BUSINESS UNIT PURCHASE AGREEMENT





                          DATED AS OF JANUARY 15, 2002





                                 BY AND BETWEEN





                               TELECOMPUTING, INC.





                                       AND





                                 COMMTOUCH INC.

{PAGE}



                        BUSINESS UNIT PURCHASE AGREEMENT



         THIS BUSINESS UNIT PURCHASE  AGREEMENT (this  "Agreement")  dated as of

January 15, 2002, is by and between  TeleComputing,  Inc., a Florida corporation

("Buyer") and COMMTOUCH INC., a California corporation  ("Seller").  Capitalized

terms not  otherwise  defined  herein shall have the  meanings  ascribed to such

terms in Section 9.7 of this Agreement.



         WHEREAS, Seller is interested in selling and transferring to Buyer, and

Buyer is interested in acquiring, Seller's business, assets, rights, and certain

obligations and liabilities,  relating to Seller's  proprietary  Hosted Exchange

Business Unit (the "Business");



         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the

representations,  warranties,  covenants and agreements  herein  contained,  and

intending to be legally bound hereby, Seller and Buyer hereby agree as follows:



                                    ARTICLE 1



                               PURCHASE OF ASSETS



         SECTION 1.1.  Purchase of Assets. At the Closing (as defined below) and

upon the terms and  subject to the  conditions  of this  Agreement,  Seller will

sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller,

the following assets (the "Assets"):



         (a)      Customer/Channel  Partner/Reseller  Agreements.  The customer,

                  channel  partner  and  reseller  agreements  set  forth in and

                  attached  to  Exhibit  A  hereto,   which  exhibit  is  hereby

                  incorporated into this Agreement.



         (b)      Equipment Lease Agreements. The equipment lease agreements set

                  forth in and  attached to Exhibit D hereto,  which  exhibit is

                  hereby incorporated into this Agreement.



         (c)      Data  Center  Agreements.  Seller's  use  of the  data  center

                  facilities  pursuant  to  the  agreements  set  forth  in  and

                  attached  to  Exhibit  B  hereto,   which  exhibit  is  hereby

                  incorporated   into  this  Agreement,   but  only  during  the

                  migration as described in Article 3 below.



         (d)      Seller Equipment.  All right, title and interest in and to the

                  equipment  set forth in  Exhibit  C,  attached  hereto,  which

                  exhibit is hereby incorporated into this Agreement, including,

                  but  not  limited   to,  any   applicable   and   transferable

                  manufacturers' and/or vendors' warranties and guarantees.



         (e)      Records. All relevant records, information, correspondence and

                  contracts relating to the foregoing.



         SECTION 1.2. Retained Assets.  Without  derogating from any other right

not  expressly   transferred   to  Buyer  herein  and  retained  by  Seller  and

notwithstanding the terms of

{PAGE}



Section 1.1, Seller shall not transfer to Buyer and the Assets shall not include

the Seller's  right,  title and  interest in and to any and all claims,  actions

and/or  demands of Seller  against  any  customer,  channel  partner,  reseller,

licensor,  vendor or  manufacturer  that accrued to Seller or arose prior to the

Closing including,  but not limited to, claims for payment of set-up, service or

professional service fees.



         SECTION 1.3.  Purchase Price. The "Purchase Price" for the assets shall

be paid in the manner described as follows:



         (a)      Buyer shall pay to Seller twenty percent (20%) of all revenues

                  collected  from  the  entities  set  forth  on  Exhibit  A for

                  services  performed  during the current  term of the  relevant

                  agreements identified in Exhibit A therewith, exclusive of any

                  renewal term of any such agreement. Such agreements may not be

                  cancelled,  replaced or otherwise amended voluntarily by Buyer

                  for the purpose of deferring revenues or otherwise  negatively

                  impact the payment obligations to Seller.



         (b)      Buyer shall pay to Seller ten percent  (10%) of all revenue of

                  any kind collected from prospective  customers,  resellers and

                  channel   partners   identified  by  the  parties  during  due

                  diligence prior to the Closing.  The payments  hereunder shall

                  be made based on revenue  collected  from each such entity for

                  services   performed   during  a  twelve  (12)  month   period

                  commencing  on the date  services are first  provided by Buyer

                  under each individual agreement entered into between Buyer and

                  any such customers,  resellers or channel partners. Before the

                  Closing,  these  entities  shall be  identified  on  Exhibit E

                  attached hereto and hereby incorporated into this Agreement.



         (c)      Buyer shall pay to Seller ten percent  (10%) of all revenue of

                  any kind  collected  from  customers,  resellers  and  channel

                  partners  referred  to Buyer by Seller for a period of two (2)

                  years subsequent to the Closing.  The payments hereunder shall

                  be made based on revenue  collected  from each such entity for

                  services   performed   during  a  twelve  (12)  month   period

                  commencing  on the date  services are first  provided by Buyer

                  under each individual agreement with such entity(ies).  Seller

                  shall submit to Buyer for its  consideration  a referral  form

                  containing, at a minimum, the information set forth in Exhibit

                  F attached hereto,  which exhibit is hereby  incorporated into

                  this  Agreement.  Buyer  may  accept  or  reject  to  pursue a

                  business   relationship   with  any   referral   at  its  sole

                  discretion.  Further, Buyer may reject any such referral if it

                  can prove by  reliable  means  that,  within the  twelve  (12)

                  months prior to the referral,  it had been in discussions with

                  the relevant  entity for sale of the relevant  service to such

                  entity.



         (d)      At  Closing,  Buyer  shall pay to  Seller  an amount  equal to

                  twenty-five  percent  (25%)  of  the  cost  to  Seller  of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC