Preview | Asset Purchase Agreement |

A. Seller is in the business of providing hardware, including servers and gateways, for Buyer and other companies. Seller also provides software support and professional services through a focused professional services group for Buyer and other companies, including, but not limited to, software sales, software implementations and configurations (the "PSO Business").

1.1. Sale and Purchase of Assets. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Article 2.2 below), Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, assume and accept from Seller, all of Seller's right, title and interest in and to the following assets of Seller (collectively, the "Assets"):

(a) Certain Contract Rights. All of Seller's rights under the services and support contracts listed on Exhibit A attached hereto (collectively, the "Services and Support Contracts"). Some of the Services and Support Contracts are proposed contracts and are identified as such on Exhibit A.

(b) Other Contracts. All of Seller's rights and obligations under other contracts listed on Exhibit B attached hereto (collectively, the "Other Contracts" and, collectively with the software Services and Support Contracts, the "Assumed Contracts").

(c) Equipment. All of Sellers tangible assets related to and used in or useful for the PSO Business, including, but not limited to, furniture, fixtures, computers, hardware, software, manuals, training materials and other equipment listed on Exhibit C attached hereto (collectively, the "Equipment").

(d) Books and Records. All books and records relating to the Assumed Contracts and the other Assets including customer lists and records, mailing lists, marketing, sales and promotional materials and records, and all other books, records, files, data or databases, correspondence, memoranda, notes and other documents or papers and other evidence thereof relating to the PSO Business (collectively, the "Books and Records").

(a) Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer agrees to assume only those liabilities and obligations arising out of Buyer's ownership and operation of the PSO Business from and after the Closing Date (and in particular, with respect to obligations under the Assumed Contracts, only the obligations thereunder that are required pursuant to the Assumed Contracts to be performed after the Closing Date) (collectively, the "Assumed Liabilities").

(b) Retained Liabilities. Except as specifically set forth in subsection (a) above, Buyer will not assume any debts, obligations, rent, taxes, operating expenses, utilities or other liabilities of Seller of any character whatsoever, whether accrued, contingent or otherwise (the "Retained Liabilities"). All of the foregoing will be retained by Seller and Seller agrees to pay and satisfy when due any such liabilities and obligations not assumed by Buyer. Seller hereby acknowledges and agrees that Buyer shall not have any liability, obligation or responsibility for any breach of any of the Assumed Contracts prior to the Closing Date. Without limitation of the foregoing, Buyer will not assume (i) any accounts payable or debts, whether owed to banks, officers, shareholders, affiliates or other creditors of any nature whatsoever, (ii) any employment agreements, employee benefit plans or other employment related contracts or obligations except those obligations agreed upon in Article 5.5, or (iii) any obligations under any Contracts (as hereinafter defined) of Seller that are not Assumed Contracts.