Asset Purchase Agreement - WorldQuest Networks Inc. and Value Communications Corp.
EXECUTION COPY
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "AGREEMENT") is made as of April
8, 2004, by and among WorldQuest Networks, Inc., a Delaware corporation
("BUYER"), which expression shall mean and include its successors and permitted
assigns, and Value Communications Corporation, an Illinois corporation
("SELLER"), which expression shall mean and include its successors and
permitted assigns.
WITNESSETH:
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from Seller the Acquired Assets (as hereinafter defined) subject to the terms
of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Buyer and Seller hereby agree as follows:
ARTICLE I - TERMS OF THE TRANSACTION
1.1 Agreement to Sell and to Purchase Acquired Assets. On the terms
and subject to the conditions set forth in this Agreement, Seller hereby sells,
conveys, transfers, assigns and delivers (collectively, "TRANSFER") to Buyer,
and Buyer hereby purchases from Seller, the assets set forth on Schedule 1.1
hereto (the "ACQUIRED Assets").
1.2 Assumption of Liabilities. Buyer hereby assumes and agrees to pay,
perform and discharge those liabilities of Seller (the "ASSUMED LIABILITIES")
set forth on Schedule 1.2 hereto.
1.3 Purchase Price. Buyer agrees to pay to Seller as consideration for
the Acquired Assets, the aggregate amount of $500,000.00, plus the Pin
Consideration (as defined below) (collectively, the "PURCHASE PRICE"), payable
as follows:
(a) Buyer shall pay Seller $200,000.00 at Closing (the "CASH
CONSIDERATION") by wire transfer in immediately available
funds to an account designated by Seller;
(b) Buyer shall pay Seller $25,000.00 per month by wire transfer
in immediately available funds to an account designated by
Seller, continuing for a total of twelve consecutive months,
with the first payment to be received by Seller on or prior
to May 8, 2004 and each payment thereafter to be received by
Seller on or prior to the 8th of each month thereafter (each
a "MONTHLY PAYMENT", and collectively the "MONTHLY
PAYMENTS"). The Monthly Payments shall total an aggregate
amount of $300,000.00; and
(c) Buyer shall pay Seller $102,424 (the "PIN CONSIDERATION") at
Closing by wire transfer in immediately available funds to an
account designated by Seller for the prepaid identification
numbers (the "PINS").Seller shall provide Buyer with a list
of PINS transferred at Closing.
(d) Notwithstanding the foregoing, Seller shall have the option
at any time prior to the six-month anniversary of the Closing
to prepay in full the Purchase Price (to the extent not
already paid).
ARTICLE II - CLOSING AND CLOSING DATE
2.1 Closing and Closing Date. The closing of the sale and purchase of
the Acquired Assets (the "CLOSING") shall take place at a mutually agreed
location concurrently with the execution of this Agreement (the "CLOSING
DATE").
2.2 Deliveries at Closing. At the Closing:
(a) Seller shall deliver to Buyer
(i) a Certificate of Good Standing; and
(ii) a list of PINS transferred
(b) Buyer shall deliver to Seller:
(i) the Cash Consideration and the Pin Consideration;
and
(ii) the Letter of Credit (as defined in Section 4.5
below); and
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Organization and Good Standing. Seller is duly organized, validly
existing, and in good standing under the laws of the state of Illinois and has
all requisite corporate power and authority to own, operate, and lease its
properties and to carry on its business as now being conducted.
3.2 Authorization, Execution and Binding Effect. Seller has full
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and no further corporate
proceedings on the part of Seller or its shareholders are necessary to approve
and authorize the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Seller and constitutes a valid and binding agreement,
enforceable against Seller in accordance with its terms, except as the
enforceability hereof may be subject to applicable bankruptcy, insolvency,
reorganization, or other similar laws affecting creditors' rights generally and
to general principles of equity.
3.3 Consents and Approvals. None of the execution and delivery by
Seller of this Agreement, the consummation of the transactions contemplated
hereby, or compliance with any of the provisions hereof, will (i) violate or
conflict with any provision of the charter or bylaws of Seller, (ii) result in
a violation of any order, writ, injunction, decree, judgment, ruling of any
Governmental Entity or any law, rule, or regulation, applicable to Seller or
the Acquired Assets, (iii) result in the breach of, or otherwise affect any of
the terms, conditions, or provisions of, any note, bond, mortgage, indenture,
deed of trust, license, franchise, permit, contract, agreement, or other
instrument or commitment or obligation of Seller or otherwise relating to the
Acquired Assets, which breach would have a material adverse effect on the
Acquired Assets or the Buyer's conduct of the business associated with the
Acquired Assets or (iv) require any consent or approval of, or notice to, or
filing or registration with, any Person, except for filings required by the
Commission or pursuant to any listing agreement with any national securities
exchange, and those consents, approvals, notices, filings or registrations
which have been obtained, given or made, as the case may be, and which are
unconditional and in full force and effect.
3.4 Compliance With Laws. Seller is not in violation of or in default,
in each case in any material respect, under any applicable law, rule,
regulation, code, governmental determination, order, governmental certification
requirement or other public limitation (collectively, "APPLICABLE LAWS")
relating to the ownership, maintenance or operation of the Acquired Assets, and
no claim is pending or, to the knowledge of Seller, threatened with respect to
any such matters.
3.5 Title to Acquired Assets. Seller has, and pursuant to this
Agreement will Transfer to Buyer, good and marketable title to all of the
Acquired Assets (other than the PINS as to which no representation or warranty
is being made) free and clear of all Encumbrances.
3.6 No Brokers. Neither Seller nor any of its Affiliates have retained
any financial advisor, broker, agent, or finder or paid or agreed to pay any
financial advisor, broker, agent or finder on account of this Agreement or any
transaction contemplated hereby.
3.7 Disclosure. To the knowledge of Seller, no representation or
warranty made by Seller in this Agreement contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make
the statements contained therein, in light of the circumstances under which
they are made, not misleading.
3.8 Intellectual Property. Schedule 1.1 lists all of the Intellectual
Property (as defined below) used in or required for use in the conduct of the
business associated with the Acquired Assets (the "Seller Intellectual
Property"). Seller owns or has the right to use, sell, license, sublicense,
transfer, assign and dispose of all of the Seller Intellectual Property, free
from any Encumbrances. To the knowledge of Seller, Seller has not infringed,
violated, misused or misappropriated any Intellectual Property owned or
purported to be owned by any other Person. For purposes of this Agreement,
"Intellectual Property" means all trademarks, service marks, patents,
inventions, copyrights, trade secrets, confidential or proprietary information,
know-how and similar rights, customer lists, goodwill, software, technical
information, data, process technology, plans and drawings, specifications,
invention disclosures, and all registrations, certificates, applications,
licenses, options and any and all other rights with respect to any of the
foregoing.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that:
4.1 Organization and Good Standing. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of Delaware
and has all requisite corporate power and authority to own, operate, and lease
its properties and to carry on its business as now being conducted.
4.2 Authorization, Execution and Binding Effect. Buyer has full
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and no further corporate
proceedings on the part of Buyer are necessary to approve and authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding agreement, enforceable
against Buyer in accordance with its terms, except as the enforceability hereof
may be subject to applicable bankruptcy, insolvency, reorganization, or other
similar laws affecting creditors' rights generally and to general principles of
equity.
4.3 Consents and Approvals. Neither the execution and delivery by
Buyer of this Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with any of the provisions hereof, will (i) violate or
conflict with any provision of the organizational documents of Buyer, (ii)
result in a violation of any order, writ, injunction, decree, judgment, or
ruling of any Governmental Entity, or any law, rule, or regulation, applicable
to Buyer, (iii) result in the breach of or otherwise affect any of the terms,
conditions, or provisions of, any note, bond, mortgage, indenture, deed of
trust, license, franchise, permit, contract, agreement, or other instrument or
commitment or obligation of Buyer or (iv) require any consent or approval of,
or notice to, or filing or registration with, any Person, except for those
consents, approvals, notices, filings or registrations which have been
obtained, given or made, as the case may be, and which are unconditional and in
full force and effect.
4.4 Brokerage Fees. Neither Buyer nor any of its Affiliates has
retained any financial advisor, broker, agent, or finder or paid or agreed to
pay any financial advisor, broker, agent, or finder on account of this
Agreement or any transaction contemplated hereby.
4.5 Letter of Credit. Buyer shall have obtained a suitable letter of
credit extended by JP Morgan Chase Bank for the benefit of Seller on or before
the Closing Date with an initial balance of $300,000.00, such amount to decline
monthly for payments made by Buyer pursuant to this Agreement (the "LETTER OF
CREDIT"). In the event that any Monthly Payment is not made within 15 days
following its due date, Seller may draw upon such Letter of Credit in
accordance with the terms thereof.
4.6 Third-Party Licenses. Buyer agrees and undertakes to procure
requisite software licenses from third-party vendors, as may be necessary for
the purpose of managing and migrating the business with the Acquired Assets, as
its sole cost and expense.
ARTICLE V - COVENANTS
5.1 Certain Expenses of Sale; Taxes. Seller shall pay all expenses
incurred in connection with the transfer of the Acquired Assets contemplated
hereby, including all recording fees and transfer taxes resulting from the
transfer of the Acquired Assets to Buyer. Buyer and Seller shall cooperate to
obtain all available exemptions from such fees and taxes. All Taxes, utility
and other service charges and other fees and expenses relating to the Acquired
Assets for all periods up to and including the Closing Date shall be the
obligation of Seller and for all periods following the Closing Date shall be
the mutual agreement obligation of Buyer.
5.2 Transition Assistance. For 45 days following the Closing, Seller
shall provide to Buyer in connection with the transfer of the Acquired Assets
to Buyer such reasonable transition assistance services as shall be mutually
agreed to by Buyer and Seller. Any out-of-pocket expenses incurred by Seller in
connection with the foregoing transition assistance shall be promptly
reimbursed to Seller by Buyer upon presentation of supporting documentation.
5.3 Further Assurances. Seller hereby covenants and agrees with Buyer,
its successors and assigns, that from time to time after the execution and
delivery of this Agreement, at Buyer's reasonable request and without further
consideration (provided, that any out-of-pocket expenses to be incurred by
Seller shall be advanced and borne by Buyer), Seller will execute and deliver
to Buyer such other and further instruments of transfer, assignment and
conveyance and all such notices, releases, acquittances and other documents and
will do or cause to be done all and every such further act as may be reasonably
necessary to transfer, assign and convey to and vest in Buyer all and singular
the Acquired Assets.
ARTICLE VI - INDEMNIFICATION
6.1 Survival of Representations and Warranties. The representations
and warranties contained in this Agreement shall survive the Closing for a
period of 12 months, except for the representations and warranties contained in
Section 3.5, which shall survive until the applicable statute of limitations,
and shall not be deemed to be merged into and/or superseded by any provisions
set forth in any assignment or other document delivered pursuant to this
Agreement or in connection with the transactions contemplated hereby,
notwithstanding any investigation made heretofore or hereafter by any party.
After the expiration of the survival periods specified above, the applicable
representations and warranties shall be of no further force and effect.
6.2 Indemnification of Buyer. Seller agrees to indemnify and hold
Buyer, its Affiliates and their partners, officer and directors (collectively,
the "BUYER INDEMNIFIED PARTIES"), harmless from and against, and pay or
reimburse the Buyer Indemnified Parties for, any and all damages, claims,
losses, liabilities or expenses, whether or not resulting from third party
claims (including reasonable attorney's fees), incurred by such Person or
entity (collectively referred to herein as "INDEMNIFIED LOSSES"), to the extent
that such Indemnified Losses arise out of or are based upon any breach by
Seller of any representation, warranty or covenant contained in this Agreement;
provided, however, that Indemnified Losses shall be payable hereunder only to
the extent in excess of an aggregate of $25,000; and provided, further,
however, that the aggregate amount of Indemnified Losses for which Buyer
Indemnified Parties shall be entitled to indemnification hereunder shall not
exceed $500,000.
6.3 Indemnification of Seller. Buyer agrees to indemnify and hold
Seller, its Affiliates and their partners, officer and directors (collectively,
the "SELLER INDEMNIFIED PARTIES") harmless from and against, and pay or
reimburse the Seller Indemnified Parties for, any and all Indemnified Losses to
the extent that such Indemnified Losses (a) arise out of or are based upon any
breach by Buyer of any representation, warranty or covenant contained in this
Agreement or (b) arise out of or are based upon any Assumed Liabilities;
provided, however, that Indemnified Losses pursuant to subsection (a) shall be
payable only to the extent in excess of an aggregate of $25,000; and provided,
further, however, that the aggregate amount of Indemnified Losses for which
Seller Indemnified Parties shall be entitled to indemnification hereunder shall
not exceed $500,000.
6.4 Indemnification Procedures. Any party entitled to indemnification
hereunder shall give prompt notice of its intention to seek indemnification to
the party or parties against whom indemnification is sought, but the failure to
give such notice will not result in any waiver of the rights of such
indemnified party except to the extent the indemnifying party (or parties) is
prejudiced thereby. Each party hereto agrees that if a proper demand for
indemnification is made upon an indemnifying party hereunder, such party will,
unless written notice of objection to such demand is made within 15 days of
receipt of such demand, within 45 days after such demand is made, pay the
indemnification obligations owed to the indemnified party or make other
arrangements acceptable to the indemnified party. In the event timely objection
is made to a demand for indemnification and the parties hereto are unable to
resolve such dispute with 30 days, the parties shall submit such dispute to
binding arbitration pursuant to the rules of the American Arbitration
Association. The place of arbitration shall be New York, New York and each
party shall bear its own fees and expenses incurred in connection therewith.
6.5 Indemnification Despite Negligence, Strict Liability or Liability
Without Fault. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH
PARTY TO BE INDEMNIFIED PURSUANT TO THIS ARTICLE VI SHALL BE INDEMNIFIED AND
HELD HARMLESS FROM AND AGAINST ALL INDEMNIFIED LOSSES AS TO WHICH INDEMNITY IS
PROVIDED FOR UNDER THIS ARTICLE VI NOTWITHSTANDING THAT ANY SUCH INDEMNIFIED
LOSSES ARISE OUT OF OR RESULT FROM THE (I) ORDINARY, STRICT, SOLE, OR
CONTRIBUTORY NEGLIGENCE, OR (II) STRICT LIABILITY (OR OTHER LIABILITY WITHOUT
FAULT) OF SUCH PARTY AND REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING
ANOTHER PARTY TO THIS AGREEMENT) IS OR IS NOT ALSO NEGLIGENT OR OTHERWISE
LIABLE WITH RESPECT TO THE MATTER IN QUESTION.
6.6 Exclusive Remedy. After the Closing, to the extent permitted by
law, the indemnities set forth in this Article VI shall be the exclusive
contractual remedies of Buyer and Seller and their respective Affiliates for
any misrepresentation, breach of representation or warranty or nonfulfillment
or failure to be performed of any covenant or agreement contained in this
Agreement, and the parties shall not be entitled to a rescission of this
Agreement or to any further indemnification rights or claims of any nature
whatsoever in respect thereof, all of which the parties hereto hereby waive.
Notwithstanding the foregoing, this Section 6.6 shall not apply to any
misrepresentation, breach of representation or warranty or nonfulfillment or
failure to be performed of any covenant or agreement contained in this
Agreement which results from the fraud of the other party.
ARTICLE VII - MISCELLANEOUS
7.1 Confidentiality. Seller acknowledges and agrees that irreparable
damage would occur in the event any confidential information regarding the
Acquired Assets were disclosed to or utilized on behalf of any Person that is
in competition with the Buyer. Accordingly, Seller covenants and agrees that it
will not, directly or indirectly, without the prior written consent of Buyer,
use or disclose any of such confidential information, except to authorized
representatives of Buyer; provided, however, that confidential information
shall not be deemed to include information that (i) was or becomes generally
available to the public other than as a result of disclosure by Seller or any
of its Affiliates or (ii) was or becomes available to Seller on a
non-confidential basis from a source other than Buyer, provided that such
source is not known by Seller to be bound by a confidentiality agreement with
respect to such confidential information. Notwithstanding the foregoing
provision of this Section 7.1, Seller, and any of its Affiliates may disclose
any confidential information to the extent advised by counsel that such Person
is legally compelled to do so, provided that prior to making such disclosure,
such Person advises and consults with Buyer regarding such disclosure and
provided further that such Person discloses only that portion of such
confidential information as is legally required.
7.2 Expenses. Except as otherwise expressly provided for elsewhere in
this Agreement, each of Buyer and Seller shall pay its own expenses and costs
relating to the negotiation, execution and performance of this Agreement.
7.3 Public Announcements. Seller and Buyer will consult with each
other before issuing, and will provide each other the opportunity to review and
comment upon, any press release or other public statements (or relevant
portions thereof), including filings to be made with the Commission, relating
to the transactions contemplated by this Agreement and shall not issue any such
press release or make any such public statement prior to such consultation,
except as may be required by Applicable Law, court process or by obligations
pursuant to any listing agreement with any national securities exchange.
7.4 Notices. Any notices or other communications required or permitted
hereunder shall be given in writing and shall be sufficient if delivered
personally or sent by certified or registered mail, postage prepaid, to the
address of the principal place of business of the parties, or to such other
address as shall be furnished in writing by such party, and any such notice or
communication shall be effective and be deemed to have been given as of the
date so mailed; provided that any notice or communications changing any of the
addresses of the parties shall be effective and deemed given only upon its
receipt.
7.5 Assignment. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors and permitted assigns, but except
as expressly herein provided, neither this Agreement nor any of the rights,
interests, or obligations hereunder shall be assigned by any party without the
prior written consent of the other parties.
7.6 Complete Agreement. This Agreement contains the entire
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior arrangements or understandings with respect
thereto. There are no restrictions, agreements, promises, warranties,
covenants, or undertakings other than those expressly set forth herein or
therein.
7.7 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.
7.8 Cure of Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws
effective during the term of this Agreement, such provision shall be fully
severable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement; provided, however, that if such illegal,
invalid or unenforceable provision may be made legal, valid and enforceable by
limitation thereof, then the provision shall be revised and reformed to make it
legal, valid and enforceable to the maximum extent permitted by law.
7.9 Assignment of Contracts, Rights, Etc. Anything contained in this
Agreement to the contrary notwithstanding, this Agreement shall not constitute
an agreement or attempted agreement to transfer, sublease or assign any
contract, license, lease, sales order, purchase order or other agreement or any
claim of or right to any benefit arising thereunder or resulting therefrom or
any permit or operating authority if an attempted transfer, subleaseor
assignment thereof, without the consent of any other party thereto, would
constitute a breach thereof or in any way affect the rights of the Buyer or the
Seller thereunder. The Seller shall use its reasonable commercial efforts, and
the Buyer shall cooperate with the Seller, to obtain the consent of such third
party to any of the foregoing to the assignment or transfer thereof to the
Buyer in all cases in which such consent is required for assignment or
transfer.
ARTICLE VIII - DEFINITIONS
The following terms shall have the meanings ascribed to them below:
"AFFILIATE" shall mean any Person or entity which controls, is
controlled by or is under common control with the Person in question, including
any officer, director or shareholder thereof.
"COMMISSION" means the U.S. Securities and Exchange Commission.
"ENCUMBRANCES" shall mean title defects, charges, liens, mortgages,
pledges, claims, security interests, options, restrictions, and other
encumbrances of every type and description, whether imposed by law, agreement,
understanding or otherwise, other than statutory liens which do not materially
impair the value of the Acquired Assets.
"GOVERNMENTAL ENTITY" shall mean any court or tribunal in any
jurisdiction (domestic or foreign) or any federal, state, municipal, domestic,
foreign or other administrative agency, department, commission, board, bureau
or other governmental authority or instrumentality.
"PERSON" means an individual, corporation, limited liability company,
association, joint stock company, trust, partnership, joint venture,
unincorporated organization, a government or any department or agency thereof,
or any other legal entity.
"TAXES" shall mean any federal, state or local income, gross receipts,
license, payroll, employment, excise, occupation, premium, environmental
(including taxes under Section 59A of the Internal Revenue Code of 1986, as
amended), customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.
* * *
<PAGE>
WITNESS WHEREOF, Seller and Buyer have executed this Agreement in
multiple counterparts as of the date first set forth above.
WORLDQUEST NETWORKS, INC.
By: /s/ Victor Grijalva
----------------------------------
Name: Victor Grijalva
Title: Vice President and
Chief Financial Officer
VALUE COMMUNICATIONS CORPORATION
By: /s/ Joy Basu
----------------------------------
Name: Joy Basu
Title: Vice President
<PAGE>
Schedule 1.1
ACQUIRED ASSETS
1. The website at www. valucomonline.com
2. The following common law trademarks used by Value Communications Corporation
("Valucom"):
VALUCOM
VALUMAX
CARD2ASIA
VC FREEDOM
VC DIRECT
3. The following common law copyrights of Valucom:
(1) the copyrightable content on the Website at www.valucomonline.com;
(2) various printed materials for Valucom's internal use as well as
distributed to Valucom customers; and
(3) the copyrightable content of the
software of Valucom identified in paragraph 8, below.
4. The following domain names registered by Valucom:
Valucomonline.com
Valuecomonline.com
Cardtoasia.com
Card2asia.com
Valucorp.com
Myvaluecom.com
Myvaluecom.com
Valucard.com
Valucomuk.com
Valucomcanada.com
Valucomprepaid.com
Valuecomprepaid.com
Vcdirectindia.com
Callbhrat.com
Card2asia.net
Card2asia.org
Card2asia.us
Card2asia.ws
Card2asia.biz
Card2asia.info
Cardtwoasia.com
5. The following domain names registered by Rediff.com, India, Ltd. for
Valucom:1
Kahoindia.com
Instahello.com
Valumaxonline.com
Indiakaho.com
Call01191.com
Instavoice.com
Valumaxindia.com
6. The following Hardware of Valucom:
------------------- ----------------------- ------------------------ -------------------------------------------------
Sys Model &
Sys ID Sys Reference Alternate VC Name Configuration
------------------- ----------------------- ------------------------ -------------------------------------------------
Desktop - 1 D-8NLWX11 C2A Machine Optiplex, P-4, 2 Ghz, 256 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Desktop - 2 D-792ZX11 Shantel Optiplex, P-4, 2 Ghz, 256 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Desktop - 3 D-5PWVX11 Onelinesales Optiplex, P-4, 2 Ghz, 256 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Desktop - 10 D-5T8X201 Richa Optiplex, P-4, 2 Ghz, 256 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Server - 2 D-CUZSF Valucom PDC PE 1300, P-3, 500 Mhz 512 MB, DDS3
------------------- ----------------------- ------------------------ -------------------------------------------------
Server - 3 D-BD8W9 Valucom Webstage PE 1300, p-3, 500 Mhz, 512 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Server - 4 M-2358632-0001 Valuwebsrv2 NF3400, p-3, 650 Mhz 512 MB
------------------- ----------------------- ------------------------ -------------------------------------------------
Server - 5 D-CTJSI Bulbul PE 6300, P-3, dual - 550 Mhz, IGB, 18GB (3)
------------------- ----------------------- ------------------------ -------------------------------------------------
Router - 1 C-JAB04468AK0 Router - A Cisco 2620, Dual WIC card
------------------- ----------------------- ------------------------ -------------------------------------------------
Router - 2 C-JMX0517K36X Router - B Cisco 2611, Dual WIC card
------------------- ----------------------- ------------------------ -------------------------------------------------
Firewall - 1 4010116894 SonicWall Pro SonicWall Pro
------------------- ----------------------- ------------------------ -------------------------------------------------
Firewall - 2 4010145984 SonicWall Pro - 300 SonicWall Pro - 300
------------------- ----------------------- ------------------------ -------------------------------------------------
(These details will be provided as per mutual agreement between both the
parties)
7. The following Software of Procard:
All software developed or built internally by Seller include source code for
all applications developed in house including websites, applications and API's
called the web applications to interface with external partners, CRM
applications, data archiving and backup software, software development tools.
8. Other
Customer lists, customer databases, all business books, records, files and
papers, whether in hard copy or computer format of Seller used exclusively
in the business and operation of the Acquired Assets, printed materials for
internal use and distributed to cusomters, brochures, flyers, physical
telephone cards, TV commercials, artwork, stock graphics, other graphics,
stationery, signage, booths, other commercials.
<PAGE>
Schedule 1.2
Assumed Liabilities
All liabilities and obligations relating to (i) Seller's refund policy
(consisting of card exchanges, credit balances and cash reimbursement) with
respect to prepaid calling cards purchased prior to the Closing Date, which
will not exceed $7,500 in the aggregate and (ii) points under Seller's reward
program that are outstanding as of the Closing Date, (consisting of
approximately 91.65 million points with an approximate value of $54,900).