Tanning Technology Corp – ‘PREM14A’ for 4/29/03

On:  Tuesday, 4/29/03, at 8:09pm ET   ·   As of:  4/30/03   ·   For:  4/29/03   ·   Accession #:  950123-3-4922   ·   File #:  0-26795

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Merger Proxy Materials                   132    560K 

Document Table of Contents

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

                                                                [Download Table]
                                                    
[X]  Preliminary Proxy Statement                    
[ ]  Definitive Proxy Statement                     
[ ]  Definitive Additional Materials                
[ ]  Soliciting Material Pursuant to sec. 240.14a-12

TANNING TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
(Name of each Registrant as Specified in its Charter) 

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[ ]  No fee required.                                                           

[X]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  
common stock, par value $0.01 per share                     
          ----------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     
20,824,954 shares of common stock                           
          ----------------------------------------------------------------------

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  
$24,000,000 divided by 20,824,954 shares of common stock    
          ----------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction:                 
$24,000,000                                                 
          ----------------------------------------------------------------------

(5)  Total fee paid:                                                  
$1,941.60                                                   
          ----------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.                            

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

(1)  Amount previously paid:                                          

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

(2)  Form, Schedule or Registration Statement No.:                    

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

(3)  Filing Party:                                                    

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

(4)  Date Filed:                                                      

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

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(TANNING LOGO)

Dear Fellow Stockholder:                                                        

    As you may know, on April 18, 2003, Tanning Technology Corporation
entered into an agreement and plan of merger, which we refer to as the merger   
agreement, with Tiger Holding Corporation, a wholly-owned subsidiary of Platinum
Equity, LLC, and Tiger Merger Corporation, a subsidiary of Tiger Holding        
Corporation, pursuant to which we will become a wholly-owned subsidiary of Tiger
Holding Corporation. A special meeting of our stockholders will be held on      
[           ], [           ], at 8:00 a.m. local time, to vote on a proposal to 
adopt the merger agreement so that the merger can occur. The meeting will be    
held at our company's office at 4600 South Syracuse Street, Suite 300, Denver,  
Colorado 80237. Notice of the special meeting is enclosed.                      

        Upon completion of the merger, each share of Tanning common stock will
be converted into the right to receive an amount in cash, which we refer to as  
the per share merger consideration, of approximately $1.15, which represents a  
39% premium over the closing price per share of Tanning common stock as reported
on the Nasdaq National Market on April 17, 2003, the last trading day prior to  
public announcement of the merger agreement. The exact amount of the per share  
merger consideration will equal the quotient obtained by dividing $24,000,000,  
less amounts payable to holders of options to purchase shares of Tanning common 
stock, by the number of shares of Tanning common stock that are outstanding at  
the time of the merger. Based on the number of shares of Tanning common stock   
outstanding on [April 29], 2003, no amounts will be payable to holders of       
options to purchase shares of our common stock. In the event that we issue any  
shares of Tanning common stock prior to the merger, the per share merger        
consideration will decrease. We do not intend to issue any shares of Tanning    
common stock prior to the merger but, if we do, we will issue a press release to
that effect that will contain a revised calculation of the per share merger     
consideration. We expect to complete the merger promptly after the special      
meeting.                                                                        

       This proxy statement gives you detailed information about the special
meeting and the merger and includes the merger agreement as Annex A. The receipt
of cash in exchange for shares of Tanning common stock in the merger will       
constitute a taxable transaction to U.S. taxpayers for U.S. federal income tax  
purposes. We encourage you to read the proxy statement and the merger agreement 
carefully.                                                                      

        A special committee of our board of directors has recommended that our
board of directors approve and declare advisable the merger agreement and       
recommend that our stockholders adopt the merger agreement. After receiving the 
recommendation of the special committee, our board of directors approved and    
declared advisable the merger agreement and determined to recommend that our    

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stockholders adopt the merger agreement. In connection with its evaluation of   
the merger, the special committee considered a number of factors, including the 
written opinion of Adams, Harkness & Hill, financial advisor to the special     
committee, delivered on April 18, 2003 to the special committee to the effect   
that, based upon and subject to the factors and assumptions set forth in that   
opinion, as of April 18, 2003, the per share merger consideration to be received
by Tanning stockholders pursuant to the merger agreement is fair from a         
financial point of view to those holders. The Adams, Harkness & Hill opinion is 
not a recommendation as to how any holder of shares of our common stock should  
vote with respect to the merger. The written opinion of Adams, Harkness & Hill  
is attached as Annex B to the proxy statement, and you should read it carefully.

         Your vote is important. We cannot complete the merger unless holders of
a majority of all outstanding shares of our common stock entitled to vote on the
merger vote to adopt the merger agreement. Our board of directors recommends    
that you vote "FOR" the proposal to adopt the merger agreement. THE FAILURE OF  
ANY STOCKHOLDER TO VOTE ON THE PROPOSAL TO ADOPT THE MERGER AGREEMENT WILL HAVE 
THE SAME EFFECT AS A VOTE AGAINST THE MERGER.                                   

   Stockholders owning or controlling a total of 8,784,778 shares of
Tanning common stock representing approximately 42% of all outstanding shares,  
including Larry G. Tanning, our co-founder and chairman of our board of         
directors, have entered into a voting agreement with Tiger Holding Corporation  
in which they agreed to vote in favor of adopting the merger agreement. A copy  
of the voting agreement is attached as Annex C to the proxy statement.          

Our board of directors has fixed the close of business on     
[           ], 2003 as the record date for the special meeting and only holders 
of Tanning common stock on the record date are entitled to vote at the special  
meeting. On the record date, there were [20,824,954] shares of Tanning common   
stock outstanding and entitled to vote at the special meeting.                  

         Whether or not you plan to attend the special meeting, please complete,
sign and date the accompanying proxy card and return it in the enclosed prepaid 
envelope.                                                                       

              Sincerely,

                       [/S/ LARRY TANNING]

                    Larry G. Tanning
            Chairman

This transaction has not been approved or disapproved by the Securities and     
Exchange Commission or any state securities commission. Neither the Securities  
and Exchange Commission nor any state securities commission has passed upon the 
fairness or merits of this transaction or upon the accuracy or adequacy of the  
information contained in this document. Any representation to the contrary is a 
criminal offense.                                                               

        This proxy statement is dated [           ], 2003, and is being mailed
on or about [           ], 2003.                                                

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TANNING TECHNOLOGY CORPORATION
--------------------------- 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON [          ], 2003

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

      PLEASE TAKE NOTICE that a special meeting of stockholders of TANNING
TECHNOLOGY CORPORATION, a Delaware corporation, will be held on [           ],  
[           ], 2003 at 8:00 a.m. local time, at our company's office at 4600    
South Syracuse Street, Suite 300, Delaware, Colorado 80237, for the following   
purposes:                                                                       

     1. To vote on a proposal to adopt the Agreement and Plan of Merger,
           dated as of April 18, 2003, by and among Tiger Holding Corporation,
        a Delaware corporation and a wholly-owned subsidiary of Platinum
           Equity, LLC, Tiger Merger Corporation, a Delaware corporation and a
         wholly owned subsidiary of Tiger Holding Corporation, and Tanning
           Technology Corporation, as such Agreement and Plan of Merger may be
amended from time to time; and                          

    2. To transact such other business as may properly come before the
   special meeting or any adjournment or postponement thereof.

      We urge you to read the accompanying proxy statement carefully as it
sets forth details of the proposed merger and other important information       
related to the merger.                                                          

   The record date for the determination of stockholders entitled to
notice of and to vote at the special meeting is [           ], 2003.            
Accordingly, only stockholders of record as of that date will be entitled to    
notice of and to vote at the special meeting or any adjournment thereof.        

        After receiving the unanimous recommendation of a special committee of
directors, the Tanning board of directors has unanimously approved and declared 
advisable the merger agreement.                                                 

        After receiving the unanimous recommendation of a special committee of
directors, the Tanning board of directors unanimously recommends that           
stockholders vote "FOR" the adoption of the merger agreement.                   

                                       By Order of the Board of Directors,

                      Jeffrey Greenblatt
             Secretary
[           ], 2003                                                             

         Please sign, date, and return the accompanying proxy whether or not you
plan to attend the special meeting so that your shares of Tanning common stock  
will be represented at the special meeting.                                     

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
QUESTIONS AND ANSWERS ABOUT THE MERGER......................    1 
SUMMARY TERM SHEET..........................................    5 
  The Proposed Transaction..................................    5 
  The Companies.............................................    5 
  What You Will Be Entitled to Receive Upon Completion of         
     the Merger.............................................    6 
  The Special Meeting.......................................    6 
  Recommendation of the Special Committee and Our Board of        
     Directors..............................................    8 
  Opinion of Financial Advisor..............................    8 
  Interests of Directors and Executive Officers in the            
     Merger.................................................    9 
  Material U.S. Federal Income Tax Consequences.............    9 
  The Merger Agreement......................................    9 
  Voting Agreement..........................................   11 
  Appraisal Rights..........................................   11 
THE COMPANIES...............................................   13 
  Tanning...................................................   13 
  Tiger Holding.............................................   13 
  Merger Sub................................................   13 
THE SPECIAL MEETING.........................................   14 
  Date, Time and Place of the Special Meeting...............   14 
  Purpose of the Special Meeting............................   14 
  Record Date...............................................   14 
  Voting Rights; Vote Required for Adoption.................   14 
  Voting and Revocation of Proxies..........................   15 
  Solicitation of Proxies...................................   15 
  Questions and Additional Information......................   16 
THE MERGER..................................................   16 
  Background................................................   16 
  Recommendation of the Special Committee; Recommendation of      
     Our Board of Directors.................................   24 
  Reasons for the Merger....................................   24 
  Opinion of Tanning's Financial Advisor....................   26 
  Certain Litigation........................................   36 
  Financing of the Merger...................................   36 
  Material U.S. Federal Income Tax Consequences of the            
     Merger to Our Stockholders.............................   36 
  Interests of Directors and Executive Officers in the            
     Merger.................................................   37 
  Appraisal Rights..........................................   39 
  Form of the Merger........................................   41 
  Conversion of Shares; Procedures for Exchange of                
     Certificates...........................................   42 
THE MERGER AGREEMENT........................................   42 
  The Merger................................................   42 
  Merger Consideration......................................   43 

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                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
  Directors and Officers....................................   43 
  Treatment of Stock Options................................   43 
  Dissenting Stockholders...................................   43 
  Payment for the Shares....................................   44 
  Representations and Warranties............................   44 
  Conduct of Business Pending the Merger....................   46 
  Efforts to Complete the Merger............................   48 
  Conditions to the Merger..................................   48 
  No Solicitation of Other Offers...........................   49 
  Termination of the Merger Agreement.......................   51 
  Termination Fees..........................................   52 
  Employee Obligations......................................   53 
  Amendment, Extension and Waiver...........................   53 
  Guarantee by Platinum Equity..............................   53 
THE VOTING AGREEMENT........................................   53 
  Agreement to Vote and Proxy...............................   54 
  Restrictions on Transfer..................................   54 
  Termination...............................................   55 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND               
  MANAGEMENT................................................   56 
OTHER MATTERS...............................................   57 
  Other Matters for Action at the Special Meeting...........   57 
  Stockholder Proposals.....................................   58 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........   58 
WHERE YOU CAN FIND MORE INFORMATION.........................   60 

Annex A -- Agreement and Plan of Merger                           
Annex B -- Opinion of Adams, Harkness & Hill                      
Annex C -- Voting Agreement                                       
Annex D -- Section 262 of the Delaware General Corporate Law      

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QUESTIONS AND ANSWERS ABOUT THE MERGER

     The following questions and answers are intended to address briefly
some commonly asked questions regarding the merger. These questions and answers 
may not address all questions that may be important to you as a stockholder.    
Please refer to the more detailed information contained elsewhere in this proxy 
statement, the annexes to this proxy statement and the documents referred to or 
incorporated by reference in this proxy statement.                              

Q.  WHAT IS THE PROPOSED TRANSACTION?                                           

A.  Tiger Merger Corporation, a wholly-owned subsidiary of Tiger Holding        
Company, will merge with and into Tanning with Tanning being the surviving      
corporation and becoming a wholly-owned subsidiary of Tiger Holding Corporation.
Tiger Holding Corporation is a wholly-owned subsidiary of Platinum Equity, LLC. 

Q.  WHY WAS THE SPECIAL COMMITTEE FORMED?                                       

A.  During a process in which we received a number of offers from third parties 
to acquire our company, two of our directors, Larry G. Tanning and Henry F.     
Skelsey, made a proposal to acquire our company. Because Mr. Tanning and Mr.    
Skelsey are members of our board of directors, our board of directors appointed 
a special committee of disinterested directors, consisting of Christopher P.    
Mahan and Joseph P. Roebuck, to evaluate and negotiate any and all proposals to 
acquire our company and to recommend to our board of directors whether any      
merger agreement relating to such proposals should be approved and declared     
advisable and whether the board of directors should recommend that our          
stockholders adopt any such merger agreement.                                   

Q.  WHY IS THE BOARD OF DIRECTORS RECOMMENDING THE ADOPTION OF THE MERGER       
AGREEMENT?                                                              

A.  Our board of directors received the unanimous recommendation of the special 
committee to recommend the adoption of the merger agreement. To review the      
special committee's and our board of directors' reasons for recommending        
adoption of the merger agreement, see pages 24 through 26.                      

Q.  IF THE MERGER IS COMPLETED, WHAT WILL I RECEIVE FOR MY SHARES OF TANNING    
COMMON STOCK?                                                           

A.  In the merger, each share of our common stock will be converted into the    
right to receive an amount in cash, which we refer to as the per share merger   
consideration, of approximately $1.15. The exact amount of the merger           
consideration will equal the quotient obtained by dividing $24,000,000, less    
amounts payable to holders of options to purchase shares of our common stock, by
the number of shares of our common stock outstanding at the time of the merger. 
Based upon the number of shares of our common stock outstanding on [April 29],  
2003, no amounts will be payable to holders of options to purchase shares of our
common stock. As a result of the merger, you will receive a total amount equal  
to the product obtained by multiplying the per share merger consideration by the
number of shares of our common stock that you own,                              

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rounded down to the nearest whole cent, upon surrender of your stock            
certificates. In the event that we issue any shares of our common stock prior to
the merger, the per share merger consideration will decrease. We do not intend  
to issue any shares of our common stock prior to the merger but, if we do, we   
will issue a press release to that effect that will contain a revised           
calculation of the per share merger consideration.                              

Q.  WHEN IS THE MERGER EXPECTED TO BE COMPLETED?                                

A.  We expect to complete the merger promptly after the special meeting. The    
merger cannot be effected until a number of conditions are satisfied. The most  
important condition is the adoption of the merger agreement by our stockholders 
at the special meeting.                                                         

Q.  WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?                             

A.  Holders of record of our common stock as of the close of business on        
[           ], 2003 are entitled to vote at the special meeting. Each of our    
stockholders is entitled to one vote for each share of common stock owned.      

Q.  WHAT VOTE IS REQUIRED TO ADOPT THE MERGER AGREEMENT?                        

A.  An affirmative vote of the holders of a majority of all outstanding shares  
of our common stock entitled to vote on the merger is required to adopt the     
merger agreement. Stockholders owning or controlling a total of 8,784,778 shares
of our common stock representing approximately 42% of all outstanding shares,   
including Larry G. Tanning, our co-founder and chairman of our board of         
directors, have entered into a voting agreement with Tiger Holding Corporation  
in which they agreed to vote in favor of adopting the merger agreement.         

Q.  WHAT DO I NEED TO DO NOW?                                                   

A.  After carefully reading and considering the information contained in this   
proxy statement, please vote your shares of our common stock as soon as         
possible. You may vote your shares (1) by returning the enclosed proxy or (2) by
voting in person at the special meeting of stockholders. Your proxy materials   
include detailed information on how to vote.                                    

Q.  IF MY SHARES ARE HELD FOR ME BY MY BROKER, WILL MY BROKER VOTE THOSE SHARES 
FOR ME?                                                                 

A.  Your broker will vote your shares only if you provide instructions to your  
broker on how to vote. You should instruct your broker on how to vote your      
shares, using the instructions provided by your broker.                         

Q.  CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY PROXY CARD?                     

A.  Yes. You can change your vote at any time before your proxy is voted at the 
special meeting. You may revoke your proxy by notifying us in writing at Tanning

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Technology Corporation, 4600 South Syracuse Street, Suite 300, Denver, Colorado 
80237, Attention: Jeffrey Greenblatt, Secretary, or by submitting a new proxy,  
in each case, dated after the date of the proxy being revoked. In addition, your
proxy may be revoked by attending the special meeting and voting in person.     
However, simply attending the special meeting without voting will not revoke    
your proxy. If you have instructed a broker to vote your shares, you must follow
the instructions received from your broker to change your vote.                 

Q.  DO I NEED TO ATTEND THE SPECIAL MEETING IN PERSON?                          

A.  No. It is not necessary for you to attend the special meeting in order to   
vote your shares.                                                               

Q.  AM I ENTITLED TO APPRAISAL RIGHTS?                                          

A.  Yes. You are entitled to appraisal rights under the Delaware General        
Corporation Law in connection with the merger. See "The Merger--Appraisal       
Rights" on page 39 of this proxy statement.                                     

Q.  SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                                 

A.  No. After the merger is completed, you will be sent detailed written        
instructions for exchanging your stock certificates for the merger              
consideration.                                                                  

Q.  WILL I OWE TAXES AS A RESULT OF THE MERGER?                                 

A.  The merger will be a taxable transaction for all U.S. holders of our common 
stock. As a result, assuming you are a U.S. taxpayer, the cash you receive in   
the merger for your shares of our common stock will be subject to United States 
federal income tax and also may be taxed under applicable state, local, and     
other tax laws. In general, you will recognize gain or loss equal to the        
difference between (1) the amount of cash you receive and (2) the adjusted tax  
basis of your shares of our common stock surrendered. Refer to the section      
entitled "The Merger--Material U.S. Federal Income Tax Consequences of the      
Merger to Our Stockholders" on page 36 of this proxy statement for a more       
detailed explanation of the tax consequences of the merger. You should consult  
your tax advisor on how specific tax consequences of the merger apply to you.   

Q.  WHAT OTHER MATTERS WILL BE VOTED ON AT THE SPECIAL MEETING?                 

A.  Only matters contained in this proxy statement will be voted upon.          

Q.  WHERE CAN I FIND MORE INFORMATION ABOUT TANNING?                            

A.  We file periodic reports and other information with the Securities and      
Exchange Commission, which we refer to as the SEC. You may read and copy this   
information at the SEC's public reference facilities. Please call the SEC at    
1-800-SEC-0330 for information about these facilities. This information is also 
available on the internet site maintained by the SEC at http://www.sec.gov. For 
a more detailed description of the                                              

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information available, please refer to the section entitled "Where You Can Find 
More Information" on page 60 of this proxy statement.                           

Q.  WHO CAN HELP ANSWER MY QUESTIONS?                                           

A.  If you have questions about the merger after reading this proxy statement or
need assistance in voting your shares, please call Jeffrey Greenblatt at (303)  
220-9944.                                                                       

Q.  WHAT HAPPENS IF A THIRD PARTY MAKES AN OFFER TO ACQUIRE TANNING BEFORE THE  
MERGER AGREEMENT IS ADOPTED?                                            

A.  Under the terms of the merger agreement, our board of directors or the      
special committee may negotiate with, and furnish non-public information about  
Tanning to, any third party who makes a bona fide, unsolicited offer to acquire 
Tanning if our board of directors or the special committee determines in good   
faith and after consultation with its financial and legal advisors that such    
offer is more favorable to our stockholders, from a financial point of view,    
than the merger and that taking such actions is reasonably necessary for our    
board of directors or the special committee to act in a manner consistent with  
their fiduciary duties. See "The Merger Agreement--No Solicitation of Other     
Offers" on page 49 of this proxy statement. In addition, our board of directors 
or the special committee may terminate the merger agreement in order to enter   
into an acquisition agreement with a third party if our board of directors or   
the special committee determines in good faith and at the consultation with its 
financial and legal advisors that such action is necessary in order for the     
board of directors or the special committee to act in a manner consistent with  
their fiduciary duties. "The Merger Agreement--Termination of the Merger        
Agreement" on page 51 of this proxy statement. In the event that our board of   
directors or the special committee terminates the merger agreement to enter into
an acquisition with a third party, we will be obligated to pay Tiger Holding a  
termination fee of $375,000. See "The Merger Agreement--Termination Fees" on    
page 52 of this proxy statement.                                                

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SUMMARY TERM SHEET

        This summary term sheet highlights important information in this proxy
statement and does not contain all of the information that is important to you. 
You should carefully read this entire proxy statement and the other documents to
which this proxy statement refers you for a more complete understanding of the  
matters being considered at the special meeting. In addition, this proxy        
statement incorporates by reference important business and financial information
about Tanning into this proxy statement. You may obtain the information         
incorporated by reference into this proxy statement without charge by following 
the instructions in the section entitled "Where You Can Find More Information." 

THE PROPOSED TRANSACTION                                                        

    - In the merger, a wholly-owned subsidiary of Tiger Holding Corporation, a
       wholly-owned subsidiary of Platinum Equity, LLC, will merge with and into
Tanning with Tanning continuing as the surviving corporation.     

   - Upon completion of the merger, each issued and outstanding share of our
      common stock will automatically be cancelled and cease to exist and will
      be converted into the right to receive an amount in cash, which we refer
  to in this proxy statement as the per share merger consideration, of
approximately $1.15. The exact amount of the per share merger     
     consideration will equal the quotient obtained by dividing $24,000,000,
  less amounts payable to holders of options to purchase shares of our
      common stock, by the number of shares of our common stock outstanding at
     the time of the merger, without interest. Based on the number of shares
     of our common stock outstanding on [April 29], 2003, no amounts will be
   payable to holders of options to purchase shares of our common stock.

- As a result of the merger, Tanning will cease to be an independent, 
  publicly-traded company and will become a wholly-owned subsidiary of
Tiger Holding.                                                    

THE COMPANIES (SEE PAGE 13)                                                     

TANNING TECHNOLOGY CORPORATION                                              

     Tanning Technology Corporation, which we refer to in this proxy
statement as Tanning, we, us or our company, is a Delaware corporation and is   
headquartered in Denver, Colorado. Tanning is an information technology services
and solutions provider that helps develop and deploy information technology     
systems that reduce cost, improve performance and drive competitive advantage   
for leading companies worldwide. We focus on mission-critical business systems  
that are engineered to integrate, perform and scale, reliably and predictably.  
Our current and former customers are among the world's largest and most         
sophisticated providers and users of information technology.                    

      Our principal executive office is located at 4600 South Syracuse
Street, Suite 300, Denver,                                                      

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Colorado 80237, and our telephone number is (303) 220-9944.                     

TIGER HOLDING CORPORATION                                                   

          Tiger Holding Corporation, which we refer to in this proxy statement
as Tiger Holding, is a wholly-owned subsidiary of Platinum Equity, LLC, which we
refer to in this proxy statement as Platinum Equity. Platinum Equity's principal
business is the acquisition and operation of mission critical technology        
companies. Tiger Holding has not carried on any activities to date other than   
those incident to its formation, entering into the merger agreement and related 
matters. The address of Tiger Holding's principal executive office is c/o       
Platinum Equity, LLC, 2099 Century Park East, Suite 2700, Los Angeles,          
California 70067 and its telephone number is (310) 712-1850.                    

TIGER MERGER CORPORATION                                                    

         Tiger Merger Corporation, which we refer to in this proxy statement
as Merger Sub, is a Delaware corporation formed solely for the purpose of       
merging into Tanning and has not conducted any business activities since its    
organization. Merger Sub is a wholly-owned subsidiary of Tiger Holding. The     
address of Merger Sub's principal executive office is c/o Platinum Equity, LLC, 
2099 Century Park East, Suite 2700, Los Angeles, California 70067 and its       
telephone number is (310) 712-1850.                                             

WHAT YOU WILL BE ENTITLED TO RECEIVE UPON COMPLETION OF THE MERGER (SEE PAGE 43)

          In the merger, each share of our common stock will be converted into
the right to receive the per share merger consideration of our common stock.    
Based upon the number of shares of our common stock outstanding on [April 29],  
2003, you will receive approximately $1.15 for each share of our common stock   
that you own and you will receive, in the aggregate, an amount in cash equal to 
the product obtained by multiplying the per share merger consideration by the   
number of shares of our common stock that you own, rounded down to the nearest  
whole cent, upon surrender of your stock certificates. In the event that we     
issue any shares of our common stock prior to the merger, the per share merger  
consideration will decrease. We do not intend to issue any shares of our common 
stock prior to the merger but, if we do, we will issue a press release to that  
effect that will contain a revised calculation of the per share merger          
consideration. We expect to complete the merger promptly after the special      
meeting.                                                                        

THE SPECIAL MEETING (SEE PAGE 14)                                               

DATE, TIME AND PLACE OF THE SPECIAL MEETING                                 

The special meeting is scheduled to be held as follows:   

                                                                [Download Table]
                                  
Date:   [        ], 2003          
Time:   8:00 a.m., local time     
Place:  4600 South Syracuse Street
        Suite 300                 
        Denver, Colorado 80237    

PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING                           

        At the special meeting, you will be asked to vote on a proposal to
adopt the agreement and plan of merger, which we refer to in this proxy         

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statement as the merger agreement. A copy of the merger agreement is attached as
Annex A to this proxy statement.                                                

RECORD DATE                                                                 

Our board of directors has fixed the close of business on 
[           ], 2003 as the record date for the special meeting and only holders 
of record of our common stock on the record date will be entitled to vote at the
special meeting. On the record date, there were outstanding and entitled to vote
[20,824,954] shares of common stock.                                            

VOTING RIGHTS; VOTE REQUIRED FOR ADOPTION                                   

           Each share of our common stock entitles its holder to one vote on all
matters properly coming before the special meeting. The presence in person or   
representation by proxy of stockholders entitled to cast a majority of the votes
of all issued and outstanding shares entitled to vote on the proposal to adopt  
the merger agreement, considered together, shall constitute a quorum for the    
purpose of considering that matter.                                             

           If you hold your shares in an account with a broker or bank, you must
instruct the broker or bank on how to vote your shares. If an executed proxy    
card returned by a broker or bank holding shares indicates that the broker or   
bank does not have authority to vote on the proposal to adopt the merger        
agreement, the shares will be considered present at the meeting for purposes of 
determining the presence of a quorum, but will not be voted on the proposal to  
approve the merger agreement. This is called a broker non-vote. Your broker or  
bank will vote your shares only if you provide instructions on how to vote by   
following the instructions provided to you by your broker or bank.              

         Adoption of the merger agreement requires the affirmative vote of a
majority of all outstanding shares of our common stock entitled to vote.        
ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
PROPOSAL TO ADOPT THE MERGER AGREEMENT.                                         

           Stockholders owning or controlling a total of 8,784,778 shares of our
common stock representing approximately 42% of all outstanding shares, including
Larry G. Tanning, our co-founder and chairman of our board of directors, have   
entered into a voting agreement with Tiger Holding in which they have agreed to 
vote in favor of adopting the merger agreement. A copy of the voting agreement  
is attached as Annex C to this proxy statement.                                 

VOTING AND REVOCATION OF PROXIES                                            

          After carefully reading and considering the information contained in
this proxy statement, you should complete, date and sign your proxy card and    
mail it in the enclosed return envelope as soon as possible so that your shares 
are represented at the special meeting. You can also vote in person at the      
special meeting, but we encourage you to submit your proxy now in any event.    
Unless you specify to the contrary on your proxy card, all of your shares of    
common stock represented by valid proxies will be voted "FOR" the proposal to   
approve the merger agreement.                                                   

         PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD.
If the merger is completed, a separate letter of transmittal will be mailed to  
you which will enable you to exchange                                           

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your stock certificates for the merger consideration.                           

           Until exercised at the special meeting, you can revoke your proxy and
change your vote in any of the following ways:                                  

    - by delivering written notification to Tanning at our principal executive
      office at 4600 South Syracuse Street, Suite 300, Denver, Colorado 80237,
Attention: Jeffrey Greenblatt, Secretary;                         

    - by delivering a proxy of a later date by mail in the manner described in
this proxy statement;                                             

     - by attending the special meeting and voting in person (your attendance at
  the meeting will not, by itself, revoke your proxy; you must vote in
person at the meeting); or                                        

     - if you have instructed a broker or bank to vote your shares, by following
the directions received from your broker or bank to change those  
instructions.                                                     

QUESTIONS AND ADDITIONAL INFORMATION                                        

       For additional information regarding the procedure for delivering
your proxy, see "The Special Meeting--Voting and Revocation of Proxies" and "The
Special Meeting--Solicitation of Proxies." If you have more questions about the 
merger or how to submit your proxy, or if you need additional copies of this    
proxy statement or the enclosed proxy card or voting instructions, please       
contact Tanning in writing at our principal executive office at 4600 South      
Syracuse Street, Suite 300, Denver, Colorado 80237, Attention: Jeffrey          
Greenblatt, Secretary, or by telephone at 303-220-9944.                         

RECOMMENDATION OF THE SPECIAL COMMITTEE AND OUR BOARD OF DIRECTORS (SEE PAGE 24)

       After careful consideration, a special committee of disinterested
directors unanimously:                                                          

   - determined to recommend that our board of directors approve and declare
advisable the merger agreement; and                               

  - determined to recommend that our board of directors recommend that our
stockholders adopt the merger agreement.                          

 After receiving the unanimous recommendation of the special
committee, our board of directors unanimously:                                  

 - determined to approve and declare advisable the merger agreement; and

  - determined to recommend that our stockholders vote to adopt the merger
agreement.                                                        

           Our board of directors recommends that you vote "FOR" the proposal to
adopt the merger agreement at the special meeting.                              

        For a discussion of the material factors considered by the special
committee and our board of directors in reaching their conclusions, see "The    
Merger--Reasons for the Merger."                                                

OPINION OF FINANCIAL ADVISOR (SEE PAGE 26)                                      

     Adams, Harkness & Hill has delivered its written opinion to the
special committee to the effect that, as                                        

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of April 18, 2003, and based upon and subject to the factors and assumptions set
forth therein, the per share merger consideration to be received by the holders 
of our common stock in the merger is fair from a financial point of view to such
holders.                                                                        

           The full text of the written opinion of Adams, Harkness & Hill, dated
April 18, 2003, which sets forth the assumptions made, procedures followed,     
matters considered and limitations on the review undertaken in connection with  
the opinion, is attached as Annex B to this proxy statement. Adams, Harkness &  
Hill provided its opinion for the information and assistance of the special     
committee in connection with its consideration of the merger. The Adams,        
Harkness & Hill opinion does not constitute a recommendation as to how any      
holder of our common stock should vote with respect to the merger. You are urged
to read the opinion in its entirety.                                            

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER (SEE PAGE 37)       

          In considering the recommendation of our board of directors that you
vote for the proposal to approve the merger agreement so that the merger can    
occur, you should be aware that some of our executive officers and members of   
our board of directors have interests in the merger that may be in addition to  
or different from the interests of our stockholders generally. The members of   
our board of directors were aware of these interests and considered them at the 
time they approved and declared advisable the merger agreement.                 

These interests include:                                  

    - enhanced severance payments and benefits that may be due to our officers
     under existing arrangements in the event of a termination following the
merger; and                                                       

- the right to continued indemnification and insurance coverage by the
 surviving corporation for events occurring prior to the time of the
merger.                                                           

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES (SEE PAGE 36)                     

        The receipt of the per share merger consideration in cash for each
share of our common stock pursuant to the merger will be a taxable transaction  
to U.S. taxpayers for U.S. federal income tax purposes. For U.S. federal income 
tax purposes, each of our stockholders generally will recognize taxable gain or 
loss as a result of the merger measured by the difference, if any, between the  
per share merger consideration and the adjusted tax basis in that share owned by
the stockholder. That gain or loss will be a capital gain or loss if the share  
is held as a capital asset in the hands of the stockholder, and will be         
long-term capital gain or loss if the share has been held for more than one year
at the time of the completion of the merger. Stockholders are urged to consult  
their own tax advisors as to the particular tax consequences to them of the     
merger.                                                                         

THE MERGER AGREEMENT (SEE PAGE 42)                                              

NO SOLICITATION (SEE PAGE 49)                                               

           The merger agreement provides that Tanning may not, and may not allow
any of its subsidiaries, officers,                                              

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directors, employees, agents and representatives, to initiate, solicit or       
encourage, directly or indirectly, any inquiries or the making of any proposals 
or offers, including proposals and offers to its stockholders, or give any      
indication of interest with respect to an acquisition proposal.                 

CONDITIONS TO THE MERGER (SEE PAGE 48)                                      

    As more fully described in this proxy statement and the merger
agreement, the completion of the merger depends on the satisfaction or waiver of
a number of conditions, including the adoption of the merger agreement by our   
stockholders.                                                                   

TERMINATION OF THE MERGER AGREEMENT (SEE PAGE 51)                           

     The merger agreement may be terminated at any time prior to the
completion of the merger, whether before or after adoption by our stockholders: 

- by mutual written consent of Tanning and Tiger Holding;             

- by either Tanning or Tiger Holding, if:                             

           - the merger is not completed on or before July 15, 2003, except that
        a party who is in breach in any material respect of any of its
           representations, warranties or other agreements may not terminate
the merger agreement on this basis;                   

- any applicable law, rule or regulation or any final and 
             non-appealable judgment, injunction, order, decree, ruling or other
action prohibits the completion of the merger; or     

          - our stockholders fail to adopt the merger agreement at the special
meeting;                                              

- by Tiger Holding, if:                                               

         - we have breached or failed to perform any of our representations,
           warranties, covenants or agreements under the merger agreement or
             any event or circumstance or facts shall have occurred or exist, in
           either case, such that the conditions set forth under "The Merger
            Agreement--Conditions to the Merger--Conditions to Tiger Holding's
             and Merger Sub's Obligations" are not capable of being satisfied by
July 15, 2003;                                        

           - our board of directors withdraws or modifies in a manner adverse to
           Tiger Holding its recommendation to our stockholders for adoption
        of the merger agreement, or recommends to our stockholders, or
         approves, any takeover proposal by, or enters into an agreement
     with respect to a takeover proposal with, a third party; or

           - prior to adoption by our stockholders, if any person or group shall
     have become beneficial owner (other than Tiger Holding, its
       subsidiaries and affiliates) of a majority of the outstanding

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shares of Tanning common stock;                                                 

- by Tanning, if:                                                     

           - Tiger Holding or Merger Sub shall breach or fail to perform any its
        representations, warranties, covenants or agreements under the
             merger agreement or if any event, circumstance, development, set of
          circumstances or facts occurs or exists such that the conditions
            set forth in the "The Merger Agreement--Conditions to the Merger--
       Conditions to Tanning's Obligations" are not capable of being
satisfied by July 15, 2003; or                        

           - prior to adoption by our stockholders, we or our board of directors
           enters into or announces our intention to enter into an agreement
     with respect to an acquisition proposal with a third party.

TERMINATION FEES (SEE PAGE 52)                                              

         In certain circumstances, the special committee and/or the board of
directors has the right to terminate the merger agreement in connection with the
receipt of a superior acquisition proposal, as further described in "The Merger 
Agreement--Termination of the Merger Agreement." In that event and in certain   
other specified circumstances the merger agreement provides that upon           
termination we must pay Tiger Holding a termination fee of $375,000. See "The   
Merger Agreement--Termination Fees."                                            

VOTING AGREEMENT (SEE PAGE 53)                                                  
           Stockholders owning or controlling a total of 8,784,778 shares of our
common stock representing 42% of all outstanding shares, including Larry G.     
Tanning, our co-founder and chairman of our board of directors, have entered    
into an agreement with Tiger Holding that requires them to vote for the merger  
and grants to Tiger Holding a proxy to vote their shares:                       

- in favor of the adoption of the merger agreement;                   

- against the approval of any action, agreement or proposal that would
     result in Tanning's breach of any representation, warranty, covenant or
  obligation contained in the merger agreement or that would delay the
       completion of the merger or that would prevent fulfillment of a condition
to any party's obligation to complete the merger; and             

 - against any action, agreement or proposal made in opposition to or in
       competition with the completion of the merger, or that would preclude the
completion of the merger, including any acquisition proposal.     

          The voting agreement will terminate upon the earlier to occur of the
effective time of the merger or the termination of the merger agreement in      
accordance with its terms.                                                      

APPRAISAL RIGHTS (SEE PAGE 39)                                                  

          Stockholders have the right under Delaware law to exercise appraisal
rights and to receive payment in cash for the fair value of their shares of our 
common stock determined in accordance                                           

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with Delaware law, if such rights are properly perfected. The fair value of     
shares of our common stock as determined in accordance with Delaware law may be 
more or less than the merger consideration to be paid to non-dissenting         
stockholders in the merger. To preserve their rights, stockholders who wish to  
exercise appraisal rights must not vote in favor of the adoption of the merger  
agreement and must precisely follow specific procedures. These procedures are   
described in this proxy statement, and the provisions of Delaware law that grant
appraisal rights and govern such procedures are attached as Annex D to this     
proxy statement. We encourage you to read these provisions carefully and in     
their entirety.                                                                 
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THE COMPANIES 

TANNING                                                                         

      Tanning Technology Corporation is an information technology services
and solutions provider that helps develop and deploy information technology     
systems that reduce cost, improve performance and drive competitive advantage   
for leading companies worldwide. We focus on mission-critical business systems  
that are engineered to integrate, perform and scale, reliably and predictably.  
Our years of experience in pushing system performance limits have resulted in a 
unique family of Powering Performance(TM) solutions and methodologies that are  
at the core of everything we do.                                                

Our experience has shown that even the promised benefits of   
large-scale, third-party, enterprise-wide applications are not achieved without 
extensive customization. Moreover, complex integration, performance, scalability
and reliability challenges abound. By providing focused solutions targeted at   
optimum performance from the earliest conceptual stages of a business/technology
initiative through system building and operations, our Powering Performance     
solutions provide end-to-end service level assurance and predicable development 
and deployment. This reduces cost, mitigates risk, improves business and        
technical performance and drives competitive advantage for our customers. Our   
current and former customers are among the world's largest and most             
sophisticated providers and users of information technology.                    

     Our company traces its history back to 1993 and was incorporated in
Delaware in 1997. Our principal executive office is located at 4600 South       
Syracuse Street, Suite 300, Denver, Colorado 80237, and our telephone number is 
(303) 220-9944.                                                                 

TIGER HOLDING                                                                   

         Tiger Holding Corporation, which we refer to in this proxy statement as
Tiger Holding, is a wholly-owned subsidiary of Platinum Equity, LLC, which we   
refer to in this proxy statement as Platinum Equity. Platinum Equity's principal
business is the acquisition and operation of mission critical technology        
companies. Tiger Holding has not carried on any activities to date other than   
those incidental to its formation, entering into the merger agreement and       
related matters. The address of Tiger Holding's principal executive office is   
c/o Platinum Equity, LLC, 2099 Century Park East, Suite 2700, Los Angeles,      
California 90067 and its telephone number is (310) 712-1850.                    

MERGER SUB                                                                      

       Merger Sub is a Delaware corporation formed solely for the purpose of
merging into Tanning and has not conducted any business activities since its    
organization. Merger Sub is a wholly-owned subsidiary of Tiger Holding. The     
address of Merger Sub's principal executive office is c/o Platinum Equity, LLC, 
2099 Century Park East, Suite 2700, Los Angeles, California 90067 and its       
telephone number is (310) 712-1850.                                             

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THE SPECIAL MEETING 

       This proxy statement is furnished in connection with the solicitation
of proxies by our board of directors in connection with a special meeting of our
stockholders.                                                                   

DATE, TIME AND PLACE OF THE SPECIAL MEETING                                     

The special meeting is scheduled to be held as follows:       

                                                                [Download Table]
                                  
Date:   [        ], 2003          
Time:   8:00 a.m., local time     
Place:  4600 South Syracuse Street
        Suite 300                 
        Denver, Colorado 80237    

PURPOSE OF THE SPECIAL MEETING                                                  

       At the special meeting, you will consider and vote upon a proposal to
adopt the agreement and plan of merger, dated as of April 18, 2003, by and among
Tiger Holding, Merger Sub and Tanning. A copy of the merger agreement is        
attached as Annex A to this proxy statement.                                    

        AFTER RECEIVING THE RECOMMENDATION OF A SPECIAL COMMITTEE OF OUR BOARD
OF DIRECTORS, OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED      
ADVISABLE THE MERGER AGREEMENT, AND UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS
VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT.                                

RECORD DATE                                                                     

Our board of directors has fixed the close of business on     
[           ], 2003 as the record date for the special meeting and only holders 
of record of our common stock on the record date are entitled to vote at the    
special meeting. On the record date, there were outstanding and entitled to vote
[20,824,954] shares of our common stock.                                        

VOTING RIGHTS; VOTE REQUIRED FOR ADOPTION                                       

       Each share of our common stock entitles its holder to one vote on all
matters properly coming before the special meeting.                             

       If you hold your shares in an account with a broker or bank, you must
instruct the broker or bank on how to vote your shares. If an executed proxy    
card returned by a broker or bank holding shares indicates that the broker or   
bank does not have authority to vote on the proposal to approve the merger      
agreement, the shares will be considered present at the meeting for purposes of 
determining the presence of a quorum, but will not be voted on the proposal to  
approve the merger agreement. This is called a broker non-vote. Your broker or  
bank will vote your shares only if you provide instructions on how to vote by   
following the instructions provided to you by your broker or bank.              

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       Adoption of the merger agreement requires the affirmative vote of the
holders of a majority of all outstanding shares of our common stock entitled to 
vote.                                                                           

      Abstentions and broker non-votes will have the same effect as a vote
against adoption of the merger agreement.                                       

       Stockholders owning or controlling a total of 8,784,778 shares of our
common stock representing approximately 42% of all outstanding shares, including
Larry G. Tanning, our co-founder and chairman of our board of directors, have   
entered into a voting agreement with Tiger Holding in which they agreed to vote 
in favor of adopting the merger agreement. A copy of the voting agreement is    
attached as Annex C to this proxy statement.                                    

VOTING AND REVOCATION OF PROXIES                                                

     Stockholders of record may submit proxies by mail. Stockholders who
wish to submit a proxy by mail should mark, date, sign and return the proxy card
in the envelope furnished. Stockholders who hold shares beneficially through a  
nominee (such as a bank or broker) may be able to submit a proxy by telephone or
the Internet if those services are offered by the nominee.                      

  Proxies received at any time before the special meeting, and not
revoked or superseded before being voted, will be voted at the special meeting. 
Where an instruction is indicated by the proxy, it will be voted in accordance  
with the instruction. Where no instruction is indicated, the proxy will be voted
"for" the adoption of the merger agreement.                                     

     PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD.
When the merger is completed, a separate letter of transmittal will be mailed to
you which will enable you to receive the merger consideration.                  

      Until your proxy is exercised at the special meeting, you can revoke
your proxy and change your vote in any of the following ways:                   

  - by delivering written notification to Tanning at our principal
        executive office at 4600 South Syracuse Street, Suite 300, Denver,
Colorado 80237, Attention: Jeffrey Greenblatt, Secretary; 

         - by delivering a proxy of a later date in the manner described herein;

- by attending the special meeting and voting in person. Your 
           attendance at the meeting will not, by itself, revoke your proxy; you
must vote in person at the special meeting; or            

   - if you have instructed a broker or bank to vote your shares, by
          following the directions received from your broker or bank to change
those instructions.                                       

SOLICITATION OF PROXIES                                                         

  We will bear the expenses in connection with the solicitation of
proxies. Arrangements will also be made with brokerage houses and other         
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of                                                     
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common stock held of record by those persons, and we may reimburse them for     
their reasonable transaction and clerical expenses. Solicitation of proxies will
be made principally by mail. Proxies may also be solicited in person, or by     
telephone, facsimile, telegram or other means of communication, by our officers 
and regular employees. These people will receive no additional compensation for 
these services, but will be reimbursed for any transaction expenses incurred by 
them in connection with these services.                                         

QUESTIONS AND ADDITIONAL INFORMATION                                            

   If you have more questions about the merger or how to submit your
proxy, or if you need additional copies of this proxy statement or the enclosed 
proxy card or voting instructions, please contact Tanning in writing at our     
principal executive office at 4600 South Syracuse Street, Suite 300, Denver,    
Colorado 80237, Attention: Jeffrey Greenblatt, Secretary, or by telephone at    
(303) 220-9944.                                                                 

THE MERGER

BACKGROUND                                                                      

       We are an information technology services and solutions provider that
helps develop, deploy and optimize information technology systems that reduce   
cost, improve performance and drive competitive advantage for leading companies 
worldwide. We focus on mission-critical business systems that are engineered to 
integrate, perform and scale, reliably and predictably. Our years of experience 
in pushing system performance limits has resulted in a unique family of Powering
Performance(TM) solutions that are at the core of everything we do. Our         
solutions are focused on industries in which mission-critical high-performance  
information technology systems provide competitive advantage, including         
financial services, logistics, travel and transportation, insurance and         
healthcare.                                                                     

       The demand for the services that we provide is sensitive to a variety
of factors, including industry trends and economic conditions. Throughout 2001, 
2002 and continuing in 2003, poor general economic conditions and               
industry-specific shifts in demand caused existing and/or potential clients to  
reduce or eliminate their investment in the types of services we provide, making
it more difficult to replace principal clients of ours that have reduced their  
level of investment in our services as well as to attract and retain new        
clients. The combination of these factors, along with increased competitive and 
pricing pressures, has, and continues to, adversely affect our ability to grow  
our revenues.                                                                   

        In response to the various pressures hampering our ability to grow our
revenues, and in an effort to maximize stockholder value, our board of directors
began, in late 2002, to explore various strategic alternatives, including a sale
of our company or a liquidation. As part of the process of exploring strategic  
alternatives, our board of directors directed our management to begin to analyze
our company's liquidation value and to estimate the amounts that would be       
available for distribution to our stockholders in a liquidation.                

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     On January 6, 2003, we announced that we had received a letter from
Nasdaq stating that our common stock would be delisted for failing to comply    
with Nasdaq's rules relating to minimum bid price. At the time, we also         
announced that we had requested a hearing to appeal Nasdaq's determination to   
delist our common stock to a Listing Qualification Panel pursuant to Nasdaq's   
rules.                                                                          

         On January 21, we announced that we had retained the investment banking
firm of Adams, Harkness & Hill as our financial advisor to explore strategic    
alternatives to help us evaluate the choices available to us to maximize        
shareholder value. We retained Adams, Harkness & Hill to act as our financial   
advisor based upon Adams, Harkness & Hill's qualifications, experience and      
expertise, as well as its knowledge of our business.                            

   Following our January 21 announcement that we had retained Adams,
Harkness & Hill, nine parties contacted Adams, Harkness & Hill directly without 
solicitation. In addition, our board of directors instructed Adams, Harkness &  
Hill to contact the likely third parties that might be interested in a          
transaction involving our company. The parties contacted were chosen based upon 
publicly-available information regarding their financial strategy, as well as   
their record for completing transactions and interest in our business. In all,  
sixty-three parties were contacted by, or contacted, Adams, Harkness & Hill or  
us, regarding a possible transaction involving our company. Of the sixty-three  
parties, fifty-five were strategic buyers and eight were financial buyers.      
Twenty-five of those sixty-three parties subsequently executed confidentiality  
agreements and received non-public information concerning our business designed 
to permit those parties to determine what interest they might have in our       
company. Of the twenty-five parties who received non-public information about   
our company, twelve asked for and received additional non-public information    
and, of those twelve, eight parties submitted preliminary, non-binding          
indications of interest.                                                        

    Based upon the value placed on our company in their indications of
interest, four of the eight parties who submitted indications of interest were  
invited to perform additional detailed due diligence. At the conclusion of this 
process, in early March, three of the bidders submitted final proposals, which  
ranged in value from $0.97 per share to $1.25 per share, along with mark-ups of 
a form of merger agreement that had been provided to the four bidders who had   
been invited to perform additional due diligence. During this time, our         
management was also engaged in analyzing our company's liquidation value and    
estimating the amounts that would be available for distribution to our          
stockholders based on various assumptions and scenarios.                        

    On March 4, we received notice from a Nasdaq Listing Qualification
Panel of Nasdaq's determination to grant us a temporary exemption from Nasdaq's 
$1.00 minimum bid price requirement. Pursuant to the terms of the temporary     
exemption, our common stock would remain listed on the Nasdaq National Market   
provided that, on or before June 4, 2003, the closing bid price for our common  
stock was at least $1.00 per share and remained at least $1.00 per share for at 
least ten consecutive trading days thereafter.                                  

     On March 5, our board of directors met telephonically to review the
three proposals with its financial and legal advisors and our management. Our   
board of                                                                        

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directors considered each bid, taking into account, among other things, the     
amount offered, whether that amount was subject to adjustment, certainty of     
financing and certainty of closing. One of the proposals, made by a financial   
buyer, referred to as Bidder A, was higher in value than the other two          
proposals, even though the $1.25 per share offered was subject to adjustment    
based upon our company's cash balance as of the closing of the proposed         
transaction. Our board of directors directed Adams, Harkness & Hill to contact  
each of the three parties who had made final proposals to see if any of the     
bidders were willing to increase their offer price. Our board of directors also 
discussed with management the status of their liquidation analysis.             

     On March 7, our board of directors met telephonically to review the
revised proposals. One bidder, who had initially offered approximately $0.97 per
share, increased its offer price to approximately $1.06 per share, Bidder A     
increased its price to $1.26 per share and the final bidder declined to increase
its offered price. Based upon the revised proposals, our board of directors     
instructed Adams, Harkness & Hill to invite Bidder A to our company's           
headquarters to complete their due diligence and instructed members of our      
management to analyze the impact of Bidder A's proposed minimum cash balance    
adjustment on the per share consideration that would be received by our         
stockholders. In addition, because our board of directors was not familiar with 
Bidder A and, in particular, its track record for completing transactions as    
well as whether it had the ability to secure financing for the transaction, our 
board of directors requested Adams, Harkness & Hill to provide the board with   
background information on Bidder A and its financing sources. Finally, our board
of directors instructed our management to continue to refine its analysis of our
company's liquidation value.                                                    

        During the week of March 10, representatives of Bidder A performed due
diligence at our company's headquarters and our management began to analyze the 
impact of Bidder A's minimum cash balance adjustment on the per share           
consideration to be received by our stockholders in the proposed transaction. As
part of its proposal, Bidder A had requested that our Company agree to negotiate
exclusively with Bidder A. As a condition to agreeing to negotiate exclusively  
with Bidder A, however, our company requested that Bidder A confirm its proposal
of $1.26 per share. On March 13, Adams, Harkness & Hill received a non-binding  
preliminary proposal that valued our company at $28,000,000 to $32,000,000, or  
approximately $1.35 to $1.54 per share, based on our December 31, 2002 balance  
sheet, from Platinum Equity, a financial buyer, who had not been one of the     
sixty-three parties that had originally contacted or been contacted by Adams,   
Harkness & Hill or us.                                                          

        On March 17, after several days of due diligence, Bidder A submitted a
revised proposal of $1.18 per share, again subject to an adjustment based on our
company's cash balance as of the closing of the proposed transaction. In        
connection with its revised proposal, Bidder A indicated that, had the          
transaction closed on March 17 pursuant to its original proposal, the cash      
balance adjustment would have lowered the consideration received by our         
stockholders by $0.16 per share to $1.10 per share.                             

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         Also, on March 17, Adams, Harkness & Hill received from Platinum Equity
a revised proposal that valued our company at $25,000,000 to $29,000,000, or    
approximately $1.20 to $1.39 per share, based on our February 28, 2003 balance  
sheet.                                                                          

       On March 18, our board of directors met again to review the status of
Bidder A's proposal. At that time, our chairman Larry G. Tanning and our vice   
chairman Henry F. Skelsey, who we refer to as the Insider Group, informed the   
board that they were considering making a proposal to acquire our company. As a 
result, our board of directors determined to form a special committee, comprised
of disinterested directors, to evaluate, negotiate and recommend, if            
appropriate, any proposals to acquire our company, including Bidder A's         
proposal, Platinum Equity's proposal and any proposal that might be made by the 
Insider Group, as well as to consider any other strategic alternatives available
to the Company. Directors Christopher Mahan and Joseph Roebuck were then        
appointed to the special committee. After the special committee was formed, the 
board meeting was adjourned and a meeting of the special committee was convened.

         During the special committee meeting on March 18, the special committee
engaged Adams, Harkness & Hill to act as its financial advisor and Fried, Frank,
Harris, Shriver & Jacobson to act as its legal advisor. Although both Adams,    
Harkness & Hill and Fried Frank had been advising our board of directors, the   
special committee determined, after investigation into the matter, that there   
were no conflicts of interest or other issues that would prevent Adams, Harkness
& Hill and Fried Frank from acting as the special committee's financial and     
legal advisors, respectively. Adams, Harkness & Hill then updated the special   
committee on the status of Bidder A's and Platinum Equity's proposals. Adams,   
Harkness & Hill also reported that its investigation into the matter indicated  
that Bidder A had no record of completing transactions and that it planned to   
secure financing for the transaction from an outside source, although           
consummation of the transaction would not be contingent on such financing. By   
way of contrast, Adams, Harkness & Hill reported that Platinum Equity had       
completed similar transactions involving private companies and had readily      
available funds to finance the transaction. The special committee instructed the
representatives of Adams, Harkness & Hill to propose to Bidder A that the       
minimum cash balance adjustment be subject to a floor, below which the          
adjustment would not affect the consideration to be received by our stockholders
and that a portion of a consideration be deposited into escrow upon the         
execution of a merger agreement. The special committee instructed the           
representatives of Adams, Harkness & Hill to invite representatives of Platinum 
Equity to our company's headquarters to perform due diligence. The special      
committee also instructed representatives of Fried Frank to inform Mr. Skelsey  
that any proposal that the Insider Group might make must be made promptly.      
Finally, the special committee instructed management to continue to work on     
their analysis of our company's liquidation value.                              

         Following the special committee meeting, Adams, Harkness & Hill, acting
on behalf of the special committee, proposed to Bidder A that the minimum cash  
balance adjustment be subject to a floor, below which the adjustment would not  
affect the consideration to be received by our stockholders and which would     
guarantee our                                                                   

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stockholders some minimum consideration in any transaction with Bidder A. In    
addition, the representatives of Adams, Harkness & Hill proposed that Bidder A  
deposit a portion of the consideration to be received by our stockholders into  
escrow upon the execution of a merger agreement. Bidder A, however, rejected    
both these proposals and continued to press the representatives of Adams,       
Harkness & Hill as to whether our company would agree to negotiate exclusively  
with them.                                                                      

         On March 19, the special committee met again. Members of our management
presented the special committee with an analysis of our company's liquidation   
value and estimates of the amounts that our stockholders would receive in a     
liquidation. The special committee then engaged in a discussion with our        
management regarding the various financial and operating assumptions supporting 
such analysis and the appropriate method for calculating the present value of   
distributions to be received in the future and directed our management to revise
their analyses and estimates accordingly. Representatives of Adams, Harkness &  
Hill then updated the special committee on their discussions with Bidder A.     
Given the indeterminate nature of the consideration to be received by our       
stockholders in a transaction with Bidder A due to Bidder A's minimum cash      
balance adjustment, the special committee determined that it would be           
inappropriate at that time to agree to negotiate exclusively with Bidder A. The 
special committee then instructed representatives of Adams, Harkness & Hill to  
propose to Bidder A that, should the amount of consideration to be received by  
our stockholder in a transaction with Bidder A after giving effect to Bidder A's
proposed minimum cash balance adjustment be less than an agreed upon amount, the
special committee, acting on behalf of our board of directors, would have the   
option, referred to as a walk-away right, not to consummate the transaction.    
Representatives of Adams, Harkness & Hill also reported that representatives of 
Platinum Equity would begin due diligence at our company's headquarters that    
Friday.                                                                         

         Following the special committee meeting on March 19, representatives of
Adams, Harkness & Hill discussed with representatives of Bidder A the special   
committee's proposal that the special committee would have a walk-away right in 
the event the consideration to be received by our stockholders was less than an 
amount to be agreed upon. Representatives of Bidder A agreed to consider the    
proposal once the price that would trigger the walk-away right had been         
proposed, so long as Bidder A would be reimbursed for its expenses if such      
walk-away right were exercised.                                                 

         On March 21, representatives of Platinum Equity conducted due diligence
at our company's headquarters. On the same day, the Insider Group submitted     
their preliminary proposal to acquire our company for aggregate consideration of
between $26,000,000 and $26,415,000, or approximately $1.25 to $1.27 per share  
of our common stock.                                                            

         On March 26, Platinum Equity submitted a revised proposal, which valued
the company at $22,500,000, or approximately $1.08 per share of our common      
stock, as well as a mark-up of the form of merger agreement that had been       
distributed to all bidders. Platinum Equity also requested that our company     
agree to negotiate exclusively with Platinum Equity. In addition, later that    
day, attorneys for the Insider Group submitted a mark-up of the merger          
agreement.                                                                      

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        Also on that day, one of our stockholders, who was formerly one of our
directors and executive officers, contacted representatives of Adams, Harkness &
Hill regarding a transaction between his current company, referred to as Bidder 
B, and our company.                                                             

      On March 28, the special committee met again. Representatives of our
management presented the special committee with a revised liquidation analysis  
and revised estimates of the amounts that would be available for distribution to
our stockholders in a liquidation. Representatives of Adams, Harkness & Hill    
updated the special committee on the status of the various proposals made by    
Bidder A, Platinum Equity, Bidder B and the Insider Group. Representatives of   
Adams, Harkness & Hill reported that the Insider Group had indicated that they  
intended to lower their initial bid. Representatives of Adams, Harkness & Hill  
also reported that Bidder B had submitted a preliminary proposal that valued our
company at $1.25 per share of our common stock, but noted that Bidder B had not 
performed any due diligence to date and that Bidder B had stated that it would  
need at least seven days in order to arrange its financing. Finally,            
representatives of Adams, Harkness & Hill reported that Platinum Equity was     
requesting an additional month in which to conduct due diligence.               

         The special committee instructed the representatives of Adams, Harkness
& Hill to propose to Bidder A that the special committee's walk-away right be   
triggered at $1.10 per share and that, in the event such right was exercised,   
the Company would reimburse Bidder A for its expenses, subject to a cap to be   
agreed upon. Finally, the special committee instructed representatives of Adams,
Harkness & Hill to contact Platinum Equity to see if they could finish their due
diligence sooner.                                                               

    Following the special committee meeting, representatives of Adams,
Harkness & Hill had discussions with representatives of both Platinum Equity and
the Insider Group. Platinum Equity indicated that it could complete all its due 
diligence by April 18, assuming it could begin such due diligence promptly, and 
the Insider Group indicated that it would submit a revised proposal of $1.10 per
share of our common stock. In addition, representatives of Adams, Harkness &    
Hill conveyed the special committee's proposal regarding the walk-away right to 
Bidder A.                                                                       

        On April 2, the special committee met again. Representatives of Adams,
Harkness & Hill updated the special committee on the status of discussions with 
the Insider Group and Platinum Equity. The special committee instructed the     
Adams, Harkness & Hill representatives to contact both Bidder A and Platinum    
Equity to see if they would improve their proposals, which, with respect to     
Bidder A, would mean making a proposal that was not subject to any cash balance 
or other adjustment that could reduce the amount of consideration paid to our   
stockholders.                                                                   

  Following the special committee meeting, representatives of Adam
Harkness contacted representatives of Bidder A and Platinum Equity to see if    
either would be willing to better their current proposals. At the time, Bidder A
indicated that it was unwilling to revise its then current proposal, which was  
subject to a minimum cash balance adjustment. Platinum Equity, however,         
increased its proposal to $23,500,000, or approximately $1.13 per share.        
Representatives of Adams, Harkness & Hill then                                  

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contacted representatives of the Insider Group in order to see if they would    
increase their proposal, which they did, increasing their offer to approximately
$1.14 per share.                                                                

         Also on April 2, representatives of Bidder B informed Adams, Harkness &
Hill that they were withdrawing their proposal.                                 

     On April 3, the special committee met again and were updated on the
status of discussions with Bidder A, Platinum Equity and the Insider Group.     
After discussing Platinum Equity's and the Insider Group's revised proposals,   
the special committee instructed representatives of Adams, Harkness & Hill to   
contact both bidders and request that they submit their final and best offers by
the end of the day. The special committee also requested that our management    
update and confirm their liquidation analysis.                                  

  Adams, Harkness & Hill then contacted both the Insider Group and
Platinum Equity and requested that they submit their best and final proposals.  
Later that day, Platinum Equity submitted a revised proposal offering           
$24,500,000, or approximately $1.18 per share of our common stock. In addition, 
the Insider Group increased their offer to approximately $1.15 per share of our 
common stock. Finally, on that same day, Bidder A submitted a revised proposal  
that offered a best and final price of $1.20 per share of our common stock and  
was not subject to any cash balance or other adjustment. After receiving all the
revised proposals, representatives of Adams, Harkness & Hill then contacted the 
Insider Group and Platinum Equity to inquire if they would better their then    
current offers. Platinum Equity then increased its offer to $25,000,000, or     
slightly more than $1.20 per share, and indicated that it would go no higher.   
Both Bidder A and Platinum Equity conditioned their proposals on obtaining the  
special committee's commitment to negotiate exclusively with them. The Insider  
Group declined to raise its offer, remaining at approximately $1.15 per share.  

     On April 4, the special committee met again. Adams, Harkness & Hill
updated the special committee on the status of each bidder's proposal. Although 
Platinum Equity's proposal was slightly higher than Bidder A's, because Bidder  
A's and Platinum Equity's proposals were almost identical in terms of value, the
special committee and its advisors engaged in a lengthy discussion regarding    
which proposal offered the most certainty of completion.                        

         After discussing the various proposals with its advisors and based upon
Platinum Equity's record for completing transactions, particularly as compared  
to that of Bidder A, the special committee determined to agree to negotiate     
exclusively with Platinum Equity until April 14.                                

     Over that weekend and during the following week, representatives of
Platinum Equity performed due diligence at our company's headquarters and       
negotiated the terms of the merger agreement with the special committee and its 
legal advisors. On April 9, 2003, Adams, Harkness & Hill received a letter from 
Bidder A indicating that it was prepared to make another proposal to acquire our
company. In accordance with the terms of our exclusivity agreement with         
Platinum, however, the special committee instructed Adams, Harkness & Hill to   
inform Bidder A that the company was bound by the terms of an exclusivity       
agreement and could not discuss                                                 

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any proposal with Bidder A until the exclusivity agreement expired on Monday,   
April 14. Neither the special committee nor Adams, Harkness & Hill received any 
further communications from Bidder A on or after April 14.                      

         On April 14, however, despite the negotiations that had occurred during
the previous week and over the course of the weekend, several substantive       
business issues remained open. Representatives of Platinum Equity requested that
the special committee extend the term of the exclusivity agreement until        
Thursday, April 17. After discussing the matter, the special committee agreed to
extend the term of the exclusivity agreement until Thursday, April 17, to allow 
the merger agreement and related disclosure letter to be finalized and to allow 
Platinum Equity to complete its confirmatory due diligence.                     

         On Wednesday, April 16, representatives of Platinum Equity informed the
special committee that, based on its due diligence, Platinum Equity was no      
longer willing to acquire our company for $25,000,000 but would be willing to   
agree to a transaction at a lower price, although no such price was proposed.   
The following day, Thursday, April 17, Platinum Equity and Adams, Harkness &    
Hill discussed revised prices that were proposed by Platinum Equity, and        
Platinum Equity ultimately offered $24,000,000, or approximately $1.15 per      
share, with a termination fee of $375,000 (rather than the previously agreed    
termination fee of $750,000), or approximately $.02 per share.                  

       Later that evening, the special committee met to consider the revised
Platinum Equity offer with their advisors. Representatives of Fried Frank       
reviewed with the special committee their duties under applicable law and the   
terms of a proposed merger agreement. Due to scheduling constraints, and to     
allow the special committee to continue their consideration of the matter at    
hand, the special committee meeting was then adjourned until the next day, April
18.                                                                             

     The next day, lawyers for the special committee and Platinum Equity
finalized the merger agreement and related documents.                           

        The special committee resumed its meeting on April 18. Representatives
of Fried Frank again reviewed with the special committee their duties under     
applicable law and the terms of the proposed merger agreement. Adams, Harkness &
Hill made a presentation regarding Platinum Equity's revised offer and delivered
its opinion to the effect that, as of that date, the per share merger           
consideration to be received by holders of our common stock pursuant to the     
merger agreement was fair, from a financial point of view, to such holders.     
Following further discussion, the special committee unanimously determined to   
recommend that our board of directors approve the merger agreement and declare  
its advisability and recommend that our stockholders adopt a merger agreement.  

       Immediately following the meeting of the special committee, our board
of directors met to receive and consider the recommendation of the special      
committee. At that meeting, representatives of Fried Frank and Adams, Harkness &
Hill summarized their presentations to the special committee and the special    
committee delivered its recommendation to our board of directors. After         
extensive discussion of Platinum Equity's revised offer and the terms of the    
proposed merger agreement, our                                                  

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board of directors unanimously approved the merger agreement and declared its   
advisability and determined to recommend that our stockholders adopt the merger 
agreement. In addition, after discussing the matter, our board of directors     
approved the voting agreement.                                                  

       Later that day, the merger agreement was executed and, on the morning
of April 21, 2003, the agreement of the parties was announced.                  

RECOMMENDATION OF THE SPECIAL COMMITTEE; RECOMMENDATION OF OUR BOARD OF         
DIRECTORS                                                                       

    On April 18, 2003, the special committee unanimously determined to
recommend that our board of directors:                                          

- approve and declare advisable the merger agreement; and     

- recommend that our stockholders adopt the merger agreement. 

       After careful consideration, at a meeting held on April 18, 2003, our
board of directors unanimously determined to accept the special committee's     
recommendation and:                                                             

- approved and declared advisable the merger agreement; and   

   - determined to recommend that our stockholders vote to adopt the
merger agreement.                                         

       Our board of directors recommends that you vote "FOR" the proposal to
adopt the merger agreement at the special meeting.                              

REASONS FOR THE MERGER                                                          

      Special Committee.  In reaching the conclusions described above, the
special committee considered a number of factors, including, but not limited, to
the following:                                                                  

    - the fact that, based on the number of shares of our common stock
       outstanding on April 18, 2003, the per share merger consideration
           represented a 58% premium over $0.73, the trading price of our common
          stock as reported on the Nasdaq National Market on January 17, 2003,
  the trading day immediately prior to the announcement of our
         intention to explore strategic alternatives, and a 39% premium over
     the trading price of our common stock as reported on the Nasdaq
          National Market on April 17, 2003, the trading day immediately prior
to the public announcement of the merger agreement;       

    - the fact that sixty-three potential buyers were contacted by, or
  contacted, Adams, Harkness & Hill or us and that the special
       committee and its advisors evaluated revised proposals from three
         potential buyers, including Platinum Equity, who had each performed
extensive due diligence on our company;                   

         - the possible alternatives to the merger (including the possibility of
  our continuing to operate as an independent entity), and the
perceived risks of                                        

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those alternatives, the range of possible benefits to our 
  stockholders of possible alternatives and the timing and the
        likelihood of accomplishing the goal of such alternatives, and the
       special committee's assessment that none of such alternatives was
        reasonably likely to present superior opportunities, or reasonably
           likely to create greater value for our stockholders, than the merger;

     - the financial presentation performed by Adams, Harkness & Hill on
      April 18, 2003 and the written opinion of Adams, Harkness & Hill
       dated April 18, 2003 to the special committee to the effect that,
        based upon and subject to the factors and assumptions set forth in
          that opinion, as of that date, the per share merger consideration to
       be received by holders of our common stock pursuant to the merger
       agreement is fair from a financial point of view to such holders;

         - historical and current information concerning our business, financial
       performance and condition, operations, technology, management and
     competitive position, and current industry, economic and market
conditions;                                               

        - the terms and conditions of the merger agreement, including: (i) the
          no solicitation provisions and our ability to engage in negotiations
          with, provide any confidential information or data to, and otherwise
          have certain discussions with, any person relating to an alternative
           acquisition proposal under certain circumstances; (ii) our ability to
        terminate the merger agreement in order to accept a superior offer
        from another party in the exercise of our board's fiduciary duties
           under specified conditions and upon the payment of a termination fee;
      (iii) the conditions to Tiger Holding's obligation to effect the
       merger; (iv) the definition of "material adverse effect"; (v) the
         limited ability of Tiger Holding to terminate the merger agreement;
and (vi) the absence of a financing condition;            

       - that our company will no longer exist as an independent company and
      our stockholders will no longer participate in the growth of our
company or the pursuit of our stand-alone business plan;  

    - the fact that under the terms of the merger agreement, we cannot
         solicit other proposals and must pay to Tiger Holding a termination
         fee and expenses if we terminate the merger agreement under certain
        circumstances, which may deter others from proposing an alterative
        transaction that may be more advantageous to our stockholders; and

        - the fact that gains from an all-cash transaction would be taxable to
 our U.S. stockholders for U.S. federal income tax purposes.

During its consideration of the transaction with Tiger Holding
described above, the special committee was also aware that some of our directors
and executive officers may have interests in the merger that are different than 
or in addition to those of our stockholders generally.                          

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        Board of Directors.  In reaching its determinations referred to above,
our board of directors considered the following factors, each of which, in the  
view of our board of directors, supported such determinations:                  

     - the conclusions and recommendations of the special committee; and

      - the factors referred to above as having been taken into account by
           the special committee, including the receipt by the special committee
         of the opinion of Adams, Harkness & Hill, to the effect that, based
       upon and subject to the factors and assumptions set forth in that
          opinion, as of April 18, 2003, the per share merger consideration to
       be received by holders of our common stock pursuant to the merger
       agreement is fair from a financial point of view to such holders.

      In view of the wide variety of factors considered in connection with
their evaluation of the merger agreement offer and the merger, neither the      
special committee nor the board of directors found it practicable to, and did   
not, qualify or otherwise attempt to assign relative weights to the specific    
factors they considered in reaching their determinations.                       

        The foregoing discussion of the information and factors considered and
given weight by the special committee and the board of directors is not intended
to be exhaustive but is believed to include all material factors considered by  
the special committee and board of directors.                                   

        OUR BOARD OF DIRECTORS, BASED UPON THE UNANIMOUS RECOMMENDATION OF THE
SPECIAL COMMITTEE, UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE MERGER       
AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS ADOPT THE MERGER     
AGREEMENT.                                                                      

OPINION OF TANNING'S FINANCIAL ADVISOR                                          

   Adams, Harkness & Hill provided a fairness opinion to the special
committee on April 18, 2003, that as of the date of such fairness opinion, the  
per share merger consideration payable pursuant to the merger agreement was     
fair, from a financial point of view, to the stockholders of Tanning. The full  
text of the fairness opinion which sets forth assumptions made, matters         
considered and limitations on the review undertaken in connection with the      
fairness opinion, is attached as Annex B to this proxy statement and is         
incorporated herein by reference. The fairness opinion, referred to herein, does
not constitute a recommendation as to how any stockholder should vote with      
respect to the merger. Holders of shares of common stock are urged to, and      
should, read the fairness opinion in its entirety.                              

        Our board of directors retained Adams, Harkness & Hill to assist it in
its evaluation of the proposed merger. Our board of directors selected Adams,   
Harkness & Hill because of its familiarity with the information technology      
services industry generally and with Tanning in particular. Pursuant to the     
terms of Adams, Harkness & Hill's engagement letter with the board dated January
9, 2003, Tanning agreed to pay Adams, Harkness & Hill a retainer fee of $75,000 
and a fee of $250,000 upon the delivery by Adams, Harkness & Hill of the        
fairness opinion (which fee was payable                                         

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regardless of the conclusions expressed therein) and an additional $250,000 due 
at the closing of a transaction. Tanning also agreed to reimburse Adams,        
Harkness & Hill for all reasonable fees and disbursements of its counsel and all
of its reasonable travel and other out-of-pocket expenses arising in connection 
with its engagement, and to indemnify Adams, Harkness & Hill and its affiliates 
to the full extent permitted by law against liabilities relating to or arising  
out of its engagement, except for liabilities found to have resulted from the   
willful misconduct or gross negligence of Adams, Harkness & Hill. In the event  
of a liquidation of Tanning, Tanning agreed to pay Adams, Harkness & Hill a fee 
of $250,000.                                                                    

        Pursuant to the terms of the Adams, Harkness & Hill engagement letter,
Adams, Harkness & Hill was retained by the special committee to advise the      
special committee and the board of directors and render an opinion as to the    
fairness, from a financial point of view, to the stockholders of Tanning of the 
consideration to be received by such stockholders in connection with the merger.
Adams, Harkness & Hill is a nationally recognized investment banking firm and is
regularly engaged in the valuation of businesses and their securities in        
connection with mergers and acquisitions, negotiated underwritings, private     
placements and valuations for corporate and other purposes.                     

   At the meeting of the special committee on April 18, 2003, Adams,
Harkness & Hill rendered its fairness opinion, in writing, that, as of that     
date, based upon and subject to the various considerations set forth in the     
fairness opinion, the per share merger consideration to be paid pursuant to the 
merger agreement is fair, from a financial point of view, to the holders of     
Tanning common stock.                                                           

        The full text of the fairness opinion dated April 18, 2003, which sets
forth, among other things, the assumptions made, procedures followed, matters   
considered and limitations on the scope of the review undertaken by Adams,      
Harkness & Hill in rendering its opinion, is attached as Annex B to this proxy  
statement and is incorporated herein by reference. Stockholders are urged to,   
and should, read the opinion carefully and in its entirety. The fairness opinion
is directed to the special committee and addresses only the fairness, from a    
financial point of view, of the consideration to be received by the stockholders
of Tanning pursuant to the merger agreement as of April 18, 2003, and does not  
address any other aspect of the merger or constitute a recommendation to any    
holder of common stock as to how to vote at the special meeting. The description
of the fairness opinion set forth in this proxy statement is only a summary and 
stockholders should refer to the full text of the fairness opinion.             

      The following is a summary of the various sources of information and
valuation methodologies used by Adams, Harkness & Hill in arriving at its       
fairness opinion. To assess the fairness of the transaction, Adams, Harkness &  
Hill employed analyses based on the following:                                  

        - public company peers' financial performance and relative valuations;

        - relative valuation and transaction premiums associated with selected
precedent transactions;                                   

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- absolute and relative stock price performance;              

- liquidation analysis; and                                   

- evaluation of the market for Tanning.                       

     In conducting its investigation and analysis and in arriving at its
opinion, Adams, Harkness & Hill reviewed the information and took into account  
the investment, financial and economic factors it deemed relevant and material  
under the circumstances. The material actions undertaken by Adams, Harkness &   
Hill in its capacity as financial advisor to the special committee were as      
follows:                                                                        

        - conducted a comprehensive selling process soliciting interest from a
broad set of prospective strategic and financial buyers;  

        - reviewed the terms of the draft merger agreement furnished to Adams,
Harkness & Hill by Tanning on April 17, 2003;             

         - reviewed publicly-available information, including but not limited to
Tanning's recent filings with the SEC;                    

   - reviewed certain financial projections for Tanning prepared and
provided to Adams, Harkness & Hill by Tanning management; 

      - participated in discussions with Tanning management concerning the
        operations, business strategy, financial performance and prospects
for Tanning;                                              

       - discussed the financial and strategic rationale for the merger with
the special committee and Platinum Equity representatives;

 - compared the historical market prices and trading activity of
          Tanning's common stock with those of other publicly-traded companies
that Adams, Harkness & Hill deemed relevant;              

         - compared the financial position and operating results of Tanning with
          those of other publicly-traded companies that Adams, Harkness & Hill
deemed relevant;                                          

         - compared the proposed financial terms of the merger with the terms of
      other change of control transactions that Adams, Harkness & Hill
deemed relevant;                                          

     - reviewed the liquidation analysis prepared by Tanning management;

        - assisted in negotiations and discussions related to the merger among
      Tanning, representatives of Platinum Equity and their respective
legal advisors; and                                       

     - conducted other financial studies, analyses and investigations as
   Adams, Harkness & Hill deemed appropriate for purposes of its
opinion.                                                  

       In rendering its fairness opinion, Adams, Harkness & Hill assumed and
relied upon the accuracy and completeness of all of the financial and other     
information that was publicly available or provided to Adams, Harkness & Hill   
by, or on behalf of,                                                            

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Tanning, and did not independently verify such information. Adams, Harkness &   
Hill assumed, with the special committee's consent, that:                       

       - all material assets and liabilities (contingent or otherwise, known
          or unknown) of Tanning are as set forth in its financial statements;

         - obtaining any regulatory and other approvals and third party consents
       required for consummation of the merger would not have a material
effect on the anticipated benefits of the merger; and     

    - the merger would be consummated in accordance with the terms set
forth in the merger agreement.                            

     Adams, Harkness & Hill also assumed that the management projections
were reasonably prepared and based upon the best available estimates and good   
faith judgments of Tanning's management as to the future performance of Tanning.

    In conducting its review, Adams, Harkness & Hill did not obtain an
independent evaluation or appraisal of any of the assets or liabilities         
(contingent or otherwise) of Tanning. Adams, Harkness & Hill's fairness opinion 
did not predict or take into account any possible economic, monetary or other   
changes which may occur, or information which may come available, after the date
of its written fairness opinion.                                                

         For purposes of its analyses, Adams, Harkness & Hill assumed that there
would be 20,802,305 shares of Tanning common stock outstanding at the effective 
time of the merger, resulting in a per share merger consideration of $1.1537.   

PUBLIC COMPANY PEER ANALYSIS                                                

        Tanning is a provider of information technology services and solutions
to organizations in a broad range of industries. Adams, Harkness & Hill         
established a group of eight publicly-traded companies in the technology        
services industry that it deemed comparable to Tanning based on their similar   
information technology services and solutions offerings, the markets served, and
their financial performance (collectively, the "Peer Group Companies").         

        Adams, Harkness & Hill compared certain financial measures and metrics
of Tanning with those of the Peer Group Companies. Such information included:   

- Market value;                                               

- Enterprise value;                                           

- Last twelve months revenue;                                 

        - Last twelve months earnings before interest, taxes, depreciation and
amortization, referred to as EBITDA;                      

- Net cash; and                                               

- Ratio of market capitalization to net cash.                 

        All financial measures and metrics involving the Peer Group Companies'
common stock prices per share are as of the close of trading on April 17, 2003. 
The                                                                             

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Peer Group Companies consist of the following public companies (in alphabetical 
order):                                                                         

                                                        [Enlarge/Download Table]

                                                                   Last Twelve    Last Twelve                
                                                    Enterprise       Months         Months                   
Company                           Market Value(1)    Value(1)      Revenue(2)      EBITDA(2)     Net Cash(2) 
-------                           ---------------  -------------  -------------  -------------  -------------
                                   (in millions)   (in millions)  (in millions)  (in millions)  (in millions)
                                                                                                             
Answerthink                             $93            $ 27           $156           $ 24            $66     
Braun Consulting                        $18            $(14)          $ 46           $(13)           $32     
DiamondCluster International            $53            $(34)          $143           $  5            $87     
Edgewater Technology                    $48            $  1           $ 19           $ (2)           $47     
Eloyalty                                $23            $(17)          $ 87           $ (6)           $40     
Epresence                               $43            $ (7)          $ 32           ($12)           $50     
Inforte                                 $73            $  6           $ 40           $  7            $67     
Technology Solutions Corporation        $41            $(15)          $ 83           $ 15            $55     
Stripped Mean(3)                        $47            $ (8)          $ 72           $  1            $54     

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

(1) Market value is derived from share prices as of the close of trading on     
 April 17, 2003 and the financial data information and the number of fully
diluted shares outstanding are taken from each company's most recent SEC
filings. To determine enterprise value, market value is adjusted for a  
    company's debt and cash positions by adding the debt balance and subtracting
the cash balance.                                                       

(2) Last twelve months revenue, last twelve months EBITDA and net cash data are 
obtained from each Peer Group Company's most recent SEC filings.        

(3) Stripped mean is defined as the mean of the Peer Group, excluding the       
minimum and maximum values of the Peer Group.                           

       Based on its expertise in valuation of publicly-traded companies and,
in particular, its research into the performance variables considered by        
investors when assessing relative value among the Peer Group Companies, Adams,  
Harkness & Hill concluded that, due to the lack of revenue and profit visibility
presently associated with publicly-traded companies in the information          
technology services industry these companies are trading primarily based on the 
individual company's ratio of market value to net cash. Market value is         
calculated as the product of a company's common stock price per share (Adams,   
Harkness & Hill used the closing price on April 17, 2003, the day before the    
signing of the merger agreement) multiplied by the number of diluted shares     
outstanding. Net cash is calculated as cash on hand less debt.                  

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     In order of descending ratios of market value to net cash, the Peer
Group Companies ranked as follows:                                              

                                                                [Download Table]

                                                            Ratio of Market
                                                               Value to    
Company                                                     Net Cash(1),(2)
-------                                                     ---------------
                                                                           
Answerthink                                                      1.4x      
Inforte                                                          1.1x      
Edgewater Technology                                             1.0x      
Epresence                                                        0.9x      
Technology Solutions Corporation                                 0.7x      
Braun Consulting                                                 0.6x      
DiamondCluster International                                     0.6x      
Eloyalty                                                         0.6x      
Stripped Mean(3)                                                 0.8x      

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

(1) Market value derived from share prices as of close of trading on April 17,  
2003 and fully diluted shares outstanding taken from each company's most
recent SEC filings.                                                     

(2) Net cash data are obtained from each respective Peer Group Company's most   
recent SEC filings.                                                     

(3) Stripped mean is defined as the mean of the Peer Group, excluding the       
minimum and maximum values of the Peer Group.                           

         Adams, Harkness & Hill noted that the market value to net cash ratio of
approximately 0.7x implied by the $1.1537 per share merger consideration was    
within the range of the market value to net cash multiples of the Peer Group    
Companies.                                                                      

PRECEDENT TRANSACTION ANALYSIS                                              

       Adams, Harkness & Hill assessed the transaction premiums and relative
valuations associated with selected precedent publicly disclosed acquisitions it
deemed relevant. Adams, Harkness & Hill reviewed nine precedent transactions    
related specifically to information technology services companies. Each of the  
nine precedent transactions were announced after January 1, 2001, and all nine  
transactions involved the acquisition of the equity shares of publicly-traded   
companies for which share price data was available.                             

Premiums paid in precedent public company change of control   
transactions typically imply the range of consideration acquirors are willing to
pay above a seller's stock price prior to or at the time of the announcement of 
the relevant transaction. In                                                    

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chronological order, the selected transactions used in Adams, Harkness & Hill's 
analysis were:                                                                  

  PRECEDENT TRANSACTION ANALYSIS -- INFORMATION TECHNOLOGY SERVICES ACQUISITIONS

                                                        [Enlarge/Download Table]

                                                                   Transaction   1 Day   10 Days  30 Days
                                      Announcement   Transaction    Value/Net   Premium  Premium  Premium
Target                   Acquiror         Date        Value(1)       Cash(1)      (2)      (2)      (2)  
------                 -------------  ------------  -------------  -----------  -------  -------  -------
                                                    (in millions)                                        
                                                                                                         
Razorfish, Inc.        SBI & Co.        11/21/02       $  8.2         1.0x         6%        8%     39%  
Lante Corp.            SBI & Co.         7/18/02       $ 42.4         0.9x       100%       89%     53%  
Viant Corp.            divine Inc.        4/5/02       $ 82.7         0.7x        13%        5%     19%  
Renaissance            Aquent           10/05/01       $106.2         1.9x        60%      120%     67%  
Worldwide Organic Inc. Seneca            9/18/01       $  5.8         0.2x        14%      -18%     32%  
                       Investments                                                                       
                       LLC                                                                               
Agency.com Ltd.        Seneca            6/26/01       $ 53.8         0.8x        31%       29%     31%  
                       Investments                                                                       
                       LLC                                                                               
Aris                   CIBER             6/14/01       $ 27.4         2.5x        47%       47%    130%  
C-Bridge Internet                                                                                        
  Solutions            Excelon Corp.     5/22/01       $ 83.9         1.8x        38%       37%    144%  
Mainspring             IBM               4/19/01       $ 83.7         1.4x        33%      117%     73%  

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

(1) All Transaction Value statistics are derived from Thomson Financial         
   database, or each company's most recent SEC filings prior to the respective
acquisition.                                                            

(2) All premium information is from Thomson Financial database or calculated    
through trading statistics and deal value on a price per share basis.   

  Based upon Adams, Harkness & Hill's analysis of premiums paid in
selected precedent transactions involving information technology services       
companies, the stripped mean premiums paid to sellers' share prices for the     
thirty days, ten days and one day prior to announcement are listed below:       

                                                        [Enlarge/Download Table]

                   1 Day Premium Prior to  10 Days Premium Prior to  30 Days Premium Prior to
                      Announcement(1)          Announcement(1)           Announcement(1)     
                   ----------------------  ------------------------  ------------------------
                                                                                             
Stripped Mean (2)            34%                      47%                       61%          

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

(1) All premium information is from Thomson Financial database or calculated    
through trading statistics and deal value on a price per share basis.   

(2) Stripped mean is defined as the mean of the premiums paid to sellers' share 
 prices in the selected precedent transaction one (1), ten (10) and thirty
   (30) days prior to announcement, excluding the minimum and maximum premiums
paid to sellers' share prices in the selected precedent transactions one
(1), ten (10) and thirty (30) days prior to announcement.               

       The following table presents the range of implied values of Tanning's
stock, calculated using the stripped mean premiums shown above and applying     
Tanning's share price one day, ten days and thirty days prior to announcement:  

                                                                [Download Table]

                             1 Day Prior to      10 Days Prior to  30 Days Prior to
                            Announcement(1)      Announcement(1)   Announcement(1) 
                         ----------------------  ----------------  ----------------
                                                                                   
Implied Value per Share          $1.11                $1.26             $1.37      

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

(1) One (1), ten (10) and thirty (30) days prior to announcement, Tanning       
closing share prices were $0.83, $0.86 and $0.85, respectively.         

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        Adams, Harkness & Hill also analyzed the transaction value to net cash
multiples paid in the three most recent precedent transactions, because Adams,  
Harkness & Hill deemed each of these transactions, each of which was announced  
in 2002, to be more reflective of current market conditions than the earlier    
selected precedent transactions. The transaction value to net cash multiples in 
divine, inc.'s acquisition of Viant Corp. and SBI & Co.'s acquisitions of each  
of Lante Corp. and Razorfish, Inc. were 0.7x, 0.9x and 1.0x, respectively. The  
following table presents the range of implied values of Tanning's stock,        
calculated using the 2002 transaction value to net cash multiples noted:        

                                                                [Download Table]

                             0.7x Transaction  0.9x Transaction  1.0x Transaction
                                Value/Net         Value/Net         Value/Net    
                              Cash Multiple     Cash Multiple     Cash Multiple  
                             ----------------  ----------------  ----------------
                                                                                 
Implied Value per Share (1)       $1.19             $1.52             $1.69      

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

(1) Net cash figures provided by the Company and 20,802,305 shares are assumed  
outstanding.                                                            

STOCK PRICE PERFORMANCE ANALYSIS                                            

    Adams, Harkness & Hill examined the following common stock closing
price data for Tanning:                                                         

 - price performance from April 17, 2000 through April 17, 2003,
compared to the performance of the Nasdaq Composite;      

 - price performance from April 17, 2000 through April 17, 2003,
compared to an index of the S&P 500 Composite; and        

 - price performance from April 17, 2000 through April 17, 2003,
compared to an index of the Peer Group Companies.         

         Based on the above analyses, Adams, Harkness & Hill observed that, from
April 17, 2000 through April 17, 2003, Tanning's per share price had decreased  
96.1%. During the same time period, the Nasdaq composite decreased 59.7% and the
S&P 500 composite decreased 36.2%. Adams, Harkness & Hill also observed that the
value of the Peer Group Companies decreased by 90.7% during the same time       
period.                                                                         

LIQUIDATION ANALYSIS                                                        

         Adams, Harkness & Hill considered the per share liquidation value to be
received by holders of Tanning's common stock if Tanning were to commence a     
liquidation on March 31, 2003. Adams, Harkness & Hill relied upon the           
liquidation analysis, which was prepared for the special committee by Tanning's 
management as of April 10, 2003.                                                

        In reviewing the liquidation analysis, Adams, Harkness & Hill analyzed
the assumptions made by Tanning's management in determining the estimated       
realizable cash value range of each of Tanning's specific asset classes,        
including: (i) cash and cash equivalents, (ii) accounts receivables, (iii) other
receivables, (iv) prepaid expenses and other current assets, (v) fixed assets   
and (vi) other long-term assets. Based upon the specific asset class analyses,  
Tanning's management estimated the                                              

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value of Tanning's assets, assuming an orderly liquidation, to be in the range  
of approximately $38.5 million to $40.6 million.                                

         In reviewing the liquidation analysis, Adams, Harkness & Hill analyzed,
for reasonableness purposes, the assumptions made by Tanning's management in    
determining the estimated realizable range of claims against Tanning for each of
Tanning's specific liability classes, including: (i) accounts payable, (ii)     
accrued liabilities, (iii) deferred revenue, (iv) income tax payable and (v)    
other long-term liabilities. Adams, Harkness & Hill also analyzed the           
assumptions made by Tanning's management in determining total liquidation       
expenses by reviewing Tanning-provided information including: (i) anticipated   
employee severance costs, (ii) lease obligations, (iii) incremental D&O         
insurance, (iv) legal, audit and other professional fees and (v) additional     
contingencies. Based upon the specific liability and liquidation expense        
analyses, Tanning's management estimated the value of Tanning's liabilities and 
liquidation expenses, assuming an orderly liquidation, to be in the range of    
approximately $15.7 million to $19.9 million.                                   

      In estimating the value of Tanning in an orderly liquidation, Adams,
Harkness & Hill subtracted the value of the liabilities and liquidation expenses
as determined by Tanning's management from the adjusted values of Tanning's     
tangible and intangible assets as determined by Tanning's management. Adams,    
Harkness & Hill then assumed a range of approximately $4 million to $10 million 
would be held in escrow for three years to cover any unforeseen liabilities, and
that the $4 million to $10 million would be subsequently returned to Tanning    
stockholders over a three-year period. Ultimately, the liquidation analysis     
resulted in an equity value range of approximately $16.6 million to $23.9       
million, or $0.80 to $1.15 per share on a present value basis.                  

     Adams, Harkness & Hill relied upon and assumed, without independent
verification, that the liquidation analysis provided to it was reasonably       
prepared and reflected the best currently available information concerning the  
assets, liabilities and other aspects of Tanning, and that there was no material
change in the assets, financial condition, business or prospects of Tanning     
since the date of the most recent information made available to it. Adams,      
Harkness & Hill did not independently verify the accuracy or completeness of the
liquidation analysis supplied to it with respect to Tanning and did not and does
not assume responsibility for the accuracy or completeness of such information. 
The liquidation analysis was based on business, general economic, market and    
other conditions that reasonably could be evaluated by Adams, Harkness & Hill as
of the date of the liquidation analysis, respectively. Subsequent events that   
could affect the estimates set forth therein include adverse changes in industry
performance or market conditions and changes to the business, financial         
condition and results of operations of the company. Adams, Harkness & Hill is   
under no obligation to update, revise or reaffirm the liquidation analysis.     

         Except as disclosed in the liquidation analysis, Adams, Harkness & Hill
assumed that Tanning has no material contingent assets or liabilities, no       
unusual obligations or substantial commitments other than those incurred in the 
ordinary course of business, and no pending or threatened litigation that would 
have a material effect on Tanning. The liquidation analysis assumed that Tanning
would continue                                                                  

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operations for thirty-six months after commencing liquidation and would reach   
settlements with remaining customers at the end of that period. At the request  
of the special committee, Adams, Harkness & Hill assumed that Tanning would     
effect the liquidation via a liquidating trust. Adams, Harkness & Hill also     
assumed that Tanning would be required to withhold a certain amount of cash from
any initial liquidating distribution sufficient to satisfy its known            
liabilities, including customer obligations, and that over a three-year period, 
any remaining cash would be distributed to stockholders. The analysis also      
assumed that no income tax liability would be incurred by Tanning in connection 
with the liquidation process.                                                   

  Adams, Harkness & Hill was not requested to consider, and Adams,
Harkness & Hill expressed no opinion as to the relative merits of a liquidation 
as compared to any alternative business strategies that might exist for Tanning 
or the effect of any other alternative in which Tanning might engage.           

EVALUATION OF THE MARKET FOR THE COMPANY                                    

         In evaluating the fairness of the merger consideration, Adams, Harkness
& Hill also considered its solicitation of interest from a broad set of         
prospective strategic and financial buyers of Tanning, and the evaluation of the
available opportunities for selling Tanning to those prospective buyers. In     
Adams, Harkness & Hill's view, the fair market value of a company is best       
established by the price that a willing buyer would pay to a willing seller in a
comprehensive competitive selling process. In undertaking this effort, Adams,   
Harkness & Hill undertook a comprehensive competitive selling process in its    
attempt to maximize value for Tanning stockholders. Adams, Harkness & Hill      
approached:                                                                     

  Strategic Buyers:  Adams, Harkness & Hill marketed Tanning to an
extensive set of potential buyers that participate in the information technology
services market. These potential buyers provided negative feedback about the    
strategic and financial value of the business, citing, among other reasons,     
Tanning's poor financial performance and small customer base.                   

       Financial Buyers:  Adams, Harkness & Hill marketed Tanning to a range
of financial buyers that had previously expressed interest in evaluating        
acquisitions of public technology companies. There were a limited number of     
parties interested in the business.                                             

     In spite of the comprehensive sales process, Adams, Harkness & Hill
recognized there may have been a potential buyer it did not contact.            
Consequently, the terms of the merger agreement relating to the ability of an   
alternative buyer to make a superior offer and complete a transaction were      
important to the comprehensiveness of a competitive process. The merger         
agreement provided for the special committee to entertain discussions with any  
prospective buyer that submitted a higher, qualified offer.                     

SUMMARY OF FINANCIAL AND COMPARATIVE ANALYSES                               

        The foregoing summary does not purport to be a complete description of
the analyses performed by Adams, Harkness & Hill. The preparation of a fairness 
opinion                                                                         

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is a complex process. Adams, Harkness & Hill believes that its analyses must be 
considered as a whole, and that selecting portions of such analysis without     
considering all analyses and factors would create an incomplete view of the     
processes underlying its fairness opinion. Adams, Harkness & Hill did not       
attempt to assign specific weights to particular analyses or factors considered 
by it. Any estimates contained in Adams, Harkness & Hill's analyses are not     
necessarily indicative of actual values, which may be significantly more or less
favorable than as set forth therein. Estimates of values of companies do not    
purport to be appraisals or necessarily to reflect the prices at which companies
may actually be sold. Such estimates are inherently subject to uncertainty.     
Adams, Harkness & Hill advised the special committee and the board of directors 
that the financial and comparative analyses conducted by it in rendering its    
fairness opinion (specifically, the peer group analysis, the selected precedent 
transactions analysis, the historical stock price performance analysis, the     
liquidation analysis and the evaluation of the market for Tanning) constituted a
"going concern" analysis of Tanning. Taken together, the information and        
analyses employed by Adams, Harkness & Hill lead to Adams, Harkness & Hill's    
overall opinion that the per share merger consideration to be received by       
stockholders at Tanning is fair, from a financial point of view, to such        
holders.                                                                        

CERTAIN LITIGATION                                                              

    On April 23, 2003, one of our stockholders filed a purported class
action lawsuit in the Court of Chancery of the State of Delaware against        
Tanning, our board of directors and Platinum Equity alleging claims of breach of
fiduciary duty. The complaint seeks an injunction preventing the merger,        
rescission of the merger, in the event the merger is completed, compensatory    
damages and an award of costs and attorneys' fees. We believe the claims are    
without merit and intend to defend ourselves vigorously.                        

FINANCING OF THE MERGER                                                         

The merger is not conditioned on any financing arrangements.  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO OUR STOCKHOLDERS 

The following is a summary of United States federal income tax
consequences of the merger to stockholders whose shares of our common stock are 
converted into the right to receive cash under the merger. The discussion is for
general information purposes only and does not purport to consider all aspects  
of United States federal income taxation that might be relevant to our          
stockholders. The discussion is based on current law which is subject to change,
possibly with retroactive effect. The discussion applies only to stockholders   
who hold shares of our common stock as capital assets, and may not apply to     
shares of our common stock received in connection with the exercise of employee 
stock options or otherwise as compensation, or to certain types of stockholders 
(such as insurance companies, banks, tax-exempt organizations, financial        
institutions and broker-dealers) who may be subject to special rules. This      
discussion does not discuss the tax consequences to any stockholder who, for    
United States federal income tax purposes, is a non-resident alien individual,  
foreign                                                                         

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corporation, foreign partnership or foreign estate or trust, and does not       
address any aspect of state, local or foreign tax laws.                         

       The receipt of cash for shares of our common stock in the merger will
be a taxable transaction for United States federal income tax purposes. In      
general, a stockholder who surrenders shares of our common stock for cash in the
merger will recognize capital gain or loss for United States federal income tax 
purposes equal to the difference, if any, between the amount of cash received   
and the stockholder's adjusted tax basis in the shares of our common stock      
surrendered. Gain or loss will be determined separately for each block of shares
(i.e., shares acquired at the same cost in a single transaction) surrendered for
cash pursuant to the merger. Such gain or loss will be long-term capital gain or
loss provided that a stockholder's holding period for such shares is more than  
one year at the time of the completion of the merger. Long-term capital gains of
individuals are eligible for reduced rates of taxation. There are limitations on
the deductibility of capital losses.                                            

         Backup withholding will apply to all cash payments to which a holder of
shares or other payee is entitled pursuant to the merger agreement, unless the  
stockholder or other payee provides a taxpayer identification number (social    
security number, in the case of individuals, or employer identification number, 
in the case of other stockholders), certifies that such number is correct, and  
otherwise complies with the backup withholding tax rules. Each of our           
stockholders and, if applicable, each other payee, should complete and sign the 
Substitute Form W-9 which will be included as part of the letter of transmittal 
and return it to the paying agent, in order to provide the information and      
certification necessary to avoid backup withholding tax, unless an exemption    
applies and is established in a manner satisfactory to the paying agent.        

         Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules will be allowed as a refund or a credit against    
your United States federal income tax liability provided the required           
information is furnished to the IRS.                                            

       The United States federal income tax consequences set forth above are
for general information purposes only and are not intended to constitute a      
complete description of all tax consequences relating to the merger. Because    
individual circumstances may differ, each stockholder should consult the        
stockholder's tax advisor regarding the applicability of the rules discussed    
above to the stockholder and the particular tax effects to the stockholder of   
the merger, including the application of state, local and foreign tax laws.     

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER                     

   Members of our board of directors and our executive officers have
various interests in the merger described in this section that may be in        
addition to, or different from, the interests of our stockholders generally. The
members of our board of directors were aware of these interests and considered  
them at the time they approved the merger agreement. You should keep this in    
mind when considering the                                                       

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recommendation of our board of directors for the proposal to adopt the merger   
agreement.                                                                      

       The merger agreement provides that following the merger Tiger Holding
and the surviving corporation will indemnify and hold harmless, and provide     
advancement of expenses to, all past and present directors, officers and        
employees of Tanning to the fullest extent such persons are indemnified or have 
the right to advancement of expenses under Tanning's articles of incorporation  
and bylaws as of the date of the merger agreement for acts or omissions         
occurring at or prior to the merger. For six years after the merger, the        
surviving company must maintain our existing officers' and directors' liability 
insurance or maintain a run-off or tail policy or endorsement with an insurance 
carrier having a claims paying rate at least equal to the company's current     
carrier, for acts or omissions occurring prior to the merger which covers the   
same people covered by the existing policy and with coverage at least as        
favorable as the existing policy. In no case will the surviving corporation be  
obligated to pay annual premiums in excess of 250% of the amount per annum we   
paid in our last full fiscal year. If the surviving corporation merges or       
consolidates with another entity and is not the survivor, or the surviving      
corporation transfers or conveys all or substantially all of its properties or  
assets to another entity, Tiger Holding must assure that proper provision is    
made so that the successors or assigns of Tanning will assume the obligation to 
provide directors' and officers' liability insurance. The merger agreement also 
provides that Tanning will obtain six years of run-off or tail directors' and   
officers' liability coverage covering each person covered by the existing       
directors' and officers' liability insurance and providing coverage as favorable
to each person as the existing policy from an insurance carrier having a claims 
paying rate at least equal to Tanning's current carrier.                        

        Pursuant to the Tanning Technology Corporation Change in Control Plan,
Greg Conley, Jeff Greenblatt, Adesh Gupta, Melinda Hall, Katherine Scherping,   
Larry G. Tanning, and Mark Teflian would be entitled to severance pay and       
benefits if terminated under certain circumstances in anticipation of or within 
twelve months following the merger. Under the Change of Control Plan: (i) Mr.   
Greenblatt and Ms. Hall would be entitled to a lump sum severance payment equal 
to 50% of their respective annual salaries and continued medical benefits for   
six months; (ii) Ms. Scherping would be entitled to a lump sum severance payment
equal to 75% of her annual salary and continued medical benefits for nine       
months; (iii) Mr. Gupta would be entitled to a lump sum severance payment equal 
to ten months of his annual salary and continued medical benefits for ten       
months; (iv) Mr. Conley would be entitled to a lump sum severance payment equal 
to his annual salary plus the greater of $170,000, and the amount of annual     
incentive pay he actually received for the preceding fiscal year, pro rated     
based on the number of days he is employed during the year in which he is       
terminated and continued medical benefits for twelve months; (v) Mr. Teflian    
would be entitled to a lump sum severance payment equal to six months of his    
annual salary plus any guaranteed incentive payment in effect at the time of    
termination and continued medical benefits for six months; and (vi) Mr. Tanning 
would be entitled to a lump sum severance payment equal to his annual salary and
continued medical benefits for twelve months.                                   

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APPRAISAL RIGHTS                                                                

    The discussion of the provisions set forth below is not a complete
summary regarding your appraisal rights under Delaware law and is qualified in  
its entirety by reference to the text of the relevant provisions of Delaware    
law, which are attached to this proxy statement as Annex D. Stockholders        
intending to exercise appraisal rights should carefully review Annex D. Failure 
to follow precisely any of the statutory procedures set forth in Annex D may    
result in a termination or waiver of these rights.                              

        If the merger is completed, dissenting holders of our common stock who
follow the procedures specified in Section 262 of the Delaware General Corporate
Law within the appropriate time periods will be entitled to have their shares of
our common stock appraised by a court and to receive the "fair value" of such   
shares in cash as determined by the Delaware Court of Chancery in lieu of the   
consideration that such stockholders would otherwise be entitled to receive     
pursuant to the merger agreement.                                               

       The following is a brief summary of Section 262, which sets forth the
procedures for dissenting from the merger and demanding statutory appraisal     
rights. Failure to follow the procedures set forth in Section 262 precisely     
could result in the loss of appraisal rights. This proxy statement constitutes  
notice to holders of Tanning's common stock concerning the availability of      
appraisal rights under Section 262. A stockholder of record wishing to assert   
appraisal rights must hold the shares of stock on the date of making a demand   
for appraisal rights with respect to such shares and must continuously hold such
shares through the effective time of the merger.                                

         Stockholders who desire to exercise their appraisal rights must satisfy
all of the conditions of Section 262. A written demand for appraisal of shares  
must be filed with us before the special meeting on [           ], 2003. This   
written demand for appraisal of shares is in addition to and separate from a    
vote against the merger. Stockholders electing to exercise their appraisal      
rights must not vote "for" the merger. Any proxy or vote against the merger will
not constitute a demand for appraisal within the meaning of Section 262.        

      A demand for appraisal must be executed by or for the stockholder of
record, fully and correctly, as such stockholder's name appears on the share    
certificate. If the shares are owned of record in a fiduciary capacity, such as 
by a trustee, guardian or custodian, this demand must be executed by or for the 
fiduciary. If the shares are owned by or for more than one person, as in a joint
tenancy or tenancy in common, such demand must be executed by or for all joint  
owners. An authorized agent, including an agent for two or more joint owners,   
may execute the demand for appraisal for a stockholder of record; however, the  
agent must identify the record owner and expressly disclose the fact that, in   
exercising the demand, he is acting as agent for the record owner. A person     
having a beneficial interest in our common stock held of record in the name of  
another person, such as a broker or nominee, must act promptly to cause the     
record holder to follow the steps summarized below and in a timely manner to    
perfect whatever appraisal rights the beneficial owners may have.               

    Stockholders who elect to exercise appraisal rights should mail or
deliver his, her or its written demand to Tanning at its address at 4600 South  
Syracuse Street, Suite 300, Denver, Colorado 80237, Attention: Jeffrey          
Greenblatt, Secretary. The                                                      

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written demand for appraisal should specify the stockholder's name and mailing  
address, and that the stockholder is thereby demanding appraisal of his or her  
Tanning common stock. Within ten days after the effective time of the merger, we
must provide notice of the effective time of the merger to all of our           
stockholders who have complied with Section 262 and have not voted for the      
merger.                                                                         

        Within 120 days after the effective time of the merger, but not after,
any stockholder who has satisfied the requirements of Section 262 may deliver to
us a written demand for a statement listing the aggregate number of shares not  
voted in favor of the merger and with respect to which demands for appraisal    
have been received and the aggregate number of holders of such shares. Tanning, 
as the surviving corporation in the merger, must mail any such written statement
to the stockholder no later than the later of ten days after the stockholders'  
request is received by us or ten days after the latest date for delivery of a   
demand for appraisal under Section 262.                                         

        Within 120 days after the effective time of the merger, but not after,
either Tanning or any stockholder who has complied with the required conditions 
of Section 262 and who is otherwise entitled to appraisal rights may file a     
petition in the Delaware Court of Chancery demanding a determination of the fair
value of the Tanning shares of stockholders entitled to appraisal rights. We    
have no present intention to file such a petition if demand for appraisal is    
made.                                                                           

     Upon the filing of any petition by a stockholder in accordance with
Section 262, service of a copy must be made upon us, which must, within 20 days 
after service, be filed in the office of the Register in Chancery in which the  
petition was filed, and we will provide a duly verified list containing the     
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by us. If a petition is filed by us, the petition must be accompanied by
the verified list. The Register in Chancery, if so ordered by the court, will   
give notice of the time and place fixed for the hearing of such petition by     
registered or certified mail to us and to the stockholders shown on the list at 
the addresses therein stated, and notice will also be given by publishing a     
notice at least one week before the day of the hearing in a newspaper of general
circulation published in the City of Wilmington, Delaware, or such publication  
as the court deems advisable. The forms of the notices by mail and by           
publication must be approved by the court, and the costs thereof will be borne  
by us. The Delaware Court of Chancery may require the stockholders who have     
demanded an appraisal for their shares (and who hold stock represented by       
certificates) to submit their stock certificates to the Register in Chancery for
notation of the pendency of the appraisal proceedings and the Delaware Court of 
Chancery may dismiss the proceedings as to any stockholder that fails to comply 
with such direction.                                                            

      If a petition for an appraisal is filed in a timely fashion, after a
hearing on the petition, the court will determine which stockholders are        
entitled to appraisal rights and will appraise the shares owned by these        
stockholders, determining the fair value of such shares, exclusive of any       
element of value arising from the accomplishment or expectation of the merger,  
together with a fair rate of interest to be paid, if any, upon the amount       
determined to be the fair value.                                                

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    Tanning stockholders considering seeking appraisal of their shares
should note that the fair value of their shares determined under Section 262    
could be more, the same or less than the consideration they would receive       
pursuant to the merger agreement if they did not seek appraisal of their shares.
The costs of the appraisal proceeding may be determined by the court and taxed  
against the parties as the court deems equitable under the circumstances. Upon  
application of a dissenting stockholder, the court may order that all or a      
portion of the expenses incurred by any dissenting stockholder in connection    
with the appraisal proceeding, including reasonable attorneys' fees and the fees
and expenses of experts, be charged pro rata against the value of all shares    
entitled to appraisal. In the absence of a determination or assessment, each    
party must bear his, her or its own expenses. The exchange of shares for cash   
pursuant to the exercise of appraisal rights will be a taxable transaction for  
United States federal income tax purposes and possibly state, local and foreign 
income tax purposes as well. See "Material U.S. Federal Income Tax Consequences 
of the Merger to Our Stockholders" on page 36.                                  

    Any stockholder who has duly demanded appraisal in compliance with
Section 262 will not, after the effective time of the merger, be entitled to    
vote for any purpose the shares subject to appraisal or to receive payment of   
dividends or other distributions on such shares, except for dividends or        
distributions payable to stockholders of record at a date prior to the effective
time of the merger.                                                             

       At any time within sixty days after the effective time of the merger,
any stockholder will have the right to withdraw his demand for appraisal and to 
accept the terms offered in the merger agreement. After this period, a          
stockholder may withdraw his demand for appraisal and receive payment for his   
shares as provided in the merger agreement only with our consent. If no petition
for appraisal is filed with the court within 120 days after the effective time  
of the merger, stockholders' rights to appraisal (if available) will cease.     
Inasmuch as we have no obligation to file such a petition, any stockholder who  
desires a petition to be filed is advised to file it on a timely basis. No      
petition timely filed in the court demanding appraisal may be dismissed as to   
any stockholder without the approval of the court, which approval may be        
conditioned upon such terms as the court deems just.                            

Failure by any stockholder to comply fully with the procedures
described above and set forth in Annex D to this proxy statement may result in  
termination of the stockholder's appraisal rights.                              

FORM OF THE MERGER                                                              

    Subject to the terms and conditions of the merger agreement and in
accordance with Delaware General Corporation Law, at the effective time of the  
merger, Merger Sub, a wholly-owned subsidiary of Tiger Holding and a party to   
the merger agreement, will merge with and into Tanning. Tanning will survive the
merger as a wholly-owned subsidiary of Tiger Holding.                           

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CONVERSION OF SHARES; PROCEDURES FOR EXCHANGE OF CERTIFICATES                   

      The conversion of our common stock into the right to receive the per
share merger consideration, without interest, will occur automatically at the   
effective time of the merger. Promptly after the effective time of the merger,  
the paying agent will send a letter of transmittal to each former Tanning       
stockholder. The letter of transmittal will contain instructions for obtaining  
cash in exchange for shares of our common stock. Stockholders should not return 
stock certificates with the enclosed proxy.                                     

         In the event of a transfer of ownership of our common stock that is not
registered in the records of our transfer agent, the cash consideration for     
shares of our common stock may be paid to a person other than the person in     
whose name the certificate so surrendered is registered if:                     

       - the certificate is properly endorsed or otherwise is in proper form
for transfer; and                                         

     - the person requesting such payment (a) pays any transfer or other
 taxes resulting from the payment to a person other than the
           registered holder of the certificate or (b) establishes to the paying
agent that the tax has been paid or is not applicable.    

     The cash paid upon conversion of shares of our common stock will be
issued in full satisfaction of all rights relating to the shares of our common  
stock.                                                                          

THE MERGER AGREEMENT

        This section of this proxy statement describes the material provisions
of the merger agreement but does not purport to describe all of the terms of the
merger agreement. The following summary is qualified in its entirety by         
reference to the complete text of the merger agreement, which is attached as    
Annex A to this proxy statement and is incorporated into this proxy statement by
reference. We urge you to read the full text of the merger agreement because it 
is the legal document that governs the merger.                                  

THE MERGER                                                                      

     The merger agreement provides for the merger of Merger Sub with and
into Tanning upon the terms, and subject to the conditions, of the merger       
agreement. As the surviving corporation, we will survive the merger and continue
to exist as a wholly-owned subsidiary of Tiger Holding. The merger will be      
effective at the time a certificate of merger is duly filed with the Secretary  
of State of the State of Delaware (or at such later time, if agreed upon by the 
parties and specified in the certificate of merger filed with the Secretary of  
State). We expect to complete the merger as promptly as practicable after our   
stockholders adopt the merger agreement.                                        

     We or Tiger Holding may terminate the merger agreement prior to the
completion of the merger in some circumstances, whether before or after the     
adoption of the merger agreement by stockholders. Additional details on         
termination of the                                                              

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merger agreement are described in " The Merger Agreement--Termination of the    
Merger Agreement."                                                              

MERGER CONSIDERATION                                                            

   Each share of our common stock issued and outstanding immediately
before the merger (other than shares held in treasury, shares held by Tiger     
Holding or Merger Sub, and shares held by holders who have chosen to exercise   
their appraisal rights) will be converted into the right to receive an amount in
cash equal to the quotient obtained by dividing $24,000,000, less any amount    
payable to holders of options to purchase shares of our common stock, by the    
number of shares of our common stock outstanding immediately prior to the       
effective time of the merger. After the merger is effective, each holder of a   
certificate representing any of these shares of our common stock will no longer 
have any rights with respect to the shares, except for the right to receive the 
product obtained by multiplying the per share merger consideration by the number
of shares of our common stock represented by such certificate, rounded down to  
the nearest whole cent. Each share of our common stock held by us as treasury   
shares or held by Tiger Holding or Merger Sub at the time of the merger will be 
canceled without any payment.                                                   

DIRECTORS AND OFFICERS                                                          

         Upon completion of the merger, the directors and officers of Merger Sub
will be the directors and officers of the surviving corporation until they      
resign, are removed, or otherwise cease to be directors. The bylaws of Merger   
Sub will govern the filling of any vacancies in the board of directors and the  
appointment of new officers.                                                    

TREATMENT OF STOCK OPTIONS                                                      

  The merger agreement provides that, prior to the effective time,
Tanning's board shall take any actions necessary to cause each option to        
purchase shares of our common stock outstanding under Tanning's stock option    
plan to be canceled at the effective time in exchange for the right to receive a
cash payment immediately following the effective time equal to the excess of the
amount the holder would have received if he or she had exercised such option    
immediately prior to the effective time of the merger over the aggregate        
exercise price of the option. All amounts payable are subject to applicable     
withholding taxes.                                                              

DISSENTING STOCKHOLDERS                                                         

         The merger agreement provides that those stockholders who have properly
exercised and perfected their appraisal rights will not have the right to       
receive the merger consideration, but will receive payment in cash for the fair 
value of their shares of our common stock as determined in accordance with      
Delaware law. If a holder fails to perfect or withdraws or loses his or her     
right to appraisal of our common stock after the effective time, his or her     
shares will be treated as if they had been converted into and are exchangeable  
for the right to receive the merger consideration without interest and the      
stockholder's right to appraisal will be extinguished. Tanning must give Tiger  
Holding prompt notice of demands for appraisal and Tanning may not make a       

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payment with respect to a demand for appraisal or settle any such demands       
without Tiger Holding's prior written consent. Additional details on appraisal  
rights are described above in "The Merger -- Appraisal Rights."                 

PAYMENT FOR THE SHARES                                                          

Before the merger, Tiger Holding will designate a paying agent
reasonably acceptable to us to make payment of the merger consideration as      
contemplated by the merger agreement. At the time of the merger, and as needed, 
Tiger Holding will deposit in trust with the paying agent the funds appropriate 
to pay the merger consideration to the stockholders on a timely basis.          

         At the close of business on the day of the completion of the merger, we
will close our stock ledger. After that time, the surviving corporation will not
transfer common stock on its stock transfer books.                              

    As promptly as practicable after the completion of the merger, the
paying agent will send you a letter of transmittal and instructions advising you
how to surrender your certificates in exchange for the merger consideration. The
paying agent will promptly pay you your merger consideration after you have (1) 
surrendered your certificate(s) to the paying agent and (2) provided to the     
paying agent a properly completed letter of transmittal and any other items     
specified by the letter of transmittal. Interest will not be paid or accrue in  
respect of cash payments. The surviving corporation will reduce the amount of   
any merger consideration paid to you by any applicable withholding taxes. YOU   
SHOULD NOT FORWARD YOUR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER 
OF TRANSMITTAL, AND YOU SHOULD NOT RETURN YOUR STOCK CERTIFICATES WITH THE      
ENCLOSED PROXY CARD.                                                            

        If the paying agent is to pay some or all of your merger consideration
to a person other than you, you must have your certificates properly endorsed or
otherwise in proper form for transfer, and you must pay any transfer or other   
taxes payable by reason of the transfer or establish to the surviving           
corporation's satisfaction that the taxes have been paid or are not required to 
be paid.                                                                        

        The transmittal instructions will tell you what to do if you have lost
your certificate, or if it has been stolen or destroyed. You will have to       
provide an affidavit to that fact and, if required by the surviving corporation,
post a bond in an amount that the surviving corporation may reasonably direct as
indemnity against any claim that may be made against it in respect of the       
certificate.                                                                    

REPRESENTATIONS AND WARRANTIES                                                  

In the merger agreement, Tanning and Tiger Holding each made  
representations and warranties relating to, among other things:                 

- corporate existence and power;                              

- corporate authorization;                                    

- governmental authorization;                                 

- non-contravention;                                          

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- finders' fees;                                              

- disclosure documents; and                                   

- compliance with law.                                        

      In the merger agreement, Tiger Holding also made representations and
warranties relating to the availability of the funds necessary to complete its  
obligations under the merger agreement.                                         

      We also made representations and warranties relating to, among other
things:                                                                         

- litigation;                                                 

- capitalization;                                             

- subsidiaries;                                               

- SEC filings;                                                

- financial statements;                                       

- undisclosed material liabilities;                           

- absence of certain changes;                                 

- material contracts;                                         

- labor matters;                                              

- employee benefit plans;                                     

- taxes;                                                      

- antitakeover statutes;                                      

- intellectual property rights;                               

- opinion of our financial advisor;                           

- real property;                                              

- environmental matters;                                      

- permits;                                                    

- title to properties;                                        

- insurance; and                                              

- customers and suppliers.                                    

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CONDUCT OF BUSINESS PENDING THE MERGER                                          

         With limited exceptions we agreed in the merger agreement that from the
date of the merger agreement until the completion of the merger, we and each of 
our subsidiaries will:                                                          

- conduct our operations in the ordinary course of business;  

       - use commercially reasonable efforts to preserve intact our business
       organizations and goodwill and keep available the services of our
present officers and employees and maintain satisfactory  
       relationships with those individuals and entities having business
relationship with them;                                   

         - promptly notify Tiger Holding upon the discovery of any breach of any
          representation or warranty in the merger agreement or the occurrence
          of any event that would cause any such representation or warranty to
no longer be true and correct; and                        

         - promptly deliver to Tiger Holding any filings with the Securities and
           Exchange Commission, which we refer to as the SEC, following the date
of the merger agreement.                                  

       We have also agreed that, from the date of the merger agreement until
the completion of the merger, except as expressly set forth in the disclosure   
letter delivered to Tiger Holding or consented to in writing by Tiger Holding,  
we will not, and will not permit any of our subsidiaries to:                    

- amend our certificate of incorporation or by-laws;          

         - issue, sell, pledge, or authorize or commit to issue, sell, pledge or
      authorize (i) any shares of our capital stock or other ownership
   interest in us (other than pursuant to the Tanning Technology
          Corporation 1999 Employee Stock Purchase Plan or the exercise of any
           stock options for our capital stock outstanding as of the date of the
merger agreement) or our subsidiaries; (ii) any securities
         convertible into, or exchangeable for, any such shares or ownership
          interest; or (iii) any rights, warrants or options to acquire shares
 of our capital stock, ownership interest, or convertible or
exchangeable securities;                                  

         - effect any stock split, combination or reclassification of any of our
     capital stock or other equity interests or otherwise change our
capitalization as of the date of the merger agreement;    

       - grant, confer or award any option, warrant, convertible security or
     other right to acquire any shares of our capital stock or other
      ownership interests in Tanning or take any action to cause to be
       exercisable any otherwise unexercisable option under any existing
          stock option plan (except as otherwise required by the terms of such
unexercisable options);                                   

         - declare, set aside or pay any dividend or make any other distribution
         or payment with respect to any shares of our capital stock or other
   ownership interests (other than certain payments to us by our
subsidiaries);                                            

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    - directly or indirectly redeem, purchase or otherwise acquire any
        shares of our capital stock or ownership interest of Tanning or of
our subsidiaries;                                         

    - sell, lease or otherwise dispose of any of our assets (including
capital stock of our subsidiaries), other than the sale or
  disposition of inventory in the ordinary course of business;

    - acquire by merger, purchase or any other manner, any business or
      entity, or otherwise acquire any assets, except for purchases of
        inventory, supplies or capital equipment in the ordinary course of
business consistent with past practice;                   

   - acquire capital stock or other ownership interests of any other
          entity or a business division of any entity or otherwise organize or
acquire control or ownership of any other entity;         

- incur or assume any debt (long-term or short-term);         

- assume, guarantee or otherwise become liable or responsible,
      directly, contingently, or otherwise, for the obligations of any
third party except our subsidiaries;                      

       - make or forgive any loans, advances or capital contributions to, or
investments in, any other third party;                    

       - enter into any new employment, severance termination, consulting or
       salary continuation agreements, or institute any new severance or
          termination pay practice, or increase the benefits payable under our
        or our subsidiaries' severance and termination pay practices, with
respect to any officers, directors or employees, agents or
    consultants or grant any material increases in compensation or
      benefits to employees, or grant or pay any bonuses to employees;

     - unless required by applicable law, adopt or amend in any material
respect any material employee benefit plan or arrangement;

- change or remove certified public accountants;              

      - enter into, become obligated under, or change, amend, terminate or
otherwise modify, any material contract;                  

     - make or commit to make capital expenditures in excess of $25,000;

- settle any pending claim or other disagreement;             

- grant any lien on our capital stock;                        

         - enter into, directly or indirectly, any new material transaction with
any of our affiliates;                                    

- terminate any of our employees, other than for cause;       

- enter into any sublease with respect to any real property;  

- pay or incur any fees payable to certain specified financial
advisors; or                                              

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- authorize or commit to take any of the above actions.       

        Tiger Holding has agreed in the merger agreement that from the date of
the merger agreement until the completion of the merger, Tiger Holding will not,
and will not permit any of its subsidiaries to:                                 

 - take any action that would reasonably be expected to make any
          representation and warranty of Tiger Holding in the merger agreement
         inaccurate in any material respect at, or at any time prior to, the
time of the merger; or                                    

     - enter into a contract or arrangement or otherwise take any action
        that could reasonably be expected to materially delay or otherwise
interfere with the completion of the merger.              

EFFORTS TO COMPLETE THE MERGER                                                  

        Subject to the terms and conditions set forth in the merger agreement,
we and Tiger Holding have agreed: (i) to use reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things       
necessary, proper or advisable under applicable laws to complete the merger and 
any transactions contemplated by the merger agreement; (ii) to cooperate with   
one another in preparing this proxy statement; (iii) to cooperate with one      
another in determining whether any other action by, in respect of, or filing    
with, any governmental authority is required, or whether any actions, consents, 
approvals or waivers are required to be obtained from parties to any material   
contracts, in connection with the merger; and (iv) to cooperate in taking such  
actions, making any such filings, furnishing information required in connection 
therewith or with this proxy statement, and seeking to timely obtain any such   
actions, consents, approvals or waivers.                                        

CONDITIONS TO THE MERGER                                                        

      Conditions to Each Party's Obligations.  Each party's obligations to
complete the merger is subject to the satisfaction or waiver by Tiger Holding to
the extent permitted by law of the following conditions:                        

        - the merger agreement must have been approved by the affirmative vote
    of the holders of a majority of all outstanding Tanning shares
entitled to vote;                                         

        - all applicable waiting periods under the Hart-Scott-Rodino Antitrust
    Improvements Act of 1976 have expired or have been terminated;

         - no provision of any applicable law and no judgment, injunction, order
or decree will prohibit the completion of the merger; and 

- Tiger Holding, Merger Sub and Tanning will have obtained all
     consents, waivers and approvals from any governmental authority
 required in connection with the consummation of the merger.

  Conditions to Tiger Holding's and Merger Sub's Obligations.  The
obligations of Tiger Holding and Merger Sub to complete the merger is subject to
the satisfaction or waiver of the further conditions that: (a) we must have     
performed in all                                                                

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material respects all obligations that we are required to perform under the     
merger agreement on, or prior to, the closing date of the merger; (b) our       
representations and warranties must be true and correct in all respects as of   
the closing date of the merger, except representations and warranties that speak
as of an earlier date which must be true and correct as to the earlier date, and
except for such failures to be true and correct that would not have,            
individually or in the aggregate, a material adverse effect; and (c) Tiger      
Holding shall have received a certificate signed by an executive officer of     
Tanning to the foregoing effect.                                                

       Conditions to Tanning's Obligations.  Our obligations to complete the
merger is subject to the satisfaction or waiver of the further conditions that: 
(a) Tiger Holding and Merger Sub will use reasonable best efforts to, and must  
have, performed in all material respects all obligations that they are required 
to perform under the merger agreement on, or prior to, the closing date of the  
merger; (b) Tiger Holding's representations and warranties must be true and     
correct in all respects as of the closing date of the merger, except            
representations and warranties that speak as of an earlier date which must be   
true and correct as of the earlier date, except for such failures to be true and
correct as would not, individually or in the aggregate, materially impair the   
ability of Tiger Holding and Merger Sub to complete the merger; and (c) Tanning 
shall have received a certificate signed by an executive officer of Tiger       
Holding to the foregoing effect.                                                

NO SOLICITATION OF OTHER OFFERS                                                 

Tanning has agreed:                                           

         - that we and our subsidiaries will not, and we will use our reasonable
     best efforts to insure that our officers, directors, employees,
agents and representatives will not:                      

    - initiate, solicit, or encourage, directly or indirectly, any
            inquiries or the making or implementation of a proposal, offer, or
       indication of interest, including proposals and offers to our
           stockholders, with respect to an acquisition proposal (as defined
below);                                               

           - engage in negotiations concerning, provide confidential data to, or
             have any discussions with a third party relating to, an acquisition
proposal;                                             

      - afford access to our properties, books or records to any third
       party that may be considering making or has made or stated an
intention to make an acquisition proposal;            

      - release any third party from its obligations under an existing
standstill agreement or arrangement; and              

         - enter into any agreement with respect to an acquisition proposal;

 - that we will immediately cease and cause to be terminated any
  existing or previously conducted activities, discussions, or
        negotiations with any third parties with respect to an acquisition
proposal; and                                             

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       - to notify Tiger Holding within two business days if we received any
       inquiries, proposals or requests for access or any discussions or
       negotiations are sought to be initiated or continued regarding an
acquisition proposal.                                     

       Prior to the adoption of the merger agreement by you, we may directly
or indirectly, furnish non-public information or data to, participate in        
discussions and negotiations with, and solicit and encourage proposals and      
offers from a third party in response to an unsolicited bona fide written       
acquisition proposal if:                                                        

      - our board of directors or the special committee determines in good
        faith and after consultation with our legal and financial advisors
    that these actions are likely to yield a superior proposal (as
defined blow); and                                        

        - the taking of these actions is reasonably necessary for our board of
           directors or the special committee to act in a manner consistent with
its fiduciary duties.                                     

Tanning has also agreed that prior to furnishing non-public   
information, data, and access to a third party, we will receive from the third  
party an executed confidentiality agreement which is, in the aggregate, no less 
favorable to us than the confidentiality agreement signed by Tiger Holding.     

We have agreed that our board of directors will not:          

 - change its recommendation to stockholders to adopt the merger
        agreement solely because we have received an acquisition proposal;

       - approve or recommend or propose publicly to approve or recommend an
acquisition proposal; or                                  

      - cause us to enter into a letter of intent, agreement in principle,
           acquisition agreement, or similar agreement related to an acquisition
proposal;                                                 

except, in each case, in response to a bona fide, unsolicited written           
acquisition proposal that our board of directors or the special committee       
determines in good faith, after consultation with its legal and financial       
advisors, is a superior proposal. We have also agreed that we will not enter    
into a definitive agreement with respect to an acquisition proposal without     
giving Tiger Holding two business days prior written notice of our intent to    
enter into such an agreement, which notice will list the material terms and     
conditions of the acquisition proposal. Any amendment in the price or any other 
material term of the acquisition proposal during this two business day period   
will require that additional notice be sent to Tiger Holding and that a new two 
business day period will begin. If Tiger Holding does not make an offer which   
our board of directors determines, in good faith and after consultation with our
relevant advisors, is at least as favorable to you as the acquisition proposal  
during the two business day period, we may proceed with the acquisition         
proposal.                                                                       

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        "Acquisition proposal" means any offer or proposal, other than the one
contemplated by the merger agreement, or indication of interest of or inquiry,  
from a third party relating to:                                                 

     - a merger, reorganization, share exchange, consolidation, business
        combination, recapitalization, liquidation, dissolution or similar
         transaction involving Tanning or any of our subsidiaries which have
           an aggregate value equal of 15% or more of our market capitalization;

      - any purchase of any of our assets or our subsidiaries which in the
         aggregate is equal to 15% or more of our market capitalization; and

        - any purchase of, or tender or exchange offer for, 15% or more of our
           stock or any of our subsidiaries' equity securities with an aggregate
value of 15% or more of our market capitalization.        

       "Superior proposal" means a bona fide unsolicited written acquisition
proposal that our board of directors or the special committee determines, in    
good faith and after consultation with its legal and financial advisors, and    
after taking into account any conditions to and risks of consummation and the   
ability of the party making such a proposal to obtain financing for such        
acquisition proposal, is more favorable to you, from a financial point of view, 
than the transaction with Tiger Holding.                                        

TERMINATION OF THE MERGER AGREEMENT                                             

 The merger agreement may be terminated at any time prior to the
completion of the merger, whether before or after our stockholders have adopted 
the merger agreement:                                                           

- by mutual consent of Tanning and Tiger Holding;             

- by either Tanning or Tiger Holding, if:                     

         - the merger is not completed on or before July 15, 2003, provided,
      however, that the agreement may not be terminated under this
           provision by any party in breach, in any material respect, of any
of its representations, warranties, or covenants;     

      - if there is any law which makes the consummation of the merger
             illegal or any final and nonappealable judgment, injunction, order,
       or decree entered which enjoins Tanning or Tiger Holding from
consummating the merger; or                           

          - our stockholders fail to approve and adopt the merger agreement at
the special meeting;                                  

- by Tiger Holding, if:                                       

          - we have breached any of our representations, warranties, covenants
 or agreements under the merger agreement, or any event,
             circumstance, development, set of circumstances or facts shall have
           occurred or exists, such that the conditions set forth under "The
Merger Agreement--                                    

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Conditions to the Merger--Conditions to Tiger Holding's and Merger Sub's        
Obligations" above are not capable of being satisfied by July 15, 2003;         

           - our board of directors withdraws or modifies in a manner adverse to
     Tiger Holding its recommendation for adoption of the merger
        agreement, or the Board approves, recommends, or enters into a
          definitive agreement with respect to an acquisition proposal; or

           - prior to stockholder adoption of the merger agreement, if any third
             party becomes the beneficial owner of a majority of the outstanding
Tanning shares;                                       

- by Tanning, if:                                             

       - prior to stockholder adoption of the merger agreement, we enter
   into, or publicly announce our intention to enter into, a
         definitive agreement with respect to an acquisition proposal so
     long as our board of directors or the special committee has
            concluded, in good faith and after relevant consultations with our
    advisors, that termination of this agreement is reasonably
      necessary in order for our board of directors or the special
            committee to act in a manner consistent with its fiduciary duties;
          provided that we have complied in all material respects with our
            obligations under the merger agreement which are described in more
        detail under "The Merger Agreement--Conditions to the Merger--
         Conditions to Tanning's Obligations," and we concurrently enter
             into an agreement with a third party with respect to an acquisition
proposal; or                                          

- Tiger Holding or Merger Sub has breached any of its     
        representations, warranties, covenants or agreements under the
          merger agreement or any event, circumstance, development, set of
            circumstances or facts shall have occurred or exists such that the
          conditions set forth under "Conditions to Tanning's Obligations"
    above are not capable of being satisfied by July 15, 2003.

TERMINATION FEES                                                                

 We must pay to Tiger Holding a termination fee of $375,000, if:

      - Tiger Holding terminates the merger agreement because our board of
           directors approves or recommends an acquisition proposal, or we enter
          into a definitive agreement with respect to an acquisition proposal;

       - we terminate the merger agreement because, prior to adoption of the
        merger agreement by our stockholders, we or our board of directors
         enters into, or announces its intention to enter into, a definitive
           agreement with respect to an acquisition proposal with a third party;

- Tiger Holding terminates the agreement because our board has
   withdrawn, modified, or changed, in a manner adverse to Tiger
         Holding, its recommendation for adoption of the merger agreement if
such change in                                            

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         the board's recommendation is made after an acquisition proposal is
publicly announced or communicated to our board; or       

     - an acquisition proposal is made to us, or directly to you, or any
third party publicly has announced an intention to make an
       acquisition proposal, and thereafter: (i) our stockholders do not
        adopt the merger agreement at the special meeting; (ii) the merger
          agreement is terminated by either Tiger Holding or us; and (iii) the
acquisition proposal is consummated within one year of the
termination of the merger agreement.                      

EMPLOYEE OBLIGATIONS                                                            

       Tiger Holding has agreed to honor, assume and continue to perform and
cause the surviving corporation to honor, assume, and continue to perform the   
Tanning Technology Corporation Change in Control Plan and any employment        
agreements we have with our officers and employees.                             

AMENDMENT, EXTENSION AND WAIVER                                                 

      The parties may amend or waive provisions of the merger agreement at
any time before completion of the merger. All such amendments and waivers must  
be in writing and signed, in the case of an amendment, by us, Tiger Holding and 
Merger Sub or, in the case of a waiver, by each party against whom the waiver is
to be effective. However, after adoption of the merger agreement by our         
stockholders, no amendment or waiver may be made which by law requires further  
approval by our stockholders unless we obtain that further approval. No failure 
or delay by any party in exercising any right, power or privilege hereunder     
shall act as a waiver and no single or partial exercise of any right, power, or 
privilege shall act as a waiver.                                                

GUARANTEE BY PLATINUM EQUITY                                                    

     Platinum Equity has agreed to be responsible for the performance by
Tiger Holding of, and to cause Tiger Holding to perform, all of its obligations 
under the merger agreement that are to be performed by Tiger Holding on or prior
to the effective time of the merger, including, without limitation, payment of  
the per share merger consideration, to the same extent as if Platinum Equity    
were Tiger Holding under the merger agreement.                                  

THE VOTING AGREEMENT

The following is a summary of the material terms of the voting
agreement among Tiger Holding Corporation, TTC Investors I LLC, TTC Investors II
LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning Family Partnership    
L.L.L.P., and Larry G. Tanning and is qualified by reference to the complete    
text of the agreement, which is incorporated by reference and attached to this  
proxy statement as Annex C. You should read the voting agreement carefully and  
in its entirety.                                                                

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AGREEMENT TO VOTE AND PROXY                                                     

         In connection with the merger agreement, Tiger Holding, TTC Investors I
LLC, TTC Investors II LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning 
Family Partnership L.L.L.P., and Larry G. Tanning entered into a voting         
agreement. As of April 18, 2003, these stockholders owned or controlled in the  
aggregate 8,784,778 shares of our common stock representing approximately 42% of
all outstanding shares.                                                         

    Under the terms of the voting agreement, these stockholders agreed
that, until the voting agreement is terminated, they would vote or consent or   
cause to be voted, and grant Tiger Holding Corporation a proxy to vote, their   
shares of our common stock:                                                     

- in favor of the adoption of the merger agreement;           

    - against approval of any action, agreement or proposal that would
      result in a breach of any representation, warranty, covenant, or
          obligation of Tanning in the merger agreement or that would delay or
  hinder the consummation of the merger or that would preclude
        fulfillment of a condition precedent under the merger agreement to
         Tanning's, Tiger Holding's or Merger Sub's obligation to consummate
the merger; and                                           

  - against approval of any action, agreement, or proposal made in
          opposition to or in competition with the consummation of the merger,
       or that would preclude the consummation of the merger, including,
without limitation, any acquisition proposal.             

   In addition, each of the stockholders granted to Tiger Holding an
irrevocable proxy to vote that stockholder's shares in accordance with the      
foregoing. The voting agreement and the proxies granted in connection therewith 
will terminate upon the earlier to occur of the effective time and the          
termination of the merger agreement.                                            

RESTRICTIONS ON TRANSFER                                                        

      Each stockholder that is a party to the voting agreement also agreed
that from the date of the voting agreement until its termination, the           
stockholder will not, directly or indirectly:                                   

 - transfer any or all of its shares of our common stock, except
pursuant to the terms of the merger agreement;            

   - grant any proxy or power of attorney, deposit any shares of our
          common stock into a voting trust or enter into a voting agreement or
      arrangement with respect to that stockholder's shares, except as
provided in the voting agreement; or                      

        - take any other action that would make any representation or warranty
     of the stockholders contained in the voting agreement untrue or
  incorrect or have the effect of preventing or disabling that
          stockholder from performing that stockholder's obligations under the
voting agreement.                                         

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      In addition, the voting agreement provides that, to the extent these
stockholders are already bound by an agreement requiring them to transfer their 
shares to another person or entity, the stockholders will not effect that       
transfer unless, prior to the transfer, the stockholders cause the transferee to
be bound by and to execute an agreement in the form of the voting agreement with
respect to the shares to be transferred. The stockholders also agreed that they 
will not request that Tanning register the transfers of any certificates unless 
the transfer is made pursuant to the voting agreement.                          

         The restrictions on stockholders' transfers of stock do not apply to an
individual's transfer to a member of his or her family, a trust for the benefit 
of the stockholder or his or her family, transfer to an affiliated entity, if   
the stockholder is a legal entity, or the transfer of shares upon the death of  
the stockholder. However, all such transfers must be for no consideration and   
the transferee must agree in a writing, to be delivered to Tiger Holding, to be 
bound by the voting agreement and execute the proxy attached to the voting      
agreement.                                                                      

TERMINATION                                                                     

   The voting agreement will terminate upon the earlier to occur of:

- the completion of the merger; and                           

         - the termination of the merger agreement in accordance with its terms.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table presents information regarding the beneficial
ownership of our common stock as of April 25, 2003 by all directors and named   
executive officers as well as by our directors and executive officers as a group
and, to the best knowledge of Tanning's management, beneficial owners of 5% or  
more of our outstanding common stock.                                           

        As used in this table, "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the disposition of   
any security. A person is deemed to be the beneficial owner of securities that  
can be acquired within 60 days from the date of the record date through the     
exercise of any option, warrant or right. Shares of common stock subject to     
options, warrants or rights that are currently exercisable or exercisable within
60 days are deemed outstanding for computing the ownership percentage of the    
person holding such options, warrants or rights, but are not deemed outstanding 
for computing the ownership percentage of any other person.                     

                                                        [Enlarge/Download Table]

                                 NUMBER OF SHARES   PERCENTAGE    NUMBER OF   NUMBER OF 
                                 OF COMMON STOCK     OF SHARES   EXERCISABLE   EXCLUDED 
NAME                            BENEFICIALLY OWNED  OUTSTANDING  OPTIONS(1)   OPTIONS(2)
----                            ------------------  -----------  -----------  ----------
                                                                                        
AEA Tanning Investors                                                                   
  Inc.(3)......................     5,696,769          27.4              --         --  
TTC Investors II LLC(3)........     4,143,022          19.9              --         --  
Larry G. Tanning(4)............     3,088,044          14.8              --         --  
Tanning Family Partnership,                                                             
  L.L.L.P......................     2,877,682          13.8              --         --  
Stephen Brobst(5)..............     2,282,021          11.0              --         --  
Henry F. Skelsey(6)(7).........     1,628,760           7.4       1,221,570         --  
WinSoft Corporation(8)(9)......     1,383,317           6.6              --         --  
Bipin Agarwal(8)(9)............     1,383,317           6.6              --             
J.P. Morgan Chase & Co.(10)....     1,247,340           6.0              --         --  
Gregory A. Conley..............       693,454           3.2         516,666    483,334  
Katherine L. Scherping.........        97,524             *          90,199     74,772  
Mark S. Teflian................        64,861             *          31,145    133,855  
Adesh K. Gupta.................       378,932           1.8         374,027     20,060  
Louis A. D'Alessandro(11)......         2,506             *              --         --  
Frederick H. Fogel.............       515,687           2.4         512,226     89,180  
Christopher P. Mahan(6)(12)....         2,000             *              --         --  
Joseph P. Roebuck..............        49,108             *          32,739     10,000  
All directors and executive                                                             
  officers as a group (9                                                                
  persons)(13).................     6,518,400          27.6       2,778,572    811,201  

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

*  Represents beneficial ownership of less than one percent.                

 (1) Shows shares of our common stock issuable upon exercise of options that are
    currently exercisable or are exercisable within 60 days of April 25, 2003,
 and that are included in the total number of shares beneficially owned.

(2) Shows shares of our common stock issuable upon exercise of options that   
    will not be exercisable within 60 days of April 25, 2003, and that are not
included in the total number of shares beneficially owned.            

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(3) AEA Tanning Investors Inc. is the managing member of TTC Investors I LLC, 
     which holds 984,237 shares of our common stock, TTC Investors II LLC, which
 holds 4,143,022 shares of our common stock, TTC Investors IA LLC, which
    holds 108,986 shares of our common stock, and TTC Investors IIA LLC, which
    holds 460,524 shares of our common stock, and accordingly may be deemed to
   beneficially own the shares held by these entities. AEA Tanning Investors
 Inc. is a wholly-owned subsidiary of AEA Investors Inc. The address for
    each of these companies is c/o AEA Investors L.L.C., Park Avenue Tower, 65
East 55th Street, New York, New York 10022.                           

(4) Includes 2,877,682 shares of our common stock that Mr. Tanning may be     
  deemed to beneficially own because he indirectly controls Tanning Family
Partnership, L.L.L.P., as to which Mr. Tanning disclaims beneficial   
     ownership. Excludes approximately 94,288 shares of our common stock held by
 immediate family members, and 32,738 shares of our common stock held by
     trusts for the benefit of immediate family members, as to which Mr. Tanning
 disclaims beneficial ownership. The address for Mr. Tanning and Tanning
 Family Partnership L.L.L.P. is c/o Tanning Technology Corporation, 4600
South Syracuse Street, Suite 300, Denver, Colorado 80237.             

(5) The address for Mr. Brobst is c/o Tanning Technology Corporation, 4600    
South Syracuse Street, Suite 300, Denver, Colorado 80237.             

(6) Mr. Skelsey and Mr. Mahan are each members of two of the limited liability
     companies constituting the TTC Investors Group. Neither Mr. Skelsey nor Mr.
  Mahan has voting or investment power over the shares of our common stock
owned by the TTC Investors Group as a result of the memberships and   
     therefore neither is deemed to have beneficial ownership of the shares as a
   result of the memberships. Each of Mr. Skelsey's and Mr. Mahan's indirect
  ownership interest in our company through his memberships in the limited
   liability companies constituting the TTC Investors Group is less than one
percent.                                                              

(7) Includes 100,000 shares of our common stock held by trusts for the benefit
 of immediate family members, as to which Mr. Skelsey is the trustee and
disclaims beneficial ownership.                                       

(8) Mr. Agarwal's employment with the company and service on our board of     
directors terminated in January 2002. The information relating to his 
 beneficial ownership of our common stock is provided to the best of our
knowledge.                                                            

 (9) Includes 1,383,317 shares that Mr. Agarwal is deemed to beneficially own as
   the controlling investor of WinSoft Corporation. Excludes 1,183 shares of
  our common stock held by Mr. Agarwal's wife, Shashi Agarwal, as to which
     Mr. Agarwal disclaims beneficial ownership. The address for Mr. Agarwal and
WinSoft Corporation is 4 Red Hawk Run, Cherry Hills Village, Colorado 
80110.                                                                

(10) J.P. Morgan Chase & Co. has sole voting power for 1,235,089 of these shares
   and sole investment power for all. The address for J.P. Morgan Chase & Co
is 270 Park Avenue, New York, New York 10017.                         

(11) Mr. D'Alessandro's employment with the Company terminated in September     
  2002. The information relating to his beneficial ownership of our common
stock is provided to the best of the Company's knowledge.             

(12) Mr. Mahan's total excludes 5,696,769 shares of our common stock owned by   
     the TTC Investors Group. Mr. Mahan is a director and officer of AEA Tanning
Investors Inc. Mr. Mahan disclaims beneficial ownership of the shares 
beneficially owned by the TTC Investors Group.                        

(13) See footnotes 4, 8, 9 and 12 above.                                        

OTHER MATTERS 

OTHER MATTERS FOR ACTION AT THE SPECIAL MEETING                                 

       Pursuant to our by-laws, no other matters may be presented for action
at the special meeting other than those described in this proxy statement. When 
considering a motion to adjourn the special meeting to another time and/or place
(including, without limitation, for the purpose of soliciting additional proxies
or allowing additional time for the satisfaction of conditions to the merger),  
the persons named in the enclosed form of proxy and acting by the authority in  
the proxy generally will have discretion to vote on adjournment using their best
judgment. However, the persons named in the proxies will not use their          
discretionary authority to use proxies voting                                   

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against the merger agreement to vote in favor of adjournment or postponement of 
the special meeting.                                                            

STOCKHOLDER PROPOSALS                                                           

         We do not currently intend to hold an annual meeting of stockholders in
the year 2003 unless the merger is not completed.                               

         If we determine to hold an annual meeting of stockholders in 2003 and a
stockholder intends to present a proposal at our 2003 annual meeting and seeks  
to have the proposal included in our proxy statement relating to that meeting,  
pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as        
amended, the proposal must have been received by us within a reasonable time    
before we begin to print and mail our proxy material for the annual meeting.    

      If a stockholder wishes to present a matter at our annual meeting of
stockholders that is outside of the processes of Rule 14a-8, written notice of  
the proposal must be submitted to our secretary and delivered to or mailed and  
received at our principal executive offices not less than 60 days nor more than 
90 days before the scheduled date of the annual meeting regardless of any       
postponement, deferral or adjournment to a later date. The notice must meet     
certain other requirements set forth in our by-laws. After that date, the       
proposal will be considered untimely and our proxies will have discretionary    
voting authority with respect to such matter. Any proposals, as well as any     
related questions, should be directed to our secretary.                         

      In addition, SEC rules set forth standards for the exclusion of some
stockholder proposals from a proxy statement for a stockholder meeting.         

     A copy of the applicable by-law provisions may be obtained, without
charge, upon written request to our secretary at our principal executive        
offices.                                                                        

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

         The SEC encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make      
informed investment decisions. These statements may be made directly in this    
proxy statement referring to us, and they may also be made a part of this proxy 
statement by reference to other documents filed by us with the SEC, which is    
known as "incorporation by reference."                                          

        Words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "target," "objective," "strategy," "goal" and words and terms
of similar substance used in connection with any discussion of future operating 
or financial performance, or the acquisition of us by Tiger Holding, identify   
forward-looking statements. Our forward-looking statements are based on         
management's current views about future events and are subject to a number of   
factors and uncertainties that could cause actual results to differ materially  
from those described in the forward-looking statements. The following risks     
related to our business and the                                                 

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merger, among others, could cause or contribute to actual results differing     
materially from those described in the forward-looking statements:              

   - variations in demand for information technology services and in
economic conditions generally;                            

      - our ability to attract business from new clients, and maintain and
expand business from our existing clients;                

- our dependence on our principal clients;                    

   - the ability of clients to terminate projects before completion;

   - difficulties in estimating the time and resources necessary for
   project engagements and in continuing to perform challenging,
         time-sensitive and critical projects in a manner that satisfies our
clients;                                                  

  - potential collection risks arising from clients with uncertain
financial condition or otherwise facing budget pressures; 

      - the intensely competitive nature of the business areas in which we
function;                                                 

  - difficulties in controlling costs in the face of uncertain and
changing revenues;                                        

    - difficulties associated with international operations, potential
        difficulties in managing growth, controlling costs, recruiting and
         retaining technical and management professionals and key employees;

         - difficulties in responding to changing technology, industry standards
and client preferences;                                   

        - difficulties associated with potential acquisitions and investments;

     - the ability to satisfy the conditions to closing set forth in the
merger agreement; and                                     

- other factors described in our filings with the SEC.        

   We caution you not to place undue reliance on our forward-looking
statements, which speak only as of the date of this proxy statement or the date 
of any document incorporated by reference in this proxy statement. Except as    
required by law, we are under no obligation, and expressly disclaim any         
obligation, to update or alter any forward-looking statements, whether as a     
result of new information, future events or otherwise.                          

  For additional information about factors that could cause actual
results to differ materially from those described in the forward-looking        
statements, please see the quarterly reports on Form 10-Q and the annual reports
on Form 10-K that Tanning has filed with the SEC as described under "Where You  
Can Find More Information."                                                     

        All forward-looking statements attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary       
statements contained or referred to in this section.                            

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WHERE YOU CAN FIND MORE INFORMATION 

     We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at   
the SEC's public reference rooms in Washington, D.C., New York, New York and    
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public 
at the SEC's website at http://www.sec.gov.                                     

  Statements contained in this proxy statement, or in any document
incorporated in this proxy statement by reference regarding the contents of any 
contract or other document, are not necessarily complete and each such statement
is qualified in its entirety by reference to that contract or other document    
filed as an exhibit with the SEC.                                               

 The SEC allows us to "incorporate by reference" into this proxy
statement documents we file with the SEC. This means that we can disclose       
important information to you by referring you to those documents. The           
information incorporated by reference is considered to be a part of this proxy  
statement, and later information that we file with the SEC will update and      
supersede that information. We incorporate by reference the documents listed    
below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or     
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
proxy statement and before the date of the special meeting:                     

TANNING FILINGS                         PERIODS                 
---------------                         -------                 
    Annual Report on Form 10-K, as amended  Year ended December 31, 2002
Current Reports on Form 8-K             Filed April 21, 2003    

        You may request a copy of the documents incorporated by reference into
this proxy statement by writing to or telephoning us. Requests for documents    
should be directed to:                                                          

Tanning Technology Corporation                  
4600 South Syracuse Street                      
Suite 300                                       
Denver, Colorado 80237                          
Telephone: (303) 220-9944                       
Attention: Jeffrey Greenblatt, Secretary        

       If you would like to request documents from us, please do so at least
five business days before the date of the special meeting in order to receive   
timely delivery of those documents prior to the special meeting. You will not be
charged for any of these documents that you request. If you request incorporated
documents from us, we will mail them to you by first-class mail, or by another  
equally prompt means, within one business day after we receive your request.    

         This proxy statement does not constitute the solicitation of a proxy in
any jurisdiction to or from any person to whom or from whom it is unlawful to   
make such proxy solicitation in that jurisdiction. You should rely only on the  
information                                                                     

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contained or incorporated by reference in this proxy statement to vote your     
shares at the special meeting. We have not authorized anyone to provide you with
information that is different from what is contained in this proxy statement.   
This proxy statement is dated [           ], 2003. You should not assume that   
the information contained in this proxy statement is accurate as of any date    
other than that date, and the mailing of this proxy statement to stockholders   
does not create any implication to the contrary.                                

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                                                                         ANNEX A

--------------------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
dated as of 
April 18, 2003
by and among
TANNING TECHNOLOGY CORPORATION, 
TIGER HOLDING CORPORATION 
and 
TIGER MERGER CORPORATION
--------------------------------------------------------------------------------

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                               PAGE 
                                                                               -----
                                                                                    
ARTICLE I                                                                           
    DEFINITIONS...............................................................   A-1
Section 1.01          Definitions.............................................   A-1

ARTICLE II                                                                          
    THE MERGER................................................................   A-6
Section 2.01          The Merger..............................................   A-6
Section 2.02          Conversion of Shares....................................   A-7
Section 2.03          Surrender and Payment...................................   A-7
Section 2.04          Stock Options; Employee Stock Purchase Plan.............   A-8
Section 2.05          Dissenting Company Stock................................   A-9
Section 2.06          Adjustments.............................................   A-9
Section 2.07          Withholding Rights......................................   A-9
Section 2.08          Lost Certificates.......................................   A-9

ARTICLE III                                                                         
    THE SURVIVING CORPORATION.................................................  A-10
Section 3.01          Certificate of Incorporation............................  A-10
Section 3.02          Bylaws..................................................  A-10
Section 3.03          Directors and Officers..................................  A-10

ARTICLE IV                                                                          
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................  A-10
Section 4.01          Corporate Existence and Power...........................  A-10
Section 4.02          Corporate Authorization.................................  A-11
Section 4.03          Governmental Authorization..............................  A-11
Section 4.04          Non-contravention.......................................  A-11
Section 4.05          Capitalization..........................................  A-12
Section 4.06          Subsidiaries............................................  A-13
Section 4.07          SEC Filings.............................................  A-13
Section 4.08          Financial Statements....................................  A-14
Section 4.09          Disclosure Documents....................................  A-14
Section 4.10          Absence of Certain Changes..............................  A-15
Section 4.11          No Undisclosed Material Liabilities.....................  A-16
Section 4.12          Material Contracts......................................  A-16
Section 4.13          Compliance with Law.....................................  A-17
Section 4.14          Litigation..............................................  A-17
Section 4.15          Labor Matters...........................................  A-18
Section 4.16          Finders' Fees...........................................  A-18
Section 4.17          Opinion of Financial Advisor............................  A-18
Section 4.18          Taxes...................................................  A-18
Section 4.19          Employee Benefit Plans..................................  A-19
Section 4.20          Intellectual Property Rights............................  A-20

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                                                                               PAGE
                                                                               ----
                                                                                   
Section 4.21          Antitakeover Statutes................................... A-22
Section 4.22          Real Property........................................... A-22
Section 4.23          Environmental Matters................................... A-22
Section 4.24          Permits................................................. A-22
Section 4.25          Title to Properties..................................... A-22
Section 4.26          Insurance............................................... A-22
Section 4.27          Customers and Suppliers................................. A-23

ARTICLE V                                                                          
    REPRESENTATIONS AND WARRANTIES OF PARENT.................................. A-23
Section 5.01          Corporate Existence and Power........................... A-23
Section 5.02          Corporate Authorization................................. A-23
Section 5.03          Governmental Authorization.............................. A-24
Section 5.04          Non-contravention....................................... A-24
Section 5.05          Disclosure Documents.................................... A-24
Section 5.06          Finders' Fees........................................... A-25
Section 5.07          Adequate Funds.......................................... A-25
Section 5.08          Compliance with Laws.................................... A-25

ARTICLE VI                                                                         
    COVENANTS OF THE COMPANY.................................................. A-25
Section 6.01          Conduct of the Company.................................. A-25
Section 6.02          Stockholder Meeting; Proxy Material..................... A-26
Section 6.03          Other Offers............................................ A-27
Section 6.04          Access to Information................................... A-28
Section 6.05          Consents................................................ A-29
Section 6.06          Further Assurances...................................... A-29
Section 6.07          Insurance............................................... A-29

ARTICLE VII                                                                        
    COVENANTS OF PARENT....................................................... A-29
Section 7.01          Obligations of Merger Subsidiary........................ A-29
Section 7.02          Director and Officer Liability.......................... A-30
Section 7.03          Conduct of Parent....................................... A-30
Section 7.04          Employee Obligations.................................... A-31

ARTICLE VIII                                                                       
    COVENANTS OF PARENT AND THE COMPANY....................................... A-31
Section 8.01          Reasonable Best Efforts................................. A-31
Section 8.02          Certain Filings......................................... A-31
Section 8.03          Public Announcements.................................... A-31
Section 8.04          Confidentiality......................................... A-31

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                                                                               ----
                                                                                   
ARTICLE IX                                                                         
    CONDITIONS TO THE MERGER.................................................. A-32
Section 9.01          Conditions to Obligations of Each Party................. A-32
Section 9.02          Conditions to the Obligations of Parent and Merger       A-32
                      Subsidiary..............................................     
Section 9.03          Conditions to the Obligations of the Company............ A-32

ARTICLE X                                                                          
    TERMINATION............................................................... A-33
Section 10.01         Termination............................................. A-33
Section 10.02         Effect of Termination................................... A-34

ARTICLE XI                                                                         
    MISCELLANEOUS............................................................. A-35
Section 11.01         Notices................................................. A-35
Section 11.02         Non-Survival of Representations and Warranties.......... A-35
Section 11.03         Amendments; No Waivers.................................. A-36
Section 11.04         Expenses................................................ A-36
Section 11.05         Successors and Assigns.................................. A-36
Section 11.06         Governing Law........................................... A-37
Section 11.07         Jurisdiction............................................ A-37
Section 11.08         WAIVER OF JURY TRIAL.................................... A-37
Section 11.09         Counterparts; Effectiveness............................. A-37
Section 11.10         No Third Party Beneficiaries............................ A-37
Section 11.11         Entire Agreement........................................ A-38
Section 11.12         Captions................................................ A-38
Section 11.13         Severability............................................ A-38
Section 11.14         Guarantee of Merger Subsidiary.......................... A-38
Section 11.15         Facsimile Signatures.................................... A-38

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of April 18, 2003 (this 
"Agreement"), by and among Tanning Technology Corporation, a Delaware           
corporation (the "Company"), Tiger Holding Corporation, a Delaware corporation  
("Parent"), and Tiger Merger Corporation, a Delaware corporation and a wholly   
owned subsidiary of Parent ("Merger Subsidiary").                               

WHEREAS, the respective Boards of Directors of Parent, Merger 
Subsidiary and the Company have approved this Agreement and declared its        
advisability;                                                                   

  WHEREAS, the Board of Directors of the Company has determined to
recommend that the Company's stockholders adopt this Agreement;                 

   WHEREAS, concurrently with the execution of this Agreement, as an
inducement to Parent to enter into this Agreement, TTC Investors I LLC, TTC     
Investors II LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning Family   
Partnership, L.L.L.P. and Larry G. Tanning have entered into a Voting Agreement,
of even date herewith, with Parent; and                                         

   WHEREAS, Parent, Merger Subsidiary and the Company desire to make
certain representations, warranties, covenants and agreements in connection with
the merger of Merger Subsidiary with and into the Company (the "Merger"), and   
also to prescribe various conditions to the Merger.                             

NOW, THEREFORE, the parties hereto agree as follows:          

ARTICLE I 

DEFINITIONS 

     Section 1.01  Definitions. (a) The following terms, as used herein,
have the following meanings:                                                    

        "Acquisition Proposal" means, other than the transactions contemplated
by this Agreement, any offer or proposal for, any indication of interest in, or 
any inquiry from any Third Party relating to, (A) a merger, reorganization,     
share exchange, consolidation, business combination, recapitalization,          
liquidation, dissolution or similar transaction involving (i) the Company or    
(ii) any one or more of its Subsidiaries which, individually or in the          
aggregate, have an aggregate value equal to 15% or more of the Company's market 
capitalization, (B) any purchase of any assets of the Company or any of its     
Subsidiaries having an aggregate value equal to 15% or more of the Company's    
market capitalization or (C) any purchase of, or tender or exchange offer for,  
15% or more of the Company's or any of its Subsidiaries' equity securities with 
(in the case of equity securities of any one or more Subsidiaries of the        
Company) an aggregate value equal to 15% or more of the Company's market        
capitalization.                                                                 

 "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with 
such Person.                                                                    

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      "Business Day" means a day, other than Saturday, Sunday or any other
day on which commercial banks in Denver, Colorado or New York, New York are     
authorized or required by Law to close.                                         

       "CIC Plan" means the Tanning Technology Corporation Change in Control
Plan.                                                                           

"Code" means the Internal Revenue Code of 1986.               

         "Company Balance Sheet" means the audited consolidated balance sheet of
the Company as of December 31, 2002 and the footnotes thereto set forth in the  
Company 10-K.                                                                   

"Company Balance Sheet Date" means December 31, 2002.         

     "Company Material Adverse Effect" means any state of facts, change,
development, effect, occurrence or condition that has a material adverse effect 
on (i) the business, results of operations, properties, assets, liabilities or  
financial condition of the Company and its Subsidiaries taken as a whole, or    
(ii) the Company's ability to consummate the transactions contemplated hereby   
(except to the extent caused by any action or inaction of Parent or Merger      
Subsidiary, in breach of this Agreement); provided, however, that a "Company    
Material Adverse Effect" shall not include the following or any combination of  
the following: any state of facts, change, development, effect, occurrence or   
condition (A) resulting from or attributable to general national, international 
or regional economic or financial conditions, (B) resulting from or attributable
to the announcement, pendency or consummation of this Agreement or the          
transactions contemplated hereby or (C) generally affecting the industries in   
which the Company or its Subsidiaries operate.                                  

         "Company Stock" means the common stock, $.01 par value, of the Company.

       "Company 10-K" means the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.                                            

       "Confidentiality Agreement" means the Confidentiality Agreement dated
as of March 6, 2003 between the Company and Parent.                             

  "Delaware Law" means the General Corporation Law of the State of
Delaware.                                                                       

         "Disclosure Letter" means the disclosure letter of the Company dated as
of the date of this Agreement and delivered to Parent simultaneously with the   
execution and delivery by the Company of this Agreement.                        

  "Employee Plans" means each material "employee benefit plan," as
defined in Section 3(3) of ERISA, each material employment, severance or similar
contract, plan, arrangement or policy and each other material plan or           
arrangement providing for compensation, bonuses, profit-sharing, deferred       
compensation, stock purchase, stock option or other stock related rights or     
other forms of incentive or deferred compensation, vacation benefits, insurance 
(including any self-insured arrangements), health or medical benefits, employee 
assistance program, disability or sick leave                                    

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benefits, workers' compensation, supplemental unemployment benefits, severance  
benefits and post-employment or retirement benefits (including compensation,    
pension, health, medical or life insurance benefits) which is maintained,       
administered or contributed to by the Company or any of its Subsidiaries, and   
covers any current or former employee of the Company or any of its Subsidiaries 
and with respect to which the Company or any of its Subsidiaries has any        
liability.                                                                      

         "Employee Stock Purchase Plan" means the Tanning Technology Corporation
1999 Employee Stock Purchase Plan.                                              

"Environmental, Health and Safety Laws" shall mean, (i) the   
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. sec.9601 et seq.; (ii) the Resource Conservation and Recovery Act, 42    
U.S.C. sec.6901 et seq.; (iii) the Hazardous Materials Transportation Act, 49   
U.S.C. sec.1801 et seq.; (iv) any other similar Law relating to, or imposing    
liability or standards of conduct concerning, any Hazardous Materials or        
dangerous waste, substance or material and (v) any Laws relating to the         
protection of human health and occupational safety for employees and others in  
the workplace.                                                                  

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

       "ERISA Affiliate" of any entity means any other entity that, together
with such entity, would be treated as a single employer under Section 414 of the
Code.                                                                           

     "Governmental Authority" means any federal, state, local or foreign
government or any court of competent jurisdiction, administrative agency or     
commission or other governmental body, agency, official or authority or         
instrumentality, domestic or foreign.                                           

        "Hazardous Materials" shall mean petroleum and all derivatives thereof
or synthetic substitutes therefor, asbestos and asbestos-containing materials,  
and any and all materials now defined, listed, designated or classified as, or  
otherwise determined to be, "hazardous wastes," "hazardous substances,"         
"radioactive," "solid wastes," or "toxic" under or pursuant to or otherwise now 
listed or regulated pursuant to any Environmental, Health and Safety Law.       

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

"Law" means any federal, state, local or foreign law, statute,
ordinance, rule, regulation, judgment, injunction, order or decree.             

    "Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest or similar encumbrance in respect of    
such property or asset. For purposes of this Agreement, a Person shall be deemed
to own subject to a Lien any property or asset that it has acquired or holds    
subject to the interest of a vendor or lessor under any conditional sale        
agreement, capital lease or other title retention agreement relating to such    
property or asset.                                                              

     "Merger Consideration" means $24,000,000, less the aggregate amount
payable to holders of Company Stock Options pursuant to Section 2.04.           

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"1933 Act" means the Securities Act of 1933.                  

"1934 Act" means the Securities Exchange Act of 1934.         

         "Permits" shall mean all franchises, permits, licenses, qualifications,
rights-of-way, easements, municipal and other approvals, authorizations, orders,
consents and other rights from, and filings with, any Governmental Authority of 
any jurisdiction worldwide.                                                     

"Permitted Liens" means such of the following as to which no  
enforcement, collection, execution, levy or foreclosure proceeding shall have   
been commenced: (a) Liens for Taxes, assessments and governmental charges or    
levies that (i) are not yet due and payable or (ii) are being contested in good 
faith in proper proceedings in each case, which are adequately reserved for on  
the Company Balance Sheet; (b) Liens imposed by law, such as materialmen's,     
mechanics', carriers', workmen's and repairmen's liens and other similar liens  
arising in the ordinary course of business securing monetary obligations; (c)   
pledges or deposits to secure obligations under workers' compensation laws or   
similar legislation or to secure public or statutory obligations; and (d) minor 
survey exceptions, reciprocal easement agreements, matters of the public record 
and other customary encumbrances on title to real property.                     

        "Per Share Merger Consideration" means the amount obtained by dividing
the Merger Consideration by the number of shares of Company Stock outstanding   
immediately prior to the Effective Time.                                        

 "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.  

"SEC" means the Securities and Exchange Commission.           

       "Software" means any and all (i) computer programs, including any and
all software implementation of algorithms, models and methodologies, whether in 
source code or object code, (ii) databases and compilations, including any and  
all data and collections of data, and (iii) all documentation, including user   
manuals and training materials, relating to any of the foregoing and the content
and information contained on any website.                                       

     "Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a 
majority of the Board of Directors or other Persons performing similar functions
are at any time directly or indirectly owned by such Person.                    

       "Superior Proposal" means a bona fide unsolicited written Acquisition
Proposal which the Board of Directors at the Company (or any committee thereof) 
determines, in good faith and after consultation with its legal and financial   
advisors, and after taking into account any conditions to and risks of          
consummation and the ability of the party making such proposal to obtain        
financing for such Acquisition Proposal, is more favorable to the Company's     
stockholders, from a financial point of view, than the transactions contemplated
by this Agreement.                                                              

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"Tax(es)" shall mean any taxes, levies, fees, charges or other
assessments required to be paid to any Governmental Authority. Taxes include,   
without limitation, (i) corporation taxes, taxes on dividend distributions,     
withholding taxes, Value Added Tax (V.A.T.), turnover, consumption, real and    
personal property taxes, sales, excise taxes, social security taxes, medicare   
taxes, unemployment taxes, payroll taxes, property taxes, business taxes,       
customs and other import and export duties, transfer and contribution taxes,    
stamp duty, and capital taxes registration taxes and any taxes based on         
salaries, (ii) any liability determined on the basis of any Tax or by reference 
to taxable income, (iii) any Tax due by a person other than the Company and for 
which the Company would be liable, in particular as a result of any joint and   
several obligation with such person for a taxable event, any obligation to hold 
harmless and indemnify such person, any obligation to bear the Taxes of such    
person (in particular as a result of a tax consolidation or any similar         
agreement), whether or not payable by the Company directly to the Governmental  
Authority and (iv) interest, penalties or additions attributable to or imposed  
on or with respect to any of the foregoing.                                     

     "Tax Return" means any return, report, form, declaration, claim for
refund, information report or return, statement, supplementary or supporting    
schedules or other information filed with or submitted to, any Governmental     
Authority in connection with the determination, assessment, collection or       
payment of any Tax or in connection with the administration, implementation or  
enforcement of, or compliance with any requirements relating to any Tax.        

"Third Party" means any Person other than Parent or any of its
Subsidiaries.                                                                   

         "WARN" shall mean the Worker Adjustment and Retraining Notification Act
of 1988 and any similar Law.                                                    

        Any reference in this Agreement to a statute shall be to such statute,
as amended from time to time, and to the rules and regulations promulgated      
thereunder, and any reference to a regulatory or governmental authority shall be
a reference to such authority and any successor to such authority, except that  
any representation and warranty (other than those set forth in Section 4.09)    
relating to any specific statute, rule or regulation shall refer only to the    
specific statute, rule or regulation as in effect on the date of this Agreement.

         (b)     Any statement made to the "knowledge of the Company" shall mean
that such statement is made only to the actual knowledge, after due inquiry, of 
any of Gregory Conley, Katherine Scherping, Mark Teflian, Matt Culig, Melinda   
Hall and Jeffrey Greenblatt.                                                    

         (c)     Each of the following terms is defined in the Section set forth
opposite such term:                                                             

                                                                [Download Table]

                                                             SECTION    
TERM                                                         --------   
----                                                                    
                                                                        
Agreement..................................................  Preamble   
Certificates...............................................      2.03(a)
Company....................................................  Preamble   
Company Intellectual Property..............................      4.20(a)

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                                                             SECTION       
TERM                                                         --------      
----                                                                       
                                                                           
Company Payment Event......................................     11.04(b)   
Company Proxy Statement....................................      4.09      
Company SEC Documents......................................      4.07(a)   
Company Securities.........................................      4.05(b)   
Company Stock Options......................................      2.04      
Company Stockholder Meeting................................      6.02      
Company Subsidiary Securities..............................      4.06(b)   
Dissenting Company Stock...................................      2.05      
Effective Time.............................................      2.01(b)   
Employee Obligations.......................................      4.19(h)   
End Date...................................................     10.01(b)(i)
First Quarter Financial Statements.........................      4.08(b)   
GAAP.......................................................      4.08      
Indemnified Person.........................................      7.02(a)   
Intellectual Property......................................      4.20(a)   
Material Contract..........................................      4.12(a)   
Merger.....................................................  Preamble      
Merger Subsidiary..........................................  Preamble      
Option Plan................................................      2.04(a)   
Parent.....................................................  Preamble      
Paying Agent...............................................      2.03(a)   
Per Certificate Merger Consideration.......................      2.03(b)   
Surviving Corporation......................................      2.01(a)   
TTI........................................................      4.12(a)   

ARTICLE II

THE MERGER

      Section 2.01  The Merger. (a) Subject to the terms and conditions of
this Agreement, at the Effective Time, Merger Subsidiary shall be merged with   
and into the Company in accordance with this Agreement and Delaware Law,        
whereupon the separate existence of Merger Subsidiary shall cease, and the      
Company shall be the surviving corporation (the "Surviving Corporation").       

        (b)     As soon as practicable, but in no event more than two Business
Days, after satisfaction or, to the extent permitted hereunder, waiver of all   
conditions to the Merger (other than those conditions that by their nature are  
to be satisfied at the Effective Time, with the consummation of the Merger to   
remain subject to the satisfaction or waiver of such conditions), the Company   
and Merger Subsidiary will file a certificate of merger with the Secretary of   
State of the State of Delaware and                                              

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make all other filings or recordings required by Delaware Law in connection with
the Merger. The Merger shall become effective at such time as the certificate of
merger is duly filed with the Secretary of State of the State of Delaware (or at
such later time as the parties may agree to specify in the certificate of       
merger) (the "Effective Time").                                                 

      (c)     From and after the Effective Time, the Surviving Corporation
shall possess all the rights, powers, privileges and franchises and be subject  
to all of the obligations, liabilities, restrictions and disabilities of the    
Company and Merger Subsidiary, all as provided under Delaware Law.              

Section 2.02  Conversion of Shares. At the Effective Time:    

 (a)     subject to Section 2.02(b), each share of Company Stock
outstanding immediately prior to the Effective Time (other than shares to be    
canceled pursuant to Section 2.02(b) and shares of Dissenting Company Stock     
addressed in Section 2.05) shall be converted into the right to receive the Per 
Share Merger Consideration, subject to rounding as provided by Section 2.03(b), 
without interest;                                                               

        (b)     each share of Company Stock held by Parent, the Company or any
Subsidiary of Parent or the Company immediately prior to the Effective Time     
shall be canceled, and no payment shall be made with respect thereto; and       

     (c)     each share of common stock of Merger Subsidiary outstanding
immediately prior to the Effective Time shall be converted into and become one  
fully paid and nonassessable share of common stock of the Surviving Corporation 
with the same rights, powers and privileges as the shares so converted and shall
constitute the only outstanding shares of capital stock of the Surviving        
Corporation. From and after the Effective Time, each outstanding certificate    
theretofore representing shares of common stock of the Merger Subsidiary shall  
be deemed for all purposes to evidence ownership and to represent the same      
number of shares of common stock of the Surviving Corporation.                  

       Section 2.03  Surrender and Payment. (a) Prior to the Effective Time,
Parent shall appoint an agent (the "Paying Agent") reasonably satisfactory to   
the Company, for the purpose of exchanging certificates representing shares of  
Company Stock (the "Certificates") for the Merger Consideration as contemplated 
by Section 2.02(a). Concurrently with the Effective Time, Parent will deposit,  
or cause to be deposited, with the Paying Agent, as needed, cash sufficient to  
pay the Per Share Merger Consideration in respect of the shares of Company      
Stock. Promptly after the Effective Time (and in any event within five Business 
Days), Parent will cause the Paying Agent to mail, to each holder of record of  
shares of Company Stock at the Effective Time a notice advising such holder of  
the effectiveness of the Merger and a letter of transmittal and instructions    
(which shall specify that the delivery shall be effected, and risk of loss and  
title shall pass, only upon proper delivery of the Certificates to the Paying   
Agent) for use in such exchange.                                                

         (b)     Each holder of shares of Company Stock (other than shares to be
canceled pursuant to Section 2.02(b) and shares of Dissenting Company Stock)    
will be entitled to receive, upon surrender to the Paying Agent of a            
Certificate, together                                                           

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with a properly completed letter of transmittal, an amount equal to the product 
of the Per Share Merger Consideration and the number of shares of Company Stock 
represented by such Certificate, rounded down to the nearest whole cent (such   
amount, the "Per Certificate Merger Consideration") subject to any Taxes        
required to be withheld. Until so surrendered, each such Certificate shall      
represent from and after the Effective Time for all purposes only the right to  
receive the Per Certificate Merger Consideration. No interest shall be paid or  
will accrue on the Merger Consideration payable pursuant to the provisions of   
this Article II.                                                                

       (c)     If any portion of the Per Share Merger Consideration is to be
paid to a Person other than the Person in whose name the Certificate is         
registered, it shall be a condition to such payment that, the Certificate so    
surrendered shall be properly endorsed or otherwise be in proper form for       
transfer and that the Person requesting such payment shall pay to the Paying    
Agent any transfer or other Taxes required as a result of such payment to a     
Person other than the registered holder of such Certificate or establish to the 
satisfaction of the Paying Agent that such Tax has been paid or is not payable. 

        (d)     From and after the Effective Time, the stock transfer books of
the Company shall be closed and there shall be no further registration of       
transfers of shares of Company Stock. If, at or after the Effective Time,       
Certificates are presented to the Surviving Corporation, they shall be canceled 
and exchanged for the Per Certificate Merger Consideration in accordance with   
the procedures set forth in this Article II.                                    

(e)     Any portion of the Per Share Merger Consideration made
available to the Paying Agent pursuant to Section 2.03(a) that remains unclaimed
by the holders of shares of Company Stock six months after the Effective Time   
shall be returned to Parent, upon demand, and any such holder who has not       
exchanged such shares of Company Stock for the Per Share Merger Consideration in
accordance with this Section 2.03 prior to that time shall thereafter look only 
to Parent for payment of the Per Share Merger Consideration in respect of such  
shares, without any interest thereon. Notwithstanding the foregoing, Parent     
shall not be liable to any holder of shares of Company Stock for any amounts    
paid to a, public official pursuant to applicable abandoned property, escheat or
similar Laws.                                                                   

         Section 2.04  Stock Options; Employee Stock Purchase Plan. (a) Prior to
the Effective Time, the Board of Directors of the Company (or, if appropriate,  
any committee administering the Option Plan) shall adopt such resolutions or    
take such other actions as may be required to cause each outstanding stock      
option to purchase shares of Company Stock ("Company Stock Options") outstanding
under the Company's 2002 Stock Option Plan (the "Option Plan") to be cancelled  
at the Effective Time in exchange for a payment in cash from the Surviving      
Corporation (subject to any applicable withholding Taxes) immediately following 
the Effective Time equal to the excess, if any, of (x) the amount such holder   
would have received if they exercised such Company Stock Option immediately     
prior to the Effective Time over (y) the aggregate exercise price of such       
Company Stock Option. Prior to the Effective Time, the Company will terminate   
the Option Plan.                                                                

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      (b)     The Company shall terminate the Employee Stock Purchase Plan
prior to the Effective Time and shall simultaneously terminate the current      
Purchase Period (as defined in the Employee Stock Purchase Plan).               

       Section 2.05  Dissenting Company Stock. Notwithstanding any provision
of this Agreement to the contrary, shares of Company Stock that are issued and  
outstanding immediately prior to the Effective Time and which are held by       
holders of such shares of Company Stock who have properly exercised appraisal   
rights with respect thereto in accordance with Section 262 of Delaware Law (the 
"Dissenting Company Stock") will not be exchangeable for the right to receive   
the Per Share Merger Consideration, and holders of such shares of Dissenting    
Company Stock will be entitled to receive payment of the appraised value of such
shares of Company Stock in accordance with the provisions of such Section 262   
unless and until such holders fail to perfect or effectively withdraw or lose   
their rights to appraisal and payment under Delaware Law. If, after the         
Effective Time, any such holder fails to perfect or effectively withdraws or    
loses his or her right to appraisal, such shares of Company Stock will thereupon
be treated as if they had been converted into and to have become exchangeable   
for, at the Effective Time, the right to receive the Merger Consideration,      
without any interest thereon, and any right of such holder to a judicial        
appraisal of the Dissenting Company Stock shall be extinguished. The Company    
will give Parent prompt notice of any demands received by the Company for       
appraisals of shares of Company Stock prior to the Effective Time. The Company  
shall not, except with the prior written consent of Parent, make any payment    
with respect to any demands for appraisal or offer to settle or settle any such 
demands.                                                                        

      Section 2.06  Adjustments. If, during the period between the date of
this Agreement and the Effective Time, any change in the outstanding shares of  
Company Stock shall occur by reason of any reclassification, recapitalization,  
stock split (including reverse stock split) or combination, exchange or         
readjustment of shares, merger, subdivision, issuer tender offer or exchange    
offer, stock dividend or distribution or other similar transaction, the Merger  
Consideration shall be appropriately adjusted to reflect such event.            

         Section 2.07  Withholding Rights. Each of the Surviving Corporation and
Parent shall be entitled to deduct and withhold from the consideration otherwise
payable to any Person pursuant to this Article II such amounts as it is required
to deduct and withhold with respect to the making of such payment under any     
provision of applicable Tax Law. If the Surviving Corporation or Parent, as the 
case may be, deducts or withholds any amounts, pursuant to any Tax Law, such    
amounts shall be treated for all purposes of this Agreement as having been paid 
to the holder of the shares of Company Stock or Company Stock Options in respect
of which the Surviving Corporation or Parent, as the case may be, made such     
deduction and withholding.                                                      

     Section 2.08  Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the  
Person claiming such Certificate to be lost, stolen or destroyed and, if        
required by the Surviving Corporation, the posting by such Person of a bond, in 
such reasonable amount as the Surviving Corporation may direct, or such other   
secured or unsecured indemnity agreement as                                     

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the Surviving Corporation may direct, as indemnity against any claim that may be
made against it with respect to such Certificate, the Paying Agent will issue,  
in exchange for such lost, stolen or destroyed Certificate, the Merger          
Consideration to be paid in respect of the shares of Company Stock represented  
by such Certificate, as contemplated by this Article II.                        

ARTICLE III 

THE SURVIVING CORPORATION 

Section 3.01  Certificate of Incorporation. The certificate of
incorporation of the Company as in effect immediately prior to the Effective    
Time shall be the certificate of incorporation of the Surviving Corporation     
until amended in accordance with applicable Law.                                

    Section 3.02  Bylaws. The bylaws of Merger Subsidiary as in effect
immediately prior to the Effective time shall be the bylaws of the Surviving    
Corporation until amended in accordance with applicable Law.                    

    Section 3.03  Directors and Officers. From and after the Effective
Time, until their resignation or removal or until they otherwise cease to be    
directors or officers of the Surviving Corporation and their successors are duly
elected or appointed and qualified in accordance with applicable Law, (i) the   
directors of Merger Subsidiary at the Effective Time shall be the directors of  
the Surviving Corporation and (ii) the officers of Merger Subsidiary at the     
Effective Time shall be the officers of the Surviving Corporation.              

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

       The Company represents and warrants to Parent, as of the date of this
Agreement and as of the Effective Time, that, except as set forth in the        
Disclosure Letter:                                                              

Section 4.01  Corporate Existence and Power. The Company is a 
corporation duly incorporated, validly existing and in good standing under the  
Laws of the State of Delaware and has all corporate powers and all material     
governmental licenses, authorizations, permits, consents and approvals required 
to carry on its business as now conducted. The Company is duly qualified to do  
business as a foreign corporation and is in good standing in each jurisdiction  
where such qualification is necessary, and Section 4.01 of the Disclosure Letter
lists all those jurisdictions in which the Company is qualified to do business  
as a foreign corporation, except, in each case, for those jurisdictions where   
failure to be so qualified would not have, individually or in the aggregate, a  
Company Material Adverse Effect. The Company has delivered or made available to 
Parent true and complete copies of its certificate of incorporation and all     
amendments thereto to the date hereof and its bylaws as presently in effect. The
Company has the requisite corporate power and authority to enter into this      
Agreement,                                                                      

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to perform its obligations hereunder and to consummate the transactions         
contemplated hereby.                                                            

        Section 4.02  Corporate Authorization. (a) The execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby are within the Company's corporate      
powers and, except for the required approval of the Company's stockholders in   
connection with the consummation of the Merger, have been duly authorized by all
necessary corporate action on the part of the Company. The affirmative vote of  
the holders of a majority of the outstanding shares of Company Stock is the only
vote of the holders of any of the Company's capital stock necessary in          
connection with the consummation of the Merger. This Agreement constitutes a    
legal, valid and binding agreement of the Company, enforceable against the      
Company in accordance with its terms.                                           

   (b)     At a meeting duly called and held, the Company's Board of
Directors has (i) determined that this Agreement and the transactions           
contemplated hereby are fair to and in the best interests of the Company's      
stockholders, (ii) approved this Agreement and declared it advisable and (iii)  
resolved (subject to Section 6.02) to recommend approval and adoption of this   
Agreement by its stockholders.                                                  

       Section 4.03  Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation of the        
transactions contemplated hereby require no material consent, approval, permit, 
notice, authorization or action by or in respect of, or filing with, any        
Governmental Authority, other than (i) the filing of a certificate of merger    
with respect to the Merger with the Secretary of State of the State of Delaware 
to consummate the Merger, (ii) compliance with any applicable requirements of   
the HSR Act to consummate the Merger and (iii) compliance with any applicable   
requirements of the 1933 Act, the 1934 Act, and any other applicable securities 
Laws to consummate the Merger.                                                  

Section 4.04  Non-contravention. The execution, delivery and  
performance by the Company of this Agreement and the consummation of the Merger 
do not and will not (i) contravene or conflict with any provision of the        
certificate of incorporation, bylaws or equivalent organizational document of   
the Company or any of its Subsidiaries or of any subscription, shareholders' or 
similar agreements or understandings to which the Company or any of its         
Subsidiaries is a party, (ii) subject to obtaining the consents referred to in  
Section 4.03, materially contravene, conflict with or constitute a material     
violation of any provision of any applicable Law, (iii) require any consent or  
other action by any Person under, constitute a material default, or an event    
that, with or without notice or lapse of time or both, would constitute a       
material breach of or material default, under, or cause or permit the           
termination, cancellation, acceleration or other change of any right or         
obligation of any Person or the loss of any material benefit to which the       
Company or any of its Subsidiaries is entitled under any provision of any       
material agreement or other instrument binding upon the Company or any of its   
Subsidiaries (other than accelerated vesting of Company Stock Options and       
pursuant to the CIC Plan) or any                                                

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material license, franchise, permit, certificate, approval or other similar     
authorization affecting, or relating in any, way to, the material assets or     
business of the Company and its Subsidiaries or (iv) result in the creation or  
imposition of any Lien on any material asset of the Company or any of its       
Subsidiaries.                                                                   

       Section 4.05  Capitalization. (a) The authorized capital stock of the
Company consists of 70,000,000 shares of Company Stock and 5,000,000 shares of  
preferred stock, par value $1.00 per share. As of April 10, 2003, there were    
issued and outstanding 20,802,305 shares of Company Stock, 6,955,983 shares of  
Company Stock were reserved for issuance, and were issuable upon exercise of    
outstanding Company Stock Options granted under the Option Plan, 5,854,262      
shares were reserved for issuance upon the exercise of options issuable but not 
yet issued under the Option Plan and 922,196 shares of Company Stock were held  
in treasury. There are no shares of preferred stock of the Company issued and   
outstanding. Section 4.05 of the Disclosure Letter sets forth the number and    
exercise price of all outstanding Company Stock Options. Section 4.05 of the    
Disclosure Letter lists all stockholders' agreements, voting trusts or other    
agreements or understandings between or among stockholders to which the Company 
or any Subsidiary of the Company is a party with respect to the transfer or     
voting of any capital stock of the Company or any Subsidiary of the Company.    

         (b)     Except as set forth in this Section 4.05 and except for changes
since the date of this Agreement resulting from the exercise of Company Stock   
Options outstanding on such date or purchases of Company Stock pursuant to the  
Employee Stock Purchase Plan, there are no outstanding (i) shares of capital    
stock or voting securities of the Company, (ii) securities of the Company       
convertible into or exchangeable for shares of capital stock or voting          
securities, of the Company or (iii) options, subscriptions, warrants or other   
rights or agreements or commitments to acquire from the Company or any          
Subsidiary of the Company, or other obligation of the Company to issue, any     
capital stock, voting securities or, securities convertible into or exchangeable
for capital stock or voting securities of the Company or pursuant to which the  
Company is otherwise required to give any Person the right to receive any       
benefits or rights similar to any rights enjoyed by or accruing to the holders  
of shares of capital stock of the Company or any rights to participate in the   
equity or net income of the Company (the items in clauses (i), (ii) and (iii)   
being referred to collectively as the "Company Securities").                    

       (c)     There are no outstanding obligations of the Company or any of
its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company  
Securities or to provide funds to, or make any investment (in the form of a     
loan, capital contribution or otherwise) in, the Company, any Subsidiary of the 
Company or any other Person.                                                    

    (d)     All outstanding shares of Company Stock have been, and all
shares that may be issued pursuant to the exercise of any Company Stock Option  
will be, when issued in accordance with the terms and conditions specified in   
the instruments pursuant to which they are issuable thereof, duly authorized and
validly issued and are (or will be when so issued) fully paid and nonassessable 
and free of preemptive rights. No shares of Company Stock are owned by any      
Subsidiary of the Company.                                                      

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     Section 4.06  Subsidiaries. (a) Each Subsidiary of the Company is a
corporation duly incorporated, validly existing and in good standing under the  
Laws of its jurisdiction of incorporation, has all corporate powers and all     
material governmental licenses, authorizations, permits, consents and approvals 
required to carry on its business as now conducted. Each such Subsidiary is duly
qualified to do business as a foreign corporation and is in good standing in    
each jurisdiction where such qualification is necessary, and Section 4.06 of the
Disclosure Letter lists all the jurisdictions in which a subsidiary of the      
Company is qualified to do business as a foreign corporation except, in each    
case, for those jurisdictions where failure to be so qualified would not have,  
individually or in the aggregate, a Company Material Adverse Effect. All        
Subsidiaries of the Company and their respective jurisdictions of incorporation 
are identified in the Company 10-K. Except for the Subsidiaries of the Company, 
neither the Company nor any of its Subsidiaries owns directly or indirectly any 
interest or investment in any Person.                                           

  (b)     All of the outstanding capital stock of, or other voting
securities or ownership interests in, each Subsidiary of the Company is owned by
the Company, directly or indirectly, free and clear of any Lien and free of any 
other limitation or restriction (including any restriction on the right to vote,
sell or otherwise dispose of such capital stock or other voting securities or   
ownership interests). There are no outstanding (i) securities of any Subsidiary 
of the Company convertible into or exchangeable for shares of capital stock or  
other voting securities or ownership interests in any Subsidiary of the Company 
or (ii) options, subscriptions, warrants or other rights, agreements or         
commitments to acquire from any Subsidiary of the Company, or other obligation  
of any Subsidiary of the Company to issue, any capital stock, voting securities,
or any securities convertible into or exchangeable for capital stock or voting  
securities, of any Subsidiary of the Company pursuant to which any Subsidiary of
the Company is otherwise required to give any Person the right to receive any   
benefits or rights similar to any rights enjoyed by or accruing to the holders  
of shares of capital stock of any Subsidiary or any rights to participate in the
equity or net income of any Subsidiary of the Company (the items in clauses (i) 
and (ii) being referred to collectively as the "Company Subsidiary Securities").
There are no outstanding obligations of the Company or any of its Subsidiaries  
to repurchase, redeem or otherwise acquire any of the Company Subsidiary        
Securities.                                                                     

       Section 4.07  SEC Filings. (a) The Company has filed with the SEC all
forms, reports, schedules, statements and other documents required to be filed  
by it since December 31, 2000. Prior to the date of this Agreement, the Company 
has made available to Parent all of its forms, reports, schedules, statements,  
registration statements and other documents filed by the Company with the SEC   
since December 31, 2000 and prior to the date of this Agreement (the documents  
referred to in this Section 4.07(a), together with all exhibits, schedules and  
amendments thereto and any other filings made with the SEC subsequent to the    
date of this Agreement, the "Company SEC Documents"). No subsidiary of the      
Company is required to file any form, report or other document with the SEC.    

         (b)     As of its filing date (or, if amended or superseded by a filing
prior to the date of this Agreement, on the date of such filing), each Company  
SEC                                                                             

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Document filed by the Company with the SEC prior to the date of this Agreement  
complied, and each Company SEC Document filed by the Company with the SEC       
subsequent to the date of this Agreement will comply, as to form in all material
respects with the applicable requirements of the 1933 Act and the 1934 Act, as  
the case may be.                                                                

         (c)     As of its filing date (or, if amended or superseded by a filing
prior to the date of this Agreement, on the date of such filing), each Company  
SEC Document filed by the Company with the SEC prior to the date of this        
Agreement pursuant to the 1934 Act did not, and each Company SEC Document filed 
by the Company with the SEC subsequent to the date of this Agreement will not,  
contain any untrue statement of a material fact or omit to state any material   
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.                       

  Section 4.08  Financial Statements. (a) The audited consolidated
financial statements and unaudited consolidated interim financial statements of 
the Company and its consolidated Subsidiaries included in the Company SEC       
Documents filed with the SEC prior to the date of this Agreement fairly present,
in all material respects, and the audited consolidated financial statements and 
unaudited consolidated interim financial statements of the Company and its      
consolidated Subsidiaries included in any Company SEC Documents filed with the  
SEC, subsequent to the date of this Agreement will fairly present, in all       
material respects and in conformity with applicable accounting requirements and 
the published rules and regulations of the SEC with respect thereto and United  
States generally accepted accounting principles ("GAAP") applied on a consistent
basis (except as may be indicated in the notes thereto), the consolidated       
financial position of the Company and its consolidated Subsidiaries as of the   
dates thereof and their consolidated results of operations and cash flows for   
the periods then ended (subject to normal year-end adjustments in the case of   
any unaudited interim financial statements).                                    

      (b)     Section 4.08 of the Disclosure Letter contains the unaudited
condensed consolidated balance sheet of the Company as of March 31, 2003 and the
related unaudited condensed consolidated statements of operations and cash flows
for the three months then ended (the "First Quarter Financial Statements"). The 
First Quarter Financial Statements fairly present, in all material respects and 
in conformity with applicable accounting requirements and the published rules   
and regulations of the SEC with respect thereto and GAAP applied a consistent   
basis (except as may be indicated in the notes thereto), the consolidated       
financial position of the Company and its consolidated Subsidiaries as of March 
31, 2003 and their consolidated results of operations and cash flows for the    
three months then ended (subject to normal year-end adjustments).               

       Section 4.09  Disclosure Documents. Without limiting or affecting the
provisions of any subsection of Section 4.07, the proxy statement of the Company
to be filed with the SEC in connection with the Merger (the "Company Proxy      
Statement") and any amendments or supplements thereto will, when filed, when    
first mailed to stockholders and at the time stockholders vote on the approval  
and adoption of this Agreement, comply as to form in all material respects with 
the applicable                                                                  

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requirements of the 1934 Act. At the time the Company Proxy Statement or any    
amendment or supplement thereto is first mailed to stockholders of the Company  
and at the time such stockholders vote on the approval and adoption of this     
Agreement, the Company Proxy Statement, as supplemented or amended, if          
applicable, will not contain any untrue statement of a material fact or omit to 
state any material fact necessary in order to make the statements made therein, 
in the light of the circumstances under which they were made, not misleading.   
The representations and warranties contained in this Section 4.09 will not apply
to statements or omissions included in the Company Proxy Statement based upon   
information furnished to the Company in writing by Merger Subsidiary or Parent  
specifically for use therein.                                                   

     Section 4.10  Absence of Certain Changes. Since the Company Balance
Sheet Date, except as specifically disclosed in the Company SEC Documents filed 
with the SEC prior to the date of this Agreement or as otherwise contemplated by
this Agreement, the business of the Company and its Subsidiaries has been       
conducted in the ordinary course consistent with past practices and there has   
not been:                                                                       

(a)     a Company Material Adverse Effect;                    

  (b)     any material damage, destruction or loss (whether or not
covered by insurance) with respect to any material property or material asset of
the Company or any Subsidiary of the Company;                                   

       (c)     any change by the Company or any Subsidiary of the Company in
its accounting methods, principles or practices, except as required as a result 
of a change in Law or GAAP;                                                     

      (d)     any declaration, setting aside or payment of any dividend or
distribution in respect of any capital stock of the Company or any Subsidiary of
the Company, or any redemption, purchase or other acquisition of any of their   
respective securities;                                                          

   (e)     any issuance to any directors, officer or employee of the
Company or any Subsidiary of the Company of any options, warrants, rights, or   
convertible securities relating to the issued or unissued capital stock of the  
Company or any Subsidiary of the Company;                                       

      (f)  any acquisition by the Company or any Subsidiary of the Company
(including, without limitation, by merger, consolidation, or acquisition of     
stock or assets of any other business combination) of any corporation,          
partnership, other business organization or any division thereof or any material
amount of assets;                                                               

  (g)     any incurrence of indebtedness for borrowed money or any
issuance of any debt securities by the Company or any Subsidiary of the Company;

         (h)     any assumption or guarantee by the Company or any Subsidiary of
the Company of the obligations of any Third Party;                              

     (i)     any loan or advance by the Company or any Subsidiary of the
Company to any Third Party, except for advances to employees of business        
expenses in the ordinary course of business and consistent with past practice;  

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  (j)     any authorization of, or commitment to make, any capital
expenditures, other than in the ordinary course of business;                    

       (k)     any increase in the compensation payable or to become payable
or the benefits provided or to be provided to any director, officer or employee 
of the Company or any Subsidiary of the Company, except for increases in the    
ordinary course of business and consistent with past practice; or               

       (l)     any settlement with Tax authorities regarding audits, reviews
or other Tax related matters.                                                   

 Section 4.11  No Undisclosed Material Liabilities. There are no
liabilities of the Company or any of its Subsidiaries of any kind whatsoever,   
whether accrued, contingent, absolute, determined, determinable or otherwise,   
required, if known, to be reflected or reserved against on a consolidated       
balance sheet of the Company prepared in accordance with GAAP, other than:      

      (a)     liabilities or obligations disclosed and provided for in the
Company Balance Sheet or in the notes thereto or disclosed in the Company SEC   
Documents filed with the SEC prior to the date of this Agreement;               

       (b)     liabilities or obligations incurred since the Company Balance
Sheet Date in the ordinary course of business consistent with past practice;    

      (c)     liabilities or obligations that would not be material to the
Company and its Subsidiaries taken as a whole; and                              

(d)     liabilities arising under this Agreement.             

      Section 4.12  Material Contracts. (a) Section 4.12 of the Disclosure
Letter contains a list of the following contracts, agreements, leases and       
instruments to which either the Company or any Subsidiary of the Company (other 
than Tanning Technology India Pvt. Ltd. ("TTI")) is a party or by which the     
Company or any Subsidiary of the Company (other than TTI) is bound:             

               (i)     any loan, credit or security agreements, notes,
       bonds, mortgages, indentures and other agreements and instruments for
        money borrowed by the Company or any Subsidiary of the Company and any
agreement which guarantees the obligations of any Person;     

(ii)     all leases for real property;  

                    (iii)     all agreements limiting the freedom of the Company
        or any Subsidiary of the Company to compete in any line of business or
in any geographic area or with any person;                    

               (iv)     all agreements to make capital expenditures in
        excess of $25,000 with respect to the Company or any Subsidiary of the
     Company that have not been terminated or performed in its entirety;

                  (v)     all agreements to sell, lease or otherwise dispose
     of any assets of the Company or any Subsidiary of the Company other
than in the ordinary course of business;                      

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                    (vi)     joint venture agreements and partnership agreements
related to the Company or any Subsidiary of the Company;      

                   (vii)     any agreements with customers or suppliers of the
         Company or its Subsidiaries involving payments or receipts of more than
  $100,000 during the twelve (12) months ended on the date of this
       Agreement that have not been terminated or performed in its entirety;

                  (viii)     all employment agreements with employees of the
         Company or any of its Subsidiaries providing for annual compensation of
more than $100,000; and                                       

               (ix)     any agreements with any Governmental Authority
relating to Taxes.                                            

    As used herein, "Material Contract" means any contract, agreement,
lease or instrument required to be listed on Section 4.12 of the Disclosure     
Letter.                                                                         

     (b)     Each Material Contract (other than those Material Contracts
that have expired or been terminated in accordance with their terms) is a valid 
and binding agreement of the Company or one of its Subsidiaries and is in full  
force and effect in all material respects, and neither the Company nor any      
Subsidiary or, to the knowledge of the Company or any Subsidiary, any other     
party thereto is in default or breach in any material respect under the terms of
any such Material Contract, and no event or circumstance has occurred that, with
notice or lapse of time or both, would constitute any material event of default 
by the Company or any of its Subsidiaries thereunder.                           

       Section 4.13  Compliance with Law. Neither the Company nor any of its
Subsidiaries is in violation of, or has violated, any applicable Law in any     
material respect. As of the date of this Agreement, neither the Company nor any 
Subsidiary of the Company has received any written notice from any Governmental 
Authority claiming that the Company or any of its Subsidiaries is in material   
violation of, or has materially violated, any applicable Law.                   

      Section 4.14  Litigation. There is no action, suit, investigation or
proceeding (or any basis therefor) pending against, or, to the knowledge of the 
Company, threatened against or affecting, the Company, any of its Subsidiaries, 
any property or asset of the Company or any of its Subsidiaries or any present  
or former officer, director or employee of the Company or any of its            
Subsidiaries (in each case, to the extent acting in such capacity) or any Person
for whom the Company or any Subsidiary may be liable or any of their respective 
properties before any court or arbitrator or before or by any Governmental      
Authority that has an amount in controversy in excess of $100,000 or which seeks
to prevent, enjoin or alter in any material respect the conduct of business of  
the Company or any of its Subsidiaries. Neither the Company nor any of its      
Subsidiaries nor any property or asset of the Company or any of its Subsidiaries
is subject to any continuing order of, consent decree, settlement agreement or  
similar written agreement with, or, to the knowledge of the Company, continuing 
investigation by, any Governmental Authority, or any order, writ, judgment,     
injunction, decree, determination or award of any Governmental                  

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Authority that materially affects the ability of the Company to conduct its     
business as currently conducted.                                                

 Section 4.15  Labor Matters. Neither the Company nor any of its
Subsidiaries is a party to, or bound by, any collective bargaining agreement or 
other contract or understanding with a labor union or labor organization. As of 
the date hereof, there is no (i) material unfair labor practice, labor dispute  
(other than routine individual grievances) or labor arbitration proceeding      
pending or, to the knowledge of the Company, threatened against the Company or  
any of its Subsidiaries relating to their business, (ii) to the knowledge of the
Company, activity, proceeding certification question or organizational drive by 
a labor union or representative thereof to organize any employees of the Company
or any of its Subsidiaries or (iii) lockouts, strikes, slowdowns, work stoppages
or threats thereof by or with respect to such employees. Neither the Company nor
any Subsidiary has been required to provide any notice under WARN, and neither  
the Company nor any Subsidiary has taken any action that has caused the         
termination of any employees by the Company or any of its Subsidiaries to       
constitute a "plant closing" or "mass layoff" under WARN.                       

       Section 4.16  Finders' Fees. Except for Adams, Harkness & Hill, there
is no investment banker, broker, finder or other intermediary that has been     
retained by or is authorized to act on behalf of the Company or any of its      
Subsidiaries who might be entitled to any fee or commission from the Company or 
any of its Affiliates (including, after the consummation of the Merger, Parent  
and its Subsidiaries) in connection with the transactions contemplated by this  
Agreement.                                                                      

      Section 4.17  Opinion of Financial Advisor. The Company has received
the opinion of Adams, Harkness & Hill, financial advisor to the Company, to the 
effect that, as of the date of this Agreement, the Per Share Merger             
Consideration is fair to the Company's stockholders from a financial point of   
view.                                                                           

     Section 4.18  Taxes. (a) Except as reflected in the Company Balance
Sheet and the notes thereto, (i) all United States federal and material state,  
local and foreign Tax Returns required to be filed by the Company or any        
Subsidiary of the Company have been timely filed or requests for extensions have
been timely filed and any such extension shall have been granted and not        
expired, and all such filed returns are complete and accurate in all material   
respects; (ii) the Company and each Subsidiary of the Company has paid, or have 
made adequate provision or have set up an adequate accrual or reserve in        
accordance with GAAP (as reflected in the Company Balance Sheet in respect of   
liability for periods through the date thereof), for the payment of all Taxes   
(whether or not assessed) due and owing by the Company or any Subsidiary of the 
Company; (iii) there is no outstanding audit examination, deficiency, refund    
litigation or other administrative or judicial proceeding now pending, or to the
knowledge of the Company, threatened, with respect to any Taxes owed by, with   
respect to or attributable to, the Company or any Subsidiary of the Company or  
any Tax Return filed by or with respect to the Company or any Subsidiary of the 
Company; (iv) all Taxes, interest, additions, and penalties accrued prior to the
date hereof with respect to completed and settled examinations or concluded     
litigation have been paid in full or have been recorded as a liability on the   
Company Balance Sheet; (v) neither the Company nor any Subsidiary of the        

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Company is a party to any Tax sharing, Tax indemnity or other similar agreement;
and (vi) neither the Company nor any Subsidiary of the Company has waived any   
applicable statute of limitations with respect to any Taxes or agreed to any    
extension of time with respect to a Tax assessment or deficiency.               

     (b)     Neither the Company nor any Subsidiary has received written
notice of any material claim made by a Tax authority in a jurisdiction where    
neither the Company nor such Subsidiary files Tax Returns that the Company or   
such Subsidiary is or may be subject to taxation by that jurisdiction.          

         (c)     The Company and each Subsidiary has withheld and timely paid in
all material respects all Taxes required to have been withheld and paid in      
connection with amounts paid or owing to any employee, independent contractor,  
creditor, stockholder or other third party.                                     

         (d)     Neither the Company nor any Subsidiary (i) has made an election
under Section 341(f) of the Code, (ii) is a party to or bound by any closing    
agreement or offer in compromise with any taxing authority, (iii) has been or   
will be required to include any material adjustment in taxable income for any   
Tax period (or portion thereof) pursuant to Section 481 or Section 263A of the  
Code or any comparable provision under state or foreign Tax Laws as a result of 
transactions, events or accounting methods employed prior to the Closing, (iv)  
has any excess loss account (as defined in Treasury Regulations Section         
1.1502-19), or (v) has any deferred intercompany gains (as defined in Treasury  
Regulations Section 1.1502-13).                                                 

         (e)     There is no material Tax Lien (other than for current Taxes not
yet due and payable) against the assets of the Company or any Subsidiary.       

    (f)     The Company and each of its Subsidiaries have disclosed on
their federal income Tax Returns, (i) all transactions, that to the knowledge of
the Company, constituted, as of the time such Tax Returns were filed, reportable
transactions within the meaning of Section 6011 of the Code, and (ii) all       
positions, that to the knowledge of the Company, could give rise to a           
substantial understatement of federal income Tax within the meaning of Section  
6662 of the Code for any period through the date of the Merger.                 

     (g)     No powers of attorney or other authorizations are in effect
that grant to any Person the authority to represent Tanning Technology Europe,  
Ltd. or Tanning Technology Denmark Aps in connection with any Tax matter or     
proceeding.                                                                     

    Section 4.19  Employee Benefit Plans. (a) None of the Company, any
Subsidiary, any ERISA Affiliate or any predecessor thereof sponsors, maintains  
or contributes to, or has in the past sponsored, maintained or contributed to,  
any plan subject to Title IV of ERISA or any equivalent foreign Law.            

         (b)     None of the Company, any Subsidiary, any ERISA Affiliate or any
predecessor thereof contributes to, or has in the past contributed to, any      
multiemployer plan, as defined in Section 3(37) of ERISA or any equivalent      
foreign Law.                                                                    

    (c)     Each Employee Plan which is intended to be qualified under
Section 401(a) of the Code or any equivalent foreign Law has received a         
favorable                                                                       

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determination letter, or has pending or has time remaining in which to file an  
application for such determination from the Internal Revenue Service or any     
equivalent foreign Governmental Authority, and the Company is not aware of any  
reason likely to result in revocation of such determination letters.            

(d)     Each Employee Plan has been maintained in substantial 
compliance with its terms and with the requirements prescribed by any and all   
Laws, including but not limited to ERISA, the Code and any equivalent foreign   
Law, which are applicable to such Employee Plan.                                

       (e)     There is no material action, claim, suit, audit or proceeding
pending against or involving or to the knowledge of the Company, threatened     
against or involving, any Employee Plan before any court or arbitrator or       
Governmental Authority.                                                         

 (f)     Neither the Company nor any Subsidiary has any material
liability or obligation under any Employee Plan to provide life insurance,      
disability or medical or health benefits after termination of employment to any 
current or former employee or dependent or officer or director other than as    
required by Part 6 of Title I of ERISA or Section 4980B of the Code, applicable 
state Law or any equivalent foreign Law.                                        

     (g)     Except for accelerated vesting of Company Stock Options and
pursuant to the CIC Plan, none of the Employee Plans provides any benefits that 
become payable or become vested solely as a result of the Merger and the Merger 
will not require the funding (whether formal or informal) of any Employee Plan. 

     (h)     Section 4.19 of the Disclosure Letter sets forth a true and
complete list of (i) all participants in the CIC Plan and (ii) all officers and 
employees of the Company or any of its Subsidiaries who are entitled to receive 
severance payments or notice prior to termination under any employment          
agreements (collectively, "Employee Obligations").                              

       (i)     The consummation of the Merger will not result in the payment
by the Company or any of its Subsidiaries of any "excess parachute payments"    
within the meaning of Section 280G of the Code or any similar provision of      
foreign, state or local Law.                                                    

  Section 4.20  Intellectual Property Rights. (a) The Company or a
Subsidiary of the Company has the adequate, valid and enforceable right to use  
each material patent, trade name, trademark, service mark, copyright, logo,     
domain name, and registrations and applications to register any of the          
foregoing, as well as all material licenses, sublicenses, agreements or         
permissions relating to the foregoing (collectively, "Intellectual Property")   
necessary for or used by the Company or any Subsidiary of the Company in        
connection with its business as presently conducted, including all material     
Software, technology, trade secrets and other confidential information,         
know-how, inventions, proprietary processes, formulae, algorithms, models,      
methodologies, ideas, research and development, formulas, compositions,         
manufacturing and production processes and techniques, technical data, designs, 
drawings, specifications, customer and supplier lists, pricing and cost         
information and business and marketing plans and proposals (collectively        
"Company Intellectual                                                           

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Property"), free and clear of any outstanding judgments, injunctions, orders,   
decrees, Liens (other than Permitted Liens), covenants by the Company or any    
Subsidiary of the Company not to sue third persons, or other material conditions
or material restrictions except for those that arise under licenses or          
permissions granted by or to the Company or its Subsidiaries.                   

        (b)     The Company has not received any written notice, communication
or claim that any material item of Company Intellectual Property is invalid,    
unregistrable or unenforceable, in whole or in part. There is no pending or, to 
the knowledge of the Company, threatened claim, suit, arbitration or other      
adversarial proceeding before any Governmental Authority in any jurisdiction    
alleging that the activities or the conduct of the Company's or any Subsidiary's
businesses in any material respect infringe upon, violate or constitute the     
unauthorized use of the intellectual property rights of any third party or      
challenging in any material respect the Company's or any Subsidiary's ownership,
use, validity, enforceability or registrability of any material item of Company 
Intellectual Property.                                                          

  (c)     The Company and each Subsidiary of the Company has taken
commercially reasonable steps to preserve and maintain the value of Company     
Intellectual Property. All personnel (other than employees of TTI) who have     
contributed to or participated in the conception and development of any material
Company Intellectual Property with respect to such contributions or             
participation (i) have been party to a "work-for-hire" arrangement or agreement 
with the Company or a Subsidiary of the Company, or (ii) have executed          
appropriate instruments of assignment in favor of the Company or a Subsidiary of
the Company as assignee, in each case in a form substantially similar to the    
forms previously provided to Parent.                                            

   (d)     To the knowledge of the Company, no third party is using,
misappropriating, infringing, diluting or violating any of the material Company 
Intellectual Property, and no such claims, suits, arbitrations or other         
adversarial proceedings have been brought or, to the knowledge of the Company,  
threatened in writing against any third party by the Company or any Subsidiary. 

        (e)     All agreements pursuant to which the Company or any Subsidiary
license any material Company Intellectual Property are in all material respects 
valid and binding obligations of the Company or a Subsidiary of the Company, and
all other parties thereto, enforceable in accordance with their terms, and no   
event or condition has occurred which will result in a material violation or    
breach of, or constitute (with or without due notice of lapse of time or both) a
material default by the Company or any Subsidiary, or to the knowledge of the   
Company, any other party under any such license. No material royalties, material
honoraria or other material fees are payable by the Company or any Subsidiary to
any third parties for the use of or right to use any Company Intellectual       
Property.                                                                       

      (f)     Neither the Company nor any of its Subsidiaries have granted
any licenses or permissions to use any Intellectual Property to any Third       
Parties, other than to customers of the Company or its Subsidiaries in the      
ordinary course of business pursuant to a written agreement for the provision of
products or services by the Company to such Third Party.                        

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       Section 4.21  Antitakeover Statutes. The Company has taken all action
necessary to exempt the Merger, this Agreement and the transactions contemplated
hereby from Section 203 of Delaware Law, and, accordingly, neither such Section 
nor any other antitakeover or similar statute or regulation in effect as of the 
date hereof applies or purports to apply to the transactions contemplated by    
this Agreement.                                                                 

 Section 4.22  Real Property. Neither the Company nor any of its
Subsidiaries owns any real property. As of the date of this Agreement, the      
Company and each of its Subsidiaries enjoy peaceful and undisturbed possession  
under all leases of real property to which they are a party and under which they
are in occupancy.                                                               

         Section 4.23  Environmental Matters. Without limiting the generality of
Section 4.12, except as would not have a Company Material Adverse Effect, (i)   
the Company and each of its Subsidiaries are in compliance in all respects with 
all applicable Environmental, Health and Safety Laws, (ii) the Company and each 
of its Subsidiaries have timely filed all required reports, obtained all        
required approvals and Permits and generated and maintained all required data,  
documentation and records under any applicable Environmental, Health and Safety 
Laws; (iii) to the knowledge of the Company, neither the Company nor any of its 
Subsidiary nor anyone acting on their behalf in the course of so acting, has    
generated, stored, released, manufactured, processed, treated, transported or   
disposed of any Hazardous Materials on, beneath or about any premises owned or  
used by the Company or any of its Subsidiaries at any time, except for          
inventories of such Hazardous Materials to be used in the ordinary course of    
business, which inventories were and are stored and disposed of in accordance   
with all applicable Environmental, Health and Safety Laws; (iv) neither the     
Company nor any of its Subsidiaries has caused any release of any Hazardous     
Materials on, beneath or about any premises used by the Company or any of its   
Subsidiaries during any period of use by the Company or any of its Subsidiaries;
and (v) neither the Company nor any of its Subsidiaries has received any notice 
advising it that it is or may be responsible, or potentially responsible, for   
clean up costs with respect to a release or threatened release of any Hazardous 
Materials.                                                                      

         Section 4.24  Permits. The Company or a Subsidiary of the Company holds
all material Permits necessary for the operation of the businesses of the       
Company and its Subsidiaries as presently conducted, and all such material      
Permits are in full force and effect. Neither the Company nor any of its        
Subsidiaries is in material violation of the terms of any such material Permit. 

Section 4.25  Title to Properties. The Company and each of its
Subsidiaries has good and marketable title to all material properties and assets
owned by it and valid leasehold or license interests in all material personal   
properties and assets leased by it, in each case free and clear of all Liens,   
other than Permitted Liens. All leases of personal properties or assets used by 
the Company or any of its Subsidiaries in each of their respective businesses   
and operations are valid and binding agreements of the Company or one of its    
Subsidiaries and are in full force and effect in all material respects.         

      Section 4.26  Insurance. Section 4.27 of the Disclosure Letter lists
all insurance policies maintained by the Company and its Subsidiaries. All such 
policies                                                                        

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are valid, outstanding and enforceable in all material respects against the     
Company and, to the knowledge of the Company, the other parties thereto and     
neither the Company nor any of its Subsidiaries has agreed to modify in any     
material respect or cancel any of such insurance policies nor has the Company   
received any written notice of any actual or threatened modification or         
cancellation of such insurance.                                                 

       Section 4.27  Customers and Suppliers. Section 4.27 of the Disclosure
Letter lists the 4 largest customers of the Company and its Subsidiaries for the
fiscal quarter ended March 31, 2003 (determined on the basis of total dollar    
amount of revenues). There are no material disputes pending, or to the knowledge
of the Company, threatened with any customer listed on Section 4.27 of the      
Disclosure Letter or any material supplier of the Company or any of its         
Subsidiaries. No customer or group of affiliated customers listed on Section    
4.27 of the Disclosure Letter has terminated or materially reduced its business 
with (other than as a result of completion of any applicable work order or      
statement of work) or notified the Company in writing (nor has any such customer
orally notified any senior officer of the Company) that it intends to terminate 
its business relationship with, or materially reduce its business with (other   
than as a result of completion of any applicable work order or statement of     
work) the Company or its Subsidiaries.                                          

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF PARENT

         Parent represents and warrants to the Company as of the date hereof and
as of the Effective Time, that:                                                 

        Section 5.01  Corporate Existence and Power. Each of Parent and Merger
Subsidiary is a corporation duly incorporated, validly existing and in good     
standing under the Laws of its jurisdiction of incorporation and has all        
corporate powers and all governmental licenses, authorizations, permits,        
consents and approvals required to carry on its business as now conducted,      
except for those licenses, authorizations, permits, consents and approvals the  
absence of which would not, individually or in the aggregate, materially impair 
the ability of Parent and Merger Subsidiary to consummate the transactions      
contemplated by this Agreement. Parent is duly qualified to do business as a    
foreign corporation and is in good standing in each jurisdiction where such     
qualification is necessary, except for those jurisdictions where failure to be  
so qualified would not, individually or in the aggregate, materially impair the 
ability of Parent and Merger Subsidiary to consummate the transactions          
contemplated by this Agreement. Since the date of its incorporation, Merger     
Subsidiary has not engaged in any activities other than in connection with, or  
as contemplated by, this Agreement. Each of Parent and Merger Subsidiary has the
requisite corporate power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby

    Section 5.02  Corporate Authorization. The execution, delivery and
performance by Parent and Merger Subsidiary of this Agreement and the           
consummation by Parent and Merger Subsidiary of the transactions contemplated   
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been duly authorized by all necessary corporate action. This Agreement          
constitutes a legal, valid and binding agreement of each of Parent and Merger   
Subsidiary enforceable against each of Parent and Merger Subsidiary in          
accordance with its terms.                                                      

       Section 5.03  Governmental Authorization. The execution, delivery and
performance by Parent and Merger Subsidiary of this Agreement and the           
consummation of the transactions contemplated hereby require no consent,        
approval, permit, notice, authorization or action by or in respect of, or filing
with, any Governmental Authority, agency, official or authority, domestic,      
foreign or supranational, other than (i) the filing of a certificate of merger  
with respect to the Merger with the Secretary of State of the State of Delaware 
to consummate the Merger, (ii) compliance with any applicable requirements of   
the HSR Act to consummate the Merger, (iii) compliance with any applicable      
requirements of the 1933 Act, the 1934 Act, the stock exchanges on which        
Parent's securities are listed and any other similar securities Laws or         
requirements to consummate the Merger and (iv) any actions or filings the       
absence of which would not, individually or in the aggregate, materially impair 
the ability of Parent and Merger Subsidiary to consummate the transactions      
contemplated by this Agreement.                                                 

Section 5.04  Non-contravention. The execution, delivery and  
performance by Parent and Merger Subsidiary of this Agreement and the           
consummation by Parent and Merger Subsidiary of the transactions contemplated   
hereby do not and will not (i) contravene or conflict with any provision of the 
certificate of incorporation or bylaws of Parent or Merger Subsidiary or of any 
subscription, shareholders' or similar agreements or understandings to which    
Parent or Merger Subsidiary is a party, (ii) subject to obtaining the consents, 
referred to in Section 5.03, contravene, conflict with or constitute a violation
of any provision of any applicable Law, or (iii) require any consent or other   
action by any Person under, constitute a default, or an event that, with or     
without notice or lapse of time or both, would constitute a default, under, or  
cause or permit the termination, cancellation, acceleration or other change of  
any right or obligation of any Person or the loss of any benefit to which Parent
or any of its Subsidiaries is entitled under any provision of any agreement or  
other instrument binding upon Parent or any of its Subsidiaries or any license, 
franchise, permit, certificate, approval or other similar authorization         
affecting, or relating in any way to, the assets or business of the Parent and  
its Subsidiaries, except for such contraventions, conflicts and violations      
referred to in clause (ii) and for such failures to obtain any such consent or  
other action, defaults, terminations, cancellations, accelerations, changes,    
losses or Liens referred to in clause (iii) that would not, individually or in  
the aggregate, materially impair the ability of Parent and Merger Subsidiary to 
consummate the transactions contemplated by this Agreement.                     

         Section 5.05  Disclosure Documents. None of the information provided in
writing by Parent or Merger Subsidiary for inclusion in the Company Proxy       
Statement or any amendment or supplement thereto, at the time the Company Proxy 
Statement or any amendment or supplement thereto is first mailed to stockholders
of the Company and at the time the stockholders vote on the approval and        
adoption of this Agreement, will contain any untrue statement of a material fact
or omit to state any                                                            

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material fact necessary in order to make the statements made therein, in the    
light of the circumstances under which they were made, not misleading.          

     Section 5.06  Finders' Fees. There is no investment banker, broker,
finder or other intermediary that has been retained by or is authorized to act  
on behalf of Parent who might be entitled to any fee or commission from the     
Company or any of its Subsidiaries in connection with the transactions          
contemplated by this Agreement.                                                 

      Section 5.07  Adequate Funds. Parent will have at the Effective Time
sufficient funds (other than cash or cash equivalents currently held by the     
Company) for the payment of the aggregate Per Share Merger Consideration and to 
perform its obligations under this Agreement.                                   

   Section 5.08  Compliance with Laws. Neither Parent nor any of its
Subsidiaries is in violation of, or has violated, any applicable provisions of  
any laws, statutes, ordinances or regulations except for such matters as would  
not, individually or in the aggregate, materially impair the ability of Parent  
or Merger Subsidiary to consummate the transactions contemplated by this        
Agreement.                                                                      

ARTICLE VI

COVENANTS OF THE COMPANY

The Company agrees that:                                      

 Section 6.01  Conduct of the Company. (a) From the date of this
Agreement until the Effective Time, except as set forth in the Disclosure Letter
or as contemplated by this Agreement, unless Parent has consented in writing    
thereto, the Company shall, and shall cause its Subsidiaries to, (i) conduct its
operations in the ordinary course of business; (ii) use its commercially        
reasonable efforts to preserve intact its business organizations and goodwill,  
keep available the services of its officers and employees, and maintain         
satisfactory relationships with those Persons having business relationships with
them; (iii) upon the discovery thereof, promptly notify Parent of the existence 
of any breach of any representation or warranty contained herein or the         
occurrence of any event that would cause any representation or warranty         
contained herein no longer to be true and correct; and (iv) promptly deliver to 
Parent true and correct copies of any report, statement or schedule filed with  
the SEC subsequent to the date of this Agreement.                               

       (b)     From and after the date of this Agreement until the Effective
Time, except as set forth in the Disclosure Letter or as contemplated by this   
Agreement, unless Parent has consented in writing thereto, the Company shall    
not, and shall not permit any of its Subsidiaries to, (i) amend or propose to   
amend its certificate of incorporation or by-laws (or equivalent organizational 
document); (ii) issue, sell, pledge or authorize, or commit to issue, sell,     
pledge, or authorize any shares of its capital stock or other ownership interest
in the Company (other than issuances of Company Stock pursuant to the Employee  
Stock Purchase Plan or in respect of any exercise of Company Stock Options      
outstanding on the date hereof) or any of its Subsidiaries, or any securities   
convertible into or exchangeable for any shares of capital stock or other       
ownership interest in the Company or any of its Subsidiaries, or any            

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rights, warrants or options to acquire or with respect to any such shares of    
capital stock, ownership interests, or convertible or exchangeable securities;  
(iii) effect any stock split, combination or reclassification of any of its     
capital stock or other equity interests or otherwise change its capitalization  
as it exists on the date hereof; (iv) grant, confer or award, or commit to      
grant, confer or award, any option, warrant, convertible security or other right
to acquire any shares of capital stock or other ownership interests in the      
Company or any of its Subsidiaries or take any action to cause to be exercisable
any otherwise unexercisable option under any existing stock option plan (except 
as otherwise required by the terms of such unexercisable options); (v) declare, 
set aside or pay any dividend on or make any other distribution or payment with 
respect to any shares of its capital stock or other ownership interests (other  
than such payments by the Subsidiaries to the Company); (vi) directly or        
indirectly redeem, purchase or otherwise acquire any shares of its capital stock
or any ownership interests in the Company or any of its Subsidiaries; (vii)     
sell, lease or otherwise dispose of any of its assets (including capital stock  
or any ownership interests of its Subsidiaries), other than the sale or         
disposition of inventory in the ordinary course of business; (viii) acquire by  
merger, purchase or any other manner, any business or entity or otherwise       
acquire any assets, except for purchases of inventory or supplies in the        
ordinary course of business consistent with past practice; (ix) acquire capital 
stock of other ownership interests of any other Person, or any business division
of any other Person or otherwise organize or acquire control or ownership of any
other Person; (x) incur or assume any long-term or short-term debt; (xi) assume,
guarantee or otherwise become liable or responsible (whether directly,          
contingently or otherwise) for the obligations of any other Person except its   
Subsidiaries; (xii) make or forgive any loans, advances or capital continuations
to, or investments in, any other Person; (xiii) enter into any new employment,  
severance, termination, consulting or salary continuation agreements, or        
institute any new severance or termination pay practice or increase the benefits
payable under its severance and termination pay practices, with respect to any  
officers, directors, employees (agents or consultants) grant any material       
increases in compensation or benefits to employees or grant or pay any bonuses  
to employees; (xiv) except to the extent required by Law, adopt or amend in any 
material respect any material employee benefit plan or arrangement; (xv) change 
or remove certified public accountants for the Company; (xvi) enter into, or    
become obligated under, or change, amend, terminate or otherwise modify any     
material contract; (xvii) make or commit to make capital expenditures in excess 
of $25,000, (xviii) settle any pending claim or other disagreement; (xix) grant 
any Lien on the capital stock of the Company or any of its Subsidiaries; (xx)   
enter into, directly or indirectly, any new material transaction with any of its
Affiliates; (xxi) terminate any employees of the Company or any of its          
Subsidiaries, other than for cause; (xxii) enter into any sublease with respect 
to any real property; (xxiii) pay or incur any fees payable to Houlihan, Lokey, 
Howard & Zukin Financial Advisors, Inc.; or (xxiv) authorize, commit or agree to
take any of the foregoing actions.                                              

      Section 6.02  Stockholder Meeting; Proxy Material. The Company shall
cause a meeting of its stockholders (the "Company Stockholder Meeting") to be   
duly called and shall use its reasonable best efforts to ensure that such       
meeting is held as                                                              

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soon as reasonably practicable after the date of this Agreement for the purpose 
of voting on the adoption of this Agreement. In connection with such meeting,   
the Company will (i) as promptly as practicable following the date hereof       
prepare and file with the SEC, use its reasonable best efforts to have cleared  
by the SEC and thereafter mail to its stockholders as promptly as reasonably    
practicable, the Company Proxy Statement and all other proxy materials for such 
meeting and (ii) subject to the fiduciary obligations of the Company's Board of 
Directors, use its reasonable best efforts to obtain the necessary approval and 
adoption of this Agreement by its stockholders. Subject to its fiduciary        
obligations, the Board of Directors of the Company shall recommend approval and 
adoption of this Agreement by its stockholders and take all lawful action       
(including the solicitation of proxies) to solicit such approval and adoption.  
The Company shall provide Parent an opportunity to review and comment on any    
filing with, or amendment, supplement or correspondence to, the SEC. The Company
shall advise Parent promptly after it receives correspondence from the SEC      
relating to the Company Proxy Statement or requests by the SEC for additional   
information. If at any time prior to the Company Stockholder Meeting any        
information relating to the Company or Parent, or any of their respective       
Affiliates, officers or directors, is discovered by the Company or Parent that  
should be set forth in an amendment or supplement to the Company Proxy Statement
to ensure that the Company Proxy Statement does not include any misstatement of 
a material fact or omit to state any material fact necessary to make the        
statements therein, in light of the circumstances under which they were made,   
not misleading, the party which discovers such information shall promptly notify
the other parties hereto and an appropriate amendment or supplement describing  
such information shall be promptly filed with the SEC and, to the extent        
required by Law, disseminated to the stockholders of the Company.               

     Section 6.03  Other Offers. The Company agrees (i) that neither the
Company nor any of its Subsidiaries shall, and it shall direct and use its      
reasonable best efforts to cause its officers, directors, employees, agents and 
representatives (including, without limitation, any investment banker, attorney 
or accountant retained by it or any of its Subsidiaries) not to, initiate,      
solicit or encourage, directly or indirectly, any inquiries or the making or    
implementation of any proposal or offer (including, without limitation, any     
proposal or offer to its stockholders) or any indication of interest, with      
respect to an Acquisition Proposal, or engage in any negotiations concerning, or
provide any confidential information or data to, or have any discussions with,  
any Person, relating to an Acquisition Proposal, or afford access to the        
properties, books or records of the Company or any of its Subsidiaries to any   
Person that may be considering making or has made or has stated an intention to 
make, an Acquisition Proposal, or release any third party from any obligations  
under any existing standstill agreement or arrangement, or enter into any       
agreement with respect to an Acquisition Proposal; (ii) that it will immediately
cease and cause to be terminated any existing or previously conducted           
activities, discussions or negotiations with any parties with respect to any    
Acquisition Proposal; and (iii) that it will notify Parent with reasonable      
promptness (but in no event later than two Business Days thereafter) if any such
inquiries or proposals are received by, any such information or access is       
requested from, or any such negotiations or discussions are sought to be        

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initiated or continued with, it. Notwithstanding the foregoing, prior to the    
approval and adoption of this Agreement by the stockholders of the Company, the 
Company or its Board of Directors (or any committee thereof) may (x) take any   
action as contemplated by Section 10.01(d)(ii) and (y) directly or indirectly   
furnish nonpublic information and data and access to, and participate in        
discussions and negotiations with and may solicit or encourage inquiries and    
proposals or offers from, any Person in response to an unsolicited bona fide    
written Acquisition Proposal, if (in the case of clauses (x) and (y)) the Board 
of Directors of the Company (or any committee thereof) has concluded in good    
faith, after consultation with outside counsel and financial advisors, that such
action is reasonably likely to lead to a Superior Proposal and is reasonably    
necessary for the Board of Directors (or any committee thereof) to act in a     
manner consistent with its fiduciary duties under applicable Law, except that   
prior to furnishing non-public information and data and access to such Person,  
the Company receives from such Person an executed confidentiality agreement with
terms not in the aggregate less favorable to the Company than those contained in
the Confidentiality Agreement; provided further that the Board of Directors of  
the Company (or any committee thereof) shall not (i) change its recommendation  
to holders of the Company Stock solely because of receipt of an Acquisition     
Proposal, (ii) approve or recommend or propose publicly to approve or recommend 
an Acquisition Proposal or (iii) cause the Company or any of its Subsidiaries to
enter into any letter of intent, agreement in principle, acquisition agreement  
or other similar agreement related to any Acquisition Proposal, except, in each 
case, in response to a bona fide unsolicited written Acquisition Proposal from a
Third Party that the Board of Directors of the Company (or any committee        
thereof) determines in good faith, after consultation with its legal and        
financial advisors, is a Superior Proposal; provided that the Company may enter 
into a definitive agreement with respect to such Acquisition Proposal only if at
least two Business Days prior to the entry into or announcement of an intention 
to enter into a definitive merger, acquisition or similar agreement with respect
to such Acquisition Proposal, the Company shall have provided written notice to 
Parent advising Parent of its intention to enter into a definitive agreement    
with respect to such Acquisition Proposal and specifying the material terms and 
conditions of such Acquisition Proposal (it being understood that any amendment 
of the price or other material term of any such Acquisition Proposal prior to   
the expiration of such two Business Day Period shall require an additional      
notice and a new two Business Day period). If, within such two Business Day     
period, Parent does not make an offer that the Board of Directors of the Company
concludes, in good faith and after consultation with its financial and legal    
advisors, is at least as favorable to the stockholders of the Company as such   
Acquisition Proposal, the Company may proceed with such Acquisition Proposal.   
For clarification purposes, the Company shall not enter into any binding        
agreement with respect to any such Acquisition Proposal prior to the expiration 
of such two Business Day period.                                                

      Section 6.04  Access to Information. From the date of this Agreement
until the Effective Time and subject to applicable Law and the Confidentiality  
Agreement, the Company shall (i) furnish to Parent, its counsel, financial      
advisors, auditors and other authorized representatives reasonable access to the
offices, properties, books and records of the Company and its Subsidiaries, (ii)
furnish to Parent, its counsel,                                                 

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financial advisors, auditors and other authorized representatives such financial
and operating data and other information as Parent may reasonably request and   
(iii) instruct the Company's, and shall cause each of its Subsidiaries to       
instruct each of their respective, employees, counsel, financial advisors,      
auditors and other authorized representatives to cooperate with Parent in its   
investigation. Unless otherwise required by Law, Parent will hold, and will     
cause its respective officers, employees, counsel, financial advisors, auditors 
and other authorized representatives to hold, any nonpublic information obtained
in any such investigation in confidence in accordance with the Confidentiality  
Agreement.                                                                      

      Section 6.05  Consents. Promptly following the execution hereof, the
Company and Merger Subsidiary shall use their commercially reasonable efforts to
take, as promptly as possible, all action and do, or cause to be done, all      
things necessary, proper or advisable to consummate and make effective the      
transactions contemplated by this Agreement. Without limiting the generality of 
the foregoing, the Company and the Merger Subsidiary will use commercially      
reasonable efforts to obtain all waivers, Permits, consents, approvals,         
authorizations and clearances and to effect all registrations, filings and      
notices with or to Governmental Authorities or Third Parties which are necessary
or desirable in connection with the transactions contemplated by this Agreement.

        Section 6.06  Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to       
execute and deliver, in the name and on behalf of the Company or Merger         
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and 
do, in the name and on behalf of the Company or Merger Subsidiary, any other    
actions and things to vest, perfect or confirm of record or otherwise in the    
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger,    
including without limitation, taking any action necessary to transfer any shares
of TTI not held by the Company or one of its Subsidiaries to a nominee          
designated by Parent.                                                           

    Section 6.07  Insurance. The Company shall obtain six (6) years of
"run-off" or "tail" director and officer liability coverage covering each person
covered by, and providing coverages as least as favorable to such persons as,   
the Company's directors' and officers' liability insurance as in effect as of   
the date of this Agreement, with such coverage to be obtained from an insurance 
carrier having a claims paying rating at least equal to that of the Company's   
existing officers' and directors' liability insurance carrier.                  

ARTICLE VII 

COVENANTS OF PARENT 

      Section 7.01  Obligations of Merger Subsidiary. Parent will take all
action necessary to cause Merger Subsidiary to perform its obligations under    
this Agreement and to consummate the Merger on the terms and conditions set     
forth in this Agreement.                                                        

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      Section 7.02  Director and Officer Liability. Parent shall and shall
cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to
do the following:                                                               

     (a)     From and after the Effective Time, Parent and the Surviving
Corporation shall jointly and severally indemnify and hold harmless, and advance
expenses to, the officers, directors, employees and agents of the Company as of 
the Effective Time as well as all former officers, directors, employees and     
agents of the Company (in each such case, to the extent acting in such capacity)
(each an "Indemnified Person") in respect of acts or omissions occurring at or  
prior to the Effective Time to the fullest extent that such indemnification and 
advancement of expenses would have been permitted under the Company's           
certificate of incorporation and bylaws in effect on the date of this Agreement;
provided that such indemnification shall be subject to any limitation imposed   
from time to time under applicable Law.                                         

(b)     For six years after the Effective Time, the Surviving 
Corporation shall either (i) maintain the Company's existing officers' and      
directors' liability insurance or (ii) maintain a run-off or tail policy or     
endorsement with an insurance carrier having a claims paying rating at least    
equal to that of the Company's existing officers' and directors' liability      
insurance carrier in respect of acts or omissions occurring prior to the        
Effective Time, in each case covering each such Indemnified Person covered by   
the Company's officers' and directors' liability insurance policy (with         
coverages at least as favorable to such Indemnified Person as in effect on the  
date of this Agreement); provided that, in satisfying its obligation under this 
Section 7.02(b), the Surviving Corporation shall not be obligated to pay annual 
premiums in excess of 250% of the amount per annum the Company paid in its last 
full fiscal year.                                                               

  (c)     If the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other Person and shall not be  
the continuing or surviving corporation or entity of such consolidation or      
merger or (ii) transfers or conveys all or substantially all of its properties  
and assets to any Person, then, in each such case, to the extent necessary,     
Parent shall assure the proper provision is made so that the successors and     
assigns of the Surviving Corporation assume the obligations of the Surviving    
Corporation set forth in this Section 7.02.                                     

 Section 7.03  Conduct of Parent. From the date hereof until the
Effective Time:                                                                 

(a)     Parent will not take, and will not permit any of its  
Subsidiaries to take, any action that would reasonably be expected to make any  
representation and warranty of Parent hereunder inaccurate in any material      
respect at, or as of any time prior to, the Effective Time; and                 

      (b)     Parent will not, and will not permit any of its Subsidiaries
to, enter into a contract or arrangement or otherwise materially take any action
that could reasonably be expected to materially delay or otherwise interfere    
with the consummation of the Merger or any other transaction contemplated by    
this Agreement.                                                                 

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      Section 7.04  Employee Obligations. Parent shall, or shall cause the
Surviving Corporation to, assume, honor and continue to perform all Employee    
Obligations and all obligations of the Company or any Subsidiary under the CIC  
Plan.                                                                           

ARTICLE VIII

COVENANTS OF PARENT AND THE COMPANY 

The parties hereto agree that:                                

 Section 8.01  Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, Company and Parent will use their reasonable best 
efforts to take, or cause to be taken, all actions and to do, or cause to be    
done, all things necessary, proper or advisable under applicable Laws to        
consummate the transactions contemplated by this Agreement.                     

       Section 8.02  Certain Filings. Without limiting the generality of the
provisions of Section 8.01, the Company and Parent shall cooperate with one     
another (i) in connection with the preparation of the Company Proxy Statement,  
(ii) in determining whether any action by or in respect of, or filing with, any 
Governmental Authority is required, or any actions, consents, approvals or      
waivers are required to be obtained from parties to any material contracts, in  
connection with the consummation of the transactions contemplated by this       
Agreement and (iii) in taking such actions or making any such filings,          
furnishing information required in connection therewith or with the Company     
Proxy Statement and seeking timely to obtain any such actions, consents,        
approvals or waivers.                                                           

      Section 8.03  Public Announcements. From the date hereof through the
Effective Time, no public release or announcement concerning the transactions   
contemplated hereby shall be issued by any party without the prior consent of   
the other parties (which consent shall not be unreasonably withheld), except as 
such release or announcement may be required by applicable Law or the rules or  
regulations of, or any listing agreement with, any United States or foreign     
securities exchange or interdealer quotation system, in which case the party    
required to make the release or announcement shall allow the other party        
reasonable time to comment on such release or announcement in advance of such   
issuance; provided, however, that each of the Company and Parent may make       
internal announcements to their respective employees, and provided further that 
the Company and Parent may make any filings with the SEC as are required to be  
made by applicable Law or by the rules or regulations of the SEC.               

        Section 8.04  Confidentiality. The parties hereby acknowledge that the
provisions of the Confidentiality Agreement shall apply with respect to all     
information provided hereunder to Parent or any of its Affiliates and the same  
terms shall apply with equal force to any information or documents provided by  
Parent to the Company or any of its Affiliates in connection with the           
transactions contemplated by this Agreement.                                    

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ARTICLE IX

CONDITIONS TO THE MERGER

        Section 9.01  Conditions to Obligations of Each Party. The obligations
of the Company, Parent and Merger Subsidiary to consummate the Merger are       
subject to the satisfaction (or, to the extent permitted under Law, waiver by   
the relevant party in its sole discretion) of the following conditions:         

    (a)     this Agreement shall have been approved and adopted by the
stockholders of the Company in accordance with Delaware Law;                    

        (b)     any applicable waiting period and any extensions thereof under
the HSR Act shall have expired or been terminated;                              

         (c)     no provision of any applicable Law and no judgment, injunction,
order or decree shall prohibit the consummation of the Merger; and              

      (d)     each of Parent, Merger Subsidiary and the Company shall have
obtained all consents, waivers and approvals from any Governmental Authority    
required in connection with the consummation of the Merger contemplated hereby  
as of the Effective Time.                                                       

  Section 9.02  Conditions to the Obligations of Parent and Merger
Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the   
Merger are subject to the satisfaction (or, to the extent permitted under Law,  
waiver by Parent in its sole discretion) of the following further conditions:   
(i) the Company shall have performed in all material respects all of its        
obligations hereunder required to be performed by it at or prior to the         
Effective Time, (ii) each representation and warranty of the Company contained  
in this Agreement (other than the representations and warranties contained in   
Section 4.27), without regard to any materiality or Material Adverse Effect     
qualifier contained therein, shall be true and correct at and as of the         
Effective Time as if made at and as of such time (except to the extent such     
representation or warranty speaks as of an earlier time, in which event such    
representation or warranty shall be true and correct as of such earlier time),  
except for such failures to be so true and correct as would not have,           
individually or in the aggregate, a Company Material Adverse Effect, (iii) the  
representations and warranties of the Company contained in Section 4.27 shall be
true and correct at and as of the Effective Time as if made at and as of such   
time (except to the extent such representation or warranty speaks as of an      
earlier time, in which event such representation or warranty shall be true and  
correct as of such earlier time), except for such failures to be so true and    
correct as have not and would not reasonably be expected to have a material     
adverse effect on the business, results of operations, properties, assets,      
liabilities or financial condition of the Company and its Subsidiaries, taken as
a whole and (iv) Parent shall have received a certificate signed by an executive
officer of the Company to the foregoing effect.                                 

 Section 9.03  Conditions to the Obligations of the Company. The
obligation of the Company to consummate the Merger is subject to the            
satisfaction (or, to the extent permitted under Law, waiver by the Company in   
its sole discretion) of the following further conditions: (i) each of Parent and
Merger Subsidiary shall have                                                    

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performed in all material respects all of its obligations hereunder required to 
be performed by it at or prior to the Effective Time, (ii) each representation  
and warranty of Parent contained in this Agreement, without regard to any       
materiality or Material Adverse Effect qualifier contained therein, shall be    
true and correct at and as of the Effective Time as if made at and as of such   
time (except to the extent such representation or warranty speaks as of an      
earlier time, in which event such representation or warranty shall be true and  
correct as of such earlier time), except for such failures to be so true and    
correct as would not, individually or in the aggregate, materially impair the   
ability of Parent and Merger Subsidiary to consummate the transactions          
contemplated by this Agreement and (iii) the Company shall have received a      
certificate signed by an executive officer of Parent to the foregoing effect.   

ARTICLE X 

TERMINATION 

      Section 10.01  Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time (notwithstanding
any approval and adoption of this Agreement by the stockholders of the Company):

(a)     by mutual written agreement of the Company and Parent;

(b)     by either the Company or Parent, if                   

                (i)     the Merger has not been consummated on or before
       July 15, 2003 (the "End Date") provided, however, that this Agreement
       may not be terminated pursuant to this clause (i) of Section 10.01(b)
by any party in breach, in any material respect, of any of its
    representations, warranties, covenants or other agreements in this
Agreement;                                                    

                  (ii)     there shall be any Law that makes consummation of
    the Merger illegal or if any judgment, injunction, order or decree
         enjoining the Company or Parent from consummating the Merger is entered
       and such judgment, injunction, order or decree shall become final and
nonappealable; or                                             

                 (iii)     the Company Stockholder Meeting shall have been
     held and this Agreement shall not have been approved and adopted in
   accordance with Delaware Law by the Company's stockholders at the
 Company Stockholder Meeting (or any adjournment or postponement
thereof);                                                     

(c)     by Parent, if                                         

     (i)     a breach of or failure to perform any
    representation, warranty, covenant or agreement on the part of the
 Company set forth in this Agreement or any event, circumstance,
   development, set of circumstances or facts shall have occurred or
       exists such that, in either case, the conditions set forth in Section
9.02 are not capable of being satisfied by the End Date;      

                (ii)     (A) the Board of Directors of the Company shall
       have withdrawn, modified or changed in a manner adverse to Parent its

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       recommendation that the Company's stockholders approve and adopt this
   Agreement or (B) the Board of Directors of the Company shall have
      approved or recommended an Acquisition Proposal or the Company shall
         have entered into a definitive agreement with respect to an Acquisition
Proposal; or                                                  

                (iii)     prior to the adoption of this Agreement by the
    stockholders of the Company, if any person or group (as defined in
    Section 13(d)(3) of the 1934 Act) (other than Parent or any of its
         Subsidiaries or any of its Affiliates) shall have become the beneficial
       owner (as defined under Rule 13d-3 promulgated under the 1934 Act) of
    at least a majority of the outstanding shares of Company Stock; or

(d)     by the Company, if                                    

     (i)     a breach of or failure to perform any
    representation, warranty, covenant or agreement on the part of the
       Parent or Merger Subsidiary set forth in this Agreement or any event,
    circumstance, development set of circumstances or facts shall have
        occurred or exists such that, in either case, the conditions set forth
        in Section 9.03 are not capable of being satisfied by the End Date; or

           (ii)     prior to the approval and adoption of this
     Agreement by the stockholders of the Company, if the Company or the
         Board of Directors of the Company shall have entered into or shall have
        publicly announced its intention to enter into, a definitive agreement
        with respect to an Acquisition Proposal, if the Board of Directors (or
         any committee thereof) concludes in good faith, after consultation with
its financial advisor and outside counsel, that such action is
  reasonably necessary in order for the Board of Directors (or any
       committee thereof) to act in a manner consistent with the Board's (or
        any committee thereof's) fiduciary duty under applicable law; provided
     that the right to terminate this Agreement pursuant to this Section
   10.01(d)(ii) shall not be available to the Company unless (x) the
    Company has complied in all material respects with its obligations
     under this Agreement, including its obligations pursuant to Section
     6.03 and (y) concurrently with such termination, the Company enters
         into a definitive agreement to effect the Acquisition Proposal referred
to herein.                                                    

The party desiring to terminate this Agreement pursuant to this Section 10.01   
(other than pursuant to Section 10.01(a)) shall give notice of such termination 
to the other party.                                                             

     Section 10.02  Effect of Termination. Except as provided in Section
11.04, if this Agreement is terminated pursuant to Section 10.01, this Agreement
shall become void and of no effect without liability of any party (or any       
stockholder, director, officer, employee, agent, consultant or representative of
such party) to the other party hereto, provided that, termination pursuant to   
Section 10.01(c)(i) or 10.01(d)(i) shall not relieve the defaulting or breaching
party from any liability to the nondefaulting or nonbreaching party. The        
provisions of this Section 10.02 and Sections 8.04 (Confidentiality), 11.04     
(Expenses), 11.06 (Governing Law), 11.07 (Jurisdiction) and                     

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11.08 (Waiver of Jury Trial) shall survive any termination hereof pursuant to   
Section 10.01.                                                                  

ARTICLE XI

MISCELLANEOUS 

        Section 11.01  Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)   
and shall be given;                                                             

if to Parent or Merger Subsidiary, to:                        

       Tiger Holding Corporation
      c/o Platinum Equity, LLC
                2049 Century Park East, Suite 2700
   Los Angeles, CA 90067
        Attention: Eva M. Kalawski
 Fax: (310) 712-1863

with a copy to:                                               

Riordan & McKinzie
             600 Anton Boulevard, 18th Floor
  Costa Mesa, CA 92626
      Attention: James W. Loss
 Fax: (714) 549-3244

if to the Company, to:                                        

            Tanning Technology Corporation
        4600 South Syracuse Street
Suite 300         
Denver, CO 80237  
           Attention: Jeffrey Greenblatt
 Fax: (720) 294-1444

with a copy to:                                               

                      Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
         Attention: Christopher Ewan
 Fax: (212) 859-4000

or such other address or facsimile number as such party may hereafter specify   
for the purpose by notice to the other parties hereto. All such notices,        
requests and other communications shall be deemed received on the date of       
receipt by the recipient thereof if received prior to 5 p.m., and such day is a 
Business Day, in the place of receipt. Otherwise, any such notice, request or   
communication shall be deemed not to have been received until the next          
succeeding business day in the place of receipt.                                

        Section 11.02  Non-Survival of Representations and Warranties. None of
the representations and warranties contained herein and in any certificate or   
other writing                                                                   

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delivered pursuant hereto shall survive the Effective Time or the termination of
this Agreement.                                                                 

  Section 11.03  Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Effective Time if, but only if, 
such amendment or waiver is in writing and is signed, in the case of an         
amendment, by each party to this Agreement or, in the case of a waiver, by each 
party against whom the waiver is to be effective, provided that, after the      
adoption of this Agreement by the stockholders of the Company and without their 
further approval, no such amendment or waiver shall be made that requires       
further approval by the stockholders of the Company pursuant to Delaware Law    
without the further approval of such stockholders.                              

         (b)     No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the  
exercise of any other right, power or privilege. The rights and remedies herein 
provided shall be cumulative and not exclusive of any rights or remedies        
provided by Law.                                                                

   Section 11.04  Expenses. (a) Except as otherwise provided in this
Section 11.04, all costs and expenses incurred in connection with this Agreement
shall be paid by the party incurring such cost or expense.                      

         (b)     If a Company Payment Event occurs, the Company shall pay Parent
(by wire transfer of immediately available funds) a fee of $375,000 within one  
Business Day of the occurrence of the Company Payment Event (if this Agreement  
is terminated by Parent) or concurrently with the occurrence of the Company     
Payment Event (if this Agreement is terminated by the Company). If the Company  
is or becomes obligated to pay the fee contemplated by the immediately preceding
sentence, the right of Parent to receive such fee shall be Parent's sole remedy 
in respect of the Company Payment Event except for any intentional breach of    
this Agreement.                                                                 

  "Company Payment Event" means any of (x) the termination of this
Agreement pursuant to any of clause (B) of Section 10.01(c)(ii) or Section      
10.01(d)(ii), (y) the termination of this Agreement pursuant to clause (A) of   
Section 10.01(c)(ii) if such withdrawal, modification or change in the Board of 
Directors of the Company's recommendation is made after an Acquisition Proposal 
is publicly announced or communicated to the Board of Directors of the Company  
(or any committee thereof) or (z) an Acquisition Proposal shall have been made  
to the Company or shall have been made directly to the Company's stockholders   
generally or any Person shall have publicly announced an intention (whether or  
not conditional) to make an Acquisition Proposal with respect to the Company and
thereafter (A) the Company's stockholders do not approve and adopt this         
Agreement at the Company Stockholder Meeting, (B) this Agreement is terminated  
by either the Company or Parent and (C) such Acquisition Proposal is consummated
within one (1) year of such termination.                                        

         Section 11.05  Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their  
respective successors and assigns, provided that no party may assign, delegate  
or otherwise transfer any of its rights or obligations under this Agreement     
without the consent of                                                          

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each other party hereto, except that Parent or Merger Subsidiary may transfer or
assign, in whole or from time to time in part, to one or more of their direct or
indirect wholly owned Subsidiaries, the right to enter into the transactions    
contemplated by this Agreement, but any such transfer or assignment will not    
relieve Parent or Merger Subsidiary of its obligations hereunder.               

       Section 11.06  Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware, without regard  
to the conflicts of law rules of such state.                                    

        Section 11.07  Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in  
any federal court located in the State of Delaware or any Delaware state court, 
and each of the parties hereby consents to the exclusive jurisdiction of such   
courts (and of the appropriate appellate courts therefrom) in any such suit,    
action or proceeding and irrevocably waives, to the fullest extent permitted by 
Law, any objection that it may now or hereafter have to the laying of the venue 
of any such suit, action or proceeding in any such court or that any such suit, 
action or proceeding brought in any such court has been brought in an           
inconvenient form. Process in any such suit, action or proceeding may be served 
on any party anywhere in the world, whether within or without the jurisdiction  
of any such court. Without limiting the foregoing, each party agrees that       
service of process on such party as provided in Section 11.01 shall be deemed   
effective service of process on such party.                                     

        Section 11.08  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING   
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED    
HEREBY.                                                                         

   Section 11.09  Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with  
the same effect as if the signatures thereto and hereto were upon the same      
instrument. This Agreement shall become effective when each party hereto shall  
have received counterparts hereof signed by all of the other parties hereto.    

        Section 11.10  No Third Party Beneficiaries. (a) Except as provided in
Section 7.02 (which is intended to be for the benefit of, and may be enforced   
by, the Indemnified Persons), no provision of this Agreement is intended to     
confer any rights, benefits, remedies, obligations or liabilities hereunder upon
any Person other than the parties hereto and their respective successors and    
assigns.                                                                        

        (b)     It is understood and agreed that (i) if any Indemnified Person
shall institute and prevail in any proceedings against Parent in respect of a   
breach by Parent of its covenants and agreements contained in Section 7.02      
hereof, Parent shall pay the reasonable expenses of such Indemnified Person     
(including reasonable attorneys' fees) incurred in connection with such         
proceeding to the fullest extent authorized by applicable Law and (ii) if any   
such Indemnified Person shall institute any proceedings against Parent in       
respect of a breach by Parent of its covenants and agreements                   

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contained in Section 7.02 hereof where the circumstances underlying the claim   
for indemnification arose during the period from the date hereof through the    
Effective Time, Parent shall be obligated to advance to such Indemnified Person 
the reasonable expenses of such Indemnified Person (including reasonable        
attorneys' fees) incurred in connection with such proceeding as such expenses   
are incurred subject to the obligation of such Indemnified Person to reimburse  
such expenses to Parent if such Indemnified Person does not prevail in such     
proceedings.                                                                    

   Section 11.11  Entire Agreement. This Agreement together with the
Exhibits attached hereto, the Disclosure Letter and the Confidentiality         
Agreement constitute the entire agreement between the parties with respect to   
the subject matter of this hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties.                 

Section 11.12  Captions. The captions herein are included for 
convenience of reference only and shall not affect the construction or          
interpretation of any of the provisions of this Agreement.                      

  Section 11.13  Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or   
other authority to be invalid, void or unenforceable, the remainder of the      
terms, provisions, covenants and restrictions of this Agreement shall remain in 
full force and effect and shall in no way be affected, impaired or invalidated  
so long as the economic or legal substance of the transactions contemplated     
hereby is not affected in any manner materially adverse to any party. Upon such 
a determination, the parties shall negotiate in good faith to modify this       
Agreement so as to effect the original intent of the parties as closely as      
possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.          

       Section 11.14  Guarantee of Merger Subsidiary. Parent unconditionally
and irrevocably guarantees the performance by Merger Subsidiary of its          
obligations set forth in this Agreement.                                        

   Section 11.15  Facsimile Signatures. This Agreement and any other
document or agreement executed in connection herewith (other than any document  
for which an originally executed signature page is required by Law) may be      
executed by delivery of a facsimile copy of an executed signature page with the 
same force and effect as the delivery of an originally executed signature page. 
In the event any party delivers a facsimile copy of a signature page to this    
Agreement, or any other document or agreement executed in connection herewith,  
such party shall deliver an originally executed signature page within three (3) 
Business Days of delivering such facsimile signature page or at any time        
thereafter upon request; provided, however, that the failure to deliver any such
originally executed signature page shall not affect the validity of the         
signature page delivered by facsimile, which has and shall continue to have the 
same force and effect as the originally executed signature page.                

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year    
first above written.                                                            

                      TANNING TECHNOLOGY CORPORATION

           By: /s/ Greg Conley
                         -------------------------
         Name: Greg Conley
                Title: CEO and President

                 TIGER HOLDING CORPORATION

            By: /s/ Eva Kalawski
                         -------------------------
          Name: Eva Kalawski
                           Title: Vice President and Secretary

                TIGER MERGER CORPORATION

            By: /s/ Eva Kalawski
                         -------------------------
          Name: Eva Kalawski
                           Title: Vice President and Secretary

The undersigned, Platinum Equity, LLC, hereby agrees to be responsible for the  
performance by Parent of, and to cause Parent to perform, all of its obligations
under this Agreement that are to be performed by Parent on or prior to the      
Effective Time, including, without limitation, payment of the Merger            
Consideration as provided herein, to the same extent as if Platinum Equity, LLC 
were Parent hereunder. The obligations of Platinum Equity, LLC pursuant to this 
undertaking shall terminate and be of no further force or effect immediately    
upon the Effective Time.                                                        

            PLATINUM EQUITY, LLC

            By: /s/ Eva Kalawski
                         -------------------------
          Name: Eva Kalawski
                                  Title: Vice President, General Counsel and
               Secretary

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                                                                         ANNEX B

                                                                  [TANNING LOGO]

April 18, 2003                                                                  

Special Committee of the Board of Directors                                     
Tanning Technology Corporation                                                  
4600 South Syracuse Street, Suite 300                                           
Denver, Colorado                                                                

Members of the Special Committee:                                               

You have requested our opinion (the "Fairness Opinion") as to the fairness, from
a financial point of view, of the per share cash consideration (the "Merger     
Consideration") to be received by the holders of common stock of Tanning        
Technology Corporation (the "Company") in connection with the proposed          
acquisition of the Company by Platinum Equity, LLC ("Platinum"), pursuant to the
Agreement and Plan of Merger related thereto and dated April 18, 2003 (the      
"Merger Agreement"). Pursuant to the terms of the Merger Agreement, at closing a
wholly-owned subsidiary of Platinum ("Merger Subsidiary") shall be merged with  
and into the Company (the "Merger"), whereupon each issued share of Company     
common stock ("Company Common Stock") shall be converted into the right to      
receive cash consideration in an amount equal to $24,000,000, less amounts      
payable to holders of options to purchase shares of Company Common Stock,       
divided by the number of shares of Company Common Stock outstanding at the      
Effective Time (as defined in the Merger Agreement)(the "Per Share Merger       
Consideration"), without interest, and the separate existence of Merger         
Subsidiary shall cease and the Company shall be the surviving corporation. For  
purposes of this Fairness Opinion, we have assumed that there will be 20,802,305
shares of Company Common Stock outstanding at the Effective Time and, therefore,
the Per Share Merger Consideration will equal $1.1537.                          

Adams, Harkness & Hill, Inc. ("AH&H"), as part of its investment banking        
activities, is continually engaged in the valuation of businesses and their     
securities in connection with mergers and acquisitions, negotiated              
underwritings, secondary distributions of listed and unlisted securities,       
private placements and valuations for corporate and other purposes. We have been
engaged to render a Fairness Opinion in connection with the Merger by the       
Special Committee of the Board of Directors of the Company and will receive a   
fee for our services.                                                           

Our Fairness Opinion addresses only the fairness of the Merger Consideration    
from a financial point of view to the holders of Company Common Stock and does  
not address any other aspect of the Merger, nor does it constitute a            
recommendation to any holder of Company Common Stock as to how to vote with     
respect to the Merger. In the ordinary course of our business, we may trade in  
Company Common Stock for our own account and for the accounts of our customers  
and may at any time hold a long or short position in Company Common Stock.      

In developing our Fairness Opinion, we have, among other things: (i) reviewed   
the Company's Forms 10-K, 10-Q and other documents as filed with the Securities 
and Exchange Commission for the three-year period ending December 31, 2002; (ii)
analyzed certain internal financial statements including projected financial and
operating data concerning the Company prepared by Company management; (iii)     
conducted discussions with members of senior management of the Company; (iv)    
reviewed the historical market prices and trading activity Company Common Stock 
and compared them with those of certain publicly traded companies we deemed to  
be relevant and comparable to the Company; (v) compared the results of          
operations of the Company with the result of operations of certain companies we 
deemed to be relevant and comparable to the Company; (vi) compared the financial
terms of the Merger with the financial terms of certain other mergers and       
acquisitions we deemed to be relevant and comparable to the Merger; (vii)       
reviewed a draft of the Merger Agreement as the date hereof; and (viii) reviewed
such other financial studies and analyses, performed such                       
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                                     Special Committee of the Board of Directors
                                                  Tanning Technology Corporation
                                                                  April 18, 2003
                                                                         Page  2

other investigations, and took into account such other matters as we deemed     
necessary, including an assessment of general economic, market and monetary     
conditions.                                                                     

In connection with our review and arriving at our Fairness Opinion, we have not 
independently verified any information received from the Company, have relied on
such information, have assumed that all such information is complete and        
accurate in all material respects, and have relied on assurances of management  
that they are not aware of any facts that would make such information           
misleading. With respect to any internal forecasts reviewed relating to the     
prospects of the Company, we have assumed that they have been reasonably        
prepared on bases reflecting the best currently available estimates and         
judgments of Company management. We have also assumed that the Merger will be   
consummated upon the terms set forth in the draft Merger Agreement.             

We express no opinion as to whether any alternative transaction might produce   
consideration for the Company's stockholders in an amount in excess of the Per  
Share Merger Consideration.                                                     

Our Fairness Opinion is rendered on the basis of economic and market conditions 
prevailing and on the prospects, financial and otherwise of the Company known to
us as of the date hereof. It should be understood that (i) subsequent           
developments may affect the conclusions expressed in this Fairness Opinion if   
this Fairness Opinion were rendered as of a later date, and (ii) Adams, Harkness
& Hill, Inc. disclaims any obligation to advise any person of any change in any 
manner affecting this Fairness Opinion that may come to our attention after the 
date of this Fairness Opinion. We have not conducted, nor have we received      
copies of, any independent valuation or appraisal of any of the assets of the   
Company. In addition, we have assumed, with your consent, that any material     
liabilities (contingent or otherwise, known or unknown) of the Company are as   
set forth in the financial statements of the Company.                           

This letter is for the information of the Special Committee and the Board of    
Directors of the Company and may not be used for any other purpose without our  
prior written consent, except that this Fairness Opinion may be included in its 
entirety in any filing made by the Company with the Securities and Exchange     
Commission with respect to the Merger as contemplated. This Fairness Opinion    
does not address the relative merits of the Merger or the other business        
strategies that the Special Committee has considered or may be considering, nor 
does it address the decision of the Special Committee or the Board of Directors 
of the Company to proceed with the Merger.                                      

Based upon and subject to the foregoing, it is our opinion that the Per Share   
Merger Consideration to be received by the holders of Company Common Stock in   
connection with the Merger is fair, from a financial point of view, to such     
holders.                                                                        

Sincerely,                                                                      

ADAMS, HARKNESS & HILL, INC.                                                    

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                                                                         ANNEX C

VOTING AGREEMENT

         THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
April 18, 2003, by and among Tiger Holding Corporation, a Delaware corporation  
("Parent"), and those certain stockholders set forth on the signature pages     
hereto (each individually, a "Stockholder" and collectively, the "Stockholders")
of Tanning Technology Corporation, a Delaware corporation (the "Company").      

RECITALS

         A.     Concurrently with the execution of this Agreement, Parent, Tiger
Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent
("Merger Subsidiary"), and the Company are entering into an Agreement and Plan  
of Merger of even date herewith (the "Merger Agreement") pursuant to which      
Merger Subsidiary will merge with and into the Company (the "Merger").          
Capitalized terms that are used in this Agreement and are not otherwise defined 
herein will have the same meanings that such terms have in the Merger Agreement.

        B.     As of the date hereof, each Stockholder is the beneficial owner
(as defined in Rule 13d-3 promulgated under the 1934 Act) with respect to, in   
the aggregate, such number of Shares (as defined herein) listed opposite such   
Stockholder's name on Schedule A attached hereto.                               

       C.     Each Stockholder is entering into this Agreement as a material
inducement and consideration to Parent to enter into the Merger Agreement.      

  NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained       
herein, the parties hereto hereby agree as follows:                             

1.     Definitions.                                           

               (a)     "Expiration Date" means the earlier to occur of (i) the
Effective Time and (ii) the termination of the Merger Agreement in accordance   
with its terms.                                                                 

           (b)     "Shares" means all issued and outstanding shares of
Company Stock owned beneficially (as defined in Rule 13d-3 promulgated under the
1934 Act) by each Stockholder, in each case, on the date hereof; provided,      
however, that any and all other shares of capital stock of the Company with     
respect to which such Stockholder becomes the record or beneficial owner or over
which such Stockholder otherwise exercises voting power after the execution of  
this Agreement and prior to the Expiration Date, including, without limitation, 
in the event of a dividend or distribution of capital stock of the Company, or  
any change in the Company's capital stock or the like, all shares of the        
Company's capital stock issued or distributed pursuant to such stock dividends  
and distributions and any shares of the Company's capital stock into which or   
for which any or all of the shares otherwise held by such                       

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Stockholder may be so changed or exchanged, shall be subject to the terms and   
conditions of this Agreement to the same extent as if they constituted Shares on
the date hereof.                                                                

        (c)     "Transfer" with respect to any security means to
directly or indirectly: (i) sell, assign, pledge, encumber, transfer or dispose 
of, or grant an option with respect to, such security or any interest in such   
security; or (ii) enter into an agreement or commitment providing for the sale, 
assignment pledge, encumbrance, transfer or disposition of, or grant of an      
option with respect to, such security or any interest therein.                  

2.     Agreement to Vote.                                     

               2.1     Voting Agreement. Each Stockholder hereby covenants and
agrees that, prior to the Expiration Date, at any meeting (whether annual or    
special and whether or not an adjourned or postponed meeting) of the            
stockholders of the Company, however called, unless otherwise directed in       
writing by Parent, each Stockholder will appear at the meeting or otherwise     
cause such Stockholder's Shares to be counted as present thereat for purposes of
establishing a quorum and vote or cause to be voted the Shares:                 

         (a)     in favor of the adoption of the Merger Agreement;

                (b)     to the extent a vote is solicited in connection with the
approval of any action, agreement or proposal that would result in a breach of  
any representation, warranty, covenant or obligation of the Company in the      
Merger Agreement or that would delay or hinder the consummation of the Merger or
that would preclude fulfillment of a condition precedent under the Merger       
Agreement to the Company's, Parent's or Merger Subsidiary's obligation to       
consummate the Merger, against the approval of such action, agreement or        
proposal; and                                                                   

             (c)     against approval of any action, agreement or proposal
made in opposition to or in competition with the consummation of the Merger, or 
that would preclude the consummation of the Merger, including, without          
limitation, any Acquisition Proposal.                                           

               2.2     Irrevocable Proxy. Contemporaneously with the execution
of this Agreement, each Stockholder will deliver to Parent a proxy with respect 
to such Stockholder's Shares in the form attached hereto as Exhibit 1, which    
proxy will be irrevocable to the fullest extent permitted by applicable Law (the
"Proxy"); except that the Proxy shall be automatically revoked and of no further
force and effect upon termination of this Agreement in accordance with its      
terms.                                                                          

2.3     Transfer and Other Restrictions.        

               (a)     From and after the date hereof until the termination of
this Agreement, each Stockholder agrees not to, directly or indirectly:         

             (i)     except pursuant to the terms of the Merger Agreement,
Transfer any or all of the Shares;                                              

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               (ii)     grant any proxy, power of attorney, deposit any Shares
into a voting trust or enter into a voting agreement or arrangement with respect
to the Shares except as provided in this Agreement; or                          

   (iii)     take any other action that would make any
representation or warranty of such Stockholder contained herein untrue or       
incorrect or have the effect of preventing or disabling such Stockholder from   
performing its obligations under this Agreement.                                

             (b)     To the extent that any Stockholder is, as of the date
hereof, party to a contract or agreement that requires such Stockholder to      
Transfer Shares to another person or entity (excluding a contract or agreement  
pledging Shares to the Company), such Stockholder will not effect any such      
Transfer unless, prior to such Transfer, such Stockholder causes the transferee 
to be bound by and to execute an agreement in the form of this Agreement with   
respect to the Shares to be Transferred.                                        

              (c)     Each Stockholder agrees with, and covenants to, Parent
that such Stockholder shall not request that the Company register the Transfer  
(book-entry or otherwise) of any certificate or uncertificated interest         
representing any Shares, unless such Transfer is made pursuant to and in        
compliance with this Agreement.                                                 

                (d)     The foregoing restrictions shall not prohibit a Transfer
of Shares (i) in the case of an individual, to any member of his or her         
immediate family, to a trust for the benefit of such Stockholder or any member  
of his or her immediate family or a Transfer of Shares upon the death of any    
Stockholder or (ii) in the case of a partnership or limited liability company,  
to one or more partners or members or to an affiliated entity; provided,        
however, that in each such case, (x) such Transfer is for no consideration of   
any kind and (y) any transferee shall, as a condition to such Transfer, agree in
a writing delivered to Parent, to be bound by the terms and conditions of this  
Agreement and execute and deliver to Parent a proxy in the form attached hereto.

       3.     Waivers. Each Stockholder agrees not to exercise any rights of
appraisal and any dissenters' rights that such Stockholder may have (whether    
under applicable Law or otherwise) or could potentially have or acquire in      
connection with the Merger.                                                     

       4.     Representations, Warranties and Covenants of Stockholder. Each
Stockholder hereby represents, warrants and covenants to Parent severally, and  
not jointly, as follows:                                                        

           4.1     Authority, Enforceability. Such Stockholder has the
power and authority to enter into, execute, deliver and perform such            
Stockholder's obligations under this Agreement and to make the representations, 
warranties and covenants made by such Stockholder herein. This Agreement has    
been duly executed and delivered by such Stockholder and constitutes a legal,   
valid and binding obligation of such Stockholder, enforceable against such      
Stockholder in accordance with its terms, subject to (i) Laws of general        
application relating to bankruptcy, insolvency and the relief of debtors and    
(ii) rules of Law governing specific performance, injunctive relief and other   
equitable remedies.                                                             

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             4.2     No Conflicts, No Defaults and Consents. The execution
and delivery of this Agreement by such Stockholder does not, and the performance
of this Agreement by such Stockholder will not: (i) conflict with or violate any
order, decree or judgment applicable to such Stockholder or by which such       
Stockholder or any of such Stockholder's properties or Shares is bound or       
affected; (ii) conflict with or violate any agreement to which such Stockholder 
is a party or is subject, including, without limitation, any voting agreement or
voting trust; (iii) result in any breach of or constitute a default (with notice
or lapse of time, or both) under, or give to others any rights of termination,  
amendment, acceleration or cancellation of, or result in the creation of any    
lien, restriction, adverse claim, option on, right to acquire, or any           
encumbrance or security interest in or to such Stockholder's Shares, pursuant to
any agreement, contract or legally binding commitment to which such Stockholder 
is a party or by which such Stockholder or any of such Stockholder's Shares is  
bound or affected, or (iv) require any agreement, contract or legally binding   
commitment of any third party.                                                  

                4.3     Shares Owned. As of the date hereof, such Stockholder is
the record owner with respect to, in the aggregate, the number of shares of     
Company Stock listed opposite such Stockholder's name on Schedule A, and does   
not beneficially own or otherwise have the power to direct the voting with      
respect to, any shares of capital stock of the Company other than the Shares    
listed on Schedule A. Such Stockholder has sole voting power with respect to the
number of shares of Company Stock listed opposite such Stockholder's name on    
Schedule A.                                                                     

   4.4     No Restraint on Officer or Director Action.
Notwithstanding anything herein to the contrary, no person executing this       
Agreement who is, or becomes during the term hereof, a director or an officer of
the Company makes any agreement, understanding or undertaking herein in his or  
her capacity as a director or officer, and the agreements set forth herein shall
in no way restrict any director or officer in the exercise of his or her        
fiduciary duties as a director or officer of the Company. Each Stockholder has  
executed this Agreement solely in his, her or its capacity as the record owner  
of such Stockholder's Shares.                                                   

                4.5     Limited Proxy. Each Stockholder will retain at all times
the right to vote such Stockholder's Shares, in such Stockholder's sole         
discretion, on all matters other than those set forth in Section 2.1 which are  
at any time or from time to time presented to the Company's stockholders        
generally.                                                                      

5.     Miscellaneous.                                         

           5.1     Severability. If any provision of this Agreement is
found by any court of competent jurisdiction to be invalid or unenforceable,    
then the parties hereby waive such provision to the extent that it is found to  
be invalid or unenforceable and to the extent that to do so would not deprive   
one of the parties of the substantial benefit of its bargain. Such provision    
will, to the extent allowable by Law and the preceding sentence, not be voided  
or canceled but will instead be modified by such arbitrator or court so that it 
becomes enforceable and, as modified, will be enforced as any other provision   
hereof, all the other provisions hereof continuing in full force and effect.    

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         5.2     Amendment; Waiver. This Agreement may be amended,
modified, superseded, canceled, renewed, or extended only by an agreement in    
writing executed by Parent and each Stockholder. The failure by any party at any
time to require performance or compliance by another party of any of its        
obligations or agreements will in no way affect the right to require such       
performance or compliance at any time thereafter. No waiver of any kind will be 
effective or binding, unless it is in writing and is signed by the party against
whom such waiver is sought to be enforced.                                      

            5.3     Entire Agreement; No Third Party Beneficiaries. This
Agreement, together with the Merger Agreement, constitutes the entire agreement 
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the     
parties with respect to the subject matter hereof, and are not intended to      
convey upon any person other than Parent and each Stockholder any rights or     
remedies hereunder.                                                             

     5.4     Assignment. This Agreement and all rights and
obligations hereunder are personal to each Stockholder and may not be           
transferred or assigned by any Stockholder at any time. Parent may assign its   
rights, and may delegate its obligations hereunder, to any Subsidiary of Parent;
provided, however, that any such assignee assumes the obligations of Parent     
hereunder. This Agreement will be binding upon, and inure to the benefit of, the
persons or entities who are permitted, by the terms of this Agreement, to be    
successors, assigns and personal representatives of the respective parties      
hereto.                                                                         

             5.5     Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, whether common  
law or statutory, without reference to the choice of law provisions thereof.    

              5.6     Notices. All notices required or permitted pursuant to
this Agreement will be in writing and will be deemed to be properly given when  
actually received by the person entitled to receive the notice at the address   
stated below, or at such other address as a party may provide by notice to the  
other:                                                                          

If to Parent:                                   

Tiger Holding Corporation                       
c/o Platinum Equity LLC                         
2099 Century Park East, Suite 2700              
Los Angeles, CA 90067                           
Attention: Eva M. Kalawski                      

With a copy to:                                 

Riordan & McKinzie                              
600 Anton Boulevard, 18th Floor                 
Costa Mesa, CA 97626                            
Attention: James W. Loss                        

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If to the Stockholders:                                                         

At the address listed on Schedule A.                                            

With a copy to:                                                       

Fried, Frank, Harris, Shriver & Jacobson                                        
One New York Plaza                                                              
New York, NY 10004                                                              
Attention: Christopher Ewan                                                     

                5.7     Specific Performance. The parties hereby acknowledge and
agree that the failure of any party to perform its agreements and covenants     
hereunder, including its failure to take all actions as are necessary on its    
part to the consummation of the Merger, will cause irreparable injury to the    
other parties for which damages, even if available, will not be an adequate     
remedy. Accordingly, each party hereby consents to the issuance of injunctive   
relief by any court of competent jurisdiction to compel performance of such     
party's obligations and to the granting by any court of the remedy of specific  
performance of its obligations hereunder.                                       

       5.8     Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which, taken 
together, constitute one and the same agreement.                                

           5.9     Titles. The titles and captions of the sections and
paragraphs of this Agreement are included for convenience of reference only and 
will have no effect on the construction or meaning of this Agreement.           

                5.10     Termination. This Agreement will be terminated and will
be of no further force and effect upon the Expiration Date.                     

               5.11     Nonsurvival of Representations and Warranties. None of
the representations and warranties in this Agreement or in any schedule,        
instrument or other document delivered pursuant to this Agreement shall survive 
the Expiration Date.                                                            

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IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first above written.                                   

                       TIGER HOLDING CORPORATION

                  By: /s/ EVA KALAWSKI
                                          --------------------------------------
                        Name: Eva Kalawski
                                         Title: Vice President and Secretary

                 TTC INVESTORS I LLC

                                By:     AEA Tanning Investors Inc.
                        its member

                                          By: /s/ CHRISTOPHER P. MAHAN
                                                --------------------------------
                                                Name: Christopher P. Mahan
                                           Title: Vice President

                  TTC INVESTORS II LLC

                                By:     AEA Tanning Investors Inc.
                        its member

                                          By: /s/ CHRISTOPHER P. MAHAN
                                                --------------------------------
                                                Name: Christopher P. Mahan
                                           Title: Vice President

                  TTC INVESTORS IA LLC

                                By:     AEA Tanning Investors Inc.
                        its member

                                          By: /s/ CHRISTOPHER P. MAHAN
                                                --------------------------------
                                                Name: Christopher P. Mahan
                                           Title: Vice President

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                   TTC INVESTORS IIA LLC

                                By:     AEA Tanning Investors Inc.
                        its member

                                          By: /s/ CHRISTOPHER P. MAHAN
                                                --------------------------------
                                                Name: Christopher P. Mahan
                                           Title: Vice President

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                                  TANNING FAMILY PARTNERSHIP, L.L.L.P.

                                By:     Courtney Rose Corporation,
                                 its General Partner

                                      By: /s/ LARRY G. TANNING
                                                --------------------------------
                                            Name: Larry G. Tanning
                                      Title: President

                  /s/ LARRY G. TANNING
                                       -----------------------------------------
              Larry G. Tanning

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                                                   EXHIBIT 1 TO VOTING AGREEMENT

IRREVOCABLE PROXY 

       The undersigned stockholder (the "Stockholder") of Tanning Technology
Corporation, a Delaware corporation, (the "Company") hereby irrevocably (to the 
fullest extent permitted by applicable law) appoints and constitutes those      
officers of Tiger Holding Corporation, a Delaware corporation ("Parent")        
designated by Parent in writing and each of them (collectively, the             
"Proxyholders"), the agents, attorneys and proxies of the undersigned, with full
power of substitution and resubstitution, to the fullest extent of the          
undersigned's rights with respect to (i) the shares of capital stock of the     
Company held of record by the undersigned as of the date of this proxy, which   
shares are specified on Schedule A to the Voting Agreement (as defined in the   
Voting Agreement dated as of the date hereof, between Parent and the undersigned
(the "Voting Agreement"); and (ii) any and all other shares of capital stock of 
the Company with respect to which the undersigned shall become the record or    
beneficial owner or over which the undersigned shall otherwise exercise voting  
power after the date hereof, including, without limitation, in the event of a   
dividend or distribution of capital stock of the Company, or any change in the  
Company's capital stock by reason of any stock dividend, split-up,              
recapitalization, combination, exchange of shares or the like, all shares of the
Company's capital stock issued or distributed pursuant to such stock dividends  
and distributions and any shares of the Company's capital stock into which or   
for which any or all of the shares otherwise held by the undersigned may be so  
changed or exchanged. (The shares of the capital stock of the Company referred  
to in clauses (i) and (ii) of the immediately preceding sentence are            
collectively referred to as the "Shares.") Upon the execution hereof, all prior 
proxies given by the undersigned with respect to any of the Shares are hereby   
revoked, and no subsequent proxies will be given with respect to any of the     
Shares until such time as this proxy shall be terminated in accordance with its 
terms.                                                                          

       The Proxyholders named above will be empowered, and may exercise this
proxy, to vote the Shares at any time until the Expiration Date (as defined in  
the Voting Agreement) at any meeting of the shareholders of the Company, however
called, or in any action by written consent of shareholders of the Company with 
respect to the following matters and only the following matters:                

                (i)  in favor of the adoption of the Agreement and Plan of
Merger by and among Parent, Tiger Merger Corporation, a Delaware corporation and
a wholly owned subsidiary of Parent ("Merger Subsidiary"), and the Company,     
dated as of the date hereof (the "Merger Agreement");                           

                 (ii)  against approval of any action, agreement or proposal
that would result in a breach of any representation, warranty, covenant or      
obligation of the Company in the Merger Agreement or that would delay or hinder 
the consummation of the Merger or that would preclude fulfillment of a condition
precedent under the Merger Agreement to the Company's, Parent's or Merger       
Subsidiary's obligation to consummate the Merger; and                           

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                  (iii)  against approval of any action, agreement or proposal
made in opposition to or in competition with the consummation of the Merger, or 
that would preclude the consummation of the Merger, including, without          
limitation, any Acquisition Proposal (as defined in the Merger Agreement).      

       The Proxyholders may not exercise this proxy on any other matter. The
Stockholder may vote the Shares on all such other matters. The proxy granted by 
the Stockholder to the Proxyholders hereby is granted as of the date of this    
Irrevocable Proxy in order to secure the obligations of the Stockholder set     
forth in Section 2 of the Voting Agreement.                                     

       This proxy will terminate upon the Expiration Date. Any obligation of
the undersigned hereunder shall be binding upon the successors and assigns of   
the undersigned. The undersigned Stockholder authorizes the Proxyholders to file
this proxy and any substitution or revocation of substitution with the Secretary
of the Company and with any Inspector of Elections at any meeting of the        
shareholders of the Company.                                                    

   This proxy is irrevocable, is coupled with an interest, and shall
survive the insolvency, incapacity, death or liquidation of the undersigned and 
will be binding upon the heirs, successors and assigns of the undersigned       
(including any transferee of any of the Shares).                                

Dated: April  -- , 2003                                                         

         SHAREHOLDER

 By:
                                       -----------------------------------------

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SCHEDULE A

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------
             NAME                               ADDRESS                  # OF SHARES  
                                                                                      
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
TTC Investors I LLC              c/o AEA Investors LLC                       984,237  
                                 Park Avenue Tower                                    
                                 65 East 55th Street                                  
                                 New York, New York 10022                             
--------------------------------------------------------------------------------------
TTC Investors II LLC             c/o AEA Investors LLC                     4,143,022  
                                 Park Avenue Tower                                    
                                 65 East 55th Street                                  
                                 New York, New York 10022                             
--------------------------------------------------------------------------------------
TTC Investors IA LLC             c/o AEA Investors LLC                       108,986  
                                 Park Avenue Tower                                    
                                 65 East 55th Street                                  
                                 New York, New York 10022                             
--------------------------------------------------------------------------------------
TTC Investors IIA LLC            c/o AEA Investors LLC                       460,524  
                                 Park Avenue Tower                                    
                                 65 East 55th Street                                  
                                 New York, New York 10022                             
--------------------------------------------------------------------------------------
Tanning Family Partnership,      c/o Tanning Technology Corporation        2,887,647  
  L.L.L.P.                       4600 South Syracuse Street, Suite 300                
                                 Denver, Colorado 80237                               
--------------------------------------------------------------------------------------
Larry G. Tanning                 c/o Tanning Technology Corporation          200,362  
                                 4600 South Syracuse Street, Suite 300                
                                 Denver, Colorado 80237                               
--------------------------------------------------------------------------------------

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                                                                         ANNEX D

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW 
APPRAISAL RIGHTS
----------------------------------------------------

(a) Any stockholder of a corporation of this State who holds shares of stock on 
the date of the making of a demand pursuant to subsection (d) of this   
section with respect to such shares, who continuously holds such shares 
    through the effective date of the merger or consolidation, who has otherwise
 complied with subsection (d) of this section and who has neither voted in
favor of the merger or consolidation nor consented thereto in writing   
  pursuant to Section 228 of this title shall be entitled to an appraisal by
    the Court of Chancery of the fair value of the stockholder's shares of stock
under the circumstances described in subsections (b) and (c) of this    
  section. As used in this section, the word "stockholder" means a holder of
record of stock in a stock corporation and also a member of record of a 
    nonstock corporation; the words "stock" and "share" mean and include what is
  ordinarily meant by those words and also membership or membership interest
 of a member of a nonstock corporation; and the words "depository receipt"
 mean a receipt or other instrument issued by a depository representing an
  interest in one or more shares, or fractions thereof, solely of stock of a
corporation, which stock is deposited with the depository.              

(b) Appraisal rights shall be available for the shares of any class or series of
stock of a constituent corporation in a merger or consolidation to be   
  effected pursuant to Section 251 (other than a merger effected pursuant to
Section 251(g) of this title), Section 252, Section 254, Section 257,   
Section 258 or Section 264 of this title:                               

(1) Provided, however, that no appraisal rights under this section shall be     
 available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to     
   determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or          
   consolidation, were either: (i) listed on a national securities exchange or
   designated as a national market system security on an interdealer quotation
   system by the National Association of Securities Dealers, Inc. or (ii) held
    of record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent    
corporation surviving a merger if the merger did not require for its    
approval the vote of the stockholders of the surviving corporation as   
provided in subsection (f) of Section 251 of this title.                

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under    
this section shall be available for the shares of any class or series of
 stock of a constituent corporation if the holders thereof are required by
the terms of an                                                         

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agreement of merger or consolidation pursuant to Sections 251, 252, 254,
257, 258, 263 and 264 of this title to accept for such stock anything   
except:                                                                 

 a.  Shares of stock of the corporation surviving or resulting from such
     merger or consolidation, or depository receipts in respect thereof;

 b.  Shares of stock of any other corporation, or depository receipts in
   respect thereof, which shares of stock (or depository receipts in
      respect thereof) or depository receipts at the effective date of the
        merger or consolidation will be either listed on a national securities
   exchange or designated as a national market system security on an
        interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;   

 c.  Cash in lieu of fractional shares or fractional depository receipts
       described in the foregoing subparagraphs a. and b. of this paragraph;
or                                                            

     d.  Any combination of the shares of stock, depository receipts and cash in
       lieu of fractional shares or fractional depository receipts described
 in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to 
    a merger effected under Section 253 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall be  
available for the shares of the subsidiary Delaware corporation.        

(c) Any corporation may provide in its certificate of incorporation that        
    appraisal rights under this section shall be available for the shares of any
   class or series of its stock as a result of an amendment to its certificate
   of incorporation, any merger or consolidation in which the corporation is a
constituent corporation, or the sale of all or substantially all of the 
    assets of the corporation. If the certificate of incorporation contains such
 a provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is    
practicable.                                                            

(d) Appraisal rights shall be perfected as follows:                             

(1) If a proposed merger or consolidation for which appraisal rights are        
   provided under this section is to be submitted for approval at a meeting of
  stockholders, the corporation, not less than 20 days prior to the meeting,
 shall notify each of its stockholders who was such on the record date for
    such meeting with respect to shares for which appraisal rights are available
    pursuant to subsection (b) or (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall 
   include in such notice a copy of this section. Each stockholder electing to
demand the appraisal of such stockholder's shares shall deliver to the  
    corporation, before the taking of the vote on the merger or consolidation, a
   written demand for appraisal of such stockholder's shares. Such demand will
 be sufficient if it reasonably informs the corporation of the identity of
the stockholder and that the stockholder intends thereby to demand the  
  appraisal of such stockholder's shares. A proxy or vote against the merger
or consolidation shall not                                              

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    constitute such a demand. A stockholder electing to take such action must do
    so by a separate written demand as herein provided. Within 10 days after the
  effective date of such merger or consolidation, the surviving or resulting
 corporation shall notify each stockholder of each constituent corporation
who has complied with this subsection and has not voted in favor of or  
consented to the merger or consolidation of the date that the merger or 
consolidation has become effective; or                                  

(2) If the merger or consolidation was approved pursuant to Section 228 or      
  Section 253 of this title, each constituent corporation, either before the
    effective date of the merger or consolidation or within ten days thereafter,
shall notify each of the holders of any class or series of stock of such
    constituent corporation who are entitled to appraisal rights of the approval
  of the merger or consolidation and that appraisal rights are available for
any or all shares of such class or series of stock of such constituent  
corporation, and shall include in such notice a copy of this section;   
   provided that, if the notice is given on or after the effective date of the
merger or consolidation, such notice shall be given by the surviving or 
    resulting corporation to all such holders of any class or series of stock of
    a constituent corporation that are entitled to appraisal rights. Such notice
may, and if given on or after the effective date of the merger or       
   consolidation, shall also notify such stockholders of the effective date of
 the merger or consolidation. Any stockholder entitled to appraisal rights
may, within 20 days after the date of mailing of such notice, demand in 
 writing from the surviving or resulting corporation the appraisal of such
    holder's shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder 
intends thereby to demand the appraisal of such holder's shares. If such
 notice did not notify stockholders of the effective date of the merger or
 consolidation, either: (i) each such constituent corporation shall send a
second notice before the effective date of the merger or consolidation  
notifying each of the holders of any class or series of stock of such   
constituent corporation that is entitled to appraisal rights of the     
effective date of the merger or consolidation or (ii) the surviving or  
    resulting corporation shall send such a second notice to all such holders on
    or within 10 days after such effective date; provided, however, that if such
  second notice is sent more than 20 days following the sending of the first
notice, such second notice need only be sent to each stockholder who is 
    entitled to appraisal rights and who has demanded appraisal of such holder's
   shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is 
    required to give either notice that such notice has been given shall, in the
  absence of fraud, be prima facie evidence of the facts stated therein. For
   purposes of determining the stockholders entitled to receive either notice,
  each constituent corporation may fix, in advance, a record date that shall
 be not more than 10 days prior to the date the notice is given, provided,
   that if the notice is given on or after the effective date of the merger or
 consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the                      

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 effective date, the record date shall be the close of business on the day
next preceding the day on which the notice is given.                    

(e) Within 120 days after the effective date of the merger or consolidation, the
   surviving or resulting corporation or any stockholder who has complied with
 subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a        
determination of the value of the stock of all such stockholders.       
Notwithstanding the foregoing, at any time within 60 days after the     
 effective date of the merger or consolidation, any stockholder shall have
   the right to withdraw such stockholder's demand for appraisal and to accept
 the terms offered upon the merger or consolidation. Within 120 days after
  the effective date of the merger or consolidation, any stockholder who has
complied with the requirements of subsections (a) and (d) hereof, upon  
    written request, shall be entitled to receive from the corporation surviving
    the merger or resulting from the consolidation a statement setting forth the
    aggregate number of shares not voted in favor of the merger or consolidation
  and with respect to which demands for appraisal have been received and the
   aggregate number of holders of such shares. Such written statement shall be
 mailed to the stockholder within 10 days after such stockholder's written
request for such a statement is received by the surviving or resulting  
    corporation or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is later.  

(f) Upon the filing of any such petition by a stockholder, service of a copy    
thereof shall be made upon the surviving or resulting corporation, which
  shall within 20 days after such service file in the office of the Register
   in Chancery in which the petition was filed a duly verified list containing
 the names and addresses of all stockholders who have demanded payment for
  their shares and with whom agreements as to the value of their shares have
   not been reached by the surviving or resulting corporation. If the petition
    shall be filed by the surviving or resulting corporation, the petition shall
    be accompanied by such a duly verified list. The Register in Chancery, if so
   ordered by the Court, shall give notice of the time and place fixed for the
    hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the  
addresses therein stated. Such notice shall also be given by one or more
    publications at least one week before the day of the hearing, in a newspaper
    of general circulation published in the City of Wilmington, Delaware or such
  publication as the Court deems advisable. The forms of the notices by mail
and by publication shall be approved by the Court, and the costs thereof
shall be borne by the surviving or resulting corporation.               

(g) At the hearing on such petition, the Court shall determine the stockholders 
who have complied with this section and who have become entitled to     
  appraisal rights. The Court may require the stockholders who have demanded
    an appraisal for their shares and who hold stock represented by certificates
to submit their certificates of stock to the Register in Chancery for   
notation                                                                

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    thereon of the pendency of the appraisal proceedings; and if any stockholder
  fails to comply with such direction, the Court may dismiss the proceedings
as to such stockholder.                                                 

(h) After determining the stockholders entitled to an appraisal, the Court shall
  appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid
 upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In       
  determining the fair rate of interest, the Court may consider all relevant
factors, including the rate of interest which the surviving or resulting
    corporation would have had to pay to borrow money during the pendency of the
    proceeding. Upon application by the surviving or resulting corporation or by
any stockholder entitled to participate in the appraisal proceeding, the
    Court may, in its discretion, permit discovery or other pretrial proceedings
    and may proceed to trial upon the appraisal prior to the final determination
of the stockholder entitled to an appraisal. Any stockholder whose name 
    appears on the list filed by the surviving or resulting corporation pursuant
  to subsection (f) of this section and who has submitted such stockholder's
   certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that
such stockholder is not entitled to appraisal rights under this section.

(i)  The Court shall direct the payment of the fair value of the shares,        
   together with interest, if any, by the surviving or resulting corporation
   to the stockholders entitled thereto. Interest may be simple or compound,
     as the Court may direct. Payment shall be so made to each such stockholder,
   in the case of holders of uncertificated stock forthwith, and the case of
 holders of shares represented by certificates upon the surrender to the
     corporation of the certificates representing such stock. The Court's decree
    may be enforced as other decrees in the Court of Chancery may be enforced,
  whether such surviving or resulting corporation be a corporation of this
State or of any state.                                                

(j) The costs of the proceeding may be determined by the Court and taxed upon   
the parties as the Court deems equitable in the circumstances. Upon     
 application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal   
 proceeding, including, without limitation, reasonable attorney's fees and
  the fees and expenses of experts, to be charged pro rata against the value
of all the shares entitled to an appraisal.                             

(k) From and after the effective date of the merger or consolidation, no        
   stockholder who has demanded appraisal rights as provided in subsection (d)
  of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
    dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation);   
provided, however, that if no petition for an appraisal shall be filed  
within the time                                                         

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provided in subsection (e) of this section, or if such stockholder shall
 deliver to the surviving or resulting corporation a written withdrawal of
  such stockholder's demand for an appraisal and an acceptance of the merger
or consolidation, either within 60 days after the effective date of the 
merger or consolidation as provided in subsection (e) of this section or
  thereafter with the written approval of the corporation, then the right of
    such stockholder to an appraisal shall cease. Notwithstanding the foregoing,
 no appraisal proceeding in the Court of Chancery shall be dismissed as to
   any stockholder without the approval of the Court, and such approval may be
conditioned upon such terms as the Court deems just.                    

(l) The shares of the surviving or resulting corporation to which the shares of 
  such objecting stockholders would have been converted had they assented to
    the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.                       

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PROXY                                                                           

TANNING TECHNOLOGY CORPORATION

 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TANNING TECHNOLOGY
  CORPORATION FOR THE SPECIAL MEETING OF STOCKHOLDERS ON [   ], 2003

       The undersigned, hereby revoking any contrary proxy previously given,
hereby appoints Gregory A. Conley and Katherine L. Scherping, and each of them, 
attorneys and proxies, with full power of substitution and revocation, to vote  
all of the shares of the undersigned in Tanning Technology Corporation (the     
"Company") entitled to vote at the special meeting of stockholders of the       
Company on [   ], 2003, and at any adjournment thereof, as indicated on the     
reverse side. Except as otherwise indicated on the reverse side, the undersigned
authorizes the proxies appointed hereby to vote all shares of stock of the      
Company standing in the name of the undersigned stockholder.                    

        THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR       
PROPOSAL 1 WITH THE DISCRETIONARY AUTHORITY DESCRIBED ABOVE.                    

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE                                                     SEE REVERSE     
SIDE                                                             SIDE     

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--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER
--------------------------------------------------------------------------------

[X] Please mark your vote as in this example                                    

1. Proposal to adopt the Agreement and Plan of Merger, dated as of April 18,    
2003, by and among Tiger Holding Corporation, Tiger Merger Corporation and      
Tanning Technology Corporation.                                                 

FOR  [ ]   AGAINST [ ]    ABSTAIN  [ ]                                          

    The Board of Directors recommends a vote "FOR" the proposal.

                 MARK HERE FOR         [             ]
                 ADDRESS CHANGE        [             ]
                 AND NOTE TO LEFT      [             ]

      Please return your signed proxy at once in the
       enclosed envelope, which requires no postage if
           mailed in the United States, even though you expect
to attend the meeting in person.        

          The undersigned hereby acknowledges receipt of the
     Notice of Special Meeting and Proxy Statement
dated [   ], 2003.                      

       Please date and sign below. If a joint account,
 each owner should sign. When signing in a
          representative capacity, please give title. Please
    sign here exactly as name is printed hereon.

Dates Referenced Herein   and   Documents Incorporated by Reference

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