Agreement
for the Contribution
of
Assets, Software and Hardware
Developments
by
August ▇▇▇▇▇▇▇
to
ComTelco (Research) AG
This agreement has the purpose of the transfer of legal ownership of all
mentioned assets, technology, inventory, systems and sub systems, software code
and hardware blue prints as well as accompanying documentation and all rights to
developed or partially developed products, systems and components as well as
inventory or other goods mentioned herein to ComTelco (Research) AG,
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August ▇▇▇▇▇▇▇, residing in St. Gallen Switzerland, (Contributor) agrees to
contribute to ComTelco (Research) AG, St. Gallen, Switzerland, (Recipient) the
following:
Products:
All licenses, source codes and compiled programs and parts thereof, developed
under MDE AG and all products resulting or existing out of any such development,
acquired from MDE AG.
All hardware components developed under MDE AG including all drawings, parts
lists, documentation, PCB layouts and all other materials related to the
development and production of any hardware or firmware.
Firmware components will be delivered in digital form and in a compiled EPROM
version. As well as documentation thereto.
All existing Products packaging, leaflets, manuals, and other documentation
related to MDE developments its products, partly or fully developed.
Trade Marks, Trade Names:
All trademarks registrations of trademarks, rights to product names and
descriptions, slogans, model descriptions and all other marketing and sales
related materials, referring to products developed under MDE AG.
Other Equipment and Materials:
All equipment and materials related to the developments of MDE AG, including but
not restricted to all items listed in Annex hereto.
Documents and Files:
All files and documents related to current and past developments under MDE AG,
in electronic or paper form.
Competition:
August ▇▇▇▇▇▇▇ will not be involved in or peruse, solicit or otherwise engage in
any activities similar to or competing against the business or area of any of
the products or system developments mentioned in this agreement, for a period of
at least 5 year other than directly associated with the business of ComTelco
(Research) AG or it s sister or parent companies. He will hand over any requests
for any such business to ComTelco exclusively and not hinder ComTelco in future
business or developments in any way. August ▇▇▇▇▇▇▇ will commit MDE AG staff to
keep any previous or current development related information confidential.
Staff:
ComTelco (Research) AG may take over any employees from August ▇▇▇▇▇▇▇ or MDE AG
deemed necessary for the full utilization and continuance of development or use
of the assets.
Change in ownership:
August ▇▇▇▇▇▇▇ will ensure that all the conditions of this agreement are adhered
to if a change in ownership occurs within the next 12 month of the purchase
date.
Continuation of business:
Both the contributor and the recipient will render their services and do
anything in their power to ensure that the assets may be used and utilized and
/or sold to other entities, whenever necessary or possible.
Outline of Sale / Sales price:
The assets are contributed to ComTelco as a capital increase by August ▇▇▇▇▇▇▇
and taken over as additional assets by ComTelco (Research) AG as independently
and fully functioning systems and parts thereof. If needed, August ▇▇▇▇▇▇▇ or
MDE AG will make available to ComTelco any other needed information if they are
used in conjunction of utilizing the mentioned assets.
All assets, tangible or not, involved in the operation and development of the
mentioned systems and components, software or hardware, are included in the
sales price, in particular, but not restricted to all items listed in Annex A
which is an integral part of this agreement.
ComTelco agrees to take over into it s books as follows:
USD 74440.00 for Office Equipment (Annex A1)
USD 2500000.00 for Intellectual Property and developed Products (Annex A2)
USD 4447648.00 for Software Development and related materials (Annex A3)
The agreement will take affect after its signature by both parties.
St. Gallen, Switzerland February 28, 1997
The Contributor ComTelco (Research)
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▇▇▇▇ ▇▇. Gallen
/s/ August ▇▇▇▇▇▇▇ Switzerland
August ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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EXHIBIT A
ASSETS
(August ▇▇▇▇▇▇▇ - ComTelco Research AG)
All of the machinery, equipment, tools, furniture, furnishings, office
equipment, supplies, inventory, plant, spare parts and other tangible personal
property located at all locations mentioned in the locations list below, and all
of the Intellectual Property used or held for use in connection with the
computer telephony business as conducted by Seller or any of its Affiliates,
including, without limitation, mentioned in the assets list below.
Locations list:
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▇▇▇▇ ▇▇▇▇ Bldg, No 8, 394 ▇▇▇▇, ▇▇▇ An (W) Rd Shanghai P R C
15 Marshal Timoshenko str, I2356 Moscow, Russia R
List of Assets:
Annex A3
Existing Products:
ComTax 2.5 (FDD & LAN) Call Accounting System
ComTax 2.6 (HW Version) Call Accounting System
ComTax 2.7 16 bit including carriers & sites, Call Accounting System
ComTax MS32 Multisite, 32bit Telemanagement & Call Accounting System
ComTax Box 1.9 Hardware System for Data mass storage.
CTI Server Server Platform for CTI Products
ComDial 1.71 PC/LAN based communication client
ComLog 1.1 Workstation based Call Logging/Recording client
CL A/D interface Hardware for use with call logging / recording system
ComList Corporate electronic communication directory and connection
system
ComFax LAN based, client/Userver system for fax handling over the
Internet
Annex A2
Projects under Development:
(Products which are past the stage of technical feasibility)
C-client Newgeneration of communication client 16 and 32bit
ComTax 32 Graphics engine and update for ComTax MS32
ComTax junior Ultra low-cost call accounting system incl. Hw and SW
LAN based Call logging Server system for ComLog as Client/Server implementation
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ComTax Duplex New hardware for bi-directional communication with PBXs
ComTax WWW Report, query and retrieval system over the Internet.
ComTax Archive On-Line archiving of call records to CD or DAT
LCR Dynamic Least Cost Routing for all communication services
CSTA server CSTA /TAPI/TSAPI converter for future PBX connectivity
Trade ▇▇▇▇ registrations:
ComTax Europe OMPI reg. No. 649354
ComDial Europe OMPI reg. No. 649353
Basic Research in progress:
Java Virtual Machine based call account handling
ATM bandwidth brokering
Management and accounting for all communication services
Virtual PBX
Annex A1
List of Tangible Assets
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Room E6
Desk combination 1
Office Chair 1
Korpus 1
Rollo file cabinet 2
Personal Computer 1
Modem 1
Comfort telephone set DX 1
Plants and pictures
Room E4
Desk combination 1
Rollo file cabinet 2
Leather Chairs 2
Office Chair 1
Korpus 3
Personal Computer dev. 1
Personal Computer test systems 6
PBX Hicom 100 (for tests) 1
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System Telephone set DX 2
Note Book Computer
Room E3
Table combination 2
Desk combination 2
Rollo file cabinet 3
Bookshelves 1
Office Chair 2
Leather Chair 2
Misc. CD's & Software
Library of Books
Personal Computer (dev.) 1
Personal Computer (test) 5
Colour flat bed scanner 1
Modem 2
Portable phone 1
System Telephone set DX 2
Room W2
Desk combinations 2
Leather Office Chairs 2
Conf. Table 1
Conf. Chairs 4
Korpus 2
Rollo File Cabinets 4
Personal Computer 1
Note Book Computer 1
System Telephone set DX 2
Handy Ericsson GSM 2
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Desks 7
Chairs 12
Ethernet hubs 8port 2
Personal Computer (dev.) 10
Personal Computers (test) 4
File Servers 2
PBX Hicom 120 (for test) 1
Modem 1
Note Book Computer 1
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▇▇▇▇ ▇▇▇▇ Bld6 ▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ (▇) ▇▇, ▇▇▇▇▇▇▇▇, ▇.▇.▇.
Desk combinations 6
Chairs 6
File Cabinets 3
Personal Computers (dev.) 4
Personal Computers (test) 3
File Server 1
Modem 1
Misc. Books Software & CD's
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