1
ASSET PURCHASE AGREEMENT
DATED AS OF FEBRUARY 1, 2004
BY AND AMONG
QWIKQUOTE, INC.
A DELAWARE CORPORATION
and
APTUS CORP
A DELAWARE CORPORATION
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
February 1, 2004, by and among QWIKQUOTE, INC., a Delaware corporation, the
"Seller") and APTUS CORP., a Delaware corporation.
RECITALS
WHEREAS, Seller has been engaged in the business of developing and
marketing software quotation products for use in businesses requiring price
quotations for prospective customers and clients and has announced its intention
to withdraw from such business (the "Business");
WHEREAS, Seller has in the course of operating the Business developed
preliminary product designs and prototypes for products related to software
quotation products for use in businesses and Seller own certain equipment useful
in this product development that it will not need to meet its remaining customer
obligations associated with the Business; and
WHEREAS, Buyer desires to purchase from Seller and Seller desire to sell to
Buyer, such software, designs, prototypes and equipment, together with Seller'
intellectual property rights pertaining thereto all as described in Exhibit A
hereto (collectively, the "Assets") on the terms and subject to the conditions
hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties, covenants and agreements hereinafter set
forth, and intending to be legally bound, the parties hereto hereby agree as
follows:
SECTION 1. SALE OF ASSETS.
Upon the terms and subject to the conditions set forth in this Agreement,
on the Closing Date (as defined below), Seller shall sell, convey, assign,
grant, transfer and deliver to Buyer, and Buyer shall purchase, acquire and
receive from Seller the Assets, free and clear of all liens, mortgages, pledges,
security interests, restrictions, prior assignments, encumbrances and claims of
every kind, nature or character ("Liens").
The parties acknowledge that Seller's rights under the Software License
Agreement (the "License Agreement"). Seller shall have no further liability to
Buyer pursuant to the License Agreement.
Any intellectual property relating to the Field (as defined below) which is
developed by Seller's employees whose principal work related to the Field
including ▇▇▇▇ ▇▇▇▇, V. Pres. of Development, Fan Fhigou and ▇▇▇▇▇ ▇▇▇▇▇▇▇ on or
before February 1, 2004, shall be deemed to be included within the Assets and to
be the property of Buyer.
SECTION 2. CONSIDERATION FOR TRANSFER OF THE ASSETS
2.1 PURCHASE PRICE. The purchase price for the Assets shall be $25,000, of
which $21,010 shall be payable to the Seller upon closing and $3,990 shall be
issued to Seller in 420,000 restricted Aptus warrants at a strike price of $
..0095 per warrant.
Notwithstanding anything else in this Agreement to the contrary, except as
specifically set forth in Section 1, Buyer shall not assume, pay, perform, or
discharge, and Seller shall solely retain, pay, perform and discharge, all
obligations and liabilities of Seller relating to the Business, whether
disclosed, undisclosed, direct, indirect, fixed or contingent, known or unknown,
incurred in the ordinary course of business or otherwise.
2.2 PAYMENTS. Subject to the terms and conditions of this Agreement, in
consideration of the transfer of the Assets, Buyer shall pay to Seller Payments
equal to $25,000 by (i) $21,010 payable in cash upon closing and (ii) $3,990
payable in 420,000 restricted Aptus warrants at a value of $ .0095 per warrant
transferable at closing. Said rights and preferences of the common stock are as
stated in the Certificate of Incorporation authorizing the existence of Aptus
stock.
2.3 CONSULTING AND NON-COMPETITION AGREEMENTS At the Closing, Buyer shall
enter into Consulting Agreements with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and Win ▇▇▇▇▇▇▇, and
Non-Competition Agreements with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and Win ▇▇▇▇▇▇▇. The forms
for these agreements are attached as Exhibit
2.4 PAYMENT OF TRANSITION BONUS Buyer agrees to pay ▇▇▇ ▇▇▇▇▇ $9,000 to
enable the transition of assets from QwikQuote Development to Aptus. ▇▇. ▇▇▇▇▇
will be responsible for ensuring the transition of software code, customer base,
and other sensitive information.
2.5 PAYMENT OF FINDER'S FEE Buyer agrees to pay ▇▇▇▇ ▇▇▇▇▇ a "finder's fee"
of $9,000 for arranging the transaction.
SECTION 3. THE CLOSING.
3.1 THE CLOSING. The closing of the transactions contemplated hereby (the
"Closing") shall be held at the offices of Miles Garnett, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. Eastern Standard Time on February 1, 2004
or such other place, time and date as Buyer and Seller may mutually select. The
time and date on which the Closing is actually held is referred to herein as the
"Closing Date."
3.2 DOCUMENTS TO BE DELIVERED AT CLOSING. On the Closing Date, subject to
the terms and conditions of this Agreement, Seller shall deliver to Buyer such
bills of sale, assignments, endorsements and other recordable instruments of
assignment, transfer and conveyance, in form and substance reasonably
satisfactory to Buyer and its counsel, as shall be effective to vest in Buyer
all of the right, title and interest of Seller in and to the Assets free and
clear of all Liens.
3.3 USE OF ASSETS. Following the Closing, Seller shall be entitled to use
the Assets as necessary for the wind-up of QwikQuote, Inc. In such case, the
physical transfer of such Assets shall occur on a date to be agreed by the
parties, but no later that February 6, 2004, and Seller shall insure the Assets
for the benefit of Buyer until such transfer.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER.
Except as set forth on the Schedule of Exceptions, Seller hereby represent
and warrant to Buyer as follows:
4.1 ORGANIZATION; POWER; GOOD STANDING. QwikQuote, Inc. is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, each of the Seller has all requisite corporate power and
authority to own, operate and lease its properties and to carry on its business
as now conducted and is qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which the failure so to qualify
could have a material adverse effect on Seller, taken as a whole, or the Assets.
4.2 AUTHORITY, APPROVAL AND ENFORCEABILITY.
(a) The Seller has full corporate power and authority to execute, deliver
and perform its obligations under this Agreement and all agreements, instruments
and documents contemplated hereby, and all corporate action of Seller necessary
for such execution delivery and performance has been duly taken.
(b) This Agreement is a legal, valid and binding obligation of Seller, and,
upon due execution and delivery by the parties thereto, all agreements,
instruments and documents to be executed by Seller in connection with the
transactions contemplated hereby will be legal, valid and binding obligations of
Seller, each enforceable against Seller in accordance with their respective
terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, and subject to general equity principles and to limitations on
availability of equitable relief, including specific performance.
4.3 NO CONFLICT. The execution and delivery by Seller of this Agreement and
any other agreements, instruments and documents to be executed and delivered by
Seller pursuant hereto do not, and the performance and consummation by Seller of
the transactions contemplated hereby and thereby will not, conflict with or
result in any breach or violation of or default, termination, forfeiture or lien
under (or upon the failure to give notice or the lapse of time, or both, result
in any conflict with, breach or violation of or default, termination, forfeiture
or lien under) any terms or provisions of Seller' charter documents, each as
amended, or any statute, rule, regulation, judicial or governmental decree,
order or judgment, to which Seller is a party or to which Seller or the Assets
are subject.
4.4 NO CONSENT REQUIRED. No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing with,
any foreign, federal, state, local or other governmental authority or regulatory
body or any court or other tribunal to which Seller or the Assets are subject is
required for the execution, delivery or performance by Seller of this Agreement
or any of the other agreements, instruments and documents being or to be
executed and delivered hereunder or in connection herewith or for the
consummation of the transactions contemplated hereby or thereby.
4.5 TITLE TO ASSETS. Seller has good and marketable title to the Assets,
free and clear of all Liens. Upon delivery by Seller to Buyer of the Assets at
Closing, Buyer will acquire good and marketable title to the Assets free and
clear of all Liens.
4.6 TRANSITORY PERIOD. Upon closing, the operations of QwikQuote will have
been transitioned to APTUS such that billing, collections, customer service,
etc. will be handled by APTUS' employees in Washington State. The back end
systems will be integrated so that customer billing will be integrated with
APTUS' backend system. Seller will take responsibility with Buyer's input to
develop and distribute material to existing customers and notify them of the
transaction to effect a smooth transition of the customers to APTUS. APTUS will
retain all sales staff for a period of no less than one year.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER.
As a material inducement to Seller to enter into this Agreement, Buyer
represents and warrants to Seller as follows:
5.1 ORGANIZATION; POWER; GOOD STANDING. Buyer is a company duly organized,
validly existing and in good standing under the laws of the State of Delaware,
has all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now conducted and is qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
in which the failure so to qualify could have a material adverse effect on the
business, assets, operations or financial condition of Buyer.
5.2 AUTHORITY, APPROVAL AND ENFORCEABILITY.
(a) Buyer has full corporate power and authority to execute, deliver and
perform its obligations under this Agreement and all agreements, instruments and
documents contemplated hereby, and all corporate action of Buyer necessary for
such execution, delivery and performance has been duly taken.
(b) This Agreement is a legal, valid and binding obligation of Buyer, and,
upon due execution and delivery by the parties thereto, all agreements,
instruments and documents to be executed by Buyer in connection with the
transactions contemplated hereby will be legal, valid and binding obligations of
Buyer, each enforceable against Buyer in accordance with its respective terms,
except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, and subject to general equity principles and to limitations on
availability of equitable relief, including specific performance.
5.3 NO CONFLICT. The execution and delivery by Buyer of this Agreement and
any other agreements, instruments and documents to be executed and delivered by
Buyer pursuant thereto do not, and the performance and consummation by Buyer of
the transactions contemplated hereby and thereby will not, conflict with or
result in any breach or violation of or default, termination, forfeiture or lien
under (or upon the failure to give notice or the lapse of time, or both, result
in any conflict with, breach or violation of or default, termination, forfeiture
or lien under) any terms or provisions of Buyer's charter documents, each as
amended, or any statute, rule, regulation, judicial or governmental decree,
order or judgment, agreement, lease or other instrument to which Buyer is a
party or to which Buyer or its assets are subject that has or is likely to have
a material adverse effect on the business, assets, operations or financial
condition of Buyer.
5.4 NO CONSENT REQUIRED. No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing with,
any foreign, federal, state, local or other governmental authority or regulatory
body or any court or other tribunal or any party to any contract, agreement,
instrument, lease or license to which Buyer is a party or to which Buyer or its
assets are subject that has or is likely to have a material adverse effect on
the business, assets, operations or financial condition of Buyer, is required
for the execution, delivery or performance by Buyer of this Agreement or any of
the other agreements, instruments and documents being or to be executed and
delivered hereunder or in connection herewith or for the consummation of the
transactions contemplated hereby.
SECTION 6. ADDITIONAL AGREEMENTS.
6.1 CONFIDENTIALITY. For a period of three years from the date of this
Agreement, each party hereto shall hold in confidence and use its best efforts
to have all of their respective employees, agents, representatives and
affiliated companies hold in confidence all documents and other written material
containing information of a confidential nature belonging to the other party
(including, but not limited to, the intellectual property rights contained in
the Assets), and, except as contemplated by this Agreement, shall not disclose,
publish, use or permit others to use the same; provided, however, that the
foregoing restriction shall not apply to any portion of the foregoing which: (i)
becomes generally available to the public in any manner or form through no fault
of either party, or their respective employees, agents or representatives; (ii)
is released for disclosure by one party with the other party's consent or (iii)
when such disclosure is required by a court or a governmental agency or is
otherwise required by law or is necessary in order to establish rights under
this Agreement or any other agreements referred to herein.
6.2 PAYMENT OF EXPENSES. Whether or not the transactions contemplated by
this Agreement are consummated and, except as otherwise may be expressly
provided herein, each party shall pay its own fees, expenses and disbursements
and those of its respective agents, representatives, consultants, accountants
and counsel incurred in connection with this Agreement and all other costs and
expenses incurred in the performance and compliance with all conditions to be
performed by such party under this Agreement.
6.3 SALES, TRANSFER AND USE TAXES. Seller shall pay all sales, transfer and
use taxes arising out of the transfer of the Assets.
6.4 INFORMATION RELATING TO TAXES. Seller shall furnish to Buyer from time
to time after the Closing Date any information reasonably requested by Buyer
which is in the possession of or reasonably available to Seller to permit Buyer:
(i) to file on a timely basis its federal income tax returns and its estimated
federal income tax returns and any other tax returns which may be required by
any federal, state, local or foreign tax authority, and (ii) to comply with
orders issued by any federal, state, local or foreign governmental authority.
6.5 EMPLOYEES. Buyer may hire any employee of QwikQuote, Inc. whose
principal work relates to the Field, however, such hired employees must give
Seller one weeks written notice of the termination of their employment with
Seller.
6.6 FURTHER ASSURANCES. Seller, at any time after the Closing, at the
request of Buyer and at Buyer's sole expense, shall execute, acknowledge and
deliver any further assignments, conveyances and other assurances, documents and
instruments of transfer, and will take any other action consistent with the
terms of this Agreement, that may reasonably be necessary for the purpose of
assigning, granting and confirming to Buyer all Assets to be conveyed pursuant
to this Agreement.
6.7 QwikQuote Development grants to Aptus the exclusive and perpetual
license to use the collection of quotations in the inspire.txt file in QwikQuote
software, and Aptus grants to ▇▇▇▇▇ ▇▇▇▇ the perpetual and exclusive license to
use the inspire.txt file in printed or other formats.
6.8 Aptus agrees to assume the QwikQuote Development lease at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇-▇▇-▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ through April 30, 2004.
SECTION 7. MISCELLANEOUS.
7.1 ENTIRE AGREEMENT. This Agreement, including the schedules and exhibits
hereto, contains the entire understanding among the parties hereto and with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, representations, inducements or
conditions, express or implied, oral or written, except as set forth herein. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof.
7.2 AMENDMENT AND WAIVER. This Agreement may not be modified, amended or
supplemented other than by an agreement in writing executed by all parties
hereto. No waiver shall be binding unless executed in writing by the party
making the waiver. No waiver of any provisions, breach or default of this
Agreement shall be deemed or shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.
7.3 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise
any right, power or remedy accruing to any party, upon any breach, default or
noncompliance by another party under this Agreement, shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of or in any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character of
any breach, default or noncompliance under this Agreement or any waiver of any
provisions or conditions of the Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or otherwise afforded to any party, shall
be cumulative and not alternative.
7.4 ASSIGNMENT: BINDING UPON SUCCESSORS AND ASSIGNS. Neither party hereto
may assign any of its rights or obligations hereunder without the prior written
consent of the other party hereto. This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
7.5 NOTICES. All notices, requests, demands and other communications
required or permitted under this Agreement and the transactions contemplated
herein shall be in writing and shall be deemed to have been duly given, made and
received on the date when delivered by hand delivery with receipt acknowledged,
or upon the next business day following receipt of telex or telecopy
transmission, or upon the third day after deposit in the United States mail,
registered or certified with postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to Buyer:
Aptus Corp.
Attn: ▇▇▇▇ ▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to Seller:
QwikQuote Development, Inc
ATTN: ▇▇▇▇▇ ▇▇▇▇, President
▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 609/ ▇▇▇-▇▇▇▇
Any party may alter the addresses to which communications or copies are to
be sent by giving notice of such change of address in conformity with the
provisions of this Section 7.5 for the giving of notice.
7.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by any party to this Agreement or pursuant hereto shall survive
the Closing. The representations and warranties hereunder shall not be affected
or diminished by any investigation at any time by or on behalf of the party for
whose benefit such representations and warranties were made.
7.7 INCORPORATION OF SCHEDULES AND EXHIBITS. All schedules, exhibits and
other documents and written information required to be delivered pursuant to
this Agreement are incorporated into this Agreement by this reference and are
warranted by the party or parties which deliver the same to be accurate and
complete in all material respects.
7.8 EXPENSES. Each party will bear its respective expenses and legal fees
incurred with respect to this Agreement, and the transactions contemplated
hereby.
7.9 CAPTIONS. The captions contained in this Agreement are for
convenience and reference purposes only and shall not affect in any way the
meaning and interpretation of this Agreement.
7.10 SEVERABILITY. If any provision of this Agreement, or the application
thereof, will for any reason and to any extent be invalid or unenforceable, the
remainder of this Agreement and application of such provision to other persons
or circumstances will be interpreted so as reasonably to effect the intent of
the parties hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the greatest extent possible, the economic, business and
other purposes of the void or unenforceable provision.
7.11 GOVERNING LAW. In all respects, including all matters of construction,
validity and performance, this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware applicable to
contracts made and performed in such state, without regard to the principles
thereof regarding conflict of laws.
7.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof shall bear the signatures of
all of the parties indicated as the signatories hereto.
7.13 ATTORNEYS' FEES. In the event that any action or proceeding is brought
by either party to enforce or interpret any provision, covenant or condition
contained in this Agreement, the prevailing party in such action or proceeding
(whether after trial or appeal) shall be entitled to recover from the party not
prevailing its expenses therein, including reasonable attorneys' fees and
allowable costs.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYER: APTUS CORP.
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chairman and President
SELLER: QWIKQUOTE, INC.
a Delaware corporation
By:/s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
EXHIBIT A
QWIKQUOTE INVENTORY
12-29-03 -REVISION 12:26 PM
1 HP LaserJet 5 Printer
1 HP DeskJet Printer
1 HP OfficeJet Fax Machine
1 Veriphone Printer 250 - Credit Card Printer
1 Tranz 330 - Credit Card Swipe Machine
1 Battery Backup - NEW - APC
1 Battery Backup - Needs new Battery - APC
1 Seagate Tape Backup
COMPUTERS - MINI AND MID TOWER CLONES
1 AMD K-6
1 P1 - Windows 95 32 Mg RAM
1 Inteva AMI BIOS
1 Mini Tower Clone
1 Inteva
1 A1 Brand Mid Tower
1 Clone
MONITORS
1 Compaq 1024 14"
1 Samsung 700B 15"
1 Samsung 3NE 14"
2 Utobia 14"
1 Axion 14"
1 Sony 500PS 15"
CHAIRS
3 Executive Chairs
2 Secretarial Chairs
2 Other Chairs
SOFTWARE
Goldmine 5 User Network License
Lotus Approach Database for sales
Norton Antivirus
MS FrontPage
Microsoft Developer Kit
QuickBooks Developer ▇▇▇
▇▇▇▇ Installer
Installshield Installer
OTHER
2 Folding Tables
2 5-Foot Computer Tables
3 Wooden Desks
1 GE Microwave Oven
1 Desktop Refrigerator
1 CD Tray
30 QwikQuote Manuals
3 Trash Cans
1 Tape Package Dispenser
Several Computer Cables
Misc. Printer supplies, Labels, Diskettes
INTELLECTUAL ASSETS
QwikQuote trademark
QwikQuote code
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ URL
QwikQuote Web Site
▇▇▇▇ OF SALE
QWIKQUOTE DEVELOPMENT, INC., a Delaware corporation (the "Assignor"),
which have been engaged in the business of developing and marketing automation
products for use in retailing and manufacturing (the "Business"), for good and
valuable consideration to them, receipt of which is hereby acknowledged, do
hereby sell, assign, transfer, and convey unto APTUS CORP., a Delaware
corporation (hereinafter called "Assignee"), its successors and assigns, all
rights (whether at common law or otherwise), title and interest in and to
certain product designs and prototypes for products related to the Business that
have not been marketed, certain software and certain equipment, together with
the intellectual property pertaining thereto, all as described on Exhibit A to
the Asset Purchase Agreement dated February 1, 2004 by and among the Assignor
and the Assignee (collectively, the "Assets"), free and clear of all liens,
mortgages, pledges, security interests, restrictions, prior assignments,
encumbrances and claims of every kind, nature or character ("Liens"), to have
and to hold the Assets forever.
Assignor, subject to the terms of the Asset Purchase Agreement relating
to the sale of Assignor' assets, do hereby warrant, covenant, and agree that
they:
(a) have good and marketable title to the assets, business,
and goodwill hereby sold, assigned, transferred, conveyed, and
delivered;
(b) will warrant and defend the sale of said assets, business,
and goodwill against all and every person or persons whomsoever
claiming to or making claim against any or all of the same; and
(c) will take all steps necessary to put Assignee, its
successor or assigns, in actual possession and operating control of
said assets.
IN WITNESS WHEREOF, Assignor has caused the same to be signed this 1st
day of February 2004.
QWIKQUOTE DEVELOPMENT, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
INTELLECTUAL PROPERTY ASSIGNMENT
THIS ASSIGNMENT is made this 1st day of February 2004, by QWIKQUOTE
DEVELOPMENT, INC., a Delaware corporation (the "Assignor"), in favor of APTUS
CORP., a Delaware corporation (the "Assignee").
WHEREAS, Assignor and Assignee have entered into that certain Asset
Purchase Agreement dated February 1, 2004 (the "Asset Purchase Agreement"),
which, along with the promises contained herein, constitute mutual consideration
for the promises herein;
NOW, THEREFORE, for consideration the adequacy and receipt of which is
hereby acknowledged, the Assignor hereby:
1. ASSIGN to Assignee all of its right, title and interest in and to the
intellectual property referenced on Exhibit A of the Asset Purchase Agreement.
2. AGREE to assist Assignee in every proper way, at Assignee expense, to
obtain and enforce United States and foreign proprietary rights relating to any
and all inventions, original works of authorship, developments, improvements or
trade secrets assigned hereunder. To that end Assignor will execute, verify and
deliver such documents and perform such other acts (including appearing as a
witness) as Assignee may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such proprietary rights and the
assignment thereof.
3. APPOINT and designate irrevocably Assignee and its duly authorized
officers and agents as its agent and attorney-in-fact, to act for and in its
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by Assignor, in the event
Assignee is unable for any reason, after reasonable effort, to secure Assignor'
signature on any document needed in connection with the actions specified in the
preceding paragraph. Assignor hereby waive and quitclaim to Assignee any and all
claims of any nature whatsoever which it now or may hereafter have for
infringement of any proprietary rights assigned hereunder to the Assignee.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day and
year first above written.
ASSIGNOR
QWIKQUOTE DEVELOPMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
EXHIBIT B
See Consulting and Non-Competition Agreements for
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
Win ▇▇▇▇▇▇▇
QwikQuote Development
▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
609/ 730-1051
February 1, 2004
▇▇. ▇▇▇▇ ▇▇▇▇▇
Aptus Corp.
Dear ▇▇. ▇▇▇▇▇:
QwikQuote is distributing its Aptus warrants to our shareholders and associates.
Please issue the warrants in these amounts to the following people and
institutions:
▇▇▇ ▇▇▇▇▇ 42,000
▇▇▇▇ ▇▇▇▇▇ 42,000
The ▇▇▇▇▇▇▇ Foundation 58,147
▇▇▇▇ ▇▇▇▇ 58,147
▇▇▇▇▇ ▇▇▇▇ 219,705
TOTAL 420,000
Thank you for your attention to this.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
President