ASSET PURCHASE AGREEMENT



 Exhibit 10.23 
  

 ASSET PURCHASE AGREEMENT 
  
 BY AND BETWEEN 
  
 VERTEL CORPORATION 
  
 AND 
  
 BGVB Inc. 
  
 Dated as of January __, 2004 
  








 EXHIBITS 
  

			
	 Exhibit A
	 	 Instrument of Assignment and Assumption

	 Exhibit B
	 	 Bill of Sale


  
 SCHEDULES 
  

			
	 Schedule 2.1(a)
	 	 Acquired Contracts

	 Schedule 2.1(b)
	 	 Acquired Equipment

	 Schedule 2.1(c)
	 	 Information and Records

	 Schedule 2.1(d)
	 	 Software

	 Schedule 2.1(e)
	 	 Intellectual Property

	 Schedule 4.3
	 	 Seller Consents; Authority

	 Schedule 4.5
	 	 Acquired Contract Defaults

	 Schedule 5.3
	 	 Purchaser Consents; Authority

	 Schedule 6.2
	 	 Non-Circumvent Relationship Parties


  

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 ASSET PURCHASE AGREEMENT 
  
 THIS ASSET PURCHASE AGREEMENT is made as of the
             day of January, 2004, by and between VERTEL CORPORATION, a Delaware corporation (“Seller”), and BGVB INC., a California corporation
(“Purchaser”). Certain capitalized terms used herein are defined in Article I. 
  
 RECITALS 
  
 WHEREAS, Purchaser wishes to purchase from Seller, and Seller wishes to sell to Purchaser, the Acquired Assets (as defined below), and Purchaser desires to assume from Seller, and Seller desires to assign to
Purchaser, the Assumed Obligations (as defined below), all upon the terms and subject to the conditions contained herein. 
  
 NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, Purchaser and
Seller agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 1.1 Definitions. The following terms shall have the following meanings for the purposes of this Agreement: 
  
 “Affiliate” shall mean, with respect to any specified
Person, any other Person which, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person. The term “control” as used in the preceding sentence means, with respect to a corporation, the
right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, or with respect to any Person other than a corporation, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such Person. 
  
 “Agreement” shall mean this Asset Purchase Agreement, including all Exhibits and Schedules hereto, as it may be amended, supplemented or otherwise modified from time to time in accordance with its
terms. 
  
 “Assumption Agreement” shall mean that
certain Instrument of Assignment and Assumption between Purchaser and Seller to be executed and delivered at the Closing and in substantially the form attached hereto as Exhibit A.  
  
 “Business Day” shall mean any day of the year other than (a)
any Saturday or Sunday or (b) any other day on which banks located in Los Angeles, California generally are closed for business. 
  
 “Closing” shall mean the consummation of the transactions contemplated herein in accordance with Article IX. 
  
 “Closing Date” shall mean the date on which the Closing
occurs. 







 “Consent” shall mean a consent, authorization or approval of a Person or a Governmental
Authority. 
  
 “Contract” shall mean any
contract, lease, sales order, purchase order, agreement, indenture, mortgage, note, bond, warrant or instrument. 
  
 “Exhibit” or “Exhibits” shall mean the exhibits accompanying this Agreement. 
  
 “Governmental Authority” shall mean the government of the
United States or any foreign government or any state or political subdivision thereof or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 
  
 “Law” shall mean any law, statute, regulation, ordinance,
rule or governmental requirement enacted, promulgated or imposed by any Governmental Authority. 
  
 “Lien” shall mean any lien (except for any lien for Taxes that are not yet delinquent or that are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in accordance with United States generally accepted accounting principles at the time in effect), encumbrance, mortgage, pledge or security interest. 
  
 “Order” shall mean any order, decree, ruling, judgment,
injunction or stipulation of or with any court or other Governmental Authority. 
  
 “Person” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity. 
  
 “Related Agreements” shall mean any Contract that is or is
to be entered into at the Closing or otherwise pursuant to this Agreement on or prior to the Closing. The Related Agreements executed by a specified Person shall be referred to as “such Person’s Related Agreements,” “its Related
Agreements” or another similar expression. 
  
 “Schedule” or “Schedules” shall mean the disclosure schedule or schedules accompanying this Agreement. 
  
 “Tax” or “Taxes” shall mean any and all taxes, charges, fees, duties, levies or other assessments (including income,
gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, goods and services, value added, stamp, user, transfer, fuel, excess profits, occupational, interest
equalization, windfall profits, severance, payroll, unemployment and Social Security taxes) which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto (or to the
nonpayment thereof). 
  
 “Trade Secrets” shall
mean information related to the Acquired Customers, Acquired Contracts, source code and documentation of the Software. 
  

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 ARTICLE II 
 SALE AND PURCHASE OF ACQUIRED ASSETS; 
 ASSUMPTION OF ASSUMED OBLIGATIONS 
  
 2.1 Purchase and Sale of Acquired Assets. Subject to the terms and
conditions of this Agreement, including Section 2.2, at the Closing, with respect to Seller’s TMN and M*Ware products (the “Products”), Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser
shall purchase and acquire from Seller and take assignment and delivery from Seller of, all of Seller’s right, title and interest in and to the following: 
  

(a) Acquired Contracts. All Contracts related to the Products, including contracts for the provision of maintenance services to
customers (collectively, the “Acquired Customers”), as set forth on Schedule 2.1(a)(such Contracts are referred to herein collectively as the “Acquired Contracts”); 
  
 (b) Equipment. All equipment and improvements of
Seller set forth on Schedule 2.1(b) (collectively, the “Acquired Equipment”); 
  
 (c) Information and Records. All tangible books, records, files, databases, documentation, marketing materials and Trade Secrets,
and any electronic versions thereof, that are owned by Seller and set forth on Schedule 2.1(c) with respect to the Acquired Assets and Acquired Customers (the “Information and Records”); provided, that Seller shall be
entitled to retain copies of the Information and Records; 
  
 (d) Software. All source code and binary code of, documentation, user manuals, bug reports related to the Products and all title and rights throughout the universe to copy, make, have made, prepare derivative
works, use, operate, license, sublicense, market and sell the software set forth on Schedule 2.1(d) (collectively, the “Software”); and 
  

(e) Intellectual Property. All processes, inventions, works of authorship, copyrights, trademarks, patents, trade secrets, and
mask works related to the Software, whether or not copyrightable or patentable, including without limitation the common law trademarks, applications and registrations listed in Schedule 2.1(e) (collectively, the “Intellectual
Property”). 
  
 All of the foregoing Acquired Contracts, Acquired
Equipment, Information and Records, Software, Intellectual Property and other assets described in this Section 2.1 (but excluding the assets described in Section 6.2) are referred to herein collectively as the “Acquired
Assets”. Notwithstanding anything to the contrary in this Agreement, Seller shall be permitted to maintain copies of all tangible, reasonably duplicable Acquired Assets in order to maintain its books and records; provided, that
Seller shall maintain such duplicate copies solely for archival purposes and shall hold such duplicate copies as confidential information of Purchaser. The Software source code shall be placed in an escrow account (that permits Seller to withdraw
the source code from the account in the event of a breach of this Agreement by Purchaser) with each of Purchaser and Seller paying for fifty percent (50%) of the cost of such account. 
  
 2.2 Assumed Obligations; Continuing Service. Subject to the terms and conditions of this Agreement, Purchaser shall
assume those liabilities and obligations of Seller and its 

  

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Affiliates that arise expressly under an Acquired Contract and are attributable to the period following the Closing Date, including without limitation, any
maintenance obligations that may arise or come to the attention of either party after the Closing Date, whether or not such maintenance obligation arose or was caused by the activity of any Person prior to the Closing Date (the “Assumed
Obligations”). Except as expressly set forth in this Section 2.2, Purchaser shall not assume or otherwise be liable in respect of any debts, obligations and/or liabilities relating to the Acquired Assets, whether known or unknown,
absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, including, without limitation, any employment, business, and Tax relating to Seller’s operation of the business, sale, use and ownership of the Acquired
Assets at or prior to the Closing. 
  
 ARTICLE III

 PURCHASE PRICE; ALLOCATION 
  
 3.1 Payment of Purchase Price. 
  
 (a) On or before the date hereof, Purchaser has deposited One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00) (the
“Deposit Amount”) with an escrow agent mutually acceptable to Seller and Purchaser (the “Escrow Agent”). 
  
 (b) The total consideration for the Acquired Assets shall consist of (i) the assumption by Purchaser of the Assumed Obligations and (ii) a
dollar amount not to exceed One Million Twenty Five Thousand Dollars ($1,025,000.00) (which such amount is inclusive of the Deposit Amount, the “Purchase Price”), which shall be paid in accordance with Section 3.1(c).

  
 (c) The Purchase Price shall be paid as
follows: 
  
 (i) Two Hundred Twenty Five Thousand Dollars
($225,000.00) of the Purchase Price, of which (A) the Deposit Amount shall be paid in cash by Escrow Agent to Seller and (B) One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00) shall be paid in cash by Purchaser to Seller, at the Closing,
less (1) Thirty Four Thousand Nine Hundred Sixty Nine Dollars ($34,969.00) for payroll, vacation time and personal days ($20,431.00 of which is attributable to Koert Blom and $14,538.00 of which is attributable to Seamus Gallagher) and (2) another
$24,000.00, but only if Purchaser has provided Seller evidence of payment (which such evidence shall be satisfactory to Seller in its sole discretion) to three engineers for development work of at least $24,000.00; 
  
 (ii) Beginning with the three-month period beginning on January 1, 2004 and
ending with the three-month period ending December 31, 2005, on the Business Day that is not more than thirty (30) days following the end of each applicable three-month period, Purchaser shall pay to Seller in cash an amount equal to ten percent
(10%) of the earlier to occur (without duplication) of (1) the cash actually collected by Purchaser from its gross billings in any way related to the Acquired Assets and (2) the gross revenue recognized (in accordance with United States’
generally accepted accounting principles) by Purchaser in any way related to the Acquired Assets; provided, however, that Purchaser shall pay to Seller a minimum of Fifteen Thousand Dollars ($15,000) for each such three-month period
and; provided, further, however, that Purchaser shall not be required to pay to Seller an amount in excess of One Hundred Thousand Dollars ($100,000.00) for any such three-month period. 
  

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 (d) All payments made hereunder shall be made to such account or accounts as the Seller
shall designate in writing to the Purchaser in United States Dollars. 
  
 3.2 Allocation of Consideration for Acquired Assets. The Purchase Price for the Acquired Assets shall be allocated among the Acquired Assets as agreed by the parties. 
  
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF SELLER 
  
 Seller represents and warrants to Purchaser that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and
as though the Closing Date were substituted for the date of this Agreement throughout this Article IV). 
  
 4.1 Due Incorporation. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
Seller has the requisite corporate power and authority to own, operate and lease its assets and to conduct its business as presently conducted. 
  
 4.2 Due Authorization. Seller has full corporate power and authority to execute, deliver and perform this Agreement and its Related Agreements and
to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and its Related Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action. Seller has duly and validly executed and delivered this Agreement and, at or prior to the Closing, will have duly and validly executed and delivered each of its other Related Agreements.
Assuming the due authorization, execution and delivery of this Agreement and its Related Agreements by Purchaser, this Agreement constitutes, and each of its other Related Agreements will, after the Closing, constitute, Seller’s legal, valid
and binding obligation, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally
from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing with respect to those jurisdictions that recognize such concepts) (collectively, the
“Enforceability Limitations”). 
  
 4.3
Consents and Approvals; Authority Relative to this Agreement. 
  
 (a) Except as set forth on Schedule 4.3, no Consent or notification of, or filing with, any Governmental Authority or any other Person (including Acquired Customers) not a party to this Agreement is necessary
in connection with the execution, delivery or performance by Seller of this Agreement or any of its Related Agreements or the consummation by Seller of the transactions contemplated hereby or thereby. 
  

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 (b) Except as set forth on Schedule 4.3, the execution, delivery and performance
by Seller of this Agreement and its Related Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law or Order applicable to or binding on Seller or the Acquired Assets;
(ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the
Acquired Assets under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Acquired Contract or any Contract by which any of the Acquired Assets are
bound; or (iii) violate or conflict with any provision of Seller’s certificate of incorporation or by-laws. Except as set forth on Schedule 4.3, there are no actions, suits, proceedings, or claims now pending, or, to the best of
Seller’s knowledge, threatened against Seller or the Acquired Assets that would affect Seller’s ability to fulfill its obligations under this Agreement or that would materially impair the value of the Acquired Assets (whereby
“material”, for purposes of this sentence only, is defined as being in excess of $5,000.00). 
  
 4.4 Title. 
  
 (a) Seller has good title to, and is the lawful owner of, all of the Acquired Assets, free and clear of any Lien. 
  
 (b) Seller has the full right to sell, convey, transfer,
assign and deliver the Acquired Assets to Purchaser. 
  
 (c) At the Closing, Seller shall convey to Purchaser title to all of the Acquired Assets, free and clear of any Lien. 
  
 4.5 Acquired Contract Defaults. Except as set forth on Schedule 4.5, Seller has not breached the provisions of, nor is in default under the
terms of, any of the Acquired Contracts, and (a) no other party to any Acquired Contract has breached the provisions of, or is in default under the terms of, any Acquired Contract, (b) there is no basis, or alleged basis, for the termination of any
Acquired Contract, and (c) Seller has not received, and does not anticipate receiving, any notice of termination of any Acquired Contract. Seller has delivered to Purchaser a correct and complete copy of each Acquired Contract. 
  
 4.6 Trade Secrets. Seller has taken reasonable measures to maintain
the confidentiality of the Trade Secrets. 
  
 ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF PURCHASER 
  
 Purchaser represents and warrants to Seller that the statements contained in this Article V are correct and complete
as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V). 
  

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 5.1 Due Incorporation. Purchaser is a corporation duly formed, validly existing and in good
standing under the laws of the State of California with all requisite power and authority to own, operate and lease its assets and to conduct its business as presently conducted. 
  
 5.2 Due Authorization. Purchaser has full power and authority to execute, deliver and perform this Agreement and its
Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and its Related Agreements, and the consummation by Purchaser of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary corporate action. Purchaser has duly and validly executed and delivered this Agreement and at, or prior to the Closing, will have duly and validly executed and delivered
each of its other Related Agreements. Assuming due authorization, execution and delivery of this Agreement and its Related Agreements by Seller, this Agreement constitutes, and each of its other Related Agreements will, after the Closing,
constitute, Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with their respective terms subject to the Enforceability Limitations. 
  
 5.3 Consents and Approvals; Authority Relative to this Agreement. 
  
 (a) Except as set forth on Schedule 5.3, no Consent
or notification of, or filing with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery or performance by Purchaser of this Agreement or any of its Related Agreements
or the consummation by Purchaser of the transactions contemplated hereby or thereby. 
  
 (b) Except as set forth on Schedule 5.3, the execution, delivery and performance by Purchaser of this Agreement and its Related
Agreements, and the consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law or Order applicable to or binding on Purchaser or any of its assets; (ii) violate or conflict with, result in
a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets of Purchaser under, or result in
or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Purchaser is a party or by which Purchaser or any of its assets are bound; or (iii) violate or
conflict with any provision of Purchaser’s certificate of incorporation or by-laws. There are no actions, suits, proceedings, or claims now pending, or, to the best of Purchaser’s knowledge, threatened against Purchaser that would affect
Purchaser’s ability to fulfill its obligations under this Agreement. 
  
 ARTICLE VI 
 COVENANTS 
  
 6.1 Implementing Agreement. Subject to the terms and conditions hereof, each party hereto shall take all action
required of it hereunder to fulfill its obligations under the terms of this Agreement and shall otherwise use all commercially reasonable efforts to facilitate the consummation of the transactions contemplated hereby. 
  

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 6.2 Non-Circumvent Relationship. The Acquired Assets do not include the rights to sell runtime
licenses or receive royalties related to the sale of embedded software licenses under existing agreements and/or relationships with the parties listed in Schedule 6.2 (the “Protected Parties”). Purchaser shall not compete
with Seller with respect to such runtime licenses and royalties or engineer, and/or license or offer for sale to the Protected Parties, the Acquired Assets (or any portion thereof) so as to induce the Protected Parties to in any way diminish their
use of products licensed from the Seller prior to the Closing Date. Purchaser shall be permitted to sell new products and services to the Protected Parties provided that such sales do not in any way reduce the level of existing runtime/royalty
revenues paid directly to Seller by such Protected Parties. In the event Purchaser so competes against Seller with respect to the Protected Parties that in any way diminishes the revenues to Seller from the Protected Parties, the Purchaser agrees to
reimburse Seller for all lost profits as a result thereof, as well as all fees and costs (including attorneys’ fees) incurred by Seller to recover such lost profits. 
  
 6.3 Consents and Approvals. From the date hereof until the Closing Date, Seller shall each use commercially
reasonable efforts to obtain all Consents and other documents, required in connection with the performance by it of this Agreement and its Related Agreements, including consents from Acquired Customers for the assignment of the Acquired Contracts,
and the consummation by it of the transactions contemplated hereby and thereby. Seller shall promptly make all filings, applications, notifications, statements and reports to all Governmental Authorities and other Persons that are required to be
made prior to the Closing Date by or on behalf of Seller pursuant to any applicable Law, Order or Contract in connection with this Agreement, its Related Agreements and the transactions contemplated hereby and thereby. Purchaser shall promptly make
all filings, applications, notifications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing Date by or on behalf of Purchaser or any of its Affiliates pursuant to any
applicable Law, Order or Contract in connection with this Agreement, its Related Agreements and the transactions contemplated hereby and thereby. 
  
 6.4 Access. In the event and for so long as either party hereto actively is contesting or defending against any charge, complaint, action, suit,
proceeding, hearing, investigation, claim, or demand in connection with (a) any transaction contemplated under this Agreement (other than disputes between the parties hereto) or (b) any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Acquired Assets or the business related thereto, the other party hereto will cooperate with it and its counsel in the contest or defense, make
available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party. 
  
 6.5 New Developments. Each of Seller and Purchaser shall give prompt
written notice to the other party of any matter or development causing a breach of any of its own representations, warranties, covenants or obligations under this Agreement. No disclosure by any party pursuant to this paragraph will be considered to
amend or supplement the Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant and will not limit or otherwise affect the remedies available hereunder to the party receiving such notice hereunder.

  

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 6.6 Acquired Contracts. From the date hereof until the Closing Date, Seller shall not collect
payment earlier than the payment terms of, amend, modify, extend, renew or terminate any Acquired Contract, without the prior written consent of the Purchaser. 
  

6.7 Confidentiality. Each of Seller and Purchaser acknowledges that the Acquired Assets may include information that is subject to
confidentiality restrictions imposed by Law or Contract. Each of Seller and Purchaser agrees that it will not disclose, after the Closing, any information included in the Acquired Assets in violation of any Law or Contract. 
  
 6.8 Payment of Outstanding Accounts Receivable of Acquired Customers.
Purchaser acknowledges and agrees that its principals have had significant day to day contact with the Acquired Customers prior to the Closing and will continue to have such contact following the Closing and such principals are familiar with the
current amounts owed to Seller by each Acquired Customer. Purchaser hereby represents and warrants with respect to each Acquired Customer that the accounts receivable outstanding in favor of Seller from each Acquired Customer as of the date hereof
(the “Outstanding AR”) is fully collectable and Purchaser agrees and covenants that, upon written notice from Seller of the failure of any particular Acquired Customer to fully pay its Outstanding AR to Seller, Purchaser shall
require such Acquired Customer to fully pay its Outstanding AR to Seller prior to conducting any further business of any kind with such Acquired Customer. 
  
 6.9 Reimbursement for Royalty Payments. Purchaser agrees and covenants that to the extent receipts by Purchaser from third parties for royalty
payments (“Royalty Receipts”) in calendar year 2004 exceed the Royalty Receipts received by Seller in calendar year 2003, Purchaser shall pay to Seller fifty percent (50%) of the increase in such receipts from calendar year 2003 to
calendar year 2004. In addition, to the extent that Royalty Receipts in the first three months of calendar year 2005 exceed the Royalty Receipts in the first three months of calendar year 2004, Purchaser shall pay to Seller fifty percent (50%) of
such increase. 
  
 6.10 No Delay or Reclassification of
Sales. Purchaser agrees and covenants not to delay or postpone sales to any Acquired Customer so as to cause such sale to move from a period in which such sale would result in an payment obligation to Seller to another period in which such sale
would not result in any (or a reduced) payment obligation to Seller. Purchaser agrees and covenants not to reclassify any sales (e.g. reclassify royalty fees as license or professional service fees) to any Acquired Customer so as to cause such sale
to move from a class of sale in which such sale would result in an payment obligation to Seller to another class of sale in which such sale would not result in any (or a reduced) payment obligation to Seller. 
  
 6.11 Single Account and Information. Until Purchaser has fully paid
all amounts due to Seller under this Agreement, Purchaser shall maintain a single bank account (the “Single Account”) from which all payments to any Person by Purchaser shall be made and in which all of Purchaser’s funds shall
be deposited and maintained. Until Purchaser has fully paid all amounts due to Seller under this Agreement, promptly upon preparation and/or receipt, Purchaser shall provide to Seller copies of the monthly bank statements of the Single Account as
well as copies of (a) every check or wire transfer received from any Person for any reason, (b) all sales tax returns and/or filings, (c) all income tax returns and/or filings and (d) every sales agreement entered into with any Person. 

 

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 6.12 Audit Right. After the Closing Date, upon reasonable prior notice, Purchaser shall allow
Seller, Seller’s accountants and agents to review the books and records of Purchaser in order to verify the accuracy of any and all payments to be made to Seller by Purchaser (an “Audit”). In the event any such Audit shows a
discrepancy (whether pursuant to faulty recordkeeping, shifting of revenues from one type to another type or from one period to another period, or otherwise) resulting in an underpayment to Seller of amounts it was due pursuant to the terms of this
Agreement by five percent (5%) or more, Purchaser shall pay for the cost of such Audit, in all other cases, Seller shall pay for the cost of any such Audit. 
  
 ARTICLE VII 
 CONDITIONS PRECEDENT TO
OBLIGATIONS OF PURCHASER TO PROCEED TO 
 CLOSING 
  
 The obligations of Purchaser under Articles II and III are subject to the satisfaction or waiver by Purchaser
of the following conditions precedent on or before the Closing Date. 
  
 7.1 Warranties True as of Both Present Date and Closing Date. The representations and warranties of Seller contained herein shall have been true and correct in all material respects on and as of the date hereof and, except to the
extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date with the same force and
effect as though made by Seller on and as of the Closing Date. 
  
 7.2 Compliance with Agreements and Covenants. Seller shall have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed and complied with by Seller on or
prior to the Closing Date. 
  
 7.3 Consents. Seller shall
have obtained all required Consents (including those Consents set forth on Schedule 4.3) necessary to transfer all of the Acquired Assets to Purchaser at the Closing, free and clear of any and all Liens. 
  
 7.4 Certificate of Compliance. On the Closing Date, Seller shall have
delivered to Purchaser a certificate dated as of the Closing Date, signed by an officer of Seller, (a) certifying as to Seller’s compliance with Sections 7.1 and 7.2 and (b) certifying as to, and attaching true and correct copies
of, the resolutions of the board of directors of Seller authorizing the transactions contemplated by this Agreement, which such resolutions shall be in full force and effect as of the Closing. 
  
 7.5 Actions or Proceedings. No action or proceeding by any
Governmental Authority or other Person shall have been instituted, and no Law or Order shall have been enacted or come into effect, after the date hereof, which enjoins, restrains, prohibits or results in substantial damages to Purchaser or any of
its Affiliates in respect of, or has a reasonable possibility of enjoining, restraining, prohibiting or resulting in substantial damages to Purchaser or any of its Affiliates in respect of, any provision of this Agreement or any Related Agreement or
the consummation of the transactions contemplated hereby or thereby. 
  
 7.6 Maintenance of Acquired Assets Pending Closing. At all times prior to the Closing Date, Seller shall continue to maintain the Acquired Assets and conduct its operation of its business in the same manner as they have been
maintained and operated by Seller prior to the execution of this Agreement. 
  
  

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 7.7 Access and Information. At any time prior to the Closing Date and upon reasonable prior
notice, Seller shall promptly provide Purchaser with all information concerning the Acquired Assets that Purchaser may reasonably request and Purchaser and its accountants and other representatives shall have access during normal business hours to
all of the Acquired Assets and to the books and records of the Purchaser with respect to the Acquired Assets. 
  
 ARTICLE VIII 
 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER TO PROCEED TO

 CLOSING 
  
 The obligations of Seller under Articles II and III are subject to the satisfaction or waiver by Seller of the following conditions
precedent on or before the Closing Date: 
  
 8.1 Warranties
True as of Both Present Date and Closing Date. The representations and warranties of Purchaser contained herein shall have been true and correct in all material respects on and as of the date hereof and, except to the extent that any such
representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made
by Purchaser on and as of the Closing Date. 
  
 8.2 Compliance
with Agreements and Covenants. Purchaser shall have performed and complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed and complied with by Purchaser on or prior to the Closing
Date. 
  
 8.3 Certificate of Compliance. On the Closing
Date, Purchaser shall have delivered to Seller a certificate dated as of the Closing Date, signed by an officer of Purchaser, (a) certifying as to Purchaser’s compliance with Sections 8.1 and 8.2 and (b) certifying as to, and
attaching true and correct copies of, the resolutions of the board of directors of Purchaser authorizing the transactions contemplated by this Agreement, which such resolutions shall be in full force and effect as of the Closing. 
  
 8.4 Actions or Proceedings. No action or proceeding by any
Governmental Authority or other Person shall have been instituted, and no Law or Order shall have been enacted or come into effect, after the date hereof, which enjoins, restrains, prohibits or results in substantial damages to Seller or any of its
Affiliates in respect of, or has a reasonable possibility of enjoining, restraining, prohibiting or resulting in substantial damages to Seller or any of its Affiliates in respect of, any provision of this Agreement or any Related Agreement or the
consummation of the transactions contemplated hereby or thereby. 
  
 ARTICLE IX 
 CLOSING 
  
 9.1 Closing. Subject to Articles VII and VIII, the Closing shall take place at the offices of Swidler Berlin Shereff Friedman, LLP,
at 3000 K Street, N.W., Washington, DC 20007 (“SBSF”), by a delivery of executed counterpart copies of this Agreement and the other closing documents via facsimile and overnight courier by Purchaser and Seller to SBSF, at 12:00 P.M.
local time on November 26, 2003, or such other time and place as is mutually agreed by the parties. 
  

 11 








 9.2 Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser the following:

  
 (a) an Assumption Agreement in a form
acceptable to Purchaser, duly executed by Seller; 
  
 (b) a bill of sale in the form set forth in Exhibit B, in a form acceptable to Purchaser, duly executed by Seller; 
  
 (c) all of the Acquired Assets which are capable of physical delivery and which are required to be delivered on the Closing Date in
accordance with the terms and provisions set forth herein; 
  
 (d) a certificate of compliance as set forth in Section 7.4; and 
  
 (e) Consents from Acquired Customers for the assignment of the Acquired Contracts. 
  
 9.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver
to Seller the following: 
  
 (a) the Assumption
Agreement, duly executed by Purchaser; 
  
 (b)
such portion of the Purchase Price as may be due pursuant to Article III; and 
  
 (c) a certificate of compliance as set forth in Section 8.3. 
  
 ARTICLE X 
 TERMINATION 
  
 10.1 Termination. This
Agreement may be terminated, and the transactions contemplated herein may be abandoned, at any time on or prior to the Closing Date: 
  
 (a) with the mutual written consent of Seller and Purchaser; 
  
 (b) by Seller or Purchaser, if the Closing shall not have taken place on or before January 31, 2004;
provided, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to (i) Seller if the failure of Seller to fulfill any of its obligations under this Agreement has been the cause of or resulted in
the failure of the Closing to occur on or before such date or (ii) Purchaser if the failure of Purchaser to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the Initial Closing to occur on or
before such date; 
  

 12 








 (c) by Purchaser, if there shall have been a material breach of any representation or
warranty of Seller hereunder or a material breach of any covenant or obligation of Seller hereunder, and in any case such breach shall not have been remedied within five (5) calendar days after receipt by Seller of a notice in writing from Purchaser
specifying the breach and requesting such breach be remedied; or 
  
 (d) by Seller, if there shall have been a material breach of any representation, warranty, covenant or obligation of Purchaser hereunder, and such breach shall not have been remedied within five (5) calendar days
after receipt by Purchaser of notice in writing from Seller specifying the breach and requesting such breach be remedied. 
  
 In the event of termination by Seller or Purchaser pursuant to this Section 10.1 (other than Section 10.1(a)), written notice thereof shall be given to the
other party. 
  
 10.2 Effect of Termination. If this
Agreement is terminated pursuant to Section 10.1, all obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 10.2 (Effect of Termination), 11.1 (Expenses) and 11.7
(Publicity), which shall survive the termination of this Agreement, and except that no such termination shall relieve any party from liability for any prior intentional breach of this Agreement. If this Agreement is terminated pursuant to Section
10.1(a), Section 10.1(b) (other than pursuant to Section 10.1(b)(ii)) or Section 10.1(c), Purchaser shall be entitled to the return of the Deposit Amount (and any monies paid by Purchaser to Seller pursuant to Article III
hereof (if any)). 
  
 ARTICLE XI 
 MISCELLANEOUS 
  
 11.1 Expenses. Each party hereto shall bear its own fees and expenses with respect to the transactions contemplated hereby. 
  
 11.2 Amendment. This Agreement may be amended, modified or
supplemented but only in writing signed by Purchaser and Seller. 
  

 13 








 11.3 Notices. Any notice, request, instruction or other document to be given hereunder by a party
hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person or by courier or a courier service, or (b) on the date of transmission if sent by facsimile transmission (receipt confirmed) on a Business Day
during or before the normal business hours of the intended recipient, and if not so sent on such a day and at such a time, on the following Business Day: 
  

			
	 If to Seller, addressed as follows:
	 	 If to Purchaser, addressed as follows:

		
	 Vertel Corporation
	 	 BGVB Inc.

	 [ADDRESS]
	 	 306 Bora Bora Way, #207

	 Attention: Tim Ranney
	 	 Marina Del Rey, CA 90292

	 Telephone:
	 	 Attention: Koenraad Blom

	 Facsimile:
	 	 Telephone: (310) 699-9370

	 	 	 Facsimile: (530) 654-5591

		
	 with a copy to:
	 	 with a copy to:

		
	 Swidler Berlin Shereff Friedman, LLP
	 	 Thomas T. Chan

	 3000 K Street, NW, Suite 300
	 	 Chan Law Group lc

	 Washington, DC 20007
	 	 1055 W. 7th St. Suite 1880

	 Attention: Sean P. McGuinness
	 	 Los Angeles, Ca 90017

	 Telephone: (202) 424-7500
	 	 Telephone: 213 624-6560

	 Facsimile: (202) 295-8478
	 	 Facsimile: (213) 622-1154


  
 or to such other individual or address
as a party hereto may designate for itself by notice given as herein provided. 
  
 11.4 Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of
any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any
such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty. 
  
 11.5 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder, by operation of Law or otherwise, without the prior written consent of the other party. 
  
 11.6 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and, to the extent provided herein, their respective Affiliates, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or
other right. 
  
 11.7 Publicity. No public announcement or
other publicity regarding the existence of this Agreement or any of the Related Agreements or their contents or the transactions contemplated hereby shall be made by Purchaser, Seller and/or any of their Affiliates, officers, directors, employees,
representatives or agents, without the prior written agreement of Purchaser and Seller, as to form, content, timing and manner of distribution or publication. Seller and Purchaser agree to hold confidential the terms and provisions of this Agreement
and the Related Agreement and the terms of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, nothing in this Section 11.7 shall prevent either party or its Affiliates from (a) making any public announcement or
disclosure required by Law or the rules of any stock 

  

 14 








 
exchange or other regulatory authority; (b) discussing this Agreement or any of the Related Agreements or its contents or the transactions contemplated
hereby or thereby with officers, directors, employees, representatives and agents of such party and its Affiliates and with those Persons whose approval, agreement or opinion, as the case may be, is required for consummation of such particular
transaction or transactions; or (c) enforcing its rights hereunder. At the sole cost and expense of Purchaser, Seller shall cooperate with Purchaser in the generation and distribution of a press release announcing this Agreement. 
  
 11.8 Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as
similar as possible to the provision at issue. 
  
 11.9 Entire
Understanding. This Agreement and the Related Agreements set forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersede any and all prior agreements, arrangements and
understandings among the parties relating to the subject matter hereof. In the event of a conflict between this Agreement and any Related Agreement, the terms and provisions of this Agreement shall control and govern. 
  
 11.10 Language; Interpretation. 
  
 (a) Seller and Purchaser agree that the language used in this Agreement is
the language chosen by the parties to express their mutual intent, and that no rule of strict construction is to be applied against Seller or Purchaser. 
  
 (b) The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules attached to this Agreement are for
convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision
of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation,” or “include, without limitation,” respectively. Reference to any Person includes
such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or
individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended, supplemented or otherwise modified and in effect from time to time in accordance with the terms
thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections, paragraphs, clauses, Exhibits or Schedules shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,”
“hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Exhibit or Schedule to, this Agreement. 
  
 11.11 Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal Laws of the State of California without giving effect to the principles of conflicts of law thereof. 
  

 15 








 11.12 Remittances. All remittances, payments, mail and other communications relating to the
Acquired Assets or the Assumed Obligations received by Seller at any time after the Closing Date shall be promptly turned over to Purchaser by Seller. 
  
 11.13 Jurisdiction of Disputes; Waiver of Jury Trial. In the event any party to this Agreement commences any litigation, proceeding or other legal
action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, each party to this Agreement hereby (a) agrees that any such litigation, proceeding or other legal action may be brought in
a federal court of competent jurisdiction located within the State of California; (b) agrees that in connection with any such litigation, proceeding or action, such party will consent and submit to personal jurisdiction in any such court described
in clause (a) of this Section 11.13 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or
hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) agrees as an alternative method of service to service of process
in any such litigation, proceeding or action by mailing of copies thereof to such party at its address set forth in Section 11.3; (e) agrees that any service made as provided herein shall be effective and binding service in every respect; and
(f) agrees that nothing herein shall affect the rights of either party to effect service of process in any other manner permitted by Law. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled. 
  
 11.14 Equitable Relief. Each party acknowledges and agrees that the
other party would be irreparably damaged in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, each of Seller and Purchaser shall be entitled, without
the necessity of proving actual damages or posting any bond, to equitable relief, including the remedy of specific performance or injunction, to prevent breaches of this Agreement or to enforce specifically the terms and provisions hereof
(including, without limitation, Section 6.2). 
  
 11.15
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 ARTICLE XII 
 POST-CLOSING COVENANTS 
  
 12.1 Further Assurances. Each party agrees to do all acts and things and to make, execute, and deliver such written instruments as shall be reasonably necessary to carry out the terms and provisions of this
Agreement. This covenant of further assurances shall survive the Closing. 
  
 12.2 Covenant Not to Compete. Seller agrees that, for a period of two (2) years following the date of this Agreement in the United States it shall not, without the Purchaser’s 

  

 16 








 
express prior written consent, directly or indirectly, compete with the Seller with respect to (a) the business made possible by the Acquired Assets and (b)
the Acquired Customers; provided, however, that Seller’s passive ownership, directly or indirectly, of not more than five percent (5%) of the issued and outstanding stock of any company, the shares of which are actively traded on a
national securities market or The Nasdaq Stock Market, shall not be deemed to be a breach of this Section 12.2. 
  
 ARTICLE XIII 
 RELEASES AND COVENANT
NOT TO SUE 
  
 13.1 Release. Each of Seamus Gallagher,
Anton van der Burgt and Koert Blom (collectively, the “Releasers” and individually, a “Releaser”) hereby irrevocably and unconditionally releases, acquits, and forever discharges Seller and each of Seller’s
subsidiaries, affiliates and related entities (and each of their shareholders, insurers, officers, directors, employees, trustees, representatives, agents, attorneys, parents, predecessors, successors and assigns) (collectively, including Seller,
the “Seller Affiliates”) of and from any and all claims, debts, liabilities, demands, damages, accounts, obligations, costs, attorneys’ fees, expenses, liens, actions, causes of actions or suits of any kind, whether known or
unknown, suspected or unsuspected, fixed or contingent, whether in law or in equity, arising out of, or which may hereafter arise out of any and all matters from the beginning of time through the date hereof, including but not limited to any and all
matters arising out of or resulting from or relating in any way to any of the Releasers being an employee or officer of Seller and/or any of its subsidiaries, affiliates or related entities and/or their termination and/or removal from any such
positions and/or arising out of or resulting from or relating in any way to any alleged act or omission which in any way involves any Seller Affiliate. The released claims specifically include (by way of example only) any and all claims for bonus,
severance, or other benefits apart from the benefits stated herein; breach of contract; wrongful discharge; impairment of economic opportunity; any claim under common-law or at equity; defamation; intentional and/or negligent infliction of emotional
harm or distress; any tort; claims for reimbursements; claims for commissions; or claims for employment discrimination under any state, federal, local law, statute, or regulation (including, but not limited to, claims under Title VII of the Civil
Rights Act of 1964). Each Releaser acknowledges and agrees that this release and the covenant not to sue set forth in Section 13.2 are essential and material terms of this Agreement and that, without such release and covenant not to sue, no
agreement would have been reached by the parties. Each Releaser understands and acknowledges the significance and consequences of this release and this Agreement. 
  
 13.2 Covenant Not to Sue. To the maximum extent permitted by law, except for a breach of this Agreement by Seller,
each Releaser covenants not to sue or to institute or cause to be instituted any action in any federal, state, or local agency or court against Seller or any of the Seller Affiliates, including, but not limited to, any of the claims released in
Section 13.1. 
  
 *    *    * 
  

 17 








 IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed
and delivered as of the date first above written. 
  

							
	BGBV INC.	 	VERTEL CORPORATION
				
	 By:
	 	  

	 	 By:
	 	  


				
	 Name:
	 	  

	 	 Name:
	 	  


				
	 Title:
	 	  

	 	 Title:
	 	  



  
 Joining this Asset Purchase
Agreement with respect to Article XIII only: 
  

	
	  


	 Seamus Gallagher

	
	

	 Anton van der Burgt

	
	

	 Koert Blom


  
 [Signature
Page for Asset Purchase Agreement] 
  

 18 








 Schedule 2.1(a) 
  
 Acquired Contracts 
  
 This list below includes all the contracts which will be assigned under this Agreement. 
  

			
	 Company Name

	  	Contract Number


	 3-Link Systems
	  	1989
	 3-Link Systems
	  	2247
	 3-Link Systems
	  	S2202
	 4T Solutions AB
	  	2589
	 4T Solutions AB
	  	S2099
	 Aare Informatik AG
	  	1274
	 Accuris Limited
	  	2403
	 ACE*COMM Corp
	  	1993
	 ACE*COMM Corp
	  	2653
	 ADP-GSI
	  	2510
	 Advanced Communications Tech
	  	2661
	 AEG Mobile Communication GMBH
	  	S2314
	 AEG Schneider Automation GMBH
	  	1701
	 Aetian Networks
	  	2600
	 AFC
	  	2587
	 Aisling Design
	  	2741
	 Alcatel
	  	1743
	 Alcatel
	  	2449
	 Alcatel
	  	2526
	 Alcatel
	  	2532
	 Alcatel Network Systems
	  	2276
	 Alcatel USA
	  	1138
	 Alcatel USA
	  	2090
	 Alcatel USA
	  	2401
	 Allstate Insurance Company, Inc.
	  	E2392
	 Ambit
	  	2545
	 Amdahl Corporation
	  	1130
	 American Express
	  	E2396
	 Anagram S.A.
	  	S2362
	 Anda Networks
	  	2684
	 Anix Computers
	  	S2213
	 Army Corp of Engineers
	  	E2391
	 Ascom Hasler AG
	  	1941
	 ASEG Systems Eng
	  	2503
	 AT&T Corporation
	  	1200
	 AT&T Corporation
	  	1997
	 AT&T Corporation
	  	2076
	 AT&T Corporation
	  	2346
	 AT&T Corporation
	  	S2139
	 AT&T Corporation
	  	S2203
	 AT&T Corporation
	  	S2268
	 AT&T Corporation
	  	S2372

  

 19 









			
	 AT&T Corporation
	  	SOW#3003
	 Atlantech
	  	2241
	 Atlas Telecom
	  	1041
	 Automazione Sistemi di Controllo
	  	S3871
	 Avaya Inc.
	  	1167
	 Banyan Systems
	  	1539
	 Bassett Telcom Solutions
	  	S3704
	 Beijing Optel Telecom
	  	2229
	 Beijing University
	  	2342
	 Bell Atlantic
	  	E2435
	 Bell Atlantic Network
	  	1232
	 Bell Atlantic Network
	  	1265
	 Bell Atlantic Network
	  	1914
	 Bell Atlantic Network
	  	1988
	 BetaResearch
	  	E2444
	 BIVG Hannover GmbH & Co
	  	2721
	 Boeing Company
	  	2571
	 Bouygues Telecom
	  	S2064
	 British Telecom
	  	1207
	 British Telecom
	  	1212
	 British Telecom
	  	2140
	 British Telecom
	  	E2407
	 Cable and Wireless
	  	S2583
	 Caltrans
	  	2700
	 Cap Gemini Telecom
	  	2246
	 Cap Sesa
	  	1728
	 Caspian Networks Inc.
	  	2001-91
	 Catena Technologies Canada Inc.
	  	2390
	 Cavendish Org
	  	2507
	 Cavendish Org
	  	E2428
	 Centerpoint Broadband
	  	2591
	 Central Electric
	  	1971
	 Changchun Inst of Posts
	  	2566
	 Chengdu Reltec Comm
	  	2294
	 Ciena Corporation
	  	2259
	 Ciena Corporation
	  	2447
	 Cingular Wireless
	  	2483
	 Cingular Wireless
	  	2665
	 Cinta Communications Corporation
	  	2474
	 Cisco
	  	2355
	 Cisco
	  	2375
	 Cisco
	  	2546
	 Cisco
	  	2648
	 Cisco
	  	S2630
	 Clarify
	  	2121
	 Clarify
	  	2123
	 CoManage Corporation
	  	2431
	 Comm & Power Eng.
	  	1516
	 Comm Software & Asic Design
	  	2260
	 Comm Telemetry & Telecontrol
	  	2306

  

 20 









			
	 Comnitel Technologies
	  	2555
	 Comnitel Technologies
	  	2622
	 Companhia IBM Portugesa
	  	S2316
	 Compaq
	  	2336
	 Compaq Computer Corporation
	  	2337
	 Computer Answers Intl
	  	2257
	 Computer Answers Intl
	  	2287
	 Computer Answers Intl
	  	2461
	 Computer Associates International
	  	2463
	 Computer Communications & Interface GmbH
	  	2646
	 Comtec Systems
	  	2084
	 Comvik
	  	2038
	 Concert Mgmt Services
	  	2164
	 Convex Computer Corp
	  	1177
	 Corning Inc.
	  	2380
	 Corning Inc.
	  	T2628
	 Corvis Corporation
	  	2530
	 Cranes Software
	  	2243
	 CreoScitex Corp
	  	1654
	 Critical Path S.p.A.
	  	1341
	 Critical Path S.p.A.
	  	1955
	 Critical Software, S.A.
	  	S3774
	 Critical Software, SA
	  	2680
	 Critical Software, SA
	  	SO# 3947
	 Crosskeys Systems
	  	1734
	 CSEE Defense
	  	1619
	 CSG Systems
	  	2727
	 Dacom
	  	2417
	 Daewoo Telecom
	  	1735
	 Daewoo Telecom
	  	2280
	 Daeyoung
	  	1665
	 DANSK DATA ELECTRONIK A/S
	  	1145
	 Daou Technology
	  	2037
	 Daou Technology
	  	2251
	 Daou Technology
	  	2291
	 Daou Technology
	  	2305
	 DASSAULT AUTOMATISMES ET TELEC
	  	1585
	 DATA GENERAL CORPORATION
	  	1032
	 DATANG TELECOM TECHNOLOGY CORP. LTD.
	  	2290
	 Datang Telephone R&D Center
	  	S2368
	 DCTRI (DATA COMM. TECH. RESEARCH INST.)
	  	1709
	 Delta
	  	2453
	 Delta
	  	2475
	 Delta Technology, Inc
	  	E2429
	 Deutsche Telekom AG
	  	2073
	 Dialogic Corporation
	  	2464
	 Dialogic Corporation
	  	S2524
	 DIGITAL EQUIPMENT CORPORATION
	  	1109
	 Digital Lightwave
	  	2445
	 Digital Microwave Corporation
	  	2347

  

 21 









			
	 DIGITAL-X INC.
	  	2301
	 Digivox BV
	  	SO# 4041
	 Dominant Era
	  	2644
	 Dorsal Networks
	  	2654
	 DR. MATERNA GMBH
	  	1160
	 Dresdner Bank
	  	S2480
	 DSC TELECOM L.P.
	  	S2189
	 DSI Technology Escrow Services, Inc.
	  	1993
	 Duretel
	  	2402
	 Duretel
	  	S3802
	 Dynegy Connect, L.P.
	  	2481
	 Eastern Commun.
	  	1994
	 Eastern Commun.
	  	2398
	 Efficient Networks, Inc.
	  	2603
	 Efficient Networks, Inc.
	  	2703
	 EHPT Sweden AB
	  	1018
	 EHPT Sweden AB
	  	1201
	 EHPT Sweden AB
	  	2176
	 EHPT Sweden AB
	  	2262
	 El Paso Energy
	  	E2425
	 Electronic Data Syst.
	  	2225
	 Electronic Data Syst.
	  	E2394
	 Entrisphere
	  	2621
	 Equifax
	  	E2409
	 Ericsson
	  	S2559
	 Ericsson Ltd
	  	S2311
	 ETRI
	  	2446
	 Eurescom GMBH
	  	2165
	 EVOLVING SYSTEMS, INC.
	  	2093
	 Excel Management Serv
	  	2341
	 EXCEL SWITCH FACILITY, INC.
	  	2224
	 EXCEL SWITCH FACILITY, INC.
	  	S2191
	 Extent
	  	2570
	 EzNetSoft
	  	2636
	 Falcon
	  	S2645
	 FINSIEL S.P.A.
	  	1175
	 FIRST RESEARCH INSTITUTE OF MINISTRY.
	  	2006
	 Foliage Software Systems
	  	2708
	 France Telecom
	  	2399
	 France Telecom
	  	S2643
	 Frost, Camille
	  	2517
	 FUJITSU NETWORK TRANS. SYS
	  	2552
	 G2 Technologies
	  	E2408
	 Gauri Info-Comm., Inc.
	  	2511
	 General Dynamics
	  	2506
	 General Dynamics
	  	S3767
	 Glenayre Electronics
	  	2128
	 Globe Telecom
	  	S2440
	 GMD-FOKUS
	  	2371
	 Great Dragon
	  	2288

  

 22 









			
	 GTE GOVT SYSTEMS CORP
	  	1403
	 Guoxin Lucent Tech
	  	2410
	 Guoxin Lucent Tech
	  	2528
	 Hansen Corporation Pty. Ltd.
	  	E2405
	 Hanwha Corporation
	  	1698
	 Hanwha Corporation
	  	2277
	 Hanwha Corporation
	  	2363
	 Hanwha Corporation
	  	2376
	 HCL Technologies Ltd
	  	2707
	 Helicon Consulting Inc.
	  	2387
	 Hewlett-Packard
	  	1006
	 Hewlett-Packard
	  	1047
	 Hewlett-Packard
	  	2007
	 Hewlett-Packard
	  	2034
	 Hewlett-Packard
	  	2269
	 Hewlett-Packard
	  	2297
	 Hewlett-Packard
	  	2641
	 Hewlett-Packard
	  	S2198
	 Hewlett-Packard
	  	S2286
	 HFCL
	  	2469
	 HICKOK, INC.
	  	1809
	 Hitachi Telecom (USA)
	  	1254
	 Hitachi Telecom (USA)
	  	1256
	 Hitachi Telecom (USA)
	  	2134
	 Hitachi Telecom (USA)
	  	S2234
	 HM Govt Comm. Centre
	  	2549
	 HM Govt Comm. Centre
	  	2590
	 HNC Software Inc.
	  	E2484
	 Holim Technology
	  	2378
	 HUAWEI TECHNOLOGIES CO. LTD.
	  	2097
	 HUGHES
	  	2237
	 Hughes Software Systems
	  	2230
	 Hughes Software Systems
	  	2364
	 Hutchison Telecom Paraguay S.A.
	  	S3650
	 Hyundai Electronics
	  	2427
	 IBM
	  	1269
	 IBM
	  	1591
	 IBM JAPAN, LTD.
	  	S2315
	 IBM JAPAN, LTD.
	  	S2350
	 IKOM GMBH
	  	1745
	 INET, INC.
	  	2083
	 Inno Micro Corporation
	  	S2471
	 Innovative Technology
	  	2594
	 Innovazioni Telematiche
	  	1221
	 Inst. National des Telecommunications
	  	2655
	 INTEGRA SYSTEMS, INC.
	  	2272
	 Integrated Digital Systems
	  	S3946
	 Intercope GmbH
	  	S3602
	 INTERGRAPH CORPORATON
	  	99984
	 INTERPOL OIPC
	  	1669

  

 23 









			
	 Intl Turnkey Systems
	  	1790
	 ION Networks Inc.
	  	2473
	 Irdeto Consultants, B.V.
	  	E2387
	 IT Inc.
	  	2478
	 Italtel S.p.A.
	  	2349
	 Just Systems Ltd.
	  	2536
	 Kinomai
	  	2565
	 Korea Data Communications Corp.
	  	2381
	 KOREA TELECOM
	  	2437
	 KOREA TELECOM
	  	2455
	 KOREA TELECOM
	  	2466
	 KPN Telecom
	  	2179
	 KPN Telecom
	  	S2344
	 Kyoei Sangyo, Ltd.
	  	2586
	 LETek Communications
	  	2477
	 LG Electronics, Inc.
	  	1390
	 LG Electronics, Inc.
	  	2488
	 LG Electronics, Inc.
	  	2504
	 LG Electronics, Inc.
	  	Evaluation
	 LG Electronics, Inc.
	  	S2222
	 LibanCell
	  	S2357
	 Littlefeet
	  	2384
	 Littlefeet
	  	2415
	 Litton Data Systems
	  	1219
	 Litton Data Systems
	  	1527
	 Liveware
	  	2102
	 Liveware
	  	2177
	 Lockheed Martin Advanced Technology Labo
	  	E2413
	 Lucent Technologies
	  	1924
	 Lucent Technologies
	  	1925
	 Lucent Technologies
	  	2080
	 Lucent Technologies
	  	2418
	 Lucent Technologies
	  	2450
	 Lucent Technologies
	  	2456
	 Lucent Technologies
	  	2502
	 Lucent Technologies
	  	2521
	 Lucent Technologies
	  	2539
	 Lucent Technologies
	  	2551
	 Lucent Technologies
	  	2609
	 Lucent Technologies
	  	C/1118/JM
	 Lucent Technologies
	  	E2388
	 Lucent Technologies
	  	NA21990013
	 Lucent Technologies
	  	S2180
	 Lucent TechnologiesNS-BE
	  	2343
	 Lucida, Inc.
	  	2667
	 Lucida, Inc.
	  	T2636
	 M/A COM
	  	2192
	 Mannesman Arcor
	  	S2156
	 Manos Services NV
	  	S3591
	 Marconi Communications
	  	1190

  

 24 









			
	 Marconi Communications
	  	1617
	 Marconi Communications
	  	1655
	 Marconi Communications
	  	2302
	 Marconi Communications
	  	2358
	 Marconi Communications
	  	2374
	 Marconi Communications
	  	2416
	 Marconi Communications
	  	2482
	 Marconi Communications
	  	2577
	 Marconi Communications
	  	S2245
	 Marconi Communications
	  	S2501
	 Marconi Communications
	  	S2544
	 Marconi S. p. a.
	  	1313
	 Maryland Procurement
	  	1936
	 Maryland Procurement
	  	2122
	 Maryland Procurement
	  	2340
	 MATSUSHITA AVIONICS SYSTEMS
	  	2018
	 MCI
	  	2270
	 Measurements And Control
	  	2560
	 Measurex Corporation
	  	1079
	 MECALC ( PTY ) LTD.
	  	2215
	 Metex
	  	2534
	 Metro-Optix
	  	2635
	 Metropolitan Telecommunications Corporat
	  	2743
	 Mettler-Toledo
	  	2564
	 MIC Electronics Ltd.
	  	2569
	 MICOMPLAZA, INC.
	  	2170
	 Micro Research SA/NV
	  	2266
	 Micro Research SA/NV
	  	2495
	 Micro Research SA/NV
	  	2705
	 Micro Research SA/NV
	  	2738
	 Micromuse Plc
	  	2485
	 MICROSOFT CORPORATION
	  	1632
	 Midas Communications
	  	2558
	 MILLICOM LUXEMBOURG
	  	S2149
	 Mitsubishi
	  	1957
	 Mitsubishi
	  	S2186
	 Mitsubishi
	  	S2232
	 Mitsubishi
	  	S2330
	 Mitsubishi
	  	S2354
	 Mitsubishi
	  	S2360
	 Mobilkom Austria AG
	  	S2333
	 Modacom
	  	2698
	 Modacom
	  	2709
	 Modacom
	  	2735
	 Modis Selenia Communications
	  	1196
	 MOTOROLA COMMUNICATIONS ISRAEL
	  	1104
	 MOTOROLA COMMUNICATIONS ISRAEL
	  	1210
	 MOTOROLA INDIA ELECTRONICS LTD.
	  	2228
	 Motorola, Inc.
	  	1103
	 Motorola, Inc.
	  	1163

  

 25 









			
	 Motorola, Inc.
	  	1835
	 Motorola, Inc.
	  	2298
	 Motorola, Inc.
	  	2498
	 Motorola, Inc.
	  	2699
	 Motorola, Inc.
	  	S2310
	 MRJ, Inc.
	  	E2395
	 MUSE Corporation
	  	2663
	 Nanjing Inst of Zhongxing
	  	2529
	 Nanjing Xinwang Tech
	  	2664
	 National Australia Bank
	  	E2419
	 National Central University
	  	S3640
	 NationsBank
	  	E2432
	 NCR Corporation
	  	1017
	 NEC America, Inc.
	  	1630
	 NEC America, Inc.
	  	1959
	 NEC Corporation
	  	1102
	 NEC Corporation
	  	1985
	 NEC Corporation
	  	2119
	 NEC Corporation
	  	2334
	 NEC Corporation
	  	2540
	 NEC Corporation
	  	S2185
	 NEC Corporation
	  	S2338
	 NEC de Mexico, S.A. de C.V.
	  	S2345
	 NEC Eluminant Technologies
	  	S2351
	 NEC USA, INC.
	  	S2255
	 NEC USA, INC.
	  	S2312
	 NEC USA, INC.
	  	S2319
	 NEC USA, INC.
	  	S2335
	 NEC USA, INC.
	  	S2386
	 NEC USA, INC.
	  	S2439
	 NEC USA, INC.
	  	S2441
	 NEC USA, INC.
	  	S2442
	 NEON
	  	2460
	 NEON
	  	2496
	 NEON
	  	S2460
	 Newbridge Networks
	  	1098
	 Newbridge Networks
	  	1519
	 NewMonics Inc.
	  	2567
	 Nielsen Media / AC Neilsen
	  	E2420
	 Nippon Steel Corporation
	  	E2424
	 NOKIA China R&D Center
	  	2377
	 Nokia Networks
	  	2171
	 Nokia Networks
	  	2267
	 Nokia Networks
	  	2282
	 Nokia Networks
	  	2293
	 Nokia Networks
	  	2729
	 Norwegian Univ. of Science
	  	2505
	 NTC Co. Ltd.
	  	2422
	 NTT Info Sharing Platform Labs
	  	2005
	 NTT LONG DISTANCE COMM. SECTOR
	  	1898

  

 26 









			
	 NTT Network Syst Labs
	  	2303
	 NTT Network Syst Labs
	  	2304
	 NTT PC Commun.
	  	1622
	 NTT PC Commun.
	  	2256
	 NTT PC Commun.
	  	S2216
	 NTT PC Commun.
	  	S2250
	 NTT PC Commun.
	  	S2254
	 Nu-Link Pvt. Ltd.
	  	2627
	 Oasys Group
	  	2226
	 Objective Systems Integrators, Inc.
	  	E2423
	 Opencon Systems
	  	2273
	 Opencon Systems
	  	2308
	 Opentel
	  	2724
	 Optosphere, Inc.
	  	2573
	 ORACLE CORPORATION
	  	2205
	 ORGA KARTENSYSTEME GMBH
	  	1795
	 Orthogon GmbH
	  	2608
	 Ostfold College
	  	E2404
	 Parallax Solutions
	  	2634
	 Parallax Solutions
	  	2669
	 Pathnet Inc.
	  	2017
	 Pathnet Inc.
	  	2042
	 Pathnet Inc.
	  	2279
	 Pathnet Inc.
	  	S2159
	 Pelago Networks
	  	2568
	 Pentacomm C&C
	  	S3648
	 Polaris Networks
	  	MCA
	 Polish Telecommunications Institute
	  	2465
	 POSDATA CO., LTD.
	  	2249
	 POSITRON FIBER SYSTEMS
	  	S2175
	 Primary Interface
	  	2574
	 Protek TELsoft AS
	  	1595
	 Protek TELsoft AS
	  	1962
	 PSI
	  	2535
	 PT. Asimetris Data Sentosa
	  	2730
	 PULSE COMMUNICATIONS INC.
	  	1338
	 PWPT Wasko
	  	2430
	 Q.COM INC.
	  	2292
	 Questronix Corporation
	  	S2359
	 Quintessent Commun..
	  	2103
	 Qwest Communications
	  	1664
	 Qwest Communications
	  	2045
	 Qwest Communications
	  	S2190
	 Rafael
	  	2618
	 Raviant Networks
	  	2657
	 Raytheon
	  	S3633
	 Research Institute of Tel Tran MPT
	  	2168
	 Reversi Networks Inc.
	  	2624
	 ROBERT BOSCH GMBH
	  	2307
	 Rock Trading
	  	2556

  

 27 









			
	 RSI PRECISION CONTROLS
	  	2295
	 S.I.T.A.
	  	1561
	 Samsung Electronics Co
	  	1114
	 Samsung Electronics Co
	  	1634
	 Samsung Electronics Co
	  	2300
	 Samsung Electronics Co
	  	2454
	 Samwoo
	  	1956
	 SBC Services
	  	2285
	 SBC Services
	  	00013549
	 Schneider Automation
	  	2537
	 SDG-STEC Tel
	  	2592
	 Sempra Energy
	  	E2414
	 Shanghai Bell Telephone
	  	2289
	 Shanghai Datang Mobile Comm
	  	2631
	 Shanghai of Zhongxing Telecom
	  	2173
	 SI Service Co., Ltd.
	  	Evaluation
	 Siemens AG
	  	1117
	 Siemens AG
	  	1192
	 Siemens AG
	  	1329
	 Siemens AG
	  	2048
	 Siemens AG
	  	2239
	 Siemens AG
	  	2240
	 Siemens AG
	  	2265
	 Siemens AG
	  	2331
	 Siemens AG
	  	2626
	 Siemens AG Austria
	  	S3807
	 SODALIA SpA
	  	2014
	 SOFTLAB GMBH
	  	1046
	 SOFTLAB GMBH
	  	1056
	 Soft-Switch
	  	1038
	 Sonera Corporation
	  	2470
	 SONOMA SYSTEMS
	  	2124
	 SONOMA SYSTEMS
	  	2125
	 Spirent Communications
	  	2261
	 Spirent Communications
	  	2274
	 Spirent Communications
	  	2370
	 SPRINT
	  	1086
	 Sprint Communications
	  	2400
	 Sprint Communications
	  	E2406
	 Sprint Communications
	  	S2373
	 STERIA - SCE ACHATS
	  	1537
	 STRATUS COMPUTER GMBH
	  	1033
	 STREAMSOFT, INC.
	  	2089
	 STROM TELECOM LTD
	  	2117
	 Sun Microsystems
	  	2704
	 Sun Moon Star Co
	  	S2187
	 Sungmi Telecom
	  	1856
	 SWISS FEDERAL INSTITUTE OF TECHNOLOGY
	  	2167
	 Switch Technologies
	  	2562
	 Symbol Software, Ltd.
	  	2161

  

 28 









			
	 Symmetricom, Inc.
	  	1972
	 SYNDESIS
	  	1106
	 Syned S.A. Telecom Services
	  	S2487
	 SYSCOM COMPUTER ENGINEERING CO.
	  	1726
	 SYSCOM COMPUTER ENGINEERING CO.
	  	2329
	 SYSECA S.A.
	  	1594
	 Systems Tech Assoc
	  	2606
	 SYSTEMS/LINK CORPORATION
	  	2193
	 T.C. LOG
	  	1590
	 Taihan Electric Wire Co. Ltd.
	  	2321
	 Taihan Electric Wire Co. Ltd.
	  	2383
	 TAIHAN ELECTRIC WIRE COMPANY, LTD.
	  	2010
	 Tandem
	  	1134
	 Tandem
	  	2318
	 TCSI
	  	1810
	 Tecnetics (Pty) Ltd.
	  	1176
	 Tekview Pte Ltd.
	  	1994
	 Tekview Pte Ltd.
	  	2365
	 Tekview Pte Ltd.
	  	2491
	 Tekview Pte Ltd.
	  	2531
	 Tekview Pte Ltd.
	  	2633
	 Tekview Pte Ltd.
	  	2685
	 Tekview Pte Ltd.
	  	2687
	 Tekview Pte Ltd.
	  	2689
	 Tekview Pte Ltd.
	  	2710
	 Tekview Pte Ltd.
	  	2711
	 Tekview Pte Ltd.
	  	2712
	 Tekview Pte Ltd.
	  	2713
	 Tekview Pte Ltd.
	  	S2457
	 Tekview Pte Ltd.
	  	S2458
	 Tekview Pte Ltd.
	  	S2459
	 Tekview Pte Ltd.
	  	S2492
	 Tekview Pte Ltd.
	  	S2493
	 Tekview Pte Ltd.
	  	S2494
	 Tekview Pte Ltd.
	  	S2548
	 Tele2 Europe S.A.
	  	S2220
	 Telecom Modus Ltd.
	  	S2632
	 Telefónica I+D
	  	2742
	 Telemant
	  	1849
	 Telenor
	  	1270
	 Telenor
	  	2402
	 TeleSynthesis
	  	2525
	 TeleSynthesis
	  	2579
	 Tellabs
	  	2623
	 Tellabs
	  	2737
	 Tellabs Wireless
	  	1244
	 Tellabs Wireless
	  	2208
	 Tellion Inc.
	  	2479
	 Telmat Informatique
	  	1538
	 Telmat Informatique
	  	1738

  

 29 









			
	 Teracom AB
	  	S2625
	 Thales ISR
	  	2701
	 TNN Networks Ltd.
	  	2016
	 T-Nova Deutsche Tel
	  	2367
	 T-Nova Deutsche Tel
	  	2489
	 T-Nova Deutsche Tel
	  	2616
	 TODD Video Network Management
	  	2605
	 TOPjects Software
	  	E2393
	 Transcom Tech Systems
	  	2296
	 Transys Technologies
	  	2576
	 TriGem Computer Inc.
	  	2382
	 Trigon Technology Group
	  	S2543
	 Tri-Pacific Software, Inc.
	  	2547
	 TruePosition, Inc.
	  	2640
	 T-Systems SL-SI GmbH
	  	S3613
	 TTI
	  	2227
	 TTI
	  	S2227
	 TTI
	  	S3627
	 TTI
	  	S3749
	 TUBITAK UEKAE
	  	S3672
	 U S Marine Corp
	  	E2421
	 Universidad Tecnologica Nacional
	  	E2433
	 University of California
	  	S3655
	 Unixpros
	  	2281
	 UOP, LLC
	  	E2426
	 VDO Car Communication
	  	2438
	 VDO Car Communication
	  	S2522
	 Verizon Data Services
	  	1615
	 Verizon Data Services
	  	1915
	 VTC Center-VITECO
	  	2578
	 Watchmark
	  	S2235
	 Weifang Huagung Tech
	  	2278
	 Wellink Corporation
	  	2596
	 Wholewise Science & Tech
	  	2668
	 Williams Communications
	  	2658
	 Williams Communications
	  	2734
	 Wipro Limited
	  	2750
	 Wuhan
	  	1878
	 Xener Systems
	  	Eval SO # 3801
	 Xidian University
	  	2174
	 Xinguo Information Tech
	  	2490

  

 30 








 Schedule 2.1(b) 
  
 Acquired Equipment 
  

	1.	2 notebook PCs (including docking stations and monitors) 

  

	2.	5 Sun Solaris servers 

  

	3.	2 HP servers 

  

	4.	2 Windows servers (including monitors) 

  

	5.	3 printers (2 small and 1 server printer) 

  

 31 








 Schedule 2.1(c) 
  
 Information and Records 
  

	1.	Copy of Softrax System Database 

  

	2.	All original contracts and agreements, both paper as well as electronic copies 

  

	3.	All existing marketing materials, product documentation and Trade Secrets, both paper as well as electronic copies 

  

 32 








 Schedule 2.1(d) 
  
 Software 
  

	1.	Vertel TMN Products including ADE, MDE, Simulators, ETS, UTS, FTAM and portable products; 

  

	2.	M*Ware product line including M*Ware CMS, Mediation and all available software adaptors and components; and 

  

	3.	M*Ware Ticket Exchange. 

  

 33 








 Schedule 2.1(e) 
  
 Intellectual Property 
  
 All processes, inventions, works of authorship, copyrights, trademarks, patents, trade secrets, and mask works related to the Software, whether or not copyrightable or
patentable, including without limitation the common law trademarks, applications and registrations. 
  

 34 








 Schedule 4.3 
  
 Seller Consents; Authority 
  
 None 
  

 35 








 Schedule 4.5 
  
 Acquired Contract Defaults 
  
 None 
  

 36 








 Schedule 5.3 
  
 Purchaser Consents; Authority 
  

None 
  

 37 








 Schedule 6.2 
  
 Non-Circumvent Relationship Parties 
  

	1.	Nortel; and 

  

	2.	PrismTech. 

  

 38