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EXHIBIT 10.15
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of October 4, 2001 (this "AGREEMENT"),
by and between SIGNONLINE, INC., a Delaware corporation ("SELLER"),
and WAVE SYSTEMS CORP., a Delaware corporation (the "BUYER").
RECITALS
WHEREAS, the Seller is a debtor and debtor in possession in a Chapter
11 case pending before the United States Bankruptcy Court for the Central
District of California (the "BANKRUPTCY COURT") under Case No. SA01-16067JB; and
WHEREAS, the Seller desires to sell to the Buyer all of the Seller's
right, title and interest in and to certain of its assets, and the Buyer is
willing to purchase such assets on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Buyer and the Seller, subject to the entry of an order by the
Bankruptcy Court approving the transaction contemplated by this Agreement,
hereby agree as follows:
1. PURCHASE OF ASSETS.
Upon the terms and subject to the conditions of this Agreement, at the
Closing (as defined in Section 4 hereof), the Seller shall transfer, sell,
convey, assign, and deliver to the Buyer, and the Buyer shall purchase from the
Seller, free and clear of all liens, claims, interests, and encumbrances of any
kind, nature or description, all of the Seller's right, title and interest in
and to the following assets and property of the Seller (the "ASSETS"):
(a) All right, title and interest in and to all of the software and
other technology of any kind owned in whole or in part by the Seller, including
without limitation all: United States or foreign patents and copyrights; United
States or foreign patent and copyright registrations and applications (including
without limitation Process Patent Application Number 09/415893); rights to make,
use, practice and/or sell (or license or otherwise transfer or dispose of) the
inventions disclosed or claimed in any such patent or patent application; rights
(but not obligations) to make and prosecute applications for such patents;
continuations-in-part, continued prosecution applications, requests for
continued examination, reissues, reexaminations, renewals or extensions to any
such patents or patent applications; object code and source code (whether or not
in current version); flowcharts; block diagrams; designs; technical information;
inventions (whether or not patentable); improvements,; know-how; trade secrets;
formulae; processes; bug-fixes; modifications; enhancements; works in progress;
versions and other related proprietary information or intellectual property
rights of any kind including all products and proceeds (including insurance
proceeds) of any and all of the foregoing (collectively, the "SOFTWARE").
Without limiting the generality of the foregoing, the term Software shall
include the software listed in Section 1 of SCHEDULE A attached hereto.
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(b) All right, title and interest in and to all technical and
descriptive materials owned by the Seller (in written or electronic form)
relating to the design, development, use of, and/or maintenance of the Software
including without limitation all user guides, tutorials, instruction manuals,
the object code and the source code, system documentation, statements of
principles of operation, and schematics for the Software, any pertinent
commentary or explanation that may be necessary to render such materials
understandable and usable by a trained computer programmer and other related
materials (collectively, the "DOCUMENTATION"). Without limiting the foregoing,
the Documentation shall include the items listed in Section 2 of SCHEDULE A
attached hereto.
(c) All right, title and interest in and to the computer hardware and
other fixed assets listed on SCHEDULE B hereto.
(d) All right, title and interest in and to all registered and
unregistered trademarks, trade names and service marks (including all trademark,
trade name and/or service mark applications and registrations) owned by the
Seller (collectively, the "TRADEMARKS") as well as all registered domain names
owned by the Seller (the "DOMAIN NAMES"). Without limiting the generality of the
foregoing, the term Trademarks shall include the items listed on SCHEDULE C
hereto and the term Domain Names shall include the domain names set forth on
SCHEDULE D hereto.
2. ASSUMPTION OF LIABILITIES.
Anything to the contrary notwithstanding, the Buyer shall not assume,
and shall not be deemed to have assumed, any liabilities or obligations of any
nature.
3. PURCHASE PRICE; PAYMENT TERMS.
(a) The purchase price for the Assets (the "PURCHASE PRICE") shall be
$250,000.00, to be paid in the manner set forth in Section 3(b) below.
(b) The Purchase Price shall be paid in the following manner:
(i) Buyer shall forgive the total amount of all outstanding
indebtedness, on and as of the date of Closing Date, (the "DIP DEBT") under the
Secured Promissory Note and the Security Agreement between the Buyer, as lender,
and the Seller, as debtor in possession and borrower, which the parties have
entered into pursuant to that certain Stipulation and Emergency Order
Authorizing Secured Post Petition Financing On A Super-Priority Basis Pursuant
to Section 364 of the Bankruptcy Code and Scheduling A Final Hearing Pursuant To
Bankruptcy Rule 4001(c) dated as of August 13, 2001.
(ii) Buyer shall pay to Seller an amount equal to $250,000 LESS
the DIP Debt by wire transfer to Seller's bank account as designated by Seller
in writing prior to the Closing.
4. THE CLOSING DATE.
The closing of the purchase and sale of the Assets as contemplated
hereby (the "CLOSING", and the date on which the Closing occurs, the "CLOSING
DATE") shall take place at the offices of
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Bingham Dana LLP, counsel to the Buyer, 399 Park Avenue, New York, New York
10022, or such other place as the parties may agree, as soon as is practicable
following entry of the Sale Order (defined in Section 10 hereof) but in any
event no later than September 7, 2001 unless otherwise agreed by the Buyer;
PROVIDED, HOWEVER, the Sale Order provides that the Buyer is a good faith
purchaser and entitled to the full protections of 11 U.S.C. Section 363(m)
(including, without limitation, with respect to assigned Assets) and there is
not entered a stay of the Sale Order.
5. DELIVERIES BY THE SELLER AT THE CLOSING.
5.1 The Seller shall, upon the terms set forth in this Agreement,
execute and deliver to the Buyer at the Closing:
(a) a bill of sale substantially in the form attached hereto as
EXHIBIT A selling, transferring, conveying, assigning and delivering all
of Seller's right, title and interest in and to the Assets to the Buyer;
(b) one or more patent assignments substantially in the form attached
hereto as EXHIBIT B selling, transferring, conveying, assigning and
delivering to Buyer all of Seller's right, title and interest in and to
all patent and/or patent applications owned by Seller;
(c) one or more trademark assignments substantially in the form
attached hereto as EXHIBIT C selling, transferring, conveying, assigning
and delivering to Buyer all of Seller's right, title and interest in and
to all of the Trademarks;
(d) one or more domain name transfer agreements substantially in the
form attached hereto as EXHIBIT D; relinquishing all right and interest
in each of the Domain Names and authorizing Network Solutions (or other
service provider) to register each such Domain Name in the name of Buyer;
and
(e) all such other bills of sale, assignments, releases, consents to
assignment and other instruments of sale, conveyance, assignment and
transfer, in form and substance satisfactory to the Buyer as the Buyer
may reasonably require in order for the Seller to convey to the Buyer all
of the Seller's right, title and interest in and to the Assets, including
without limitation certified copies of pleadings filed by the Seller with
the Bankruptcy Court in connection with the sale and the Sale Order.
5.2 The Seller shall, upon the terms set forth in this Agreement,
deliver to the Buyer at the Closing:
(a) fully and duly executed certificates required pursuant to Section
11(b)(viii) and 11(b)(ix); and
(b) a master copy of each computer program of the Software in object
code and source code (which shall be in a form suitable for copying), its
entire inventory of copies of the Software (whether in object code,
source code or in any other form) and its entire inventory of
Documentation. Seller shall provide Buyer with complete and unrestricted
access to the facilities and/or sites at which any or all of the
Equipment is located and shall take all other actions reasonably
requested by Buyer in order to transfer title and
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possession of the Equipment to Buyer. The risk of loss for all Assets
shall remain with Seller and shall not pass to Buyer until such time as
the Closing is consummated.
6. BROKER'S AND FINDER'S FEES.
Each of the parties hereto agrees to pay any claim for brokerage fees
owed to any broker employed by such party in connection with the transactions
contemplated by this Agreement (the "TRANSACTIONS"). The Buyer and Seller each
represent that it has not employed a broker in connection with the Transactions.
7. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyer represents and warrants to the Seller as follows:
(a) The Buyer is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware. The Buyer has
full corporate authority and power to enter into the Transactions.
(b) The Buyer has taken all necessary actions, corporate or otherwise,
to authorize the execution, delivery, and performance of this
Agreement and agreements in connection herewith.
(c) This Agreement, when executed and delivered by each party, shall
constitute legal, valid and binding obligation of the Buyer
enforceable against the Buyer in accordance with its terms,
subject to (a) this Agreement being a legal, valid and binding
obligation of Seller enforceable against Seller in accordance with
its terms, (b) entry by the Bankruptcy Court of the Sale Order,
and (c) all applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application.
8. REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The Seller represents and warrants to Buyer as follows:
(a) Seller is a corporation validly existing and in good standing
under the laws of the State of Delaware with the corporate power
and authority to conduct its business and to own its assets
(including the Assets).
(b) Subject to approval of the sale by the Sale Order, Seller has the
power and authority to execute, deliver, and perform this
Agreement and the other agreements and instruments to be executed
and delivered by it in connection with the transactions
contemplated hereby and thereby, has taken all necessary corporate
action to authorize the execution and delivery of this Agreement
and such other agreements and instruments necessary for the
consummation of the Transactions. This Agreement is, and the other
agreements and instruments to be executed and delivered by Seller
in connection with the Transactions shall be, the legal, valid,
and binding obligations of Seller, enforceable in accordance with
their terms.
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(c) At the Closing, Seller will have, and will transfer to Buyer, good
and marketable title to the Assets, free and clear of any and all
mortgages, liens, security interests, claims, encumbrances and
other interests.
(d) In no instance has the eligibility of the Software or
Documentation for protection under applicable copyright law been
forfeited to the public domain. Seller has not applied for or
obtained any registration of any copyright associated with the
Software, Documentation or any related intellectual property.
(e) SCHEDULE 8(e) hereto sets forth all patents and/or patent
applications owned by the Seller as of the date hereof (the
"PATENTS"). There is no litigation or proceeding pending
concerning the validity or enforceability of the Patents.
Other than as set forth on SCHEDULE 8(e), the Seller
is the sole and exclusive owner of the entire right, title and
interest in and to each of the Patents free and clear of any
liens, charges, encumbrances and adverse claims, including without
limitation pledges, assignments, licenses, shop rights and other
interests. The Seller has preserved and maintained all rights in
the Patents, including without limitation the payment when due of
all maintenance fees and other fees, taxes and other expenses
incurred or accrued with respect to the Patents.
(f) Seller has used its best efforts, but at a minimum commercially
reasonable efforts, to protect the integrity and confidentiality
of the trade secrets contained within the Assets. There has been
no material violation of its trade secret policies. There have
been no unauthorized disclosures of such trade secrets and all
such disclosures have been made pursuant to confidentiality
agreements commercially reasonable in form and substance and
effective to protect the proprietary nature of such trade secrets.
There have been no breaches of any such confidentiality
agreements. The Software, Documentation and all confidential or
proprietary materials pertaining to thereto (1) have at all times
been maintained in confidence, (2) have been disclosed by Seller
only to employees and consultants having "a need to know" the
contents thereof in connection with the performance of their
duties to Seller.
(g) All personnel, including employees, agents, consultants, and
contractors, who have contributed to or participated in the
conception and development of the Software and the Documentation
on behalf of Seller have been party to a "work-for-hire"
arrangement or agreement with Seller, in accordance with
applicable federal and state law, that has accorded and/or
assigned Seller full, effective, exclusive, and original ownership
of all tangible and intangible property thereby arising, and have
executed all necessary instruments of assignment in favor of
Seller necessary to convey to Seller full, effective, and
exclusive ownership of all tangible and intangible property
thereby arising. SCHEDULE 8(g) identifies all such agreements or
instruments referenced in the preceding sentence as well as all
employment, consulting or other agreements with any individuals
who have contributed to or participated in the conception and
development of the Software, the Documentation or any other
intellectual property rights of the Seller. All employees and/or
officers of the Seller (whether or not presently employed by
Seller) have executed Seller's Employee Intellectual Property
Agreement in the form attached hereto EXHIBIT E.
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(h) The Documentation includes the source code, system documentation,
statements of principles of operation, and schematics for the
Software as well as any pertinent commentary or explanation that
may be necessary to render such materials understandable and
usable by a trained computer programmer. The Documentation also
includes any program (including compilers), "workbenches," tools,
and higher level (or "proprietary") language used for the
development, maintenance, and implementation of the Software.
(i) Neither the Software, the Documentation, the Trademarks, the
Domain Names, nor any other Asset any infringes, violates or
misappropriates in any manner any United States or foreign patent,
copyright, trade secret, license, know-how, trademark, trade name,
or other proprietary or intellectual property right of any third
person. Seller has not received any notice of, nor is Seller aware
of, any conflict with any asserted trademark, trade name, patent,
trade secret, license, copyright, know-how, or other proprietary
right of any other person.
(j) Other than as set forth on SCHEDULE 8(j) hereto, the Software is
and will be free from all viruses, bugs, worms, trap doors, back
doors, built-in or use driven destruction mechanisms, injurious or
damaging algorithms, time bombs, trojan horses, calendar or date
computing problems or other deficiencies that can disable or
adversely affect the performance of the Software. The Software
conforms in all material respects with the specifications and
performance standards set forth in the Documentation, contains no
known material defects and is compatible with operating systems
commonly used in the industry. The Software includes all source
code and object code prepared in connection with or created for
the Software including the most current and all previous versions,
all updates, enhancements, bug fixes and/or any other materials
associated with the Software.
(k) Except as set forth on SCHEDULE 8(k) hereto, the Software,
Documentation and other Assets contain no source code, object
code, or other programming materials or intellectual property in
which any third-party can claim superior, joint or common
ownership or other interest in. The Software and Documentation do
not contain derivative works of any programming or other materials
not owned in their entirety by Seller and included in the Assets.
(l) SCHEDULE 8(l) hereto is a complete list of customers that have
purchased products or services from the Seller since the
commencement of its business.
(m) Except as set forth in SCHEDULE 8(m) hereto there are no material
licenses, permits, authorizations, consents and franchises
necessary to own the Assets or to conduct the business
substantially as presently conducted by Seller.
(n) Except as may be required by the Bankruptcy Court pursuant to
applicable law, no consents, approvals, or authorizations of or
filings with any governmental body or authority are required on
the part of Seller in connection with the execution, delivery, or
performance of this Agreement.
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(o) Except for Seller's Chapter 11 Petition before the Bankruptcy
Court and as set forth in SCHEDULE 8(o) hereto, there are
no claims, actions, suits, proceedings, or investigations pending
before any court, governmental body, or arbitration tribunal
or, to the best of Seller's knowledge, threatened against Seller
nor has Seller received any written notice of infringement or
conflict with the asserted rights of others with respect to the
Software, Documentation and/or any of the other Assets or
otherwise related to the business of Seller. Except as disclosed
in SCHEDULE 8(o) hereto, there is no order, decree or judgment of
any kind in existence enjoining or restraining
Seller or any of its directors, officers, or employees (in their
respective capacities as such) or requiring any of them to take or
refrain from taking any action of any kind relative to the Assets
or this Agreement.
(p) The use, operation, ownership, and possession of the Assets
(including without limitation the Software and Documentation) as
presently used, operated, owned and possessed by Seller have not
and do not violate or infringe any applicable laws, statutes,
ordinances, rules, regulations, or directives, whether
legislatively, judicially, or administratively promulgated,
including without limitation those relating to health, safety, or
the environment.
(q) Neither this Agreement, the schedules and exhibits attached
hereto, the certificates furnished (or other documents executed by
Seller and delivered to Buyer) in connection herewith, nor the
materials and responses provided by Buyer to Seller in connection
with Buyer's due diligence contain or will contain any untrue
statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements contained
herein or therein not misleading.
(r) Except as disclosed on SCHEDULE 8(r), all tax returns of every
kind (including without limitation returns of real and personal
property taxes, federal and state income taxes, franchise taxes,
intangible taxes, withholding taxes, and FICA and unemployment
compensation taxes) relating to the Seller's business that are due
to have been filed in accordance with any applicable law have been
duly filed and all taxes shown to be due on such returns have been
paid in full. Seller has never had any of its tax returns in any
year audited by the Internal Revenue Service or any other
governmental authority. There are no pending or threatened
deficiency assessments with respect to the Seller's federal, state
or local taxes. There are no tax liens imposed by any governmental
authority outstanding against the assets, properties or business
of the Seller.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The Buyer and the Seller acknowledge that all representations and
warranties made herein are made with the knowledge and expectation that each of
them is placing complete reliance thereon. All representations and warranties
made by each entity to this Agreement shall survive this Agreement,
notwithstanding any language in any subsequent document.
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10. SALE ORDER.
As a condition to the Buyer's and Seller's obligations, Seller must move
for, and the Bankruptcy Court must issue, an order approving the sale of the
Assets pursuant to this Agreement (the "SALE ORDER"). The Sale Order submitted
upon such motion by the Seller shall be in form and substance reasonably
satisfactory to the Buyer, shall be approved by Buyer prior to submission of
such motion and shall order, provide and authorize that, among other things, (i)
the sale, transfer, and assignment of the Assets by the Seller to the Buyer (a)
will be a legal, valid and effective transfer and assignment of the Assets; (b)
will vest the Buyer with good title in and to the Assets free and clear of all
liens, charges, claims, encumbrances and interests of any kind, nature or
description; and (c) will constitute reasonably equivalent value and fair
consideration under the relevant provisions of the Code and applicable state
law, (ii) the transactions contemplated by this Agreement are undertaken by the
Buyer in good faith as the term is used in Section 363(m) of the Bankruptcy Code
and the protections of Section 363(m) shall apply to such transactions, and
(iii) the Buyer shall be deemed not to be a successor of the Seller. Subject to
receipt of higher and better offers as prescribed in the order (which shall
include the bidding procedures set forth in the Bid Proposal (as defined below)
and shall otherwise be in form and substance satisfactory to the Buyer) entered
by the Bankruptcy Court on August 17, 2001(the "PROCEDURES ORDER"), the Seller
shall use reasonable efforts to obtain entry of the Sale Order.
11. CONDITIONS PRECEDENT.
(a) In addition to other conditions precedent contained herein, the
Seller's obligations to effect the Transactions hereunder are expressly made
contingent on the occurrence or satisfaction of the following conditions on or
before the Closing Date unless waived by the Seller in its sole and absolute
discretion in writing:
(i) the entry of the Sale Order by the Bankruptcy Court
following notice and a hearing on the Motion;
(ii) no decree, order or ruling of any nature whatsoever being
in effect which has the effect of: (1) enjoining, delaying, restraining,
prohibiting or obtaining damages or other relief as a result of the sale
contemplated hereby (2) prohibiting or materially limiting the ownership or
operation by the Seller, the Buyer or any of their respective subsidiaries of
all or any material portion of the Assets, or compelling the Seller, the Buyer
or any of their respective subsidiaries to dispose of or hold separate all or
any material portion of the Assets, as a result of the Transactions; or (3)
requiring divestiture by the Buyer of any material property of the Seller;
(iii) the completion of any necessary government regulatory
requirements; and
(iv) the representations and warranties set forth in Section 7
above shall be true and correct in all material respects at and as of the
Closing
(b) In addition to other conditions precedent contained herein, the
Buyer's obligations to effect the Transactions hereunder are expressly made
contingent on the occurrence or satisfaction of the following conditions on or
before the Closing Date unless waived by the Buyer in its sole and absolute
discretion in writing:
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(i) the entry of the Sale Order by the Bankruptcy Court
following notice and a hearing on the Motion;
(ii) no decree, order or ruling of any nature whatsoever being
in effect which has the effect of: (1) enjoining, delaying, restraining,
prohibiting or obtaining damages or other relief as a result of the sale
contemplated hereby (2) prohibiting or materially limiting the ownership or
operation by the Seller, the Buyer or any of their respective subsidiaries of
all or any material portion of the Assets, or compelling the Seller, the Buyer
or any of their respective subsidiaries to dispose of or hold separate all or
any material portion of the Assets, as a result of the Transactions; or (3)
requiring divestiture by the Buyer of any material property of the Seller;
(iii) after the date hereof, neither the United States Supreme
Court nor the United States Court of Appeals for the Ninth Circuit shall have
entered an order or issued an opinion, nor shall the Code have been amended in
such a manner, that the Buyer could reasonably conclude that, as a result of
such order, opinion or amendment, the benefits and protection that would be
provided to the Buyer or any of its subsidiaries or its affiliates by the Sale
Order would be less protective in any material respect than under current law;
(iv) the representations and warranties set forth in Section
8 above shall be true and correct in all material respects at and as of the
Closing; and
(v) the completion of any necessary government regulatory
requirements;
(vi) the employment by the Buyer of such personnel of the Seller
which, together with the existing personnel of the Buyer, are sufficient in the
reasonable judgment of the Buyer to carry on the business relating to the Assets
and the Seller's waiver and/or termination of any and all non-competition
agreements or other restrictions which may prohibit any such personnel from
performing services related to the Assets on behalf of Seller;
(vii) the receipt of consent of the Seller's secured creditors to
the Transactions;
(viii) the receipt of a certificate, dated as of the Closing Date
and executed by the Chief Executive Officer of the Seller, certifying that (1)
the representations and warranties of the Seller set forth in Section 8 of this
Agreement are true and correct in all material respects at and as of the Closing
and (2) the conditions precedent to the Closing contained in paragraphs of this
Section 11 shall have been fulfilled and satisfied;
(ix) the Buyer shall have received a copy of the resolutions of
the Board of Directors and the stockholders of Seller authorizing the
Transactions, certified by the Secretary of the Seller as true and correct as of
the Closing Date; (x) between the date hereof and the Closing Date, the Seller
shall have (a) conducted its business and operations in the ordinary and usual
course, consistent with past practice; (b) not engage in any extraordinary
transactions; and (c) use its best efforts to preserve intact its business
organization, keep available the services of its employees and maintain
satisfactory relationships with suppliers, contractors, licensors, lenders,
customers and others having business relationships; and
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(xi) satisfactory completion of legal and business due diligence
by the Buyer.
12. PRESERVATION OF ASSETS PENDING SALE.
During the term of this Agreement and pending the Closing, the Seller
shall take such actions as are reasonably necessary to secure the Assets and
prevent their unauthorized use and dissipation. The Seller represents that it
shall continue to operate the business as it is currently being operated. The
Seller will not sell, transfer, convey or otherwise dispose of any of the
Assets, other than sales of inventory in the ordinary course of business.
13. WAIVER.
Either party to this Agreement may (a) extend the time for the
performance of any of the obligations or other acts of the other party, (b)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document delivered by the other party pursuant hereto
or (c) waive compliance with any of the agreement s or conditions of the other
party contained herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement. The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.
14. GOVERNING LAW.
This Agreement shall be governed by, construed and interpreted in accordance
with the laws of the Commonwealth of Massachusetts, without regard to any
conflict of law provision or rule (whether of the Commonwealth of Massachusetts
or any other jurisdiction) that would result in or may cause the application of
any other law than that of the Commonwealth of Massachusetts.
15. NOTICES.
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given and delivered by facsimile or hand or express
courier service or registered or certified mail, return receipt requested, if to
the Buyer:
Wave Systems Corp.
480 Pleasant Street
Suite A-200
Lee, MA 01238
Facsimile: (413) 243-0045
Attention: Steven Sprague
with a copy to: Bingham Dana LLP
399 Park Avenue
New York, NY 10022
Facsimile: (212) 752-5378
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Attention: Neil W. Townsend, Esq.
if to the Seller: SignOnline, Inc.
113 Via Eboli
Newport Beach, CA 92663
Attention: Kelly Purcell
Phone: (949) 439-0064
Facsimile: (949) 673-4540
or such other address as any party shall give notice of to the others
in accordance with this Section.
16. FURTHER ASSURANCES.
The Seller shall from time to time both before and after the Closing,
at the request of the Buyer, do all such things and execute all such documents
as the Buyer may consider necessary or desirable to effect the Transactions
and/or to evidence Buyer's rights in and to the Assets.
17. PUBLIC ANNOUNCEMENTS.
No party to this Agreement shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the Transactions
or otherwise communicate with any news media without prior notification to the
other party, and the parties shall cooperate as to the timing and contents of
any such press release or public announcement.
18. SEVERABILITY.
If any provision in this Agreement shall be declared void or
unenforceable by any judicial or administrative authority, such provisions shall
be deemed amended to conform to the applicable laws so as to be valid, legal and
enforceable to the maximum extent possible.
19. ENTIRE AGREEMENT.
This Agreement, including any exhibits hereto and the other instruments
executed and/or delivered on or before the Closing Date, constitutes the
complete agreement and understanding of the parties hereto with respect to the
Transactions and supersede all prior agreements and understandings, written or
oral, except for the terms of that certain Bid Proposal entered into between
Buyer and Seller on August __, 2001.
20. BENEFITS.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns and trustees.
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21. COUNTERPARTS.
This Agreement may be executed in one or more counterparts (including
by telecopier), each of which may be introduced in evidence or used for any
other purpose without any other counterpart, all of which together shall
constitute one in the same agreement.
22. NO THIRD-PARTY BENEFICIARIES.
This Agreement shall not confer any rights or remedies upon any person
or entity other than the parties hereto and their respective successors and
assigns.
23. HEADINGS AND CAPTIONS.
The headings and captions of the various subdivisions of this Agreement
are for convenience of reference only and shall in no way modify or affect the
meaning or construction of any terms or provisions hereof.
24. AMENDMENTS.
The parties hereto may mutually amend any provision of this Agreement,
subject to approval of the Bankruptcy Court; PROVIDED, HOWEVER, all such
amendments shall be in writing and executed by all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
WAVE SYSTEMS CORP.
By:
-----------------------------------
Name:
Title:
SIGNONLINE, INC.
By:
-----------------------------------
Name:
Title:
[SIGNATURE PAGE - ASSET PURCHASE AGREEMENT]
13
<Page>
EXHIBIT A
BILL OF SALE
EXHIBIT B
PATENT ASSIGNMENT
EXHIBIT C
TRADEMARK ASSIGNMENT
EXHIBIT D
DOMAIN NAME TRANSFER AGREEMENT
EXHIBIT E
EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT
<Page>
SCHEDULE A
SOFTWARE AND DOCUMENTATION
SECTION 1. SOFTWARE
SmartSignature Software, Smart Notary, TagTool, SmartSAFE, Certificate
Revocation DLL, SignOnline Demos and the PKI and Authentication Platform.
SECTION 2. DOCUMENTATION
SignOnline Project Library, SignOnline Technical Manual, SignOnline
Implementation Guide, Repository (SmartSAFE) Help Manual, SmartSignature and Tag
Tool Manual, SmartSAFE Operational Readiness Logs, and the Phase Two Development
Binder.
NYDOCS:1008178.7
<Page>
SCHEDULE B
ASSETS
<Table>
<Caption>
MODEL
DESCRIPTION MAKE NUMBER STATUS
---------- ---- ------- -------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 6350 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Dell PowerEdge 2450 at data center
- --------------------------------------------------------------------------------
Server Storage Tek Storage at data center
Tek L!80
- --------------------------------------------------------------------------------
Server Rack Dell 84"H, 42"u at data center
incl. KVM
Switch &
Flat
- --------------------------------------------------------------------------------
Screen LCD
Server Rack Dell 84"H, 42"u at data center
incl. KVM
Switch &
Flat
Screen LCD
- --------------------------------------------------------------------------------
</Table>
<Page>
<Table>
Server Rack Dell 84"H, 42"u at data center
incl. KVM
Switch &
Flat
Screen LCD
- --------------------------------------------------------------------------------
Router Cisco 7206 at data center
- --------------------------------------------------------------------------------
Switch Cisco 2924 XLS at data center
- --------------------------------------------------------------------------------
Switch Cisco 2924 XLS at data center
- --------------------------------------------------------------------------------
Workstation Dell Dimension at data center
- --------------------------------------------------------------------------------
Workstation Gateway at data center
- --------------------------------------------------------------------------------
Firewall Cisco PIX 515 at data center
- --------------------------------------------------------------------------------
Comm Rack at data center
- --------------------------------------------------------------------------------
Router Cisco Catalyst At Irvine office
2900
series XL
- --------------------------------------------------------------------------------
TeleVantage Gateway E-4200-450 At Irvine office;
Server includes Netopia router
- --------------------------------------------------------------------------------
Docking Station Dell Latitude Kelly holding
C/Port II
PRX
- --------------------------------------------------------------------------------
Laptop Dell Latitude CS Kelly holding
- --------------------------------------------------------------------------------
Printer Tektronix Phaser 740 Kelly holding
(color)
- --------------------------------------------------------------------------------
ZipCD Iomega ZipCD 650 Kelly holding
USB
- --------------------------------------------------------------------------------
Scanner HP ScanJet Kelly holding
5200C
- --------------------------------------------------------------------------------
Router Cisco C675 Nancy holding
- --------------------------------------------------------------------------------
Router Cisco C675 Nancy holding
- --------------------------------------------------------------------------------
Scanner HP ScanJet Nancy holding
5200C
- --------------------------------------------------------------------------------
ZipCD Iomega ZipCD 650 Nancy holding
USB
- --------------------------------------------------------------------------------
Docking Station Dell For Nancy holding
Inspiron
- --------------------------------------------------------------------------------
Docking Station Dell Latitude Nancy holding
C/Port II
PRX
- --------------------------------------------------------------------------------
Laptop Dell Latitude CS Nancy holding
- --------------------------------------------------------------------------------
Printer HP DeskJet 722 Nancy holding
- --------------------------------------------------------------------------------
Monitor Gateway EV700A Nancy holding
- --------------------------------------------------------------------------------
Laptop Dell Inspiron Nancy holding; missing
3700 NIC and CD drive
- --------------------------------------------------------------------------------
Switch Cisco 2924 XLS RJ holding
- --------------------------------------------------------------------------------
LCD Lightware Scout Vicky holding
- --------------------------------------------------------------------------------
Fax Sharp Sharp Vicky holding
FO-5600
- --------------------------------------------------------------------------------
</Table>
2
<Page>
<Table>
Printer HP DeskJet 695C Vicky holding
- --------------------------------------------------------------------------------
Printer HP 4000TN Laser Jet Vicky holding
- --------------------------------------------------------------------------------
Laptop Dell Latitude CS Vicky holding
- --------------------------------------------------------------------------------
</Table>
3
<Page>
SCHEDULE C
TRADEMARKS REGISTRATIONS PENDING WITH THE U.S. PATENT AND
TRADEMARK OFFICE
<Table>
<Caption>
MARK SERIAL NO. FILING DATE
SIGNON-LINE, INC. 75/750,055 August 4, 1999
- --------------------------------------------------------------------------------------
SIGNONLINE, INC. 75/765,473 August 27, 1999
- --------------------------------------------------------------------------------------
ISIGNONLINE 76/156,203 October 30, 2000
- --------------------------------------------------------------------------------------
S SIGNONLINE 76/156,287 October 30, 2000
- --------------------------------------------------------------------------------------
SMARTSIGNATURE 76/156,224 October 30, 2000
- --------------------------------------------------------------------------------------
SMARTSAFE 76/156,288 October 30, 2000
- --------------------------------------------------------------------------------------
SMARTNOTARY 76/156,289 October 30, 2000
- --------------------------------------------------------------------------------------
SMARTBIO 76/156,201 October 30, 2000
- --------------------------------------------------------------------------------------
SECURE ACCESSIBLE FILE ENVIRONMENT 76/181,886 October 30, 2000
- --------------------------------------------------------------------------------------
INSURING THE INTEGRITY OF DIGITAL CONTRACTS 76/156,204 October 30, 2000
- --------------------------------------------------------------------------------------
</Table>
<Page>
SCHEDULE D
DOMAIN NAMES
enotarypublic.com (registered domain name)
signon-line.com (registered domain name)
signon-line.net (registered domain name)
signon-line.org (registered domain name)
isignonline.com (registered domain name)
signonline.com (registered domain name)
mysignonline.com (registered domain name)
isignonline.net (registered domain name)
isignonline.org (registered domain name)
mysignonline.net (registered domain name)
mysignonline.org (registered domain name)
mysafedepositbox.net (registered domain name)
mysafedepositbox.org (registered domain name)
mysafetydepositbox.com (registered domain name)
mysafetydepositbox.net (registered domain name)
mysafetydeositbox.org. (registered domain name)
solfolders.com (registered domain name)
solfolders.net (registered domain name)
solfolders.org (registered domain name)
<Page>
SCHEDULE 8(e)
PATENTS
None
PATENT APPLICATIONS
INVENTORS SERIAL NO. FILING DATE
Nancy A. Alley, 09/415893 10/08/99
Kelly A. Purcell
<Page>
SCHEDULE 8(g)
Employee Intellectual Property Agreements have been entered into with the
following list of current and former employees/officers, which list consists of
all of SignOnline's current and former officers/employees.
Steve Johnson, Director, CEO
Patrick Mundt, Business Development Manager-(Signed IP Agreement cannot be
located) Matt Ritter, Sales-(Signed IP Agreement cannot be located) Reggie
Russell, Sales John Burns, Contract Manager Sean (John Stephenson), Admin. Asst.
Jason Stilwel, Marketing
LaRae Flaa, Compliance Manager
Kristen Garner, Reseller Strategy
Brad Harvey, Sr.V.P., Director
Vicky Clement, Sr.V.P.
NAME POSITION
The following is a list of the authors, developers, or contributors to the
development of the Company's Software:
<Table>
<Caption>
AUTHOR/DEVELOPER/ EMPLOYEE/
CONTRIBUTOR SOFTWARE CONSULTANT NOTES
- ----------- -------- ---------- -----
Nancy Alley All Employee Product Development/Customer Requirements;
Signed Employee Intellectual Property
Agreement
Ian Vasquez Product demos Employee Signed Employee Intellectual Property
Agreement. Terminated June 2001 due to
closing of Tucson office.
Courtney Bishop All Employee Signed Employee Intellectual Property
Agreement; no development but did assist in
technical specs and error tracking
Terminated June 2001 due to closing of
Tucson office.
Jason Stilwell Product demos Employee Signed Employee Intellectual
</Table>
<Page>
-2-
<Table>
<Caption>
AUTHOR/DEVELOPER/ EMPLOYEE/
CONTRIBUTOR SOFTWARE CONSULTANT NOTES
- ----------- -------- ---------- -----
Property Agreement. Terminated June 2001 due to
closing of Irvine office.
Jonathan Kearns All Consultant Part of Iridium Technologies; assisted in
product development; network architecture;
also have individual contract (Jan. 2001)
Iridium Technologies All Consultant See Jonathan Kearns; work for hire
3GI SmartSignature 1.0; Consultant V1.0; acquired by Maximus; see contract for
SmartSAFE Revocation DLL retained rights in software
1.0
3GI Maximus SmartSignature 1.1; Consultant Subcontracted through Iridium Technologies;
SmartSAFE Revocation DLL no direct agreement
1.1; Identrus
SmartSignature version
(demo)
Certus Corporation SmartSAFE 1.0; TagTool 1.0 Consultant Subcontracted through Iridium Technologies;
no direct agreement
Archon Technologies, Inc. SmartSAFE 1.1; TagTool Consultant See contract for "Background Technology"
1.1; PKI & Authentication
Platform; Identrus Platform
Integrated Axis All Consultant Kearns new company
Greg Kellogg SmartSAFE 1.0; 1.1 Consultant Subcontracted through Iridium Tech and Archon
Michael Brendimus SmartSAFE 1.0; 1.1 Consultant Subcontracted through Iridium Tech and Archon
Oleg Tishkevich SmartSAFE 1.0; Consultant Subcontracted through Iridium Technologies;
SmartSignature 1.0 no direct agreement
VeriSign Installed OnSite Consultant Did not contribute to Software but did
install software in data center
</Table>
<Page>
-3-
<Table>
<Caption>
AUTHOR/DEVELOPER/ EMPLOYEE/
CONTRIBUTOR SOFTWARE CONSULTANT NOTES
- ----------- -------- ---------- -----
EMC Installed EMC software Consultant Did not contribute to Software but did
install software in data center
SCB Monitor data center Consultant Ongoing monitoring
</Table>
<Page>
SCHEDULE 8(j)
SignOnline is in possession of source and object code of Software through
Version 1.1.
<Table>
<Caption>
Solution Component Error Description/ Known Causes for
Operating System Error Any Resolutions
- -----------------------------------------------------------------------------------------------------------------------
Manual TagTool 1.1 When tagging documents using Three known causes as Resolution for 1 & 3)
"secure pdf" function file size of 11/28/00:
Auto TagTool 1.1 goes to 0 bytes. Tag tool Check encryption pack by
indicates that tagging was 1) For OS NT 4.0, opening I.E. click help; about
successful, however, the file is Windows 95 & 98 error IE. Cipher Strength shows
not able to be read afterwards. will occur if the 128 what encryption level is n
bit encryption version browser. If it is not 128
of I.E. is not bit, download from
installed on machine.
95 + 98
2) For OS NT 4.0 & http://www.microsoft.com/
Windows 3000 error windows/ie/download/
will occur if used 128bit/intro.htm
logged onto computer
does not have
administrative rights. 2000
http://www.microsoft.com/
3) For Windows 2000
windows2000/downloads/
error will occur if
recommended/encryption/
"High Encryption
Pack" default.asp
is not installed.
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.0 Invalid property array index. Ini file is missing New ini file for tag tool must
from program files. be provided to user. Ini file
Correct product lines is inserted into
and cert levels are
not listed. C:/Program Files/PDF
Tag Tool/
FINAL RESOLUTION: TAG TOOL
V1.1 DOES NOT REQUIRE.
AUTOMATICALLY INSTALLS.
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Error during installation. Corrupt install. Resolved.
Error while trying to register Fixed set-up and
rope.dll If click ignore replaced new Version 1.1
installation will finish but on the network and webstie.
registration will not work using
username and password.
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool Error when attempting to tag a System file missing Resolved in Version 1.1
1.1 document. The PDFInto could not from pdftagtool
be located or created in the file. program files
- -----------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
-2-
<Table>
<Caption>
Solution Component Error Description/ Known Causes for
Operating System Error Any Resolutions
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.0, Error: "ActiveX component cannot User does not have full Have User install Acrobat on
1.1 create the PDF Info Object" version of Acrobat machine.
installed
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Error with registering using .srk Running Send Client XML to register
files. If a person is not able pdftagtool.exe-m does and drop folder into Tag Tool
to, or does not wish to register not bring upthe Program file.
using the username and password appropriate prompt for
then they should be able to run an srk file.
Pdftagtool.exe-m from the command
line and register the tool using
an srk file that SignOnline sent
them.
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Windows 98 Error in Tag Tool Error in Tag Tool set-up file
set-up file
After installing the tag tool the RESOLVED: New Version 1.1
date folder with xml and error Set-up fixed.
log is not created
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Windows 98 XML file did notrun RESOLVED: new Version 1.1
during tag tool install set-up fixed
During Tag Tool registration
received error:
"The application could not be Signer has IE 4.0 Have signer install IE 5.0 loaded.
Registration information higher with high encryption pack
could not be verified. The
application will now shut down."
Signer not registered Double check signer username
in SAFE properly and password for the SAFE
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Windows 98 Error in set-up RESOLVED: new Version 1.1
During tagging of document set-up fixed
Error: Class does not support
automation or does not support
expected interface
- -----------------------------------------------------------------------------------------------------------------------
Manual Tag Tool 1.1 Windows 2000 Error in set-up/old RESOLVED: new Version 1.1
During installation Data folder version of Tag Tool set-up fixed
and xml error log not installed
Would not accept username and
password for registration
- -----------------------------------------------------------------------------------------------------------------------
PKI/ Authentication Unknown Error Transmission to RESOLVED. Component fixed.
Platform Error Code-a010 Experian
Receive error after successfully Component error
answer all out of wallet talking to Experian
questions and click on continue.
Application hangs and error
appears
- -----------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
-3-
<Table>
<Caption>
Solution Component Error Description/ Known Causes for
Operating System Error Any Resolutions
- -----------------------------------------------------------------------------------------------------------------------
PKI/ Authentication Unresolved to date.
Platform SOL_Cert.Request.GetClientCA Transmission issue.
error "800a01ad"
Active X component can't create
object SQL up_SOLCERT_Get
ClientCAID 172
ConnectString Server-RP2020
Database=SOL/default.asp
Line 103
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Signing Software intermittently Believe submitting None to date.
Software v 1.1 takes too long to upload submit data twice.
1.0? signed documents. Signing
software does not indicate that
the document has been submitted
until long after.
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Error when signer has last name Name on certificate is Training issue.
Software v 1.0, 1.1 that includes a space " ". If not broken down into To remedy in 2.0.
document is tagged for a signer first name and last
whose last name includes a space name. It is simply
one string of text.
Signing software
identifies first
portion of text as
first name and last
portion of text as
last name. If there
is a space in the
last name it will
only identify last
part as "last
name".
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Error opening document, file read User does not have Check encryption pack by
Software 1.1; error has occurred. Error appropriate encryption opening I.E. click help; about
1.0? displayed when attempting to open pack to open locked IE. Cipher Strength shows
a "locked" pdf document with pdfs. what encryption level is on
Acrobat browser. If it is not 128
bit, download from
95 + 98
http://www.microsoft.com/
windows/ie/download/128bit
/intro.htm
2000
http://www.microsoft.com/
windows2000/downloads/
recommended/encryption/
default.asp
- -----------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
-4-
<Table>
<Caption>
Solution Component Error Description/ Known Causes for
Operating System Error Any Resolutions
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Error Message: "Unauthorized Proxy server running; Still resolving proxy issue;
Software 1.1; Internet session status 401"
1.0? Also could be error in Reinstall the signing software
registry entry that plug-in.
holds the username and
password for the https
connection to server.
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Error message: "Unable to sign When using high For now, check if correct pin
Software 1.1; 1.0? document" security certificate, is entered for cert.
if the wrong pin is Next version of signing
entered for the cert software to have more detailed
messaging.
- -----------------------------------------------------------------------------------------------------------------------
SmartSAFE 1.1 Folder Properties: Folder parties SmartSAFE uses SSN as To be resolved with SmartSAFE
and document signed by fields: If primary key for all v 3.0; remove SSN as primary
document is tagged with an signers. Once a key.
incorrect social security number, signer has already
then signed and submitted to been added with a SSN, Possible alert/warning in
SmartSAFE an incorrect name will the SmartSAFE TagTool 2.0 regarding "are you
be displayed in the "documents associates the name sure you entered correct SSN?"
signed by" field if the incorrect tied to that SSN in
social had been used to sign database regardless of
other documents. Synopsis: name on cert.
Signer 1 submits document that was
correctly tagged with their SSN.
Signer 2 submits document tagged
(incorrectly) with Signer 1's SSN.
SmartSAFE displays Signer 1 as
signer even though signed with
Signer 2 cert.
- -----------------------------------------------------------------------------------------------------------------------
PKI/ Authentication Unable to receive duplicate VeriSign issue. To resolve when reinstate
Platform certificate using exact same name service with VeriSign.
on SmartSignature Application
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature V1.1; Error during download of signing https cert is not Just click "OK" and continue
1.0? software: Authenticode is not linked correctly to to download file
valid file, signing software
install
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Clicking on the signing software Proxy server running Currently investigating
Software v 1.1; 1.0? button in Acrobat, while the
proxy server is on, results in
the following error message:
"Unable to locate SignOnline time
server." Clicking "OK," the
plug-in does not launch.
- -----------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
-5-
<Table>
<Caption>
Solution Component Error Description/ Known Causes for
Operating System Error Any Resolutions
- -----------------------------------------------------------------------------------------------------------------------
SmartSignature Upon the plug-in's starting, and Proxy server running Currently investigating
Software v 1.1; 1.0? after the user clicks "submit,"
if the proxy server is on, the
following error message appears:
"Error 401: Internal session
unauthorized. The document was
not submitted."
- -----------------------------------------------------------------------------------------------------------------------
</Table>
<Page>
SCHEDULE 8(k)
The License and Conveyance Agreements between Seller and 3G International (dated
March 9, 2000) and Seller and Maximus (September 29, 2000) grant an irrevocable
licenses to the SmartSignature Software to 3G International and Maximus to use
and relicense (subject to approval in certain situations) the Software under the
terms and conditions set forth therein. (Note Maximus acquired the applicable
subsidiary of 3G International in 2000). To date, neither party has requested
the ability to re-license the SmartSignature software.
The Consulting Services Agreement with Archon Technologies, Inc. dated July 25,
2000 grants to SignOnline a license to use certain "Background Technology" in
connection with the SmartSAFE Software.
BACKGROUND TECHNOLOGY
COMPONENTS
Generic Database Component
- - Provides communication to database for insert, updates, deletes and reads.
Also provided/supports transaction to SQL Server.
Generic Logging Component
- - Error, Web, Database, Audit with ability to send to the Event Log, Queue, or
Database
Generic File Upload Component
- - Allows for uploading any file to the web server.
Membership Directory(LDAP) Component
- - Ability to build tree menus and page items from the LDAP, query the LDAP,
export and import nodes from an LDAP server.
User Mgmt Component
- allows for password changing in either NT/2000 or LDAP also provides ability
to add users, delete users, and check group membership of a user.
Message Queue Component
- - Provides generic Microsoft Message Queue function like sending, peeking,
getting, listing of queue messages.
Generic File Component
- - Provides the ability to stream back a file from the disk.
<Page>
-2-
WebUtil Component
- - Primary function is providing TableFromRS where a html table is generated from
a RecordSet (which can be data from any source) and provides display, sorting,
filtering and paging.
RegUtil Component
- - Provides generic function for reading and writing to the Windows 9x, NT and
2000 Registry.
CryptUtil Component
- - Provides very generic and simple encryption capabilities.
ZipUtil Component
- - Zipping and Unzipping component
Distribution Util
- - Provides Mail and FTP distribution of files
SERVICES
File Listener Services
- - NT/2000 services that listens for files arriving in a particular directory at
a given interval and calls any component defined to it for processing of that
file.
ASP PAGES AND SCRIPTS
Webshell
- - Provides the generic three frame shell for applications with a top header with
menu items, a left application feature navigation frame and a center contents
frame.
WebXMLHelp
- - Using XML, provides context sensitive help within a web application. XML file
is created with the Archon-Tech WebHelp application that creates the XML file
for the web, and a set of ASP pages provide the context sensitive and help
listing on the web.
JavaScript UI Validation Script
- - Provides a set of reusable function for HTML form field validation.
Calendar
Generic calendar ASP pages that provide the date picker.
ASP Feedback Mechanism
- - Generic feedback mechanism pages for the web.
LDAP Authentication Pages
- - Provides web based forms authentication and validation to the LDAP.
<Page>
SCHEDULE 8(l)
CUSTOMERS
1st PM Factors Bankcorp
21st Capital Corp
Alta Vista
Integrated Capital
Leasepoint.com
LoanGenie Nationwide
Archon Technologies,
Inc.
<Page>
SCHEDULE 8(m)
The Consulting Services Agreement with Archon Technologies, Inc. dated July 25,
2000 grants to SignOnline a license to use certain "Background Technology" (as
defined therein) in connection with the SmartSAFE Software. This agreement is a
Contract listed on Schedule E of the Agreement to be assigned to Buyer pursuant
to the Agreement. The Background Technology is necessary to operate the
SmartSAFE Software in substantially the same manner as it may presently be
operated by Seller.
The following software is used in the data center operations. This software is
readily available in the marketplace. The license are standard and were not
negotiated..
<Table>
Legato Networker Legato Disaster Recovery solution
SQL Server 7.0 Enterprise Edition, Microsoft Database, Operating System,
Windows 2000 Advanced Server, Membership Directory
Site Server 3.0 software
New Atlanta Servlett Exec New Atlanta Used to talk to Experian
Manager Software; EMC Used to manage SAN Solution
Product Manager Software;
Volume Logix;
Power Path
VeriSign OnSite VeriSign Used to run PKI Platform
Experian Modules Experian Used to run Authentication
Platform
Active PDF Active PDF To watermark SAFE docs (V
2.0 release)
Adobe Key License Adobe Permits "plug-in" of
SmartSignature
</Table>
<Page>
SCHEDULE 8(o)
None
<Page>
EXHIBIT D
SCHEDULE 8(r)
The company filed the appropriate extension papers for federal and state taxes,
filed by Barlett, Pringle and Wolf,LLP. The extension dates were to Sept.15,
2001. The company does not expect to owe any taxes, on a federal or state level.
The company owes the state of Delaware a franchise tax of $1,326.25 that was due
April of 2001.
All amounts due to the State of Delaware or any other governmental authority
shall attach to the proceeds of the sale of the Assets pursuant to the
Agreement.