EXHIBIT 2.1
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement"), is entered into as of June
30, 2003 ("Closing Date"), by and between LiveCSP, Inc., a California
corporation, whose address is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx 00000 ("Buyer") and Pacific Magtron International Corp., a Nevada
corporation, whose address is 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000
("Seller").
R E C I T A L S
WHEREAS, Seller owns and operates a wholly-owned subsidiary named Lea
Publishing, Inc., a California corporation. Lea Publishing, Inc., operates
"LiveMarket," a business of developing and licensing web-based electronic
software systems known as "LiveSell" and "LiveExchange." Pursuant to the terms
and conditions of this Agreement, Seller desires to sell, assign and transfer
all of its right, title and interest in all the tangible and intangible property
and assets that are identified on Schedule 1.1 attached hereto.
WHEREAS, pursuant to the terms and conditions of this Agreement, Buyer desires
to purchase all Seller's rights, title and interest in and to the tangible and
intangible property and assets that are identified on Schedule 1.1 attached
hereto in exchange for cash and services to be provided by Buyer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements, and for
other good and valuable consideration described herein, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:
A G R E E M E N T
1. AGREEMENT TO PURCHASE AND SELL THE ASSETS. Subject to the terms and
conditions of this Agreement, on the Closing Date, the Seller shall sell, grant,
convey, transfer, assign and deliver all rights, title and interest in and to
the Assets (as defined in Paragraph 2 herein below), free and clear of any
encumbrances or security interests, and Buyer shall purchase and acquire the
Assets from the Seller and to assume the Assumed Liabilities (as defined
hereinbelow) upon the terms and conditions of this Agreement.
2. PURCHASED ASSETS. Subject to the limitation set forth in the following
sentence below, the "Assets" means all rights, title and interest of every kind
and description of the Seller as of the Closing (set forth herein below), in the
property and assets identified on Schedule 1.1 attached hereto and incorporated
herein by this reference, including without limitation the following: all
publication rights, trade names, copyrights, trademarks, service marks,
goodwill, and intangible assets used by the Seller in the "LiveMarket" business;
and all rights, causes of action, claims and demands of whatever nature
(liquidated or non-liquidated), of the Seller relating, directly or indirectly,
to the Assets. "Assets" shall not include any trade accounts receivable, notes
receivable, negotiable instruments or chattel paper arising from or related to
the Contracts defined below in Paragraph 5 prior to the Closing Date.
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3. EXCLUDED ASSETS. The Assets shall not include any licensed third-party
software contained on any computer equipment set forth on Schedule 1.1 that
Seller does not have the legal right to transfer to Buyer.
4. NO ASSUMPTION OF LIABILITIES NOT SPECIFICALLY IDENTIFIED. Except for the
Assumed Liabilities identified in Paragraph 5 below, the Buyer does not assume
or undertake any liability for outstanding debts, obligations, contracts,
liabilities, claims or other commitments of the Seller of any kind whatsoever.
5. ASSUMED LIABILITIES. The Buyer shall not assume nor discharge any debts,
obligations, liabilities, or commitments of the Seller whether accrued now or
hereafter, whether fixed or contingent, whether known or unknown, except as
follows:
(a) At the Closing, the Buyer shall assume and agree to discharge and
perform only those liabilities and obligations that arise or are attributable to
events occurring on or after the Closing Date pursuant to the following two
contracts received hereunder by Buyer: (1) the OshKosh B'Gosh Electronic
Commerce Managed Services Agreement dated July 1, 2002; and (2) and the
VitalStream (formerly Epoch Internet) Hosting Maintenance Agreement dated July
1, 2002 (the "Contracts"). The Contracts are attached hereto collectively as
Exhibit "A." The assumed obligations of the Contracts are limited to the
following:
a. Such obligations that are performable on or after the Closing
Date; and
b. Such obligations that are attributable to periods arising after
or on the Closing Date.
(b) Seller hereby agrees to assign and shall execute all documents
necessary to effect an assignment of its contractual rights and obligations
under the OshKosh B'Gosh Electronic Commerce Managed Services Agreement dated
July 1, 2002 and VitalStream, (formerly Epoch Internet) Hosting Maintenance
Agreement dated July 1, 2002.
(c) The assumption by the Buyer of any Assumed Liabilities shall not be
deemed to modify or amend the Seller's representations and warranties contained
herein or in any way impair the Buyer's right to rely upon such representations
and warranties to obtain indemnification for any breach of such warranties and
representations.
6. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid by the
Buyer to the Seller for the Assets shall be equal to: (a) Five Thousand Dollars
and Zero Cents ($5,000.00) in cash or other form of guaranteed payment paid
directly to the Seller on the Closing Date; (b) services valued at an amount not
exceeding Forty-Eight Thousand Dollars and Zero Cents ($48,000.00) pursuant to
the Proprietary Software License and Support Agreement (the "Services
Agreement") between the Seller and the Buyer; and (c) a license grant to use the
LiveMarket software pursuant to the terms and conditions of the Proprietary
Software License and Support Agreement dated July 30, 2003 ("Services
Agreement"), which is attached hereto as Schedule 1.2 and incorporated herein by
this reference. In addition, pursuant to the Services Agreement, Buyer hereby
grants an exclusive, limited license of LiveMarket software that is transferable
only upon Buyer's express, written consent and may be used only to operate
Xxxxxxxxxxxxx.xxx. Buyer's written consent shall not be unreasonably withheld.
Any other use of the LiveMarket software license is prohibited. This exclusive,
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limited license, transferable only upon Buyer's express, written consent, does
not include any dependant third-party software licenses.
7. HOSTING STAGING ENVIRONMENT. Seller shall continue to host the staging
environment for LiveMarket for 180 days after the Closing Date. Seller's support
of the staging environment shall include providing physical location, power and
internet connectivity for the equipment.
8. CONFIDENTIALITY. The Seller and Buyer agree that confidentiality and
non-disclosure of the terms and conditions and the subject matter of this
Agreement are material to this Agreement, and Seller and Buyer further agree
that neither party shall disclose to non-parties or third-parties, without the
prior written consent of the Buyer, any terms of or the subject matter of this
Agreement, except as compelled by court order, or as required by law, including
any disclosures required to be made pursuant to applicable state and federal
securities laws.
9. EMPLOYEE MATTERS. Effective on the Closing, the employment by Seller of
Xxxx Xxxxxx, Xxxxxx, Xxxxxx and Xxx Xxxxxx (the "Named Employees") shall be
terminated, and Seller shall release the Named Employees from any employment
agreements, any non-competition agreements, and any non-solicitation agreements
between Seller or Lea Publishing, Inc., on the one hand, and the Named
Employees, on the other hand. The Seller shall pay the Named Employees for all
benefits due them at the time of termination of their employment, which shall be
the same as the Closing Date.
10. CLOSING DATE. The purchase and sale of the Assets (the "Closing") provided
for in this Agreement will take place at the law offices of Xxxxxxx & Xxxxx
Xxxxxxx Xxxx LLP, One Renaissance Center, Two North Central Avenue, Phoenix,
Arizona, or at any other mutually acceptable location or by facsimile, on June
30, 2003. The Closing shall be completed upon the following:
(a) Execution of this Agreement;
(b) Satisfaction of all conditions to closing set forth in Paragraph
13, "Conditions Precedent to Obligations of the Buyer"; and
(c) Satisfaction of all conditions to closing set forth in Paragraph
14, "Conditions Precedent to the Obligations of the Seller."
11. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and
warrants to the Buyer as follows:
(a) ORGANIZATION AND GOOD STANDING. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
organization, with full power and authority to conduct the "LiveMarket" business
as it is presently being conducted, to own or use the Assets, and to perform all
its obligations. The Seller is duly qualified to do business and in good
standing in each jurisdiction in which it does business.
(b) VALIDITY OF AGREEMENT. The Seller has full corporate power and
authority to enter into this Agreement and to perform its obligations hereunder
and to consummate the transaction contemplated hereby in accordance with the
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terms of this Agreement. This Agreement constitutes the legal, valid, and
binding obligation of the Seller, enforceable in accordance with its terms, and
neither the execution nor delivery of this Agreement by the Seller nor the
performance by the Seller of any of its covenants or obligations hereunder will
constitute a default under any contract, agreement or obligation to which he is
a party or by which any of the Assets are bound. Moreover, this Agreement is
enforceable against the Seller in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium,
receivership, or other similar laws relating to or affecting creditors' rights
generally.
(c) OWNERSHIP AND TITLE TO THE ASSETS. The Seller is the sole owner of the
Assets and has good and marketable title to all the Assets free of any
encumbrances or security interests. There are no existing agreements, options,
commitments or rights with, of or to any person to acquire any of Assets or any
interest therein.
(d) INTELLECTUAL PROPERTY. The Seller is transferring its rights in and to
all intellectual property listed on Schedule 1.1 owned by the Seller or licensed
by the Seller (to the extent Seller can transfer such licensed rights) that is
material to the operation of the "LiveMarket" business of the Seller as it is
currently being conducted.
(e) COMPLIANCE WITH LEGAL REQUIREMENTS.The Seller has complied with all
legal requirements applicable to the Seller's ownership or use of the Assets,
and the Seller has not received any notice (written or oral) of any violation or
failure to comply with any legal requirements relating to the Assets or their
use or operation which violation or failure has not been cured.
(f) LEGAL PROCEEDINGS; ORDERS.There is no legal proceeding pending or
threatened against the Seller affecting or concerning the Assets, and there is
no court order or decree to which the Seller or the Assets are subject.
Furthermore, there are no laws or regulations prohibiting the consummation of
the transactions contemplated by this Agreement.
(g) GOVERNMENTAL APPROVALS. No consent, approval or authorization of, or
notification to or registration with, any governmental authority, either
federal, state or local, is required in connection with the execution, delivery
and performance of this Agreement by the Seller.
(h) LICENSES, PERMITS AND REQUIRED CONSENTS. The "LiveMarket" business has
all required franchises, tariffs, licenses, ordinances, certifications,
approvals, authorizations and permits ("Authorizations") necessary to the
conduct of the "LiveMarket" business. All Authorizations relating to the Assets
are in full force and effect and no violations have been made in respect
thereof, and no proceeding is pending or threatened which could have the effect
of revoking or limiting any such Authorizations.
(i) USE OF BUSINESS NAME. After the Closing, Seller shall not, directly or
indirectly, use or do business under, or allow any subsidiary or affiliate to
use or do business under, or assist any third party in using or doing business
under, the names and marks "LiveMarket," "LiveSell," or "LiveExchange."
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(j) TAXES. The Seller has timely and duly filed (giving effect to
extensions duly taken) all federal, state, local or foreign tax returns, tax
reports or forms, with respect to "LiveMarket" since the date of its purchase of
the Assets. The Seller has paid, or made provision for the payment of, all taxes
that have or may have become due pursuant to its tax returns or otherwise, or
pursuant to any assessment received by the Seller.
Furthermore, Seller represents and warrants that no unpaid taxes create and
encumbrance on the Assets. Seller represents and warrants that the "LiveMarket"
business is not currently being audited by any taxing authority and there are no
claims or assessments pending against the Assets.
(k) FULL DISCLOSURE. No representation or warranty of Seller in this
Agreement contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements herein, in light of the
circumstances in which they are made, not misleading.
12. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
warrants to the Seller that:
(a) CAPACITY. The Buyer has read and understands this Agreement, has
consulted legal and accounting representatives to the extent deemed necessary,
and has the requisite power, authority and capacity to enter into this Agreement
and to carry out the transactions contemplated hereby without the consent of any
third party.
(b) AUTHORITY AND CONSENT. This Agreement is valid and binding upon the
Buyer and neither the execution nor delivery of this Agreement by the Buyer nor
the performance by the Buyer of any of its covenants or obligations hereunder
will constitute a default under any contract, agreement or obligation to which
it is a party. This Agreement is enforceable against the Buyer in accordance
with its terms, subject to bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium, receivership, or other similar laws relating to or
affecting creditors' rights generally.
(c) REPRESENTATIONS BY BUYER. No representation or warranty of Buyer in
this Agreement contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements herein, in light of the
circumstances in which they are made, not misleading.
(d) INTELLECTUAL PROPERTY. Buyer acknowledges that the Seller is
transferring its rights in and to all intellectual property listed on Schedule
1.1 owned by the Seller or licensed by the Seller (to the extent Seller can
transfer such licensed rights) that is material to the operation of the
"LiveMarket" business of the Seller as it is currently being conducted.
13. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of
the Buyer pursuant to this Agreement are subject to fulfillment on or before the
Closing Date of each of the following conditions:
(a) Performance of the Seller. The Seller shall have performed and complied
with all agreements, terms and conditions required by this Agreement to be
performed or complied with by Seller.
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(b) Title. The Seller shall have delivered to the Buyer all appropriate
bills of sales, assignments and other instruments giving and conveying to the
Buyer all right, title and interest in and to the Assets.
(c) Possession. The Seller shall deliver to the Buyer possession of the
Assets.
(d) OshKosh B'Gosh Release and Consent to Transfer. The Seller shall have
obtained a full and complete assignment to the Buyer of the OshKosh B'Gosh
Electronic Commerce Managed Services Agreement referenced above.
(e) VitalStream Hosting Maintenance Release and Consent to Transfer. The
Seller shall have obtained a full and complete assignment to the Buyer of the
VitalStream Hosting Maintenance Agreement referenced above.
(f) Legal Prohibition. On the Closing Date, there shall exist no injunction
or final judgment, law or regulation prohibiting the consummation of the
transactions contemplated by this Agreement.
14. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER. The obligations of
the Seller under this Agreement are subject to fulfillment on or before the
Closing Date of each of the following conditions:
(a) Performance by the Buyer. The Buyer shall have performed and complied
with all agreements, terms and conditions required by this Agreement to be
performed or complied with by it.
(b) Payment. Subject to the terms and conditions hereof, the Buyer shall
have paid the Purchase Price and assumed the Assumed Liabilities in exchange for
the Assets.
(c) Legal Prohibition. On the Closing Date, there shall exist no injunction
or final judgment, law or regulation prohibiting the consummation of the
transactions contemplated by this Agreement.
15. NECESSARY ACTS AND FURTHER ASSURANCES. Each of the parties hereto shall
execute and deliver such further documents and instruments and shall take such
other actions as may be reasonably required or appropriate to evidence or carry
out the intent and purposes of this Agreement.
16. EXPENSES INCURRED IN PREPARING THIS AGREEMENT.
(a) The Buyer shall be solely responsible for paying its own expenses and
costs incidental to the preparation of this Agreement and to the consummation of
the transactions contemplated by this Agreement.
(b) The Seller shall be solely responsible for paying its own expenses and
costs incidental to the preparation of this Agreement and to the consummation of
the transactions contemplated by this Agreement.
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17. RISK OF LOSS. The risk of loss or destruction of all or any part of the
Assets prior to or on the Closing Date from any cause (including, without
limitation, fire, theft, acts of God or public enemy) shall be upon the Seller.
Such risk shall be upon the Buyer if such loss occurs after the Closing Date.
18. INDEMNIFICATION BY SELLER. Seller shall indemnify and hold harmless Buyer
and will pay to Buyer the amount of any loss, liability, claim, damage, expense
(including reasonable attorney fees, whether or not involving a third party
claim (collectively, "Damages") arising, directly or indirectly, from or in
connection with:
(a) any material breach or inaccuracy of any representation or warranty
made by Seller in this Agreement, the Schedules hereto, or any other
certificate or document delivered by Seller pursuant to this
Agreement;
(b) the material breach by Seller of any covenant or obligation of Seller
in this Agreement or any certificate, or document delivered by Seller
pursuant to this Agreement;
(c) the failure of Seller to satisfy and discharge any liabilities not
assumed by Buyer;
(d) any facts, events or conditions known by Seller and that occurred or
came into existence prior to the Closing, whether or not such Damages
are asserted or claimed prior to the closing or thereafter; and
(e) all litigation pending against the Seller as of the Closing or filed
subsequent to the Closing but arising from the Seller's use of the
Assets prior to the Closing or other liability, claim or expense
relating to the operation of the LiveMarket website prior to the
Closing.
19. INDEMNIFICATION BY BUYER. Buyer shall indemnify and hold harmless Seller
for, and will pay to the Seller the amount of any Damages arising, directly or
indirectly, form or in connection with:
(a) any breach of any representation or warranty made by Buyer in this
Agreement or in any certificate or document delivered by Buyer
pursuant to this Agreement; and
(b) the failure to timely pay, satisfy and discharge the Assumed
Liabilities after the Closing.
20. THIRD PARTY BENEFICIARIES. This Agreement is made solely for the benefit of
the parties to this Agreement, and no other person or entity shall have or
acquire any right by virtue of this Agreement.
21. NOTIFICATION OF CLAIMS. Each party will promptly notify the other of any
third-party claims against any party relating to the Assets of which they
receive knowledge or notice so as to permit such party an opportunity to prepare
a timely defense to such claim or to attempt settlement.
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22. NOTICES. All notices, requests, demands and other communications under this
Agreement shall be in writing. When mailed certified mail, return receipt
requested, notice is effective on receipt as confirmed by the return receipt.
When mailed first-class to the last address of the recipient known to the party
giving notice, notice is effective three (3) mail delivery days after postmark
of deposit in a United States Postal Service office or mailbox. Addresses for
purpose of giving notice are as follows:
If to the Seller:
Xxxxxxxx X. Xx
Pacific Magtron International Corp.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxxxx X. Xxxxxxxx, III, Esq.
Xxxxxxx & Xxxxx Xxxxxxx Xxxx LLP
Renaissance Xxx
Xxx X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Buyer:
Xxxx Xxxxxx
LiveCSP, Inc.
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxx
Law Offices of Xxxxxx X. Xxxxx
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Any party may change its address or facsimile number by giving the other party
notice of the change in any manner permitted by this Agreement.
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23. TIME IS OF THE ESSENCE. Time is of the essence in respect to all provisions
of this Agreement that specify a time for performance; provided, however, that
the foregoing shall not be construed to limit or deprive a party of the benefits
of any grace or use period allowed in this Agreement.
24. NO WAIVER AND REMEDIES. No waiver or a breach, failure of any condition, or
any right or remedy contained in or granted by the provisions of this Agreement
shall be effective unless it is in writing and signed by the party waiving the
breach, failure, right, or remedy. No waiver of any breach, failure, right, or
remedy shall be deemed a waiver of any other breach, failure, right, or remedy,
whether or not similar, nor shall any waiver constitute a continuing waiver
unless the writing so specifies. No remedy or election hereunder shall be deemed
exclusive but it shall, wherever possible, be cumulative with all other remedies
in law or equity.
25. BINDING AGREEMENT. The parties covenant and agree that this Agreement, when
executed and delivered by the parties, will constitute a legal, valid and
binding agreement between the parties and will be enforceable in accordance with
its terms.
26. ASSIGNMENT. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto, their legal
representatives, successors and assigns.
27. CHOICE OF LAW. This Agreement, and any dispute arising from the
relationship between the parties to this Agreement, shall be governed by,
construed, interpreted and enforced according to the laws of the State of
California.
28. ATTORNEY FEES AND COSTS INCURRED IN DISPUTE. In any litigation,
arbitration, or other proceeding by which one party either seeks to enforce its
rights under this Agreement (whether in contact, tort, or both) or seeks a
declaration of any rights or obligations under this Agreement, the prevailing
party shall be awarded reasonable attorney fees, together with any costs and
expenses, to resolve the dispute and to enforce the final judgment.
29. HEADINGS AND THE USE OF PRONOUNS. The paragraph headings hereof are
intended solely for convenience of reference and shall not be construed to
explain any of the provisions of this Agreement. All pronouns and any variations
thereof and other words, as applicable, shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
matter may require.
30. SEVERABILITY. If a court or arbitrator of competent jurisdiction holds any
provision of this Agreement to be illegal, unenforceable, or invalid in whole or
in part for any reason, the validity and enforceability of the remaining
provisions, or portions of them, will not be affected unless an essential
purpose of this Agreement would be defeated by the loss of the illegal,
unenforceable, or invalid provision.
31. RULES OF CONSTRUCTION. Each party and its counsel have participated fully
in the review and revision of this Agreement. Any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
apply in interpreting this Agreement.
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32. ENTIRE AGREEMENT. This Agreement and Schedules 1.1 and 1.2 referred to
herein constitute the final, complete, and exclusive statement of the terms of
the agreement between the parties pertaining to the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings or
agreements of the parties. No party has been induced to enter into this
Agreement by, nor is any party relying on, any representation or warranty
outside those expressly set forth in this Agreement.
33. MODIFICATION. This Agreement may be supplemented, amended, or modified only
by the mutual agreement of the parties hereto. No supplement, amendment, or
modification of this Agreement shall be binding unless it is in writing and
signed by both parties.
34. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
and by the different parties hereto on separate counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
first above written.
BUYER SELLER
LiveCSP, Inc. Pacific Magtron International Corp.
By /s/ Xxxx Xxxxxx By /s/ Xxxxxxxx X. Xx
------------------------------- -------------------------------------
Xxxx Xxxxxx Xxxxxxxx X. Xx
President
By /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx
Secretary
By /s/ Xxx Xxxxxx
-------------------------------
Xxx Xxxxxx
Treasurer
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SCHEDULE 1.1
NAME DESCRIPTION
URL XXXXXXXXXX.XXX (DOMAIN NAME)
MARKETING ASSETS, The right to use the LiveMarket marketing and
PUBLICATION RIGHTS, promotional materials.
TRADEMARKS, Logos and any designs related to LiveMarket
COPYRIGHTS, TRADE LiveMarket Internet site
NAMES, SERVICE Any Trademarks or Copyrights for LiveMarket, LiveSell
MARKS and LiveExchange
SOFTWARE PRODUCTS: LiveSell
LiveExchange
Interface adaptors or EXE, JDE and Commerce One
SOURCE CODE: Title and use of the following subset of the
intellectual property currently used by the Seller:
*Proprietary source code related to the LiveSell and
LiveExchange software products, including HTML code,
Active Server Pages, Java Script, XML, COM components,
Dynamic Link Libraries and structure of database;
*LiveMarket interface source code to third party
software;
*LiveMarket Internet site source code;
*LiveMarket Intranet source code; and
*LiveMarket Star Team and Doors database source code.
DOCUMENTATION User guides and training materials
RELATED TO Project plans
LIVEMARKET, Technical release notes
LIVESELL AND Technical process documentation
LIVEEXCHANGE Network architecture diagrams
Database designs
Product road maps and vision documents
Website content
CONTRACTS (1) OshKosh B'Gosh Electronic Commerce Managed
Services Agreement dated July 1, 2002; and
(2) VitalStream (formerly Epoch Internet) Hosting
Maintenance Agreement dated July 1, 2002.
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MICROSOFT GOLD MS Gold Partnership, Partner Number 523018
PARTNERSHIP
SOFTWARE
NAME SUPPLIER DESCRIPTION
VeriSign Certificates
LiveSell Developed LiveSell is the ecommerce
product that is currently
running OshKosh B'Gosh web
site. All knowledge gained
from the production and
maintenance of the OshKosh
B'Gosh
LiveExchange Developed LiveExchange is the data
exchange product that was
developed for Boyhill. All
knowledge gained from the
production and maintenance of
the Boyhill project
BlackIce Network Ice Software This product is used for
Security
SA FileUp Artisans This product is used in Site
Manager to load file up to
production safety and security
Crystal Reports Seagate Use to generate reports with
Site Manager
Site Scope Fresh Water Use to monitor the web sites
Star Team Star Base This is used for bug tracking
Web Time Sheets Replicon This software in a time
tracking system
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HARDWARE
PHYSICAL
TYPE MFR. MODEL SERIAL NO. RARE ASSET TAG LOCATION
Server IBM Netfinity 4500R 026000239 Staging
Server IBM Netfinity 4500R 026000243 Staging
Server IBM Netfinity 4500R 026000242 Staging
Server IBM Netfinity 4500R 026000240 Staging
Server IBM Netfinity 4500R 026000241 Staging
Server IBM Netfinity 4500R 026000238 Staging
Server Dell PowerEdge 4300 LMSQL02 026000224 Staging
Server Dell PowerEdge 4300 LMVSS01 026000262 Staging
Server Dell PowerEdge 4300 017000274 Staging
Server Dell PowerEdge 4300 026000266 Dev
Server Dell PowerEdge 4300 017000272 Dev
Server Dell PowerEdge 4300 LMEXC01 017000275 Dev
Laptops Xxxxx 8887 NC888E3B00246 Dev
Laptops Xxxxx 8887 NC888E3B00206 Dev
Laptops Xxxxx 8887 NC888E3B00252 Dev
Firewall Cisco PIX 520 017000216 Staging
Firewall Cisco PIX 520 017000308 Staging
Firewall Cisco PIX 520 18034404 Production
Firewall Cisco PIX 520 18025259 Production
Firewall Cisco PIX 520 18036950 Production
Server Dell 2450 017000286 Staging
2450
Server Dell 2924-XL-EN 017000277 Staging
Switch
Switch Cisco 2924-XL-EN 017000282 Staging
Switch
Switch Cisco 2924-XL-EN 017000279 Staging
Switch
Switch Cisco 2924-XL-EN FAB0406Y0E9 026000261 Staging
Switch Cisco Switch 22280030188 Staging
Switch Cisco Switch 5509 Utah
KVM Cybex 8 Port 017000287
Monitor IBM 17" LCD 017000264 Staging
Monitor Compaq 17" LCD 026000261 Staging
UPS Matrix 5000 017000294 Staging
Rack Damac 4 Post 009869 Staging
Rack Damac 4 Post 009868 Staging
Rack IBM 4 Post 92H 9557 Staging
Printer hp laserjet 8100dn 026000050 Dev
Router Cisco 3640 router JAB040185EZ 017000947 Staging
Router Cisco 2621 router JAB042582HA 017000290 Staging
Workstation IBM PC 300GL 026000195 Dev
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Xxxxxxxxxxx XXX PC 300GL 026000194 Dev
Workstation IBM PC 300GL 026000196 Dev
Workstation IBM PC 300GL 026000197 Dev
Workstation IBM PC 300GL 026000198 Dev
Workstation IBM PC300GL 026000200 Dev
UPS APC SmartUPS 3000 026000244 Staging
UPS APC SmartUPS 1400 QB9935220237 Staging
UPS APC SmartUPS 2200 WS0002012224 Dev
UPS APC SmartUPS 2200 WS0002012227 Dev
UPS APC SmartUPS3000 021000041 Staging
UPS APC SmartUPS3000 017000266 Staging
UPS APC SmartUPS3000 017000268 Staging
UPS APC SmartUPS 1400 017000016 Staging
Tape Backup Adic Fast Store 017000249 Staging
Overhead InFocus LT755 3WW01800141 Irvine
Desk Ikea L-Shape Irvine-Wes
Desk Ikea L-Shape Xxxxxx-Xxxxxx
Desk Ikea L-Shape Irvine-Marc
Book Shelve Ikea 4-Shelve Irvine
Book Shelve Ikea 2-Drawer Rolling Xxxxxx-Xxxxxx
Book Shelve Ikea 2-Drawer Rolling Irvine-Wes
Chair Xxxxxx Xxxxxx Irvine-Wes
Chair Xxxxxx Xxxxxx Xxxxxx-Xxxxxx
Chair Xxxxxx Xxxxxx Irvine-Marc
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