1 EXHIBIT 10.33 PATENT AND TRADEMARK COLLATERAL ASSIGNMENT This Patent and Trademark Collateral Assignment, dated as of October 2, 1998 from UNIVERSAL ELECTRONICS INC., a Delaware corporation (herein called the "Company"), to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association (herein called the "Bank"). WHEREAS, the Company has entered into a certain Revolving Loan and Security Agreement, dated as of even date herewith (herein, as the same may be amended, modified, supplemented or renewed called the "Loan Agreement") with the Bank pursuant to which the Bank has agreed to make loans to, and issue letters of credit to or for the account of, the Company; WHEREAS, the Company is the owner of certain patents as more particularly specified in Schedule I attached hereto and of certain registered trademarks as more particularly specified in Schedule II attached hereto; and WHEREAS, the Loan Agreement provides for the Company to execute and deliver to the Bank a Patent and Trademark Collateral Assignment in the form of this Assignment, and to assign to the Bank all such patents and trademarks, all as more fully hereinafter set forth; NOW, THEREFORE, in consideration of any loan or letter of credit heretofore or hereafter made or issued to or for the benefit of the Company and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. When used herein, the following terms shall have the following meanings: The terms "Commitments", "Event of Default", "Liabilities", "Note", "Unmatured Event of Default", and all other terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement. "Patents" - see Section 2 hereof. "Trademarks" - see Section 2 hereof. SECTION 2. Assignment. Solely as security for the payment of the Note and all other Liabilities, the Company hereby grants, assigns, and conveys unto the Bank, its successors and assigns, a security interest, with power of sale (but only to the extent permitted herein), in and to the following, whether now-owned or hereafter acquired or arising: (a) all foreign and United States patents, including but not limited to those listed in Schedule I attached hereto, and in and to any and all, and all patents for, reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, the right to sue for past, present and future infringements thereof, all rights corresponding thereto throughout the world, and all proceeds 2 of the foregoing (including, without limitation, license royalties and proceeds of suits) (all of the foregoing being herein called collectively the "Patents"); and (b) all foreign and United States trademarks, including but not limited to those listed on Schedule II hereto, and all of the goodwill of the business connected with the use of, and symbolized by, each trademark, and all continuations and extensions thereof, the right to sue for past, present, and future infringements or dilutions thereof or for injury to the goodwill associated therewith, all rights corresponding thereto throughout the world, and all proceeds of the foregoing (including, without limitation. license, royalties and proceeds of suit) (all of the foregoing being herein called collectively the "Trademarks"). In the event the Company shall at any time purchase, acquire,, receive or otherwise obtain title to (i) any foreign or United States Patents other than those listed on Schedule I attached hereto or (ii) any foreign or United States Trademarks other than those listed on Schedule II attached hereto, the Company shall promptly notify the Bank thereof and shall amend Schedules I and II, as the case may be, and take such actions as the Bank shall reasonably request in order to grant to the Bank a first priority perfected lien and security interest in and to all such Patents and Trademarks. All reasonable costs and expenses related thereto including, without limitation, reasonable costs and expenses of counsel to the Bank and costs and expenses related to the perfection of the Bank's security interest in such Patents and Trademarks shall be paid by the Company, on demand. Notwithstanding the foregoing, the Bank hereby agrees that it will not perfect its lien (A) on any Patent referred to on Schedule I attached hereto or hereafter subject to this Agreement which is issued by a country other than the United States or (B) on any Trademark referred to on Schedule II attached hereto or hereafter subject to this Agreement which is registered in any country other than the United States unless an Event of Default has occurred and is continuing. SECTION 3. Warranties and Covenants. The Company hereby warrants and agrees that: (a) each of the Patents and Trademarks is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) each of the Patents and Trademarks is valid and enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, both state and federal, affecting the enforcement of creditor's rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy; (c) except as disclosed by Company to Bank in the Loan Agreement and schedules and attachments thereto, the Company is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Patents and Trademarks, free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shop rights and covenants by the Company not to sue third persons; (d) the Company has the unqualified right to enter into this Assignment and perform its terms; (e) except as disclosed by Company to Bank in the Loan Agreement and schedules and attachments thereto, no litigation is pending or to the Company's knowledge, threatened which contains allegations respecting the validity of any of the Patents or Trademarks; and (f) except to the extent that the Bank shall consent in writing, the Company (either itself or through licensees) will, unless the Company shall reasonably determine that a Trademark is of negligible economic value to the Company, (i) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain each Trademark in full force -2- 3 free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under each Trademark, (iii) employ each Trademark with the appropriate notice of ownership, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of any Trademark, (v) not use any Trademark except in accordance with its customary practices, and (vi) except as permitted or as otherwise provided herein, not (and not permit any licensee or sublicensee thereto to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. SECTION 4. Protection of Patents and Trademarks. The Company shall have the duty to protect, preserve and maintain all rights in each of the Patents and Trademarks, including but not limited to the duty to prosecute and/or defend against any and all suits contesting infringement or dilution of the Patents or Trademarks, any other suits containing allegations respecting the validity of the Patents or the Trademarks, and any suits claiming injury to the goodwill associated with any of the Trademarks but only in the event that the Company shall reasonably determine that any such Patent or Trademark is of such value to the Company as to warrant such protection, preservation or maintenance. Any expenses incurred in protecting, preserving and maintaining the Patents or Trademarks shall be borne by the Company. Upon the occurrence and during the continuation of any Event of Default, the Bank shall have the right to bring suit to enforce any or all Patents, Trademarks, or licenses thereunder, in which event, subject to the first sentence of this Section 4, the Company shall at the request of the Bank do any and all lawful acts and execute any and all proper documents to effectuate such enforcement and the Company shall promptly, upon demand, reimburse and indemnify the Bank for all costs and expenses incurred by the Bank in the exercise of its rights under this Section 4. Notwithstanding the foregoing, the Bank shall have no obligations or liabilities regarding the Patents or Trademarks or any of them by reason of, or arising out of, this Assignment. SECTION 5. Reissues, etc. If, before the Liabilities shall have been paid in full, the Company shall become entitled to any patent for any reissue, division, continuation, renewal, extension, or continuation-in-part of any of the Patents or any improvement on any Patent, the provisions of Section 2 shall automatically apply thereto and the Company shall give to the Bank prompt notice thereof in writing. The Company hereby authorizes the Bank to modify this Assignment by amending Schedule I attached hereto to include any future patents and patent applications which are Patents under Section 2 hereof or this Section 5. SECTION 6. Reassignment. At such time as the Company shall completely satisfy all of the Liabilities, the Bank shall execute and deliver to the Company all deeds, assignments and other instruments as may be necessary or proper to reassign to the Company the interest in the Patents and Trademarks assigned pursuant to this Assignment, subject to any disposition thereof which may have been made by the Bank in accordance with the terms of this Assignment. Any such reassignment shall be without recourse upon or warranty by the Bank. -3- 4 SECTION 7. Remedies. Whenever an Event of Default shall exist, all Liabilities shall become immediately due and payable, as provided in the Loan Agreement. If any Event of Default shall exist, the Bank shall have, in addition to all other rights and remedies given it by this Assignment, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Patents or Trademarks or any thereof may be located and, without limiting the generality of the foregoing, the Bank may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Company, all of which are hereby expressly waived, and without advertisement, sell on commercially reasonable terms at public or private sale or otherwise realize upon, in Chicago, Illinois or elsewhere, the whole or from time to time any part of the Patents or Trademarks or any interest which the Company may have therein. Notice of any such sale or other disposition of the Patents or Trademarks or any thereof shall be given to the Company at least five (5) Banking Days before the time of any such intended public or private sale or other disposition of the Patents or Trademarks or any thereof is to be made, which the Company hereby agrees shall be reasonable notice of such sale or other disposition. The proceeds of such dispositions shall first be applied toward the payment of the Liabilities, then toward the payment of expenses reasonably and actually incurred by the Bank in effecting any such sale or other disposition of the Patents and Trademarks, including without limitation reasonably and actually incurred attorneys' fees and expenses, and then the remaining balance, if any, shall be remitted to the Company. SECTION 8. General. The Company will, upon request of the Bank, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by the Bank), and do such other acts and things, all as the Bank may from time to time reasonably request to establish and maintain a valid assignment of the Patents and Trademarks. This Assignment, and the terms, covenants and conditions hereof, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company shall not be permitted to assign this Assignment or any interest herein or in the Patents or Trademarks, or any part thereof except if any such complete or partial assignment or transfer occurs in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets permitted by the Loan Agreement. Neither this Assignment nor any provision hereof may be amended, modified, waived, discharged or terminated except by an instrument in writing duly signed by or on behalf of the Bank. No delay on the part of the Bank in exercising any rights, power or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other further exercise thereof or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or any consent with respect to, any provision of this Assignment shall in any event be effective unless the same shall be in writing, and signed and delivered by the party to be bound thereby, and then such amendment, -4- 5 modification, waiver of consent shall be effective only in the specific instance and for the purpose for which given. All obligations of the Company and all rights, powers and remedies of the Bank expressed herein are in addition to all other rights, powers and remedies possessed by them, including, without limitation, those provided by applicable law or in any other written instrument or agreement relating to any of the Liabilities or security therefor. Except as otherwise provided herein, the provisions of the Loan Agreement shall apply as to the giving of notices hereunder. At the Bank's option this Assignment, or a photographic or other reproduction of this Assignment or of any Uniform Commercial Code financing statement covering the Patents and Trademarks or any portion thereof, shall be sufficient as the Uniform Commercial Code financing statement and may be filed. Section captions used in this Assignment are for convenience of reference only, and shall not affect the construction of this Assignment. This Assignment shall in all respects be a continuing agreement and shall remain in full force and effect until expiration or termination of all of the Commitments and final payment in full of all Liabilities. This Assignment shall be construed in accordance with and governed by the laws of the State of Illinois, without regard to conflict of laws principles. Wherever possible each provision of this Assignment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Assignment. This Assignment is made by the Company and is accepted by the Bank for collateral security purposes only and by its acceptance thereof, the Bank shall have only the rights of a secured party under the Uniform Commercial Code or other applicable law and shall not be deemed the owner of the Patents and Trademarks or responsible for the maintenance, registration or any other actions with respect to the Patents or Trademarks referred to herein. [Remainder of Page Intentionally Left Blank] -5- 6 IN WITNESS WHEREOF, the parties have caused this Assignment to be executed as of the date first above written. UNIVERSAL ELECTRONICS, INC. Attest: /s/ RICHARD A. FIREHAMMER, JR. ------------------------------- Richard A. Firehammer, Jr. By: /s/ PAUL ARLING --------------------------------- Name: Paul D. Arling ------------------------------- Title: President and Chief Operating ------------------------------ Officer ------------------------------ Address: 6101 Gateway Drive Cypress, California 90630 Attention: Mr. Paul D. Arling President and Chief Operating Officer Facsimile Number: (714) 820-1042 Telephone Number: (714) 820-1060 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ CHARLES W. A. HAGEL --------------------------------- Name: Charles W. A. Hagel ------------------------------- Title: Vice President ------------------------------ Address: 231 South LaSalle Street Chicago, Illinois 60697 Attention: Mr. Charles W. A. Hagel Vice President Facsimile Number: (312) 828-1974 Telephone Number: (312) 828-4360 -6- 7 SCHEDULE I UEI PATENT SCHEDULE 14-Oct-98 TITLE COUNTRY PATENT NUMBER ISSUE DATE - - ----- ------- ------------- ---------- UNIVERSAL REMOTE CONTROL AU 648277 09-Aug-1994 SYSTEM UNIVERSAL REMOTE CONTROL WITH AU 673185 31-Oct-1996 FUNCTION SYNTHESIS INFRARED REMOTE CONTROL DEVICE CA 2158947 23-Mar-1994 FOR A PERSONAL DIGITAL ASSISTANT KEY MOVER DE G9318890.0 03-Feb-1994 MODULAR CASE DESIGN DE G9309894.4 11-Nov-1993 UNIVERSAL REMOTE CONTROL WITH DE G9310317.4 05-Jan-1994 FUNCTION SYNTHESIS FAVORITE KEY MACRO COMMAND AND IL P/107952 16-Feb-1997 CHAINED MACRO COMMAND IN A REMOTE CONTROL UNIVERSAL REMOTE CONTROL JP 2085314 23-Aug-1996 SYSTEM FAVORITE KEY MACRO COMMAND AND MX 186389 13-Oct-1997 CHAINED MACRO COMMAND IN A REMOTE CONTROL MINIMAL FUNCTION REMOTE CONTROL MX 188429 27-Mar-1998 WITHOUT DIGIT KEYS AND WITH A POWER TOGGLE PROGRAM AND WITH A CHANNEL ROTATION PROGRAM DIRECT ENTRY REMOTE CONTROL US 5481256 02-Jan-1996 WITH CHANNEL SCAN FAVORITE KEY MACRO COMMAND AND US 5414426 09-May-1995 CHAINED MACRO COMMAND IN A REMOTE CONTROL INFRARED REMOTE CONTROL DEVICE US 5778256 07-Jul-1998 FOR A PERSONAL DIGITAL ASSISTANT MAGNETIC MODEM IN A REMOTE US 5537463 16-Jul-1996 CONTROL MEANS FOR LOCATING A REMOTE US 5686891 11-Nov-1997 CONTROL DEVICE MEANS FOR LOCATING A REMOTE US 5638050 10-Jun-1997 CONTROL DEVICE METHOD FOR SELECTING A REMOTE US 5614906 25-Mar-1997 CONTROL COMMAND SET MINIMAL FUNCTION REMOTE CONTROL US 5481251 02-Jan-1996 WITHOUT DIGIT KEYS AND WITH A POWER TOGGLE PROGRAM AND WITH A CHANNEL ROTATION PROGRAM 1 8 TITLE COUNTRY PATENT NUMBER ISSUE DATE ----- ------- ------------- ---------- MODULAR CASE DESIGN US 5422783 06-Jun-1995 REMOTE CONTROL US 5552917 03-Sep-1996 REMOTE CONTROL (BASEBALL) US D372479 06-Aug-1996 REMOTE CONTROL (BASKETBALL) US D370915 18-Jun-1996 REMOTE CONTROL (FOOTBALL) US D371794 16-Jul-1996 REMOTE CONTROL WITH KEY LIGHTING US 5568367 22-Oct-1996 REMOTE CONTROL WITH TWO-WAY US 5689353 18-Nov-1997 DATA COUPLING REMOTELY UPGRADEABLE UNIVERSAL US 5228077 13-Jul-1993 REMOTE CONTROL SINGLE WIRE KEYBOARD ENCODE AND US 5619196 08-Apr-1997 DECODE CIRCUIT TIME ENABLED PHOTOSENSING US 5272418 21-Dec-1993 CIRCUIT UNIVERSAL REMOTE CONTROL US D354490 17-Jan-1995 UNIVERSAL REMOTE CONTROL US D342259 14-Dec-1993 UNIVERSAL REMOTE CONTROL US D366263 16-Jan-1996 UNIVERSAL REMOTE CONTROL DEVICE US 5255313 19-Oct-1993 UNIVERSAL REMOTE CONTROL DEVICE US 4959810 25-Sep-1990 UNIVERSAL REMOTE CONTROL US 5414761 09-May-1995 SYSTEM UNIVERSAL REMOTE CONTROL WITH US 5515052 07-May-1996 FUNCTION SYNTHESIS WARNING LIGHT SYSTEM FOR USE US 5177461 05-Jan-1993 WITH A SMOKE DETECTOR 2 9 SCHEDULE II UEI Trademark Schedule 14-Oct-98 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- EVERSAFE AR 1346060 10-May-89 EVERSAFE AR 1346059 10-May-89 ONE FOR ALL AR 1493628 30-Dec-93 ONESHOT AR 1524004 31-May-94 BIG EASY AU 703943 20-Jun-97 EVERSAFE AU B507918 28-May-92 EVERSAFE AU B507917 28-May-92 ONE FOR ALL AU B534572 10-Nov-92 ONESHOT AU 729188 13-Mar-98 EVERSAFE BH 12374 09-Jan-90 EVERSAFE BH 12373 07-May-90 EVERSAFE BI 2478/BUR 01-Mar-90 BIG EASY BO 60469-C 09-Feb-96 EVERSAFE BO 49191 15-Sep-89 LITTLE EASY BO 60445-C 07-Feb-96 ONESHOT BO 60436-C 07-Feb-96 ALL IN ONE BR 817453148 06-Jun-95 BIG EASY BR 817543996 10-Jun-97 BIG EZ BR 817544003 09-Jan-96 EVERSAFE BR 814899170 13-Feb-91 EVERSAFE BR 815234074 28-Jan-92 LITTLE EASY BR 817588302 22-Aug-95 ONE FOR ALL BR 817453130 06-Jun-95 ONESHOT BR 817666931 21-Feb-96 EVERSAFE BS 13899 18-Feb-91 EVERSAFE BS 13898 07-Aug-91 1 10 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- EVERSAFE BS 13900 11-Mar-91 ALL IN ONE BX 534980 03-Jan-94 BIG EASY BX 511144 04-Mar-92 EVERSAFE BX 457280 02-Oct-89 KEY MAGIC BX 523711 01-Jul-93 LITTLE EASY BX 534820 01-Mar-94 MAGIC KEYS BX 521192 27-Oct-92 ONE FOR ALL BX 484964 02-May-91 ONESHOT BX 495457 02-Dec-91 SO EASY BX 534423 02-Aug-93 SPEAK EASY BX 533066 22-Jun-93 VCRPRO BX 510679 04-Mar-92 VIDEOPRO BX 510338 30-Mar-92 EVERSAFE CA 368895 25-May-90 KEY MAGIC CA 439452 17-Feb-95 LITTLE EASY CA 444904 07-Jul-95 ONE FOR ALL CA 445945 11-Aug-95 ONESHOT CA 440933 24-Mar-95 SO EASY CA 440931 24-Mar-95 VCRPRO CA 440932 24-Mar-95 ONE FOR ALL CH 401606 02-Jan-93 BIG EZ CL 415096 26-Oct-93 EVERSAFE CL 351038 16-Jan-90 EVERSAFE CL 344181 27-Jun-89 ONE FOR ALL CL 443330 13-Apr-95 ONESHOT CL 429857 08-Aug-94 BIG EASY CO 1676535 25-Oct-94 2 11 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- EVERSAFE CO 170362 21-Nov-94 LITTLE EASY CO 170753 25-Oct-94 ONE FOR ALL CO 167652 25-Oct-94 ONESHOT CO 182216 29-Sep-95 BIG EASY DE 2029764 08-Feb-93 EVERSAFE DE 1164666 25-Sep-90 KEY MAGIC DE 2046261 04-Oct-93 LITTLE EASY DE 2055696 02-Feb-94 MAGIC KEYS DE 2046262 04-Oct-93 ONE FOR ALL & DESIGN DE 2042950 20-Aug-93 ONESHOT DE 2073692 02-Aug-94 SPEAK EASY DE 2093805 28-Mar-95 VCRPRO DE 2028941 28-Jan-93 VIDEOPRO DE 2029765 08-Feb-93 ONE FOR ALL DK VR06385 17-Jul-92 EVERSAFE DO 47740 14-Nov-89 EVERSAFE DO 47746 14-Nov-89 EVERSAFE DZ 41010 08-May-89 BIG EASY EC 1356-95 17-Apr-95 EVERSAFE EC 5430-95 16-Dec-90 EVERSAFE EC 5521-95 07-Jun-90 EVERSAFE EC 5522-95 07-Jun-90 LITTLE EASY EC 1357-95 17-Apr-95 ONE FOR ALL EC 2683-94 29-Aug-94 ONESHOT EC 1354-95 17-Apr-95 VCRPRO EC 1345-95 17-Apr-95 EVERSAFE EG 74103 08-Mar-93 3 12 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- EVERSAFE EG 74104 08-Mar-93 EVERSAFE EG 74105 08-Mar-93 BIG EASY ES 1782873 20-Sep-94 KEY MAGIC ES 1781455 03-Apr-96 MAGIC KEYS ES 1781456 03-Apr-96 ONESHOT ES 1781457 24-Sep-93 SPEAK EASY ES 1786121 05-Apr-94 ONE FOR ALL FI 125070 22-Feb-93 ALL IN ONE FR 93/479530 21-Jan-94 BIG EASY FR 93/483244 04-Mar-94 EVERSAFE FR 1549486 06-Sep-89 KEY MAGIC FR 93460382 03-Sep-93 LITTLE EASY FR 93483246 04-Mar-94 MAGIC KEYS FR 93460383 18-Mar-93 ONE FOR ALL FR 1715378 27-Dec-91 ONESHOT FR 93/483243 04-Mar-94 SO EASY FR 93/483245 09-Sep-93 SPEAK EASY FR 93/494804 30-Nov-93 VCRPRO FR 92427718 22-Jul-92 VIDEOPRO FR 92418017 23-Oct-92 BIG EASY GB 1493477 12-Nov-93 EVERSAFE GB B1488908 26-Aug-94 EVERSAFE GB B1488907 03-Jan-95 KEY MAGIC GB B1517331 21-Sep-92 LITTLE EASY GB B1517950 14-Oct-92 ONE FOR ALL GB B1425401 18-Dec-92 ONESHOT GB 1451507 20-Sep-94 4 13 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- SPEAK EASY GB 1539582 10-Mar-95 VIDEOPRO GB 1495556 27-Mar-93 EVERSAFE GN 79/82 25-Jul-89 EVERSAFE GR 93130 17-Feb-92 ONE FOR ALL GR 115574 17-May-96 EVERSAFE GT 60408 22-May-90 EVERSAFE GT 60407 22-May-90 KEY MAGIC HK B8167/94 21-Sep-92 ONE FOR ALL HK B4417/94 11-Nov-91 EVERSAFE ID 268042 24-Oct-91 ONE FOR ALL IE 155762 03-Aug-93 ONE FOR ALL IL 1610477 03-Jun-98 EVERSAFE IS 949/1989 08-Dec-89 BIG EASY IT 661767 08-Nov-95 KEY MAGIC IT 666279 29-Dec-95 MAGIC KEYS IT 666277 29-Dec-95 ONE FOR ALL IT 636902 19-Dec-94 SPEAK EASY IT 663196 24-Nov-95 VIDEOPRO IT 661766 08-Nov-95 BIG EASY JP 4077026 31-Oct-97 EVERSAFE JP 2721983 06-Jun-97 EVERSAFE JP 2579835 30-Sep-93 KEY MAGIC JP 3127131 29-Mar-96 LITTLE EASY JP 3134428 29-Mar-96 ONE FOR ALL JP 3241813 25-Dec-96 VCRPRO JP 2709493 31-Aug-95 KEY MAGIC KR 283103 13-Jan-94 5 14 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- MAGICKEYS KR 283102 13-Jan-94 ONE FOR ALL KR 252372 21-Oct-92 BIG EZ MX 466731 18-Jul-94 EVERSAFE MX 368741 23-Oct-89 EVERSAFE MX 365547 09-Aug-89 KEY MAGIC MX 481617 06-Dec-94 LITTLE EASY MX 503441 08-Sep-95 ONE FOR ALL MX 473944 20-Sep-94 ONE SHOT MX 476578 11-Oct-94 SPEAK EASY MX 509976 24-Nov-95 EVERSAFE NG 50701 06-Jun-89 EVERSAFE NG 50702 06-Jun-89 ONE FOR ALL NO 1588455 26-Aug-93 EVERSAFE NT 15424 11-Sep-89 EVERSAFE NZ 189587 13-Jul-95 EVERSAFE NZ B189588 28-May-92 ONE FOR ALL NZ 229095 04-Aug-93 EVERSAFE PA 053745 27-Aug-91 EVERSAFE PA 053743 27-Aug-91 BIG EASY PE 8654 19-Jul-94 EVERSAFE PE 80556 26-Jul-89 EVERSAFE PE 80557 26-Jul-89 LITTLE EASY PE 8588 11-Jul-94 ONE FOR ALL PE 7783 22-Jun-94 ONESHOT PE 8589 11-Jul-94 VCRPRO PE 15107 30-Mar-95 BIG EASY PY 174310 27-Dec-94 6 15 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- EVERSAFE PY 137091 01-Nov-89 EVERSAFE PY 135813 16-Aug-89 LITTLE EASY PY 174311 27-Dec-94 ONE FOR ALL PY 168155 05-Apr-94 ONESHOT PY 174309 27-Dec-94 VCRPRO PY 178584 26-Jul-95 EVERSAFE RK 2579835 30-Sep-93 EVERSAFE RK 6820 12-Dec-90 EVERSAFE RU 88175 05-Mar-90 ONE FOR ALL SE 300289 07-Apr-95 EVERSAFE SO 3688 01-Aug-89 EVERSAFE SR 12468 10-Apr-89 EVERSAFE SV 125 27-Sep-90 EVERSAFE TH 131809 17-Nov-89 EVERSAFE TI 7190 24-Apr-89 EVERSAFE TN EE89.0545 15-Jun-89 EVERSAFE TR 1114990 13-Apr-89 EVERSAFE TT 18351 03-Jan-95 EVERSAFE TW 470180 16-Dec-89 ONE FOR ALL TW 583970 15-Jan-93 ALL IN ONE US 1879123 14-Feb-95 BIG EASY US 1789855 24-Aug-93 EVERSAFE US 1565671 14-Nov-89 EVERSAFE US 1564267 07-Nov-89 EVERSAFE US 1563242 31-Oct-89 KEY MAGIC US 1802632 02-Nov-93 LITTLE EASY US 1826857 15-Mar-94 7 16 TRADEMARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE - - --------- ------- ------------------- ----------------- ONE CALL US 2005111 01-Oct-96 ONE FOR ALL US 1610477 21-Aug-90 ONE FOR ALL & DESIGN US 1923489 03-Oct-95 ONE FOR ALL LITE US 1922854 26-Sep-95 ONE SHOT US 1841190 21-Jun-94 PUTTING YOU IN CONTROL OF US 2146387 24-Mar-98 TODAY'S TECHNOLOGY PUTTING YOU IN CONTROL OF US 2146388 24-Mar-98 TODAY'S TECHNOLOGY SO EASY US 1916015 05-Sep-95 SPORTS CLICKER US 2019647 26-Nov-96 SPORTS CLICKER & DESIGN US 2030693 14-Jan-97 UNIVERSAL ELECTRONICS & DESIGN US 2150809 14-Apr-98 UNIVERSAL ELECTRONICS & DESIGN US 2150807 14-Apr-98 UNIWAND US 1736318 01-Dec-92 EVERSAFE UY 229392 16-Nov-89 LITTLE EASY UY 269348 04-Nov-96 ONE SHOT UY 269350 14-Feb-96 VCRPRO UY 269351 04-Aug-95 EVERSAFE ZA 29127 27-Jun-90 ONE FOR ALL ZA 93/6647 05-Aug-93 EVERSAFE ZR 1886/89 26-Mar-91 EVERSAFE ZW B398/89 05-Jul-89 EVERSAFE ZW B397/89 05-Jul-89 8