ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement) dated as of April 25, 2005 by and between VERISIGN, INC. (Purchaser), a Delaware corporation, and LIGHTBRIDGE, INC, a Delaware corporation (Seller).

RECITALS

WHEREAS, Seller is the owner of certain assets in connection with its Intelligent Network Solutions business unit (the INS Business), including assets used in or related to its Prepay IN software, as set forth on Exhibit A attached hereto (the Purchased Assets); and

WHEREAS, Purchaser wishes to acquire, and Seller is prepared to sell, the Purchased Assets and the INS Business related thereto, upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

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

Code means the United States Internal Revenue Code of 1986, as amended.

Contracts mean Customer Contracts and Vendor Contracts.

Control and its correlative meanings, controlling, controlled by, and under common control with, means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity.

Customer Contracts means license, distribution, reseller, maintenance and support, and services agreements, of any kind, pursuant to which Seller has granted to third parties rights to the INS Software or the INS Business. All the Customer Contracts are set forth in Exhibit B hereto.

Encumbrance means, with respect to any property or asset, any mortgage, lien (including any mechanics or materialmens lien, tax lien shipper or warehousemens lien or customs lien), pledge, charge, security interest, right of first refusal, option or other right to acquire, transfer for security, claim, easement, conditional sale agreement, title retention agreement, defect in title, or other interest, lien or adverse claim of any nature in respect of such property or asset whether voluntary or involuntary and whether arising by law, contract or otherwise but excludes licenses granted pursuant to the Customer Contracts.

Escrow Agent shall mean U.S. Bank, National Association.

Escrow Agreement means the agreement among the Seller, Purchaser and the Escrow Agent in substantially the form of Exhibit C hereto.

Excluded Contract means a Contract which requires a written consent from a third party for the Contracts assignment to Purchaser and such written consent has not been obtained as of the Closing Date.

Excluded Intellectual Property means Intellectual Property owned by a third party that is used by Seller in and outside of the INS Business, but that is not included in the Purchased Assets. Excluded Intellectual Property is separately identified in Schedule 4.6(a).

Governmental Entity shall mean any federal or state court, arbitral tribunal, administrative agency or commission or other federal, state or local governmental or regulatory authority or agency.

Harmful Code means any computer code or other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including but not limited to worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.

Indemnification Period shall have the meaning set forth in Section 8.4.

INS Intellectual Property means the INS Software and any other Intellectual Property used in or necessary to conduct the INS Business as it is conducted by Seller, exclusive of the Excluded Intellectual Property.

INS Software means the Prepay IN software product, in source code and object code form, its associated documentation (e.g., user guides and other documentation and specifications associated with the software and hardware, such as, for example, manuals describing the use, functionality, performance and technical specifications of the software), and, as applicable, related hardware, tools, modules, and applications.

Intellectual Property includes the following, and all worldwide right, title and interests in and to, or a right to use, the following:

(a) inventions, invention disclosures, certificates of invention and other indicia of invention ownership, designs, algorithms, mask works and other industrial property, and all enhancements and improvements thereto, whether patentable or unpatentable and whether or not reduced to practice, and all patents and patent rights (if any) in connection therewith (including all US and foreign patents and patent applications of all classes and types, and all divisions, continuations, continuations-in-part, reissues, re-examinations, and extensions thereof), whether or not registered;

(b) registered and unregistered trademarks, service marks, and other commercial product or service designations of source, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations, and renewals in connection therewith, and all goodwill associated therewith;

(c) registered and unregistered copyrightable works and copyrights, moral rights and other rights of authorship, attribution, integrity or paternity, and all applications, registrations, and renewals in connection therewith;

(d) trade secrets and other proprietary information of any kind (including ideas, research and development, know-how, technical information, formulas, compositions, manufacturing and production processes and techniques, data, designs, drawings, specifications, customer, reseller, partner, and supplier lists, pricing and cost information, and business and marketing plans and proposals, correspondence, and source code, whether in tangible or intangible form, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically or in writing);

(e) computer software (including data and related documentation), firmware, compilations, collections, databases and database rights (including under the EC Database Directive), toolsets, web sites, content and data, and related rights;

(f) versions, derivatives, enhancements, and improvements of any of the assets or materials described in this definition, and all copies and tangible embodiments thereof (in whatever form or medium);

(g) statutory, contractual and other claims, demands and rights for royalties, fees or other income from any of the foregoing, and all rights to sue for infringement or violation of any of the foregoing, and all proceeds thereof; and

(h) any other rights under patent, trademark, copyright, trade secret laws, and other intellectual property rights recognized in any jurisdiction worldwide.

Knowledge means, the actual conscious awareness, or not, as the context requires, of the particular fact by Kevin Bresnahan, Per Nygren, Darin Buchanan, Steve Wooten, Pedro Afable, Kurt Nagel, David Freese, any corporate officer of Seller, or the general manager of the INS Business (if other than Kevin Bresnahan). Any such individual shall be deemed to have actual knowledge of a particular fact, circumstance, event or other matter if such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) in, or that have been in, such individuals possession, including personal files of such individual.

Liability or Liabilities means any direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, known or unknown, accrued or unaccrued, due or to become due, liquidated or unliquidated.

Licensed Back Intellectual Property means the Intellectual Property that comprises or is embodied in version 9.2 of the INS Software.

Material Adverse Effect means any event, circumstance, condition, development, change in, effect or occurrence, whether individually or in the aggregate with any other event, circumstance, condition, development, change in, effect or occurrence, causing, resulting in or giving rise to a material adverse effect upon the INS Business and/or any of the Purchased Assets, including the operations or results of operations or future prospects of the INS Business, except any such effect resulting from or arising in connection with changes in economic, industry, regulatory, or political conditions generally.

Open Source Software includes software of the type commonly referred to as open source, including without limitation, software licensed or distributed under any public license or of the following or similar licenses or distribution models: GNUs General Public License (GPL) or Lesser/Library GPL (LGPL); The Artistic License (e.g. PERL); the Mozilla Public License; the Netscape Public License; the Sun Community Source License (SCSL); the Sun Industry Standards License; any other licenses approved by the Open Source Initiative; or any other similar license or distribution models. For the avoidance of doubt, this definition includes any software that requires as a condition of use, modification or distribution, that any software incorporated with, derived from or distributed with such software: (i) be disclosed or distributed in source code form, (ii) be redistributed at no charge, and/or (iii) be licensed for the purpose of making derivative works or be provided to a third party with the right to create derivative works.

Owned Intellectual Property means Intellectual Property included in the INS Intellectual Property (defined in Section 4.6(a), below) that is owned by Seller as of the Closing Date, including the Intellectual Property identified in Schedule 4.6(a).

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.

Registered Intellectual Property means Owned Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by any governmental or quasi-governmental agency or non-governmental registrar or administrative entity, anywhere in the world as of the Closing Date.

Tax or Taxes means any means (i) any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind imposed by any governmental entity or taxing authority, including, without limitation, taxes or other charges on, measured by, or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customs duties, tariffs and similar charges; (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, combined, consolidated or unitary group for any Taxable period; (iii) any liability for the payment of any amounts of the type described in (i) as a result of being a person required by law to withhold or collect taxes imposed on another person; (iv) any liability for the payment of amounts of the type described in (i), (ii), (iii) as a result of being a transferee of, or a successor in interest to, any person or as a result of an express or implied obligation to indemnify any person; and (v) any and all interest, penalties, additions to tax and additional amounts imposed in connection with or with respect to any amounts described in (i), (ii), (iii) or (iv).

Tax Return means any return, report, statement, form or other documentation (including any additional or supporting material and any amendments or supplements) filed or maintained with any governmental agency, or required to be filed or maintained, with respect to or in connection with the calculation, determination, assessment or collection of any Taxes.

Third Party Intellectual Property means INS Intellectual Property owned by a party other than Seller, including without limitation commercially available technologies.

Unassumed Liabilities means any Liability of Seller to the extent arising out of or related to events, facts, circumstances or conditions existing or arising, in whole or in part, on or prior to the Closing Date, including but not limited to each of the following: (i) Liabilities arising out of any default by Seller on or prior to the Closing Date of any provision of any Contract; (ii) any Liabilities arising out of or related to any assets of the Seller that are not Purchased Assets; (iii) any and all Liabilities arising on or prior to the Closing Date or as a result of the Closing for salary, severance, bonuses or any other form of compensation to any employees, agents or independent contractors of Seller, whether or not employed by Purchaser after the Closing, and whether or not arising under any applicable law, benefit plan or other arrangement; (iv) any Liability arising out of or related to the actual or constructive termination of any employee by Seller; and (v) any Liability arising out of or related to the termination of any Contract or Agreement by Purchaser at any time prior to the Closing Date. Notwithstanding any provision to the contrary, Unassumed Liabilities shall not include any obligations of Purchaser arising from or related to performance of the Assumed Contracts from and after the Closing Date.

2.1. At the Closing (as defined in Section 3.1 below), on the terms and subject to the conditions of this Agreement, Seller will assign, convey, transfer and deliver to Purchaser: (i) the Purchased Assets and (ii) the INS Business related thereto in consideration of a payment of $17,450,000 in cash (the Cash Consideration).

2.2. The parties will agree on a preliminary allocation of the Cash Consideration among the Purchased Assets (including the covenant not to compete referred to in Section 9.2) within 45 days after the Closing Date to enable Seller to file all necessary Tax Returns in connection with Taxes related to the transaction, and within 30 days of Seller providing Purchaser with copies of such filed Tax Returns, the parties will agree on the final allocation of the Cash Consideration. The parties agree to prepare and file any and all Tax Returns (including, without limitation, information Tax Returns) consistent with such allocation. Such allocation shall be made in accordance with Internal Code Section 1060 and the Treasury Regulations thereunder.

2.3. At the Closing, Purchaser shall assume and agree to pay, discharge or perform, as appropriate, those liabilities of Seller under the contracts listed on Exhibit G (the Assumed Contracts) arising from and after the Closing Date.

2.4. Notwithstanding anything in this Agreement to the contrary, except with respect to the obligations related to performance of the Assumed Contracts from and after the Closing Date, Purchaser is not assuming under this Agreement, or any other document or instrument executed in connection herewith, any Liability of Seller, including, without limitation, any of the Unassumed Liabilities.

2.5 Subject to the terms and conditions of this Agreement, Purchaser hereby grants to Seller, and Sellers outsourced third-party maintenance provider (the Third Party Maintenance Provider), and Seller hereby accepts from Purchaser, to be effective simultaneously with the transfer of the Owned Intellectual Property from Seller to Purchaser, a non-exclusive, non-transferable, fully paid-up license to use the executable version of the Licensed Back Intellectual Property internally, solely for Sellers performance and fulfillment of its obligations pursuant to the Master Services Agreement by and between Lightbridge, Inc. and America Online, Inc., dated June 2, 2004 (the AOL Agreement). The Licensed Back Intellectual Property shall at all times remain the property of Purchaser, and not Seller or Third Party Maintenance Provider and shall not be sublicensed or transferred by Seller or Third Party Maintenance Provider without the prior written consent of Purchaser. Seller and Third Party Maintenance Provider shall not directly or indirectly modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or sublicense any of the Licensed Based Intellectual Property. The Licensed Back Intellectual Property shall be treated at all times as Purchasers confidential information, including for purposes of the Nondisclosure Agreement referenced in Section 10.16 of this Agreement. During the term of this license, Purchaser shall provide to Seller such reasonable maintenance services for correcting software errors, excluding any enhancements and upgrades, with respect to the Licensed Back Intellectual Property as is necessary for the operation of the Licensed Back Intellectual Property in the same manner as it was operating prior to the Closing Date, in order to assist Seller in performing its obligations with respect to maintenance and support under the AOL Agreement; however, the parties agree that while Purchaser will use commercially reasonable efforts to provide maintenance services, Purchaser is not guaranteeing that it will meet any particular service levels or response/resolution times or other obligations of Seller under the AOL Agreement, and that Purchaser shall have no liability therefor. This license shall commence on the Closing Date and shall continue until June 10, 2006. This license shall be terminable by Purchaser in the event of any material breach of this Section 2.5, and in any event, shall terminate automatically upon termination or expiration of the AOL Agreement. Seller shall be responsible for the acts and omissions of the Third Party Maintenance Provider with respect to the Licensed Back Intellectual Property, and Purchaser will look solely to Seller in connection with assuring compliance by the Third-Party Maintenance Provider for compliance with all terms and conditions of this license, including but not limited to the specific limitations regarding the scope of this license, for the Licensed Back Intellectual Property. Seller will further provide adequate assurances, reasonably satisfactory to Purchaser, that the Third-Party Maintenance Provider has deleted any Licensed Back Intellectual Property code from its systems upon the termination or expiration of its relationship with Seller and, in any event, at the termination or expiration of the AOL Agreement. Seller will indemnify and hold Purchaser harmless from and against any claims, damages, losses or other liability incurred by Purchaser, including reasonable legal fees and related expenses, based upon (i) any act or omission of the Third Party Maintenance Provider with respect to the Licensed Back Intellectual Property and (ii) any action by AOL with respect to the Licensed Back Intellectual Property, excluding any claims arising from the gross negligence or willful misconduct of Purchaser.

Section 3. The Closing.

3.1. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement shall occur simultaneously (the Closing) and shall take place at the offices of DLA Piper Rudnick Gray Cary US LLP, 1775 Wiehle Avenue, Suite 400, Reston, Virginia 20190, commencing at 10:00 a.m. local time on May 31, 2005 (the Closing Date) or at such other place and time as Seller and Purchaser may agree.

3.2. Subject to the terms and conditions hereof, on the Closing Date: (i) Seller will deliver to Purchaser good and valid title to the Purchased Assets, free and clear of all Encumbrances and the INS Business; (ii) Purchaser will pay to Seller the Cash Consideration, less (x) the Escrow Fund (as defined herein) to be placed in escrow pursuant to Section 8.3, and (y) the amount of the Radiomovil Deposit as set forth in Section 9.12, and (iii) Purchaser shall deposit the Escrow Fund with the Escrow Agent.

3.3. On the Closing Date, Seller shall deliver to Purchaser such bills of sale, endorsements, assignments and other good and sufficient instruments of assignment, transfer and conveyance, in form and substance reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser all of Sellers title to the Purchased Assets (excluding the Excluded Assets), Assumed Contracts and the INS Business. Simultaneous with such delivery, Seller shall take such reasonable steps as may be necessary or appropriate, in the reasonable judgment of Purchaser, at and after the Closing so that Purchaser shall be placed in actual possession and operating control of the Purchased Assets, Assumed Contracts and the INS Business. From and after the Closing Date, upon request of Purchaser and at the cost and expense of Seller, Seller shall execute, acknowledge and deliver all such further assignments, transfers, conveyances and other instruments as may be necessary to assign, transfer and convey to and vest in Purchaser its right, title and interest in the Purchased Assets, Assumed Contracts and the INS Business, and as otherwise may be appropriate to carry out the transactions contemplated by this Agreement. In addition, if Purchaser identifies any material asset used prior to the Closing Date primarily in the INS Business but not included among the Purchased Assets or Excluded Assets, Purchaser shall provide a written notice to Seller identifying such asset and certifying its use in the INS Business, and Seller will transfer such asset to Purchaser for no additional consideration and will execute all documents reasonably necessary to vest in Purchaser all right, title and interest to such asset, free and clear of any Encumbrances.

Section 4. Representations and Warranties of Seller.
 

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