Team will accelerate upon a liquidity event (sale of Newco or a change of control), provided Executive is employed by Newco at the time of such liquidity event.

• If the purchased/rollover equity bears a dividend (PIK or otherwise), increasing liquidation preference or other accretion, the incentive equity issued to Senior Management will either participate in such dividend, increasing liquidation preference or accretion or will otherwise be treated so as not to be adversely affected thereby.

5

• If Executive is terminated, all unvested incentive equity will expire. Following termination of employment, Newco may repurchase any unvested incentive equity at the lower of cost or fair market value.

4. Management/Minority Rights

• Board of Directors:

• Newco’s CEO, James Foy, shall be a member of the Board. Newco’s CEO, James Foy, shall be entitled to nominate at least one director to Newco’s Board of Directors, subject to Golden Gate Capital’s approval.

• Board shall meet at least quarterly.

• The Board shall contain at least one independent director.

• Preemptive Rights: Subject to certain agreed upon exempt issuances, each member of the Executive Team shall have a right of first offer to acquire his proportionate percentage of purchased/rollover equity of any issuance of equity by Newco.

• Tag-Along Rights: Subject to certain agreed upon exceptions, if an Equity Sponsor decides to transfer all or a portion of its equity in Newco, each member of the Executive Team shall have the right to include in such transfer the same proportion of his purchased/rollover equity and any vested incentive equity as the Equity Sponsor transfers and to receive the same value per share as the Equity Sponsor with respect to such class of equity.

• Drag-Along Rights: If an Equity Sponsor(s) is transferring more than 50% of the equity in Newco owned by all Equity Sponsors, at the request of such Equity Sponsor(s), all management shareholders will be required to transfer their shares on substantially the same terms and in the same proportion as any transfers made by the Equity Sponsor to unaffiliated third parties.

• Registration Rights:

• Members of the Executive Team will have pro rata registration rights in connection with a demand registration initiated by an Equity Sponsor.

• Members of the Executive Team will have standard pro rata piggyback registration rights in connection with a registered offering by Newco.

• Members of the Executive Team will be bound by a holdback agreement identical to that of the Equity Sponsors.

• Management equity will be subject to prohibition on transfer, except as outlined above or customary transfers for tax planning, etc.

5. Conditions

• Each party’s obligations with respect to the transactions outlined herein will be subject to (i) consummation of the Merger and (ii) execution and delivery of mutually satisfactory legal documentation evidencing the transactions contemplated hereby consistent with the terms outlined herein, it being agreed that each of the undersigned will negotiate in good faith to execute and deliver such documentation. This letter agreement shall be governed by, and

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construed in accordance with, the laws of the State of New York and shall be a binding agreement of the undersigned.

Each of the parties hereto, intending to be legally bound, have executed and delivered this agreement as of October 7, 2003.

James Foy

Ralph Breslauer

Michael Provenzano

Melita International Ltd.

By:                                                                                                 

Its:                                                                                                 

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