Exhibit 10.2
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is dated as of May 31, 2004,
between Tulix Systems, Inc., a Georgia corporation ("Debtor"), and HomeCom
Communications, Inc., a Delaware corporation ("HomeCom").
SECTION 1. Definitions
1.1 Certain Defined Terms. Terms defined in the APA (as defined below) and
not otherwise defined herein shall have the respective meanings provided for in
the APA. The following terms shall have the respective meanings provided for in
the UCC (as defined below): "Accounts," "Chattel Paper," "Commercial Tort
Claim," "Documents," "General Intangibles," "Goods," "Instruments," "Inventory,"
"Letter of Credit Rights," "Proceeds," and "Supporting Obligations." The
following terms, as used herein, shall have the meanings set forth below:
"APA" means that certain Asset Purchase Agreement, dated as of March 27,
2003, between Debtor and HomeCom, and, for purposes of Section 9(b) thereof, ▇▇▇
▇▇▇▇▇▇▇▇▇, Nino Doijashvili and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as the same may be amended
from time to time, and any document required by the APA to be delivered by
Debtor in connection with the APA or the closing of the transactions
contemplated therein.
"Business" means Seller's business of developing and hosting Internet
applications, products and services to commercial customers, the assets of which
business are being transferred to Debtor pursuant to the APA.
"Event of Default" means (a) the Debtor fails to timely perform any of its
duties or obligations as specified in this Agreement or the Note in accordance
with their respective terms, (b) the breach of any representation or warranty
made by Debtor in this Agreement or the Note, (c) the breach of or failure to
perform or observe any covenant or agreement contained in this Agreement or the
Note, (d) the existence of any default under this Agreement or the Note, (e) the
Debtor shall generally not pay its debts as such debts become due, or admit in
writing its inability to pay its debts generally, or make a general assignment
for the benefit of creditors, (f) any proceeding is instituted by or against the
Debtor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or
composition of it or its debt under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking the entry of an order for relief
or for any substantial part of its property, or (g) the Debtor is liquidated or
dissolved.
"Note" means one or more Secured Promissory Note(s), in the aggregated
principal amount of $70,000, dated on or after the date hereof, by Debtor in
favor of HomeCom, referencing this Agreement, and all amendments and supplements
thereto, restatements thereof and renewals, extensions, restructurings and
refinancings thereof.
"Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and governments
and agencies and political subdivisions thereof.
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"Security Interests" means the security interests granted pursuant to
Section 2, as well as all other security interests created or assigned as
additional security for the Secured Obligations pursuant to the provisions of
this Agreement.
"Secured Party" means HomeCom and its successors and assigns.
"UCC" means the Uniform Commercial Code as in effect on the date hereof in
the State of Georgia and Delaware, provided that if by reason of mandatory
provisions of law, the perfection or the effect of perfection or non-perfection
of the Security Interest in any Collateral or the availability of any remedy
hereunder is governed by the Uniform Commercial Code as in effect on or after
the date hereof in any other jurisdiction, "UCC" means the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such perfection or effect of perfection or non-perfection or
availability of such remedy.
1.2 Other Definition Provisions. Any of the terms defined in Subsection 1.1
may, unless the context otherwise requires, be used in the singular or the
plural depending on the reference. All references to statutes and related
regulations shall include (unless otherwise specifically provided herein) any
amendments of same and any successor statutes and regulations. Capitalized terms
used herein which are not specifically defined shall have the meaning given such
terms in the Note (as defined below).
SECTION 2. Grant of Security Interests
In order to secure the payment and performance of the Secured Obligations
(as defined below) in accordance with the terms thereof, Debtor hereby grants to
Secured Party a continuing security interest in and to all right, title and
interest of Debtor in the following property, whether now owned or existing or
hereafter acquired or arising and regardless of where located (all being
collectively referred to as the "Collateral"):
(a) the intellectual property identified on Schedule 1(a) (the
"Intellectual Property");
(b) the contracts identified on Schedule 1(b) (the "Contracts"),
including any Accounts, General Intangibles, Chattel Paper, Documents,
Instruments, Commercial Tort Claims, Letter-of-Credit Rights, and Supporting
Obligations ancillary to, arising in any way in connection with, or otherwise
relating to any of the Contracts, and including all Inventory or other Goods
(including retained or repossessed Inventory or Goods), if any, sold to
customers pursuant to the Contracts, and all insurance contracts with respect
thereto;
(c) the accounts receivable identified on Schedule 1(c) (the "Accounts
Receivable");
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(d) the equipment being used as of the date hereof to service and
maintain the Contracts and operate the Business and, in addition, the equipment
identified on Schedule 1(d) (the "Equipment");
(e) any Documents, Instruments or other receipts covering, evidencing
or representing any of the assets identified in subparts (a) through (d) above;
(f) all books, records, ledger cards, files, correspondence, computer
programs, tapes, disks and related data processing software that at any time
evidence or contain information relating to any of the property described in
subparts (a) - (e) above or are otherwise necessary or helpful in the collection
thereof or realization thereon; and
(g) Proceeds of all or any of the property described in subparts (a) -
(f) above.
SECTION 3. Security for Obligations
This Agreement secures the payment and performance of the Note, and all
renewals, extensions, amendments, restructurings and refinancings thereof (the
"Secured Obligations").
SECTION 4. Debtor Remains Liable
Anything herein to the contrary notwithstanding: (a) Debtor shall remain
liable under the contracts and agreements included in the Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed; (b) the exercise
by Secured Party of any of the rights hereunder shall not release Debtor from
any of its duties or obligations under the contracts and agreements included in
the Collateral; and (c) Secured Party shall not have any obligation or liability
under the contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Secured Party be obligated to perform any of the
obligations or duties of Debtor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
SECTION 5. Representations, Warranties and Covenants
Debtor represents, warrants and covenants as follows:
5.1 Corporate Existence and Authority. The Debtor is duly organized,
validly existing and in good standing in the State of Georgia and in every other
state in which the nature of its business in such state requires it to be so
qualified. It is duly authorized to execute and deliver this Agreement. None of
the provisions of this Agreement violate or are in conflict with any provisions
of the Debtor's Articles of Incorporation, as amended, Bylaws, as amended, or
any existing agreement, court order or consent decree to which the Debtor is a
party or may be bound. The Debtor has taken all necessary action to authorize
the granting of the security interest pursuant to this Agreement and the
delivery of any instruments as may be required under this Agreement.
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5.2 Binding Obligation. This Agreement is the legally valid and binding
obligation of Debtor, enforceable against Debtor in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws or equitable principles relating to or limiting
creditor's rights generally.
5.3 Payment of Indebtedness. The Debtor will pay or perform the Secured
Obligations as and when they become due, payable and performable in accordance
with the terms of such indebtedness and this Agreement.
5.4 Place of Business. Except as permitted with the prior consent of the
Secured Parties, the Collateral will be kept at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Premises"). The Debtor will not remove the
Collateral from the Premises (other than the removal of such Collateral in the
ordinary course of the Debtor's business) without the prior consent of the
Secured Parties. The Debtor will immediately give written notice to Secured
Party of any change in its chief executive office or principal place of
business. Debtor does not do business under any corporate name, trade name or
fictitious business name except for Debtor's corporate name on the date hereof.
Debtor will notify Secured Party promptly in writing at least 30 days prior to
(a) any change in Debtor's name, identity, mailing address, jurisdiction of
organization or corporate structure and (b) Debtor's commencing the use of any
trade name, assumed name or fictitious name.
5.5 No Liens or Financing Statements. The Debtor has, or will acquire, full
and clear right, title and interest to the Collateral and will at all times keep
the Collateral free from any adverse lien, security interest or encumbrance
other than Permitted Liens. No financing statements covering all or any portion
of the Collateral is on file in any public office, except with respect to
Permitted Liens. For purposes of this Agreement, "Permitted Liens" shall mean
those liens, encumbrances or security interests that are specified on Exhibit A.
5.6 Perfection. This Agreement, together with the UCC filings referenced
herein, create to secure the Secured Obligations a valid, perfected and first
priority security interest in the Collateral and all filings and other actions
necessary or desirable to perfect and protect such security interest have been
duly taken.
5.7 Restrictions. The Debtor will deliver or cause to be delivered such
documents as the Secured Parties may reasonably request to secure the
indebtedness, obligations and liabilities referred to in this Agreement
including, without limitation, any continuation statements, a copy of the source
code listing for the complete and current version of Debtor's program code for
each of Debtor's software products included in the Collateral for the purpose of
complying with U.S. Copyright Office deposit requirements in connection with
registering (i) Debtor's claims of copyright ownership in and to each such
software product with the U.S. Copyright Office and (ii) security interest in
and to each software related product copyright rights and copyright registration
related to the Collateral.
5.8 No Transfer of Collateral. The Debtor will not sell or offer to sell or
otherwise transfer all or any part of the Collateral (other than sales in the
ordinary course of business) without the prior consent of the Secured Party.
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5.9 Books and Records; Inspection Rights. The Debtor will at all times
maintain accurate and complete books and records with respect to the Collateral.
A representative of Secured Party may inspect, audit and make copies of those
books and records and any other data relating to the Collateral, at such
reasonable times and places as such representative shall determine. In addition,
a representative of Secured Party may inspect the Collateral at such times and
places as such representative shall determine, and for that purpose may enter
upon or into the Premises.
5.10 Accurate Information. All information heretofore, herein or hereafter
supplied to Secured Party by or on behalf of Debtor with respect to the
Collateral is and will be accurate and complete in all material respects.
SECTION 6. Further Assurances
6.1 Other Documents and Actions. Debtor will, from time to time, at Secured
Party's expense, promptly execute and deliver all further instruments and
documents and take all further action that may be necessary or desirable, or
that Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable Secured
Party to exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing, Debtor will
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as Secured Party may reasonably request, in order to perfect and
preserve the security interests granted or purported to be granted hereby.
6.2 Secured Party Authorized. Debtor hereby authorizes Secured Party at any
time and from time to time to file in any filing office in any Uniform
Commercial Code jurisdiction any initial financing statements and amendments
thereto that (a) indicate the Collateral, and (b) contain any other information
required by part 5 of Article 9 of the UCC for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether Debtor is
an organization, the type of organization and any organizational identification
number issued to Debtor. Debtor agrees to furnish any such information to
Secured Party promptly upon request. Debtor also ratifies its authorization for
Secured Party to have filed in any Uniform Commercial Code jurisdiction any like
initial financing statements or amendments thereto if filed prior to the date
hereof.
SECTION 7. Remedies
(a) If any Event of Default shall have occurred and be continuing,
Secured Party may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the UCC (whether or
not the UCC applies to the affected Collateral).
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(b) Assembly of Collateral. Upon the occurrence of and during the
continuance of an Event of Default, the Secured Party may require Debtor, at
Debtor's expense, to promptly assemble all or part of the Collateral and make it
available to the Secured Party at a place to be designated by the Secured Party
that is reasonably convenient to all parties. Upon the occurrence of and during
the continuance of an Event of Default, the Secured Party may occupy any
premises owned or leased by Debtor where the Collateral or any part thereof is
assembled for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to Debtor in respect of such
occupation.
(c) Sale of Collateral. Upon the occurrence of an Event of Default,
the Secured Party may sell all or part of the Collateral at public or private
sale, at any of Debtor's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Secured Party may deem commercially
reasonable. Debtor agrees that to the extent permitted by law such sales may be
made without notice. If notice is required by law, Debtor hereby deems 20-days
advance notice of the time and place of any public sale or the time after which
any private sale is to be made reasonable notification, recognizing that if the
Collateral threatens to decline speedily in value or is of a type customarily
sold on a recognized market, shorter notice may be reasonable. The Secured Party
shall not be obligated to make any sale of Collateral pursuant to this Section
regardless of notice of sale having been given. The Secured Party may adjourn
any public or private sale from time-to-time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.
(d) Contract Rights. Upon the occurrence of and during the continuance
of an Event of Default, the Secured Party may exercise any rights and remedies
of Debtor under or in connection with the instruments, chattel paper or
contracts which represent the Contracts, the Accounts Receivable, the
Intellectual Property or otherwise relate to the Collateral, including, without
limitation, any rights of Debtor to demand or otherwise require payment of any
amount under, or performance of any provisions of, the instruments, chattel
paper or contracts which represent the Contracts, Accounts Receivable or the
Intellectual Property.
(e) Upon the occurrence of and during the continuance of an Event of
Default, the Secured Party may, or may direct Debtor to, take any action the
Secured Party deems necessary or advisable to enforce collection of the Accounts
Receivable, including, without limitation, notifying the account debtors or
obligors under any Accounts Receivable of the assignment of such Accounts
Receivable to the Secured Party and directing such account debtors or obligors
to make payment of all amounts due or to become due directly to the Secured
Party. Upon such notification and direction, and at the expense of Debtor, the
Secured Party may enforce collection of any such Accounts Receivable, and
adjust, settle or compromise the amount or payment thereof in the same manner
and to the same extent as Debtor might have done.
(f) After receipt by Debtor of the notice referred to in subsection
(e) above, in accordance with the terms thereof and so long as an Event of
Default has occurred and is continuing, all amounts and proceeds (including
instruments) received by Debtor in respect of the Accounts Receivable shall be
received in trust for the benefit of the Secured Party hereunder, shall be
segregated from other funds of Debtor, and shall promptly be paid over to the
Secured Party in the same form as so received (with any necessary endorsement)
to be held as Collateral. Debtor shall not adjust, settle or compromise the
amount or payment of any receivable, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.
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SECTION 8. Limitation on Duty of Secured Party with Respect to Collateral
Beyond the safe custody thereof, Secured Party shall have no duty with
respect to any Collateral in its possession or control (or in the possession or
control of any Secured Party or bailee) or with respect to any income thereon or
the preservation of rights against prior parties or any other rights pertaining
thereto. Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that which it accords its own
property. Secured Party shall not be liable or responsible for any loss or
damage to any of the Collateral, or for any diminution in the value thereof, by
reason of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other agent or bailee selected by Secured Party in good faith.
SECTION 9. Application of Proceeds
Upon the occurrence and during the continuation of an Event of Default, the
proceeds of any sale of, or other realization upon, all or any part of the
Collateral shall be applied: first, to all fees, costs and expenses incurred by
Secured Party with respect to the Note or with respect to the Collateral; and
second, to the Secured Obligations. Secured Party shall pay over to Debtor any
surplus and Debtor shall remain liable for any deficiency.
SECTION 10. Continuing Security Interest; Transfer of Interest
This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the Secured
Obligations have been paid in full (the "Termination Date"), provided, however,
that the security interest in the Collateral created by this Agreement shall
continue after the Termination Date with respect to any Secured Obligations that
arose prior to the Termination Date, (b) be binding upon Debtor and its
permitted successors and assigns and (c) inure, together with the rights and
remedies of the Secured Party hereunder, to the benefit of the Secured Party and
its respective successors, transferees and assigns. Upon any termination of the
security interests granted hereby, all rights to the Collateral shall revert to
Debtor to the extent such Collateral shall not have been sold or otherwise
applied pursuant to the terms hereof and the Secured Party will, at Debtor's
expense, execute and deliver to Debtor such documents as Debtor shall reasonably
request and take any other actions reasonably requested to evidence or effect
such termination.
SECTION 11. Notices
Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and
shall be deemed given only if delivered personally or sent by facsimile, air
courier, telegram or by registered or certified mail, postage prepaid, as
follows:
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If to Company:
Tulix Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (facsimile)
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to HomeCom
HomeCom Communications, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile)
With a copy, which shall not constitute notice, to:
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile)
or to such other address as the addressee may have specified on the signature
page hereto or in a notice duly given to the sender as provided herein. Such
notice, request, demand, waiver, consent, approval or other communication will
be deemed to have been given as of the date so delivered, transmitted by
facsimile, telegraphed, sent via air courier, or mailed, as the case may be.
SECTION 12. Waivers, Non-Exclusive Remedies, Severability
No failure on the part of Secured Party to exercise, and no delay in
exercising and no course of dealing with respect to, any power, right or
privilege under the Note or this Agreement shall operate as a waiver thereof;
nor shall any single or partial exercise by Secured Party of any such power,
right or privilege under the Note or this Agreement preclude any other or
further exercise thereof or the exercise of any other power, right or privilege.
The rights in this Agreement and the Note are cumulative and are not exclusive
of any other remedies provided by law.
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The invalidity, illegality or unenforceability of any provision in or
obligation under this Agreement shall not affect or impair the validity,
legality or enforceability of the remaining provisions or obligations under this
Agreement.
SECTION 13. Successors and Assigns
This Agreement is for the benefit of HomeCom and its successors and
assigns, and in the event of an assignment of all or any of the Secured
Obligations, the rights hereunder, to the extent applicable to the Secured
Obligations so assigned, may be transferred with such Secured Obligations. This
Agreement shall be binding on Debtor and its successors and assigns, provided
that Debtor shall not assign this Agreement without Secured Party's prior
written consent.
SECTION 14. Changes in Writing
No amendment, modification, termination or waiver of any provision of this
Agreement or consent to any departure by Debtor therefrom, shall in any event be
effective without the written concurrence of Secured Party and Debtor.
SECTION 15. Applicable Law
This Agreement shall be governed by the laws of the State of Delaware,
without regard to the principles of conflicts of law thereof. Except as
otherwise provided, the obligations of the Parties hereunder shall be binding
upon their heirs, personal representatives, executors, administrators,
successors and assigns. Each of the parties consents to the exclusive
jurisdiction of the federal or state courts in the State of Delaware in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdiction. Each party hereto waives its right to trial by jury in any such
proceeding.
SECTION 16. Expenses
Debtor shall pay all costs, fees and expenses of protecting, storing,
warehousing, appraising, insuring, handling, maintaining and shipping the
Collateral, all costs, fees and expenses of enforcing the Security Interests,
and any and all excise, property, sales and use taxes imposed by any federal,
state, local or foreign authority on any of the Collateral, or with respect to
periodic appraisals and inspections of the Collateral, or with respect to the
sale or other disposition thereof. All sums so paid or incurred by Secured Party
for any of the foregoing, any and all other sums for which Debtor may become
liable hereunder and all fees, costs and expenses (including attorneys' fees,
legal expenses and court costs) incurred by Secured Party in enforcing or
protecting the Security Interests or any of their rights or remedies under this
Agreement shall be payable on demand, shall constitute Secured Obligations,
shall bear interest until paid at the highest rate provided in the Note and
shall be secured by the Collateral.
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SECTION 17. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. For the purposes of executing this Agreement, (a) a
document signed and transmitted by facsimile or telecopier shall be treated as
an original document; (b) the signature of any party on such document shall be
considered as an original signature; (c) the document transmitted shall have the
same effect as a counterpart thereof containing original signatures; and (d) at
the request of Secured Party, Borrower, who executed this Agreement and
transmitted the signature by facsimile or telecopier, shall provide such
original signature to Secured Party. No party may raise as a defense to the
enforcement of this Agreement that a facsimile or telecopier was used to
transmit any signature of a party to the Note.
SECTION 18. Severability
It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
(Signatures on following page.)
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Witness the due execution hereof by the respective duly authorized officers
of the undersigned as of the day first above written.
DEBTOR:
TULIX SYSTEMS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President and Chief
Executive Officer
HOMECOM COMMUNICATIONS, INC.:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
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SCHEDULE 1 (a)
Intellectual Property
All right, title and interest in the "Post on the Fly", "Intelligent Advisor",
"▇▇▇▇▇▇", Time Warner Road Runner Personal Home Page Application, "Community",
"On line Forum" and "Work Order System" software applications, including but not
limited to the following to the extent related thereto: (a) all source code,
specifications, technical documentation and similar information; (b) all
trademarks, service marks, trade names, logos, and domain names, together with
all goodwill associated therewith; all patents; all copyright and copyrightable
works; all intellectual property registrations and applications and renewals
therefore; and all other intellectual property rights of any kind or nature
whatsoever; and (c) all records and marketing materials relating to the
foregoing.
SCHEDULE 1 (b)
Contracts
As of 05/21/04
Client Description Period Expiration
------ ----------- ------ ----------
Bend Cable Monthly Hosting Services Monthly 01/31/05
Belle Chambre Monthly Hosting Services Monthly Month to Month
Bituminous Fire Monthly Hosting Services Monthly 08/31/04
▇.▇. ▇▇▇▇▇▇ Monthly Hosting Services Monthly Month to Month
Road Runner Monthly Hosting Services Monthly Month to Month
SCHEDULE 1 (c)
Accounts Receivable
As of 05/21/04
Client Amount
------ ------
Road Runner 256,000.00
----------
Total 256,000.00
==========
SCHEDULE 1 (d)
Equipment
EQUIPMENT / MODEL # SERIAL #
------------------- --------
OFFICE EQUIPMENT
Toshiba 2530 CDS 49634310A
Dell Dimension 183BQ
Sony Multiscan w7000 2000353
Dell Trinitron 7047788
Viewsonic G810
▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ / C6410B SG9611W0R3
Brother Electronic Typewriter GX8250 B8D857536
Dell Trinitron Ultrascan 1000 / D1025tm 8471538
Dell Dimension T450 11LQR
Viewsonic G810 Q190775179
HP Laserjet 2100 USGX066422
ACI PIII P.C. 97200545
Viewsonic G810 QV01445958
Unisys Aquatam /DMS/6 49609557
Dell Ultrascan 20TX / D2026t-HS 2024784
Toshiba Tecra 730CDT / PA1228U 10614039
HP Laserjet 4M Plus C2039A JPGK235556
ACI PIII P.C. 97001421
Viewsonic G810 QV01344797
Dell Monitor M780 5322DE22KJ59
HP Laserjet 3100 C3948A USBG021007
Gateway 2000 P5-120 4224926
Lexmark Optra T612
QMS Magic Color Printer / QMS-MCCX21 Q0225680
Gateway 2000 Vivitron 15 / CPD15F23 8443375
HP Scanjet 4C / C2520B SG719230CV
Viewsonic G810 QV01445960
Gateway 2000 G6 6003513
▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ M780 3872E808
HP Officejet 520 / C3801A US75MA21M2
Gateway 2000 / CPD-GF200 7025149
HP Pavilion 4455 / D7394A US91168277
Gateway 2000 Vivitron 15 / CPD15F23 8632172
Gateway 2000 ▇▇ -▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ G810 QV01445756
HP Deskjet 895CSE / C6410B SG91Q1V05G
▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Dell Monitor M780 ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ / ▇▇▇▇▇▇-▇▇ MH54H4017645
Toshiba Satelite 2530CDS / PAS253U 49629218A
Infocus / LP435Z 3EW91400111
Infocus Lite Pro 580 2AB0601787
KDS Flat Screen Monitor KLT1513A 1540SBB36004376
KDS Flat Screen Monitor KLT1711A 1763BBB34006041
KDS Flat Screen Monitor KLT1711A 1763BBB34006142
KDS Rad 5 Flat Screen 5003944900267
KDS Rad 5 Flat Screen 5003944900174
Dell Dimension CPU 4400 8S4WG11
Dell Dimension CPU 4400 5S4WG11
Nicon Collpix 5000 ▇▇▇-▇▇▇▇▇-▇▇▇▇
I-Book 700 Mhz Small Screen N/A
HP Laserjet Fax/Prtr/Scanner
NOC EQUIPMENT
Dell Power Vault 130T Robotic DLT UXCXM
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dell Power Edge 6350 6J8I0
Raid Web 500 Gigs External Raid No Serial#
Dell Power Edge 6350 Dual Xeon 550mhz 6J8EZ
Dell Power Edge 6350 4Xeon 550mhz 6L80I
Artecon 200 Gig External Raid 24514570296
Artecon 200 Gig External Raid 24514570320
Artecon 200 Gig External Raid 24514570326
Artecon 200 Gig External Raid 24515330067
ATL Power Store L200 DLT Auto Loader No Serial#
TeleNet Server Pentium Pro 200 TSS97060017
Dell Power Edge 2400 Dual Pentium3 550mhz 4JEDB
TeleNet Server Pentium2 333mhz TSS98040035
TeleNet Server Pentium2 300mhz TSS98040027
TeleNet Server Pentium2 266mhz TSS98050001
TeleNet Server Pentium2 266mhz TSS98030058
TeleNet Server Pentium2 400mhz TSS98030057
TeleNet Server Dual ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TSS98070082
TeleNet Server Pentium2 300mhz TSS98030005
3Com SuperStack2 Switch 7WKR101215
Gateway 2000 Pentium Pro 200mhz 7248477
Belkin OmniView No Serial#
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
ADC Kentrox Data-Smart T3/E3 IDSU DDM1UZPBRA
Cisco 7200 72602314
Cisco 7200 72602346
Superstack II Dual Hub 500-0801 72BV200F84F
Cisco Catalyst 1900 00902B49C540
Cisco 3524 Catalyst 000196348D00
Sun Ultra 5 FW01950150
Dell Pentium Dimension XPS Pro 200mhz 92CW1
Dell Pentium Dimension XPS P266 FN77S
Cisco 3620 Frame Relay 362088634
96 Port Patch Panel No Serial#
Centercom 3024tr (Hub) PT3F7080E
Centercom 3024tr (Hub) F03N611BD
Prime 133mhz No Serial#
Generic Pentium Pro 200mhz H1VHGD
Quantex Pentium 120mhz 5001410090
Quantex Pentium 120mhz 5001417346
Digital Link DL3100 Digital Service Multiplexer 3096030917
Digital Link T1 DSU/CSU
Gateway 2000 PentiumII 266mhz 7252411
Power Mac 7100/80 FC5080UR44H
Gateway Pentium 100mhz 5232643
ACI Pentium III 450mhz 97001420
Belkin OmniView 6 Port No Serial#
Gateway Pentium Pro 200mhz 4224929
Gateway Pentium 120mhz 6425691
Unisys Pentium Pro 180mhz 4907791
ACI Pentium 100mhz No Serial#
Belkin OmniView 6 Port No Serial#
3Com SuperStack2 Switch 7YDB025314
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Mag Innovision MI58HA022364
Belkin OmniView ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇#
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
ACI P.C. 97001422
Belkin Omniview Pro 8 Port No Serial#
Dell M780 Monitor 5322DA0727
Telnet Server TSS98030051
Dell Poweredge 4300 01V8E
Dell Dimension XPS D266 No Serial#
Dell VC5 Monitor 15001106
Sun Netra Ultra ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Sun Ultra Enterprise 450 024H2F8C
Mag Innovision / MagDX1795 018C1358
Telenet Server TSS98040034
Telenet Server TSS98070014
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Sun 012H26ED
CT US82321776
Gateway 2000 G6200 6986892
Gateway 2000 G6200 7248475
ACI PC 97200548
Gateway 2000 G6200 MI58HA022363
Belkin Omni View 6Port No Serial#
3Com SuperStack2 Switch 7A8F000301
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Power PC FC6012TV3FV
Telenet Server TSS98030059
Telenet Server TSS98030060
Telenet Server TSS98070013
Gateway 2000 Vivitron / CPD-GF200 7050359
Belkin Omniview 6 Port No Serial#
Sun Ultra 1 Creator 607F04E1
Sun Ultra 1 Creator 651F0EEE
Sun Enterprise 220R 012H3098
Sparc Station 10 251F5398
Power PC XB5310L03FT
Arena II Disk Array 10180
3Com Baseline Switch 0200/7A8F004256
Monarch MCS Server w/ AMD Athlon 15370
Dell PowerEdge 4600 3VK4M11
APC Smartcell XR EP9707162693
APC Smartcell XR EP9707162695
Automated tape Backup
2 - KRI ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 73.4 GB Drives
MYLEX ExtremeRAID w/ 8GB Switch
Matrox X4 Video Driver
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ - ▇▇▇▇▇▇▇ Seagate SCSI 73.4 GB Drives
Toshiba P-4 LapTop Computer
IBM P-4 LapTop Computer
Proliant 8 CPU Server
PHONE SYSTEM
Samsung DCS 50si Package w/ 6 Loop
Misc. 1 for CID, 8 Station inter (6X16)
system) SVMi-4 4 Port Voicemail Card
2 - single line ports
1 - 28 button Display Speaker Phones Falcon 28D
10 - 18 Button Display Speaker Phones Falcon 18D
UPS / BACK-UP POWER
Honda Generator (3KW)
Honda Generator (3KW)
EXHIBIT A
Permitted Liens
None.