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Technology Purchase Agreement - Dixon Software Technology and Mercury Interactive Corp.

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                         TECHNOLOGY PURCHASE AGREEMENT
                         -----------------------------

This Technology Purchase Agreement (the "Agreement") is entered into by and
among the following:



   1.  DIXON SOFTWARE TECHNOLOGY,
       a company formed according to the laws
       of the island of Nevis.
       (hereinafter " Dixon").


   2.  MERCURY INTERACTIVE CORPORATION,
       a company formed according to the
       laws of the State of Delaware, having its
       principal offices at 470 Potrero Avenue,
       Sunnyvale, California 94086, U.S.A.
       (hereinafter "the Buyer").


WHEREAS  Dixon is the legal owner of the know-how and R&D in process, and all
related technical information whether tangible or intangible, including without
limitation any data, designs, calculations, computer source codes (human
readable format) and executables and object codes (machine readable format),
specifications, test and installation, instructions, service and maintenance
notes, technical, operating and service and maintenance manuals, user
documentation, training materials, and other data, information, know-how and all
goodwill associated therewith, in each case which are in the possession of,
owned by or licensed to Dixon and are necessary or desirable to enhance,
develop, manufacture, assemble, service, maintain, install, operate, use or test
the Technology. as described in Appendix 1 attached to this Agreement,
                                ----------                           
hereinafter the "Technology"; and

WHEREAS the Buyer is interested in acquiring the rights to the "Technology", in
order to further develop the Technology.

NOW THEREFORE, in consideration of the representations, warranties, covenants,
and agreements of the parties hereinafter set forth, the parties hereto,
intending to be legally bound, do hereby agree as follows:

1.    SALE AND PURCHASE OF THE TECHNOLOGY
      -----------------------------------
      1.1.    Sale and Purchase of the Technology
              -----------------------------------
<PAGE>

                                      -2-


              (a)    Dixon hereby sells, assigns and transfers all of its right,
                     title and interest in and to the Technology at the purchase
                     price of US $ 4.5 million ("the "Purchase Price"), and the
                                   -----------                                
                     Buyer agrees to purchase such technology for the purchase
                     price.

      1.2.    CLOSING
              -------

              (a)    Subject to satisfaction or waiver of the conditions
                     precedent to the obligations of the parties hereto and the
                     execution and delivery of this Agreement and all other
                     documents required by this Agreement, the  purchase of the
                     Technology shall take place on or before September 30,
                     1997, or other time and place as the Buyer and  Dixon
                     designate orally or in writing   (which time and place are
                     designated as the "Closing") and the payment shall take
                     place on or before December 31, 1997.

              (b)    At the Closing  Dixon shall deliver, (i) written technical
                     documentation of the Technology to be given at Closing to
                     the Buyer, and (ii) such assignments as shall reasonably be
                     requested.

              (c)    Payment shall be made to Dixon by the Buyer in U.S.dollars.


2.    REPRESENTATIONS AND WARRANTIES OF DIXON
      ---------------------------------------

      Dixon hereby represents and warrants that the representations and
      warranties of Dixon in this Section 2 are correct and complete as of
      the date of this Agreement.

      2.1.    Organization
              ------------

              Dixon is a corporation duly organized, validly existing and in
              good standing under the laws of the Isle of Nevis. Dixon has all
              requisite power and authority to execute, deliver, and perform its
              obligations under this Agreement and to consummate the
              transactions contemplated hereby and thereby, and Dixon has all
              requisite power and authority to own. Lease or otherwise use the
              Technology and to carry on its business as now being conducted.
              Dixon is duly qualified or licensed to do business as a foreign
              corporation and is in good standing in each jurisdiction in wich
              the character of its business or asset makes such qualification
              necessary, except where the failure to be so qualifies or licensed
              would not have a material adverse effect on the Technology or
              Dixon's ability to perform its obligations hereunder.
<PAGE>

                                      -3-

      2.2.    Authorization
              -------------

              All corporate action on the part of Dixon directors and
              shareholders necessary for the authorization, execution and
              delivery of this Agreement, the performance of all obligations of
              Dixon hereunder, and the sale and the assignment of the Technology
              has taken or will have taken place prior to the Closing. This
              Agreement constitutes a valid and legally binding obligation of
              Dixon enforceable in accordance with its terms.


      2.3.    Litigation
              ----------

              To the best knowledge of Dixon, as of the date of signature of  
              this Agreement:

              (a)   There are no claims, actions, suits, proceedings or
                    investigations pending or currently threatened against
                    Dixon and/or its directors and officers, which question the
                    validity of this Agreement or the right to enter into it, or
                    to consummate the transaction contemplated hereby, or which
                    might result either individually or in the aggregate in any
                    material adverse right of the Buyer to the Technology,
                    except as described on the Disclosure Schedule, if any.

              (b)   The foregoing includes, without limitation, actions pending
                    or threatened involving the present or prior  employment of
                    Dixon's employees and/or consultants, their use in
                    connection with its business of any information or
                    techniques allegedly proprietary to any of its former
                    employers or consultancy arrangements, or their obligations
                    under any agreements with prior employers or consultancy
                    arrangements.

              (c)   The Technology is not subject to the provisions of any
                    order, writ, injunction, judgement or decree of any court or
                    government agency or instrumentality and there is no action,
                    suit, proceeding or investigation against Dixon with respect
                    to the Technology, by any government agency or
                    instrumentality currently pending or which any one of them
                    intends to initiate.

      2.4.    Technology
              ----------

              (One) Dixon owns all right, title and interest in and to the
               Technology, free and clear of any liens, encumbrances or claims
               by third parties. Dixon has and will deliver to Buyer, at
<PAGE>

                                      -4-

              the Closing, good and marketable title to the Technology. Dixon
              has not infringed, and is not now infringing, on any trade secret
              or copyright belonging to any other person or entity.

             (Two)   Dixon has not distributed or divulged Confidential
              Information constituting the Technology, and Dixon is not a party
              to any license, agreement or arrangement, whether as licensee,
              licensor or otherwise, with respect to the Technology. Dixon has
              taken all reasonable security measures to protect the secrecy,
              confidentiality and value of the Technology and any of its
              employees and any other persons who, either alone or in concert
              with others, developed, invented, discovered, derived, programmed
              or designed these secrets, or who have knowledge of or access to
              information relating to them, have entered into agreements that
              these secrets are proprietary to Dixon and not to be divulged or
              misused.

             (Three)   No employee or subcontractor of Dixon is, or to the best
              knowledge of Dixon. Is now expected to be, in default under any
              term of any employment contract. nondisclosure obligation,
              agreement or arrangement relating to the Technology or any
              noncompetition agreement, contract or restrictive covenant
              relating to the Technology or its development or exploitation. The
              Technology (i) was developed by employees of Dixon in the course
              of such employees employment by Dixon, (ii) constitutes" works
              made for hire" of Dixon with in the meaning of the United States
              Copyright Act of 1976, as amended, or (iii) has been validly
              assigned to Dixon.

      2.5.    Compliance with Other Instruments and Laws
              ------------------------------------------

              (a)   Dixon is not in default of any provisions of its respective
                    company documents or Protocols, of any instrument,
                    judgement, order, writ, decree or contract to which it is a
                    party or by which it is bound or, of any provision of law
                    applicable to it,  that would prevent it from executing and
                    delivering the Agreement.

              (b)   The execution, delivery and performance of this Agreement
                    and the consummation of the transactions contemplated hereby
                    will not result in any such violation of applicable
                    statutes, laws and regulations.
<PAGE>

                                      -5-

      2.6.    Agreements; Default
              -------------------

              (a)   There are no agreements, understandings or proposed
                    transactions between Dixon and/or any of its officers,
                    directors, shareholders, affiliates, or any affiliate
                    thereof, except as identified in the Disclosure Schedule, if
                    any, that would effect the ownership by the Buyer of the
                    Technology. There is no default, or event that with notice
                    or lapse of time, or both, would constitute a default, by
                    Dixon, or to the best knowledge and belief of Dixon, of any
                    other party to any of the contracts, agreements or
                    understandings listed in the Disclosure Schedule.

              (b)   The consummation of the transactions contemplated by this
                    Agreement will not result in or constitute any of the
                    following: (i) a default, breach or violation or an event
                    that, with notice or lapse of time or both, would constitute
                    a default, breach or violation of the Memorandum and
                    Articles of Association of Dixon, or any contract, license,
                    agreement or understanding to which Dixon's property is
                    bound; (ii) an event that would permit any party to
                    terminate any or to accelerate the maturity of any
                    indebtedness or other direct or indirect obligation of
                    Dixon; or (iii) the creation or imposition of any lien,
                    charge or encumbrance on any of the properties of Dixon.


      2.7.    NO INSOLVENCY
              -------------

              Dixon will not be rendered insolvent by the sale, transfer and
              assignment of the Technology pursuant to the terms of this
              agreement.


      2.8.    REPRESENTATIONS COMPLETE
              --------------------------

              None of the representations or warranties made by Dixon, nor any
              statement made in any certificate furnished by Dixon pursuant to
              this Agreement, contains any untrue statement of a material fact,
              or, to the best knowledge of Dixon, omits any material fact
              necessary in order to make the statements contained herein or
              therein, in the light of the circumstances under which made not
              misleading. There is no fact, circumstance or condition of any
              kind or nature whatsoever known to Dixon which reasonably would be
              expected to have a material adverse effect on Dixon or the
              Technology that has not been set forth in this Agreement.
<PAGE>

                                      -6-

3.    REPRESENTATIONS AND WARRANTIES OF THE BUYER
      -------------------------------------------

      The Buyer represents and warrants to Dixon that:


      3.1.    Company Existence; Authorization
              --------------------------------

              (a)    The Buyer is duly organized and properly registered in the
                     jurisdiction of its organization. All action on the part of
                     the Buyer, its officers, directors and shareholders
                     necessary for the authorization, execution and delivery of
                     this Agreement, and the performance of all obligations
                     hereunder has been taken or will be taken prior to the
                     Closing, and this Agreement constitutes a valid and legally
                     binding obligation of the Buyer enforceable in accordance
                     with its terms, subject only to laws affecting the rights
                     and remedies of creditors.

              (b)    The Buyer is not in default of any provisions of any
                     instrument, judgment, order, writ, decree or contract to
                     which it is a party or by which it is bound or, of any
                     provision of law applicable to it, that would prevent it
                     from executing and delivering the Agreement.

              (c)    The Buyer agrees that it has been fully provided with all
                     the information which the Buyer has requested for deciding
                     whether or not to purchase the Technology and all
                     information which they believe is reasonably necessary to
                     enable the Buyer to make such a decision.


4.    CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS AT CLOSING
      ----------------------------------------------------------

      The obligations of the Buyer to enter into the transaction contemplated by
      this Agreement are subject to the satisfaction, or waiver in writing by
      the Buyer, at or before the Closing of each of the following conditions.


      4.1.    Representations and Warranties
              ------------------------------

              The representations and warranties of Dixon contained in this
              Agreement, shall be true and correct on the date hereof and on and
              as of the Closing as though made on such date, except as amended
              by Dixon at the Closing and which amendment shall be specifically
              approved by the Buyer.


      4.2.    Performance
              -----------

              Dixon shall have performed and complied with all covenants,
              agreements, obligations and conditions contained in this
<PAGE>

                                      -7-

              Agreement that are required to be performed, satisfied or complied
              with by it on or before the Closing.


      4.3.    Proceedings, Documents and Certificates
              ---------------------------------------

              All corporate and other proceedings in connection with the
              transactions contemplated at the Closing and all documents
              incident thereto shall be reasonably satisfactory in form and
              substance, and they shall have received all such counterpart,
              original and certified or other copies of such documents as they
              may reasonably request.


      4.4.    Covenant Not To Compete
               -----------------------

              In consideration of the sale of the goodwill associated with the
              Technology, Dixon agrees that after the Closing for a period of 3
              years, Dixon or its associates will not develop, market or
              otherwise produce a product or technology that competes, directly
              or indirectly, with the Technology.


5.  INDEMNIFICATION
    ---------------

    5.1.  Dixon hereby agrees to indemnify and hold Buyer and its affiliates
          and the officers, directors, employees, agents and representatives of
          Buyer and its affiliates, and any person claiming by or through any of
          them, harmless from, against and in respect of the following:

          (One)   Losses arising from or related to the ownership, possession,
           operation or use of the Technology, by Dixon at or prior to the
           Closing;

          (Two)   Losses arising from or related to any breach of or inaccuracy
           in any representation or warranty made by Dixon in this Agreement,
           whether or not such breach or inaccuracy was or should have been
           known by Buyer.

          (Three) Losses arising from or related to any breach or violation
           by Dixon of any of its covenants and agreements contained in this
           Agreement.


    5.2.  INDEMNIFICATION BY BUYER
          ------------------------

          Buyer hereby agrees to indemnify and hold Dixon and its Affiliates and
          the officers, directors, employees, agents and representatives of
          Dixon, and any person claiming by or through any of them, harmless
          from, against and in respect of Losses arising from or related to any
          breach of or inaccuracy in any representation or warranty made by or
          behalf of buyer in this Agreement, whether or not such breach or
          inaccuracy was or should have been known by Dixon or Losses arising
          from or related to any breach or violation by buyer of any of its
          covenants and agreements contained in this Agreement.
<PAGE>

                                      -8-

    5.3.  SURVIVAL OF REPRESENTATION AND WARRANTIES
          -----------------------------------------

          The representations and warranties of Dixon and Buyer contained herein
          shell survive the closing for a period of two years from the Closing
          Date, provided, however, that representations and warranties with
          respect to which a claim is made within the applicable survival period
          shell survive until such claim is finally determined and paid.

    5.4.  NOTIFICATION OF CLAIMS
          ----------------------

          A party seeking indemnification under this Article 5 (an "indemnified
          party") shall, promptly after the receipt of notice of the assertion
          of any claim or commencement of any action, suit, arbitration,
          inquiry, proceeding or investigation by or before any governmental
          authority (an "action") (but in no event later then 10 days prior to
          the date any response or answer is due in any proceeding) in respect
          of which indemnity may be sought from a party against whom an
          indemnity obligation is asserted pursuant to this Article 5 (an
          "indemnifying party") on account of the indemnity agreement contained
          above, notify the indemnifying party in writing of the receipt of such
          claim or the commencement of such action. The omission of an
          indemnified party so to notify an indemnifying party of any such claim
          or action shall not relieve the indemnifying party from any liability
          in respect of such claim or action which it may have to the
          indemnified party (except, however, that the Indemnifying party shall
          be relieved of liability to the extent that the failure so to notify
          (a) shall have caused prejudice to the defense of such claim or action
          or (b) shall have increased the costs or liability of the indemnifying
          party reason of the inability or failure of the indemnifying party
          (because of the lack of prompt notice from the indemnified party) to
          be involved in any investigations or negotiations regarding any such
          claim or action), nor shall it relieve the indemnifying party from any
          other liability which it may have to the indemnified party. In case
          any such claim shall be asserted or action commenced against an
          indemnified party and shall notify the indemnifying party thereof, the
          indemnifying party shall be entitled to participate in the negotiation
          or administration thereof and, to the extent it may wish, to assume
          the defense thereof with counsel reasonably satisfactory to the
          Indemnified party, and, after notice from the Indemnifying party to
          the Indemnified party of its election so to assume the defense
          thereof, which notice shall be given within 30 days of its receipt of
          such notice from such indemnified party, the Indemnified party shall
          not be liable to the indemnified party hereunder for any legal or
          other expenses subsequently incurred by the indemnified party in
          connection with the defense thereof other than reasonable costs of
          investigation. If an Indemnifying party does not wish to assume the
          defense, conduct or settlement of any claim or Action, the Indemnified
          party shall not settle such claim or action without the written
          consent of the Indemnifying party, which consent shall not be
          unreasonably withheld or delayed.

    5.5.  LIMITATIONS ON INDEMNIFICATION
          ------------------------------

          Each parties liability to other for indemnification payments under
          this Article 5 shall be limited to aggregate indemnification payments
          by either party to other equal to the Purchase Price.
<PAGE>

                                      -9-


6.    CONFIDENTIALITY
      ---------------

      6.1.  Each of the parties agree that with the respect to certain
            Confidential Information (as defined below and without respect to
            the date on which such Confidential Information was first disclosed)
            furnished to it by the other party to this Agreement, it will
            maintain such information in confidence in the same manner, and to
            the same extent it protects its own confidential and/or proprietary
            information of a similar nature. Each party shall be responsible for
            any breach of this agreement by any and all employees, agents,
            parents, subsidiaries, affiliates, or similar persons or entities.

      6.2.  For the purposes of this Agreement, Confidential Information shall
            include any trade secrets, knowledge, data, or other proprietary or
            confidential information relating to products, processes, know-how,
            designs, formulae, developmental or experimental work, computer
            programs, databases, other original works of authorship, customer
            lists, business plans, marketing plans and strategies, financial
            information, or other subject matter pertaining to any business of
            the parties hereto, or any of its clients, consultant; or licensees
            that is defined in writing or orally as Confidential Information.

      6.3.  The commitment as stated above shall not impose any obligation with
            respect to any portion of the information that (i) is now or
            hereafter becomes generally know or available or a part of a public
            domain without direct or indirect fault of the recipient of
            Confidential Information or otherwise by breach of this Agreement or
            similar agreement; or (ii) is known to such recipient at the time of
            the disclosure of such Confidential Information as evidenced by
            prior written documentation in such parties files; or (iii) is
            furnished to others by the owner of the Confidential Information
            without restriction of further disclosure; or (iv) is lawfully
            received by such recipient without confidential or proprietary
            restriction from a source other than the owner of the Confidential
            Information . Neither party shall use any Confidential Information
            for the purposes of unfair or improper competition, such as, by way
            of example only and not limitation, soliciting accounts of employees
            of the other party.
<PAGE>

                                      -10-

7.    TERMINATION PRIOR TO CLOSING
      ----------------------------

      This Agreement may be terminated at any time prior to the Closing as
      follows:

      7.1.  By the mutual consent of the Parties in writing.

      7.2.  Either party may terminate this agreement  If the other party
            breaches any warranty or fails to perform any material obligation
            hereunder, and such breach is not remedied within twenty one (21)
            days after written notice thereof to the party in default or If
            prior to the completion of the payment by the Buyer and/or of the
            transfer of Technology by Dixon, all in accordance with this
            agreement, the other party shall become insolvent or make an
            assignment for the benefit of creditors, or if a receiver or similar
            officer shall be appointed to take charge of all or part of that
            party's assets, and such status and/or assignment and/or appointment
            has not been canceled within sixty (60) days.


8.    MISCELLANEOUS
      -------------

      8.1.    Survival
              --------

              The representations and warranties of the parties to this
              Agreement, contained in or made pursuant to this Agreement shall
              survive the execution and delivery of this Agreement and the
              Closing and shall in no way be affected by any investigation of
              the subject matter thereof made by or on behalf of the parties.


       8.2.   Successors and Assigns
              ----------------------

              Except as otherwise provided herein, the terms and conditions of
              this Agreement shall inure to the benefit of and be binding upon
              the respective successors and assigns of the parties. Nothing in
              this Agreement, express or implied, is intended to confer upon
              any party other than the parties hereto or their respective
              successors and assigns, any rights, obligations, or liabilities
              under or by reason of this Agreement, except as expressly
              provided in this Agreement.


       8.3.   Settlement of Disputes; Arbitration; Governing Law, Equitable
              -------------------------------------------------------------
              Remedies
              --------

              (a)   In the event of an occurrence of any dispute of
                    disagreement, the Parties shall first exert their best
                    efforts in good faith to resolve the matter amicably between
                    themselves as provided for in this Section. Within 3 days
                    after written demand by either party, the Parties shall each
                    designate a representative from among those personnel
                    acquainted with the work involved who
<PAGE>

                                      -11-

                    shall discuss and attempt to resolve the dispute or
                    disagreement at the offices of the Buyer in
                    Sunnyvale, California, or such other place agreeable to the
                    Parties. If a resolution has not been reached within 10 days
                    from the date on which the written demand for such working-
                    level discussions was originally made, then the Parties may
                    go to binding arbitration, to the American Arbitration
                    Association. The award of such arbitration shall be binding
                    upon the parties.

              (Two)   It is agreed that the substantive law governing this
               Agreement will be the law of the State of California and any
               disputes resolved in arbitration will be governed as such.

              (Three) Each of the parties hereto acknowledges and agrees
               that, because the legal remedies of the other party may be
               inadequate in the event of a breach of, or other failure to
               perform, any of the covenants and obligations set forth in
               section 4.5 or Article 6 hereof, any such other party may, in
               addition to obtaining any other remedy or relief available to it
               (including, without limitation, consequential and other damages
               at law), enforce Section 4.5 or Article 6 hereof by injunction,
               specific performance and other equitable remedies.

      8.4.    Counterparts
              ------------

              This Agreement may be executed in two or more counterparts, each
              of which shall be deemed an original, but all of which together
              shall constitute one and the same instrument.


      8.5.    Titles, Subtitles, Preamble and Appendices
              ------------------------------------------

              The titles and subtitles used in this Agreement are used for
              convenience only and are not to be considered in interpreting this
              Agreement. The Preamble and Appendices are an integral and
              inseparable part of this Agreement.


      8.6.    Notices
              -------

              Unless otherwise provided, any notice required or permitted under
              this Agreement with respect to parties shall be given in writing
              and shall be deemed effectively given upon personal delivery to
              the party to be notified or fourteen (14) business days after
              deposit with a National Post Office, for dispatch by registered or
              certified mail, postage prepaid and addressed to the party to be
              notified at the address set forth in this
<PAGE>

                                      -12-

              For Dixon:              For the Buyer:
              ----------              --------------
              Dixon Software          Mercury Interactive Corp.
              P.O.Box 556             470 Potrero Avenue
              Main Street             Sunnyvale,  California 94086
              Charlestown             U.S.A.
              Nevis                   Attention: Chief Financial Officer
              Island of Nevis         408-523-9900       408-523-9911
                                      -------------------------------
                                      Telephone / Fax

              or at such other address as such party may designate by written
              notice to the other parties; if by facsimile transmission within
              48 hours of receipt; in the case of an internationally recognized
              overnight courier, on the next business day after the date when
              sent. Any party may change its address for purposes of this
              paragraph by giving notice of the new address to each of the other
              parties in the manner set forth above.

      8.7.    Expenses
              --------

              Irrespective of whether the Closing is effected, the Buyer to this
              Agreement shall bear costs and expenses with respect to the
              negotiation, execution, delivery and performance of this
              Agreement.

      8.8.    Assignment
              ----------

              This Agreement may not be assigned to third parties.


      8.9.    Entire Agreement, Amendments and Waivers
              ----------------------------------------

              This Agreement and the appendices hereto constitute the entire
              agreement between the parties pertaining to the agreements,
              representations, warranties, covenants and understandings of the
              parties. No supplement, modification, or amendment of this
              Agreement shall be binding unless executed in writing by all the
              parties. Any term of this Agreement may be amended and the
              observance of any term of this Agreement may be waived (either
              generally or in a particular instance and either retroactively or
              prospectively), only with the written consent of all the parties
              hereto. No waiver of any of the provisions of this Agreement shall
              be deemed, or shall constitute a waiver of any other provision,
<PAGE>

                                      -13-

              whether or not similar, nor shall any waiver constitute a
              continuing waiver.


      8.10.   Severability
              ------------

              Should any provision of this Agreement be determined to be
              invalid, it shall be severed from this Agreement and the remaining
              provisions shall remain in full force and effect.


      8.11.   Parties in Interest
              -------------------

              Nothing in this Agreement, express or implied, is intended to
              confer any rights or remedies under or by reason of this Agreement
              on any persons other than the parties to it and their respective
              and permitted successors and assigns, nor is anything in this
              Agreement intended to relieve or discharge the obligation or
              liability of any third persons to any party to this Agreement, nor
              shall any provision give any third persons any right of
              subrogation or action over against any party to this Agreement.

      8.12.   Advice of Legal Counsel
              -----------------------

              Each party to this Agreement acknowledges and represents that it
              has been represented by legal counsel in connection with the
              transactions contemplated by this Agreement, with the opportunity
              to seek advice as to its legal rights from such counsel. Each
              party further represents that it has been independently advised as
              to the tax consequences of the transactions contemplated by this
              Agreement and is not relying on any representations or statements
              made by any other party as to such consequences.


      8.13.   Force Majeure
              -------------

              Neither party shall be held liable for failure to fulfill its
              obligations under this agreement, if such failure is caused by
              flood, extreme weather, fire, or other natural calamity, acts of
              government agency, or similar causes beyond the control of such
              party.

IN ATTESTING THERETO, THE PARTIES BELOW STATE THAT THEY ARE PROPERLY EMPOWERED
AND AUTHORIZED BY THEIR RESPECTIVE ENTITIES AND/OR AS INDIVIDUALS, TO EXECUTE
THIS AGREEMENT AND HAVE SIGNED THIS AGREEMENT AS OF THE DATE SO INDICATED.

____________________                         ____________________
Dixon           Date                         The Buyer       Date

By:_________________                         By:_________________

Title: _____________                         Title:_________________