EXHIBIT 10.35
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FIRST AMENDMENT TO COMMERCIAL SECURITY AGREEMENT
This First Amendment to Commercial Security Agreement (as it may be amended
from time to time, the "Security Agreement") is entered into as of February 28,
1994, by and between VISUAL NUMERICS, INC., a Texas corporation (formerly known
as IMSL, INC.) (the "Debtor") and FIRST INTERSTATE BANK OF TEXAS, N.A. (together
with its successors and assigns, the "Secured Party"). This Amendment amends
that certain Commercial Security Agreement dated December 16, 1992, by Debtor in
favor of Secured Party and is issued in connection with and pursuant to that
certain First Amendment to Second Restated and Amended Loan Agreement of even
date herewith, which amends that certain Second Restated and Amended Loan
Agreement dated as of December 16, 1992, by and among Debtor, Visual Numerics,
Inc. of Colorado and the Secured Party (as it may be amended, modified or
restated from time to time, the "Credit Agreement"). All capitalized terms not
otherwise defined in this Amendment shall have the meanings provided in the
Credit Agreement.
NOW THEREFORE, in consideration of the mutual premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned, intending to be legally bound, agree as
follows:
Section 1. Affirmation of Security Interest and Ratification of Prior
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Liens. Debtor hereby ratifies, confirms, renews and extends the liens and
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security interests in the Collateral created by the Security Agreement as
amended hereby and acknowledges, confirms and agrees that any and all liens and
security interests created thereby continue in full force and effect and that
the Collateral described in the Security Agreement, as amended hereby, is
unimpaired.
Section 2. Amendments. The Security Agreement is amended hereby as
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follows:
(a) The Security Agreement is amended by inserting a new clause (xiii)
under the definition of "Collateral" under Section B immediately following the
end of clause (xii) and renumbering the existing clause "(xiii)" to "(xiv)" as
follows:
"(xiii) all Assigned Agreements, including without limitation, those
agreements listed on Schedule VII hereto, as it may be amended from time to
------------
time."
(b) The Security Agreement is hereby further amended by inserting the
following definition immediately following the definition of Accounts and prior
to the definition of Chattel Paper as follows:
"Assigned Agreements. All written agreements ("Assigned Agreements")
-------------------
executed or to be executed by Debtor granting any right to any third party to
distribute or market any Copyright, License, Patent, Trademark, or Trade Secret
held by Debtor together with all monies and claims for monies which might arise
out of such agreements, all claims, rights, powers, privileges and remedies of
Debtor thereunder and, to the extent not included in the foregoing, any and all
Proceeds of the foregoing."
(c) The Security Agreement is hereby further amended by deleting the
second paragraph of the definition of "Fixtures" and inserting the following
paragraph:
"The record owner of the real estate is Houston Growth Associates, an
Ohio Limited Partnership and Xxxxxxx X. Xxxxxxx."
(d) The Security Agreement is hereby further amended by inserting the
following provision after the definition of "Trade Secrets" in Section B:
"As additional security for the punctual payment and performance of
the Obligations, and as part of the Collateral, Debtor hereby grants to Secured
Party a security interest in, and a pledge and assignment of, any and all money,
property, deposit accounts, accounts, securities, documents, chattel paper,
claims, demands, instruments, items or deposits of the Debtor, and each of them,
or to which any of them is a party, now held or hereafter coming within Secured
Party's custody or control, including without limitation, deposit account
#0470013947, and Debtor's beneficial interest in any other accounts, property or
securities in which Debtor's deposit accounts are now or hereafter invested,
including money market mutual fund accounts or similar accounts created by
Secured Party as agent for Debtor as a vehicle for the short-term investment of
deposits (to the extent Debtor's interest therein may be construed as an
interest in a `deposit account' or a `security' under applicable law), and all
certificates of deposit and other depository accounts, whether such have matured
or the exercise of Secured Party's rights results in loss of interest or
principal or other penalty on such deposits, but excluding deposits subject to
tax penalties if assigned. Secured Party's rights and
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remedies under this paragraph shall be in addition to and cumulative of any
other rights or remedies at law and equity, including, without limitation, any
rights of setoff to which Secured Party may be entitled."
(e) The Security Agreement is hereby further amended by inserting new
Sections "J" and "K" and relettering the existing Sections J, K, and L to "L",
"M", and "N" respectively, as follows:
"J. ADDITIONAL PROVISIONS REGARDING ASSIGNED AGREEMENTS AND SIMILAR
COLLATERAL. The following provisions shall apply to all Assigned Agreements
included within the Collateral:
1. General Representations and Warranties. Debtor represents and
--------------------------------------
warrants to Secured Party that (a) Debtor has previously delivered to Secured
Party true, correct and complete copies of the Assigned Agreements identified on
Exhibit A attached hereto, (b) the Assigned Agreements identified on Exhibit A
constitute all Assigned Agreements in which Debtor has an interest, (c) Debtor
has full right, power and authority to assign its interest in the Assigned
Agreements and Debtor has not assigned or granted a security interest in any of
the Assigned Agreements to anyone other than Secured Party, and (d) Debtor's
interest in the Assigned Agreements is not subject to any claim, setoff, lien,
deduction or encumbrance of any nature.
2. Retention of Obligations. Neither this assignment nor any action
------------------------
or actions on the part of Secured Party shall constitute an assumption of any
obligation on the part of Secured Party under the Assigned Agreements and Debtor
shall continue to be liable for all obligations thereunder, Debtor hereby
agreeing to perform each and all of its obligations under the Assigned
Agreements and to indemnify and hold Secured Party free and harmless from and
against any loss, costs, liability or expense (including but not limited to
reasonable attorneys' fees and accountants' fees) resulting from any failure of
Debtor to so perform.
3. Rights to Assume Upon Event of Default. If an Event of Default
--------------------------------------
occurs under this Security Agreement, Secured Party may, but shall not be
obligated to, assume all of the rights and obligations of Debtor under any or
all of the Assigned Agreements. Debtor agrees that it
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will, upon the request of Secured Party from time to time and at any time after
an Event of Default has occurred, execute and deliver such documents and
instruments as Secured Party or its counsel may deem necessary or desirable to
effect the assignment of said Assigned Agreements to Secured Party or its
nominee. Such assumption, however, shall not relieve Debtor of its obligations
under the Assigned Agreements, and Debtor shall remain liable for all costs and
expenses incurred in connection with the performance of its obligations under
the Assigned Agreements. If Secured Party shall pay the unpaid amounts due under
any Agreement, Secured Party shall thereupon be subrogated to all the
contracting party's rights against Debtor with respect to such payment. Under no
circumstances shall Secured Party be deemed by any party to have assumed
Debtor's rights and obligations under an Assigned Agreement unless and until
such written notice is delivered to the contractor in accordance with the
foregoing.
4. Protection of Rights. Secured Party shall have the right at any
--------------------
time (but shall have no obligation) to take in its name or in the name of Debtor
or otherwise such action as Secured Party may at any time or from time to time
determine to be necessary to cure any default under the Assigned Agreements or
to protect the rights of Debtor or Secured Party thereunder. Secured Party
shall incur no liability to Debtor if any action taken by Secured Party or in
its behalf in good faith pursuant to this Security Agreement shall prove to be
in whole or in part inadequate or invalid. Debtor agrees to hold Secured Party
free and harmless from and against any loss, cost, liability or expense
(including but not limited to the fees and disbursements of attorneys and their
staff and accountants' fees and disbursements) to which Secured Party may be
exposed, or that Secured Party may incur, in exercising any of its rights under
this Security Agreement.
5. Power of Attorney. Debtor hereby irrevocable constitutes and
-----------------
appoints Secured Party its true and lawful attorney-in-fact in Debtor's name or
in Secured Party's name or otherwise to enforce all rights of Debtor under the
Assigned Agreements, and, or, to transfer the Assigned Agreements to Secured
Party pursuant to Paragraph 3 of this Section J. It is hereby
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recognized that the power of attorney herein granted is coupled with an interest
and shall not be revocable.
6. Future Assigned Agreements. Debtor shall deliver to Secured Party
--------------------------
a true and correct copy of each Agreement and amendment thereof promptly after
it has been executed and delivered by the parties thereto.
7. Disposition. Debtor will not enter into any other security
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agreement covering the Assigned Agreements and will not permit any other
financing statement covering the same to be on file so long as any of the
Obligations remain unpaid, except any such security agreement or financing
statement in favor of Secured Party. Debtor will not sell or offer to sell or
transfer any Assigned Agreements or rights under Assigned Agreements as long as
the Obligations remain unpaid.
8. Maintenance of Assigned Agreements. Debtor, at its expense, shall
----------------------------------
perform and observe all terms and provisions of the Assigned Agreements to be
performed and observed by it, maintain the Assigned Agreements in full force and
effect, enforce the Assigned Agreements in accordance with their terms, take all
action to such end as may be requested from time to time by Secured Party and
furnish to Secured Party promptly upon receipt thereof copies of all notices,
requests and other documents received by Debtor under or pursuant to the
Assigned Agreements. Debtor shall not, without the prior written consent of
Secured Party, cancel or terminate the Assigned Agreements, or consent to or
accept any cancellation or termination thereof, amend or otherwise modify the
Assigned Agreements in any manner, give any consent, waiver or approval
thereunder or waive any default under or breach of any Assigned Agreements.
9. Receipt of Proceeds in Trust by Debtor. In the event Debtor shall
--------------------------------------
receive any moneys, income, payments or benefits attributable or accruing to the
Assigned Agreements, Debtor will hold the same in trust for Secured Party and
will not commingle the same with any other property or moneys of Debtor and will
promptly deliver the same to Secured Party in the form received, such sums to be
applied toward the payment of the principal balance of the Obligations, or, in
Secured Party's sole discretion, released to Debtor; provided, however, that
Debtor may retain, use and dispose of any
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moneys received before default hereunder from payment of the installments
provided for in the Assigned Agreements for any lawful corporate purpose and
such moneys shall not constitute part of the moneys held in trust.
10. Notice to Third Parties. With regard to any Assigned Agreements
-----------------------
included within the Collateral, Debtor agrees to notify all other parties to
said Assigned Agreements of the interest hereby granted to Secured Party and to
obtain from said persons acknowledgements of the interests in favor of Secured
Party and to execute and cause said persons to execute any and all
acknowledgements, waivers and other agreements in such form and upon such terms
as Secured Party may request.
11. Collection of Accounts and General Intangibles. In addition to
----------------------------------------------
the foregoing, without assuming any rights or obligations under any of the
Assigned Agreements, Secured Party shall have the right in its own name or in
the name of the Debtor, after default, to require Debtor forthwith to transmit
all proceeds of Assigned Agreements not otherwise received in trust hereunder to
Secured Party, to notify any and all parties to said Assigned Agreements to make
payments thereunder directly to Secured Party, to demand, collect, receive,
receipt for, xxx for, compound and give acquittal for, any and all amounts due
or to become due thereunder and to endorse the name of Debtor on all commercial
paper given in payment or part payment thereof, and in Secured Party's
discretion to file any claim or take any other action or proceeding that Secured
Party may deem necessary or appropriate to protect and preserve and realize upon
the Assigned Agreements. Secured Party shall have no duty or obligation
whatsoever to collect any amounts under the Assigned Agreements, or to take any
other action to preserve or protect the Assigned Agreements; however, should
Secured Party elect to collect any amounts under the Assigned Agreements or take
any other action to protect or preserve same, Debtor releases Secured Party from
any claim or claims for loss or damage arising from any act or omission in
connection therewith.
K. ADDITIONAL PROVISIONS REGARDING DEPOSIT ACCOUNTS. The Secured
Party may, at any time while the Obligations are outstanding or any commitment
to make advances under the Line of Credit is in effect, restrict
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access by the Debtor to any deposit account of the Debtor maintained at the
Secured Party (hereinafter referred to as a "Blocked Account"), including,
without limitation, taking any one or more of the following actions with respect
to such Blocked Account: (i) refusing to permit the Debtor to make withdrawals
of funds from a Blocked Account or transfers from a Blocked Account to another
deposit account of the Debtor, (ii) dishonoring any check or draft presented on
a Blocked Account (whether or not said check or draft is otherwise properly
payable), and (iii) failing to honor any agreement (including that certain Cash
Management Services Agreement--Money Fund Sweep Service Terms) with Debtor to
credit Debtor's deposit account with the proceeds of Debtor's beneficial
interest in any money market mutual fund account or similar account (each a
`Fund Account') created by Secured Party as agent for Debtor as a vehicle for
the short-term investment of deposits (in which event Debtor's beneficial
interest in the Fund Account shall be deemed to be the Blocked Account for all
purposes of this Agreement). The Secured Party shall have no liability to the
Debtor for any damages, direct or indirect, incidental or consequential,
proximately caused by dishonor of any check or draft presented on a Blocked
Account after said deposit account becomes a Blocked Account (or for any such
damages which are proximately caused by any Fund Account becoming a Blocked
Account). The Secured Party may take any such action at its sole discretion,
before or after the occurrence of an Event of Default, and without giving prior
notice thereof to the Debtor or any of the Guarantors, it being understood and
agreed that the purpose hereof is to permit the Secured Party to perfect and
protect its contractual security interests in, liens on and pledges of any and
all deposit accounts (including Debtor's beneficial interest in any Fund
Account, to the extent such interest may be construed as an interest in a
`deposit account' or a `security' under applicable law) now or hereafter
maintained by the Debtor at the Secured Party, which security interests are
hereby ratified and confirmed in all respects; provided, however, that the
Secured Party shall use reasonable efforts to give notice to the Debtor within a
reasonable time after taking any such action, but the Secured Party shall have
no liability to the Debtor or any other Person for failure to do so. Secured
Party may hold any and all funds on deposit in any Blocked Account (including
Debtor's beneficial interest in any
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Fund Account which becomes a Blocked Account) as additional Collateral for the
Obligations, or apply all or a portion of said funds to payment of the
Obligations, in such order or manner as the Secured Party may determine in its
sole discretion. Secured Party may at any time and from time to time release
funds from any Blocked Account to the Debtor in such amounts, if any, as Secured
Party may determine in its sole discretion, but any partial release of funds
from a Blocked Account shall not constitute a release of any remaining funds on
deposit in the Blocked Account or a termination of the status of the deposit
account as a Blocked Account. This Agreement shall be cumulative of any other
agreement, arrangement or understanding between the Debtor and the Secured Party
respecting the Debtor's deposit accounts (including, without limitation, the
Cash Management Services Terms and Conditions, and Exhibits and attachments
thereto), and in the event of any conflict between this Agreement and any such
other agreement, arrangement or understanding this Agreement shall control."
(e) The Schedules I, IV and VI to the Security Agreement are amended
by deleting the prior Schedules I, IV and VI adding the new Schedules I, IV, VI
and VII attached hereto to be made a part of the Security Agreement as if the
same had been originally attached thereto.
Section 3. Security Interest. As security for the Obligations Debtor
-----------------
hereby assigns, conveys, mortgages, hypothecates, transfers and grants to
Secured Party a security interest in an agrees that Secured Party shall continue
to have a security interest in (and a pledge and assignment of, as applicable)
the Collateral.
Section 4. Representations. Debtor represents and warrants that all of
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the representations and warranties attached contained in the Security Agreement
and all instruments and documents executed pursuant thereto or contemplated
thereby are true and correct in all material respects on and as of this date,
except (i) such representations that relate solely to an earlier date and that
were true and correct on such earlier date, and (ii) the breach or inaccuracy of
representations and warranties about which Secured Party has been notified in
writing prior to the date of this Amendment.
Section 5. Continued Force and Effect. Debtor ratifies and confirms that,
--------------------------
except as specifically amended herein, all of the terms and conditions of the
Security Agreement and all documents
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executed in connection therewith or contemplated thereby are and remain in full
force and effect in accordance with their respective terms and the Collateral is
unimpaired by this Amendment. All of the terms used herein have the same
meanings as set out in the Security Agreement, unless amended hereby or unless
the context clearly requires otherwise. References in the Security Agreement to
the "Agreement," the "Security Agreement," "hereof," "herein" and words of
similar import shall be deemed to be references to the Security Agreement as
amended through the date hereof.
Section 6. Severability. In the event any one or more provisions
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contained in the Security Agreement or this Amendment should be held to be
invalid, illegal or unenforceable in any respect, the validity, enforceability
and legality of the remaining provisions contained herein and therein shall not
be affected in any way or impaired thereby and shall be enforceable in
accordance with their respective terms.
Section 7. Expenses. Debtor agrees to pay all out-of-pocket costs and
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expenses (including reasonable fees and expenses of legal counsel) of Secured
Party in connection with the preparation, operation, administration and
enforcement of this Amendment.
Section 8. No Waiver. Debtor agrees that no Event of Default and no
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Default has been waived or remedied by the execution of this Amendment, and any
such Default or Event of Default heretofore arising and currently continuing
shall continue after the execution and delivery hereof.
Section 9. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of Texas and, to the extend
applicable, by federal law.
Section 10. Waiver. As additional consideration to the execution,
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delivery, and performance of this Amendment by the parties hereto, the Debtor
warrants and represents to Secured Party that no facts, events, statuses or
conditions exist or have existed which, either now or with the passage of time
or giving of notice, or both, constitute or will constitute a basis for any
claim or cause of action against Secured Party or any defense to (a) the payment
of any obligations and indebtedness under the Term Note, the original Revolving
Credit Note and/or the Credit Agreement or (b) the performance by any Person of
its respective obligations under the Guaranties and/or the Security Agreements,
and in the event any such facts, events, statuses or conditions exist or have
existed, whether know or unknown, the Debtor unconditionally and irrevocably
waives any and all claims and causes of action against Secured Party and any
defenses to its payment and performance
-9-
obligations in respect to the Term Note, the original Revolving Credit Note, the
Credit Agreement, the Guaranties or the Prior Security Agreements.
Notwithstanding any provision of this Amendment or the Security Agreement, this
Section shall remain in full force and effect and shall survive the delivery of
the New Revolving Credit Note and this Amendment, and any and all amendments,
modifications, or restatements thereof.
Section 11. Counterparts. This Amendment may be executed in any number of
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counterparts and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
Section 12. Arbitration Program. The parties agree to be bound by the
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terms and provisions of the current Arbitration Program of the Secured Party
which is incorporated by reference herein and is acknowledged as received by the
parties pursuant to which any and all disputes arising hereunder or under any of
the documents and instruments contemplated thereby, or pertaining hereto or
thereto, shall be resolved by mandatory binding arbitration upon the request of
any party.
SECTION 13. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE FIRST
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AMENDMENT TO SECOND RESTATED AND AMENDED LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 28th day of February, 1994.
VISUAL NUMERICS, INC.
By/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
- DEBTOR -
FIRST INTERSTATE BANK OF TEXAS, N.A.
By/s/ Xxxxx Xxxxxxx
---------------------------------
Name:
Title:
- SECURED PARTY -
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XXX XXXXX XX XXXXX (S)
(S)
COUNTY OF XXXXXX (S)
The foregoing was acknowledged before me on the ___ day of _________, 1994,
by __________________________, _________________ of VISUAL NUMERICS, INC., a
Texas corporation, on behalf of said corporation.
/s/ Xxxxx Xxxxxxxxx
---------------------------------
Notary Public in and for
The State of T E X A S
THE STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
The foregoing was acknowledged before me on the ____ day of __________,
1994, by ____________________________, _____________ of FIRST INTERSTATE BANK OF
TEXAS, N.A., a national banking association, on behalf of said association.
/s/ Xxxxxx X. Blares
---------------------------------
Notary Public in and for
The State of T E X A S
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SCHEDULE I
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VISUAL NUMERICS, INC.
U.S. COPYRIGHT REGISTRATIONS
Registration Date of
Number/Serial Registration/ Original
Copyright Name Number Filing Applicant
---------------------------------------- ------------- ------------ ---------
IMSL Libraries Version 2 TXu 492355 10/11/91 IMSL
C/BASE Library Version 1 Txu 492620 10/11/91 IMSL
Exponent Graphics Txu 2886528 07/31/90 IMSL
Exponent Graphics (v1.0) TXu 431359 09/29/89 IMSL
XXXX Xxxxxxx XXx 000000 09/29/89 IMSL
SFUN/Library (v.21) Users Manual TXu 387229 09/29/93 IMSL
STAT/Environment and Installation TXu 397122 09/29/93 IMSL
Assurance Test (v1.1)
STAT/Library (v1.1) TXu 397118 09/29/93 IMSL
STAT/Library (v.1.1) User's Manual TXu 387350 09/29/89 IMSL
(Vol. 1, 2, 3)
STAT/PROTRAN (v2.1) TXu 407816 02/28/90 IMSL
STAT/PROTRAN (v2.1) User's Manual TXu 405848 02/28/90 IMSL
PDE/PROTRAN (v2.0) TXu 407804 02/28/90 IMSL
PDE/PROTRAN (v.2.0) User's Manual TXu 405849 02/28/90 IMSL
Registration Date of
Number/Serial Registration/ Original
Copyright Name Number Filing Applicant
---------------------------------------- ------------- ------------ ---------
Exponent Graphics TX 2886528 / /90 IMSL
MATH/PROTRAN (v2.1) TXu 407813 02/28/90 IMSL
MATH/PROTRAN (v2.1) User's Manual TXu 405850 02/28/90 IMSL
Environment and Installation Assurance TXu 386926 09/29/89 IMSL
Test Users Guide
SFUN/Environment and Installation TXu 397119 09/29/93 IMSL
Assurance Text (v2.1)
IMSL Libraries TXu 492355 10/11/93 IMSL
Math/Library special functions TXu 492763 10/11/93 IMSL
Stat/Library TXu 492762 10/11/93 IMSL
C/Base/Library TXu 492761 10/11/91 IMSL
Math/Library TXu 492760 10/11/91 IMSL
C/Base/Library TXu 492620 10/11/91 IMSL
Exponent graphics TXu 431359 08/09/90 IMSL
Exponent Graphics TXu 2886528 07/31/90 IMSL
imsle8/imslap. TXu 407815 02/28/90 IMSL
imslvp. TXu 407814 02/28/90 IMSL
Protran/main TXu 407813 02/28/90 IMSL
Interactive documentation TXu 407812 02/28/90 IMSL
Registration Date of
Number/Serial Registration/ Original
Copyright Name Number Filing Applicant
---------------------------------------- ------------- ------------ ---------
LP/Protran TXu 405851 02/28/90 IMSL
Math/Protran TXu 405850 02/28/90 IMSL
PDE/Protram TXu 405849 02/28/90 IMSL
STAT/Protran TXu 405848 00/00/00 XXXX
XXXX Libraries TXu 405280 02/28/90 IMSL
SFUN.LIB. TXu 397123 09/29/89 IMSL
STAT.EIAT TXu 397122 09/29/89 IMSL
MATH/Library TXu 347121 09/29/93 IMSL
MATH/Environment TXu 397120 09/29/93 IMSL
SFUN/environment TXu 397119 09/29/93 IMSL
STAT/Library TXu 397118 IMSL
THE I M S L Libraries TXu 386928 09/29/89 IMSL
The I M S L Libraries TXu 386927 09/29/89 IMSL
Environment and installation assurance TXu 386926 09/29/89 IMSL
test
I M S L Math/Library TXu 387357 00/00/00 XXXX
X X X X Xxxx/Xxxxxxx XXx 000000 09/29/93 IMSL
SFUN/Library TXu 387229 09/29/93 IMSL
16
SCHEDULE IV
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A.
VISUAL NUMERICS, INC. REGISTERED U.S. TRADEMARKS AND SERVICE MARKS
DATE OF
TRADE XXXX REGISTRATION NO. REGISTRATION
---------------------- ---------------- ------------------
1. IMSL No. 1,276,046 May 1, 1984
2. IMSL No. 1,183,603 December 29, 1981
3. EXPONENT No. 1,663,225 November 11, 1991
GRAPHICS
4. MATH/LIBRARY No. 1,728,710 October 27, 1992
5. IMSL AND DESIGN No. 1,678,289 February 18, 1992
6. PROTRAN No. 1,251,540 September 20, 1983
7. TWODEPEP No. 1,175,111 October 27, 1981
8. TWODEPEP No. 1,167,063 September 1, 1981
9. STAT/LIBRARY No. 1,750,847
SERVICE XXXX
------------
1. IMSL No. 1,163,151 July 28, 1981
2. IMSL No. 1,678,900 March 10, 1992
B.
VISUAL NUMERICS, INC. PENDING APPLICATIONS FOR
U.S. TRADEMARK/SERVICE XXXX REGISTRATION
XXXX SERIAL NO. FILING DATE
---------------------- -------------- -----------------
1. VISUAL NUMERICS No. 74/338,711 December 10, 1992
SCHEDULE VII
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ASSIGNED AGREEMENTS
1. Visual Numerics Distributor Agreement effective January 1, 1993, by and
between Visual Numerics, Inc. and Visual Numerics Inc. France SARL
2. Royalty Agreement dated July 11, 1991, by and between IMSL, Inc. and IMSL
Japan, Inc.
3. License Agreement dated March 1, 1985, by and between Precision Visuals,
Inc. and Precisions Visuals International Limited
