ex10-4.htm


    Exhibit
10.4

    ASSET
SALE AND PURCHASE AGREEMENT


       

     THIS
ASSET SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into
effective as of the Seventh (7th) day of November, 2009 by and between: 

    
      	
              ·  

            	
              Trilliant
      Technology Group, Inc. a Nevada corporation (“TTG”), and Bluegate
      Corporation a Nevada corporation (“Bluegate”) who collectively shall be
      known as the “Seller,” and

            


      
        	
                ·  

              	
                Trilliant
      Corporation (“Purchaser”), a Texas
corporation.

              


      

    

     

    
      
            WHEREAS, for
the purchase price provided for herein and subject to the terms, provisions, and
conditions set forth herein, Purchaser desires to acquire from Seller full
right, title, and interest in and to all of the personal property of every kind
or nature used in the business of TTG (the “Assets”), including, without
limitation, the personal property that is more fully described in Article One
below but not including the “Excluded Assets” as defined hereinafter, free and
clear of any security interest, lien, mortgage, encumbrance, claim, or
limitation or restriction on the transfer thereof (collectively,
“Encumbrances”); and

      

    

     

         WHEREAS, for the purchase price provided for herein
and subject to the terms, provisions, and conditions set forth herein, Seller
desires to sell the Assets to Purchaser;

     

         NOW, THEREFORE, in
consideration of the mutual promises, covenants, agreements, representations,
and warranties set forth hereinafter, and other good and valuable consideration
(the receipt, adequacy, and sufficiency of which each of Seller and Purchaser
hereby acknowledges) and subject to the terms, provisions, and conditions
hereof, each of Seller and Purchaser hereby agree as follows:

    


    ARTICLE ONE

    
      	
              1  

            	
              Sale and Purchase of
      Assets.

            


    

    
      	
              1.1  

            	
              In
      consideration of the payment of money to Seller pursuant to Section 1.3
      below, Seller does hereby assign, transfer, and convey to Purchaser
      (without any further act or deed except as otherwise indicated herein),
      full right, title, and interest in and to all of the Assets, and Purchaser
      does hereby acquire and receive full right, title, and interest in and to
      the Assets, wherever located and regardless of whether or not reflected on
      Seller's books and records, free and clear of any
      Encumbrances.  Without any limitation on anything stated above,
      the Assets consist of all of the
following:

            


    

    
      	
              1.1.1  

            	
              Equipment, computer equipment,
      files, and other tangible personal property listed on Schedule 1.1.1
      hereto, which is being provided on an “as is” basis with the Company
      providing no warranty of accuracy of the specific hardware and software on
      listed devices and/or the operational and functional capacity of the
      items;

            


    

    
      	
              1.1.2  

            	
              Accounts receivable owed to TTG
      and going to Purchaser (the “Accounts Receivable”) listed on Schedule
      1.1.2 hereto;

            


    

    
      	
              1.1.3  

            	
              Computer programs and software
      listed on Schedule 1.1.3 hereto;

            


    

    
      	
              1.1.4  

            	
              Telephone and facsimile
      numbers, internet domain sites, e-mail addresses, internet and website
      addresses listed on Schedule l.1.4
hereto;

            


    

    
      	
              1.1.5  

            	
              Records of TTG's business
      (copies of which Seller may retain at its cost),
      including  property records, customer lists, supplier lists,
      catalogs, and brochures; and

            


    

    
      	
              1.1.6  

            	
              TTG's Intellectual Property (as
      defined in Section 2.4) and listed on Schedule l.l.6 hereto, and any and
      all other intangible property or rights whatsoever owned by TTG and the
      goodwill of TTG's business symbolized by such Intellectual
      Property.

            


    

    
      	
              1.2  

            	
              Excluded
      Assets. Seller is not selling to Purchaser, and Purchaser is not
      acquiring, any of the items listed on Schedule 1.2 hereto, which items
      shall not constitute “Assets” for any purpose
  hereof.

            


    

    
      	
              1.3  

            	
              Purchase Price, and
      Payment. Adjustment and Allocation
  Thereof.

            


    

    
      	
              1.3.1  

            	
              The aggregate purchase price
      for the Assets (the “Purchase Price”) shall be Five Thousand Dollars
      ($5,000).

            


    

    
      	
              1.3.2  

            	
              Seller and Purchaser agree that
      they shall prepare and file their respective federal and any state or
      local income tax returns, and any sales tax returns or other
      filings.

            


    

    
      	
              1.4  

            	
              Assumed
      Liabilities. Purchaser hereby agrees to assume and be obligated to
      pay, perform or discharge only those liabilities that are expressly set
      forth on Schedule 1.4 hereto, if any (referred to hereinafter as the
      “Assumed Liabilities”).  Purchaser assumes no obligations,
      liabilities and debts other than the Assumed
      Liabilities.  Seller agrees to pay or perform timely any and all
      obligations, liabilities, and debts of Seller other than for the Assumed
      Liabilities.

            


    

    
      	
              1.5  

            	
              Seller's
      Deliveries. Prior to or on the date hereof, Seller delivered,
      except as set forth on Schedule 1.5
hereto,:

            


    

    
      	
              a.  

            	
                  Such
      deeds, bills of sale, covenants of warranty, assignments, endorsements,
      consents, and other good and sufficient instruments and documents of
      conveyance and transfer in a form satisfactory to Seller and Purchaser,
      and necessary documents of title, as shall be necessary and effective to
      convey, transfer and assign to, and vest in, Purchaser all of Seller's
      right, title and interest in and to the
Assets;

            


    

    
      	
              b.  

            	
                  Evidence satisfactory to Purchaser
      that any and all security interests and liens on the Assets (other than
      those being assumed) have been
released;

            


    

    
      	
              c.  

            	
                  Copies
      of all required third party consents to the sale of the Assets, that are
      required and have been obtained;

            


    

    
      	
              d.  

            	
                  All of
      the agreements, contracts, commitments, leases, plans, bids, quotations,
      proposals, licenses, permits, authorizations, instruments, computer
      programs and software, manuals and guidebooks, price books and price
      lists, customer lists, supplier lists, sales records, files,
      correspondence, and other documents, books, records, papers, files and
      data belonging to Seller which are part of the Assets;
  and

            


    

    
      	
              e.  

            	
                  Actual
      possession and operating control of the
Assets.

            


    

    
      	
              1.6  

            	
              Purchaser's
      Deliveries.  Prior to or on the date hereof, Purchaser
      delivered:

            


    

    
      	
              a.  

            	
                  Copies
      of all of the resolutions adopted by Purchaser's Board of Directors and,
      if necessary, stockholders relating to the transactions contemplated by
      this Agreement, certified on the date hereof to be complete and correct by
      appropriate officers of Purchaser,
and

            


    

      
b.   Cash
payment of the Purchase Price.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE TWO

    
      	
              2  

            	
              Representations,
      Warranties and Agreements of
Seller

            


    

    The
Seller hereby represents, warrants, and agrees to and with Purchaser
that:

    
      	
              2.1  

            	
              Organization and
      Standing of Seller.   Seller’s a corporation duly
      organized, validly existing, and in good standing under the laws of the
      state of Nevada.  Seller has full requisite corporate power and
      authority to carry on its business as it is now being
      conducted.

            


    

    
      	
              2.2  

            	
              Capacity to Enter into
      Agreement.  Seller has full right, power, and authority
      to execute and deliver this Agreement and all other agreements, documents,
      and instruments to be executed in connection herewith and perform its
      obligations hereunder and
thereunder.

            


    

    
      	
              2.3  

            	
              Conflicts.  The
      execution, delivery, and consummation of the transactions contemplated by
      this Agreement will not (a) violate any judgment against, or binding upon,
      Seller or upon the assets of Seller, (b) result in the creation of any
      lien, charge, or encumbrance upon any assets of Seller pursuant to the
      terms of any such contract, or (c) violate any provision in the charter
      documents, bylaws, or any other agreement affecting the governance and
      control of Seller.

            


    

    
      	
              2.4  

            	
              Intellectual
      Property. Schedule 1.1.6 contains a listing and summary description
      of all of TTG's patents, trademarks, service marks, trade names, trade
      dress, logos, business names, copyrights, and registered designs, and
      registrations and applications thereof, trade secrets and confidential
      know-how, business information and other intellectual property, including,
      but not limited to, computer software, databases, source code, and
      documentation; product formulations; drawings; technical specifications;
      manufacturing data; and test and development data (the foregoing
      intellectual property is collectively referred to hereinafter. as the
      “Intellectual Property”).  Except as set forth on Schedule 2.4
      hereto,

            

    a.     
TTG
possesses all intellectual property necessary to the conduct of its
businesses;

    
      	
              b.  

            	
                  Seller
      shall retain the right to keep a copy of any documentation should they
      choose, but may only use it in defense of a claim against their
      organization. Under no circumstances does the Seller retain the right to
      use the Intellectual Property other than in the defense of a
      claim;

            

c.   TTG owns
all right, title, and interest in and to all of the Intellectual
Property;

    
      	
                  d.  

            	
                  There
      have been no claims made against TTG for the assertion of the invalidity,
      abuse, misuse, or unenforceability of any Intellectual Property, and there
      are no grounds for the same;

            


    

    
      	
                  e.  

            	
                  Neither
      Seller nor TTG has received a notice of conflict with the asserted rights
      of others; and

            


    

    
      	
                  f.  

            	
                  The
      conduct of TTG's business has not infringed on any rights of others and,
      to Seller's best knowledge, no other person has infringed the Intellectual
      Property.

            


    

    
      	
              2.5  

            	
              Employees.  There
      are no employees of TTG.

            


    

    
      	
              2.6  

            	
              Litigation.  Except
      as set forth on Schedule 2.6
hereto,

            


    

    
      	
                  a.  

            	
              Seller
      and the Assets are not subject to any pending, or to Seller's best
      knowledge, threatened litigation, proceeding or administrative
      investigation of any kind or nature (including, without limitation, any
      matter (including audits) involving the Internal Revenue Service, or other
      federal or state taxing
authorities);

            


    

    
      	
                  b.  

            	
              Seller
      is not in default with respect to any judgment, order, writ, injunction,
      decree, or award applicable to it or the Assets of any court or other
      governmental instrumentality or arbitrator;
and

            


    

    
      	
                  c.  

            	
              Seller
      has not been served with any now pending suit, action, or legal,
      administrative, arbitration, or other proceeding or governmental
      investigation in which an unfavorable decision, ruling, or finding would
      render unlawful or otherwise materially adversely affect the consummation
      of the transactions contemplated by this Agreement, and the Seller's best
      knowledge, no such suit, action, or legal, administrative, arbitration, or
      other proceeding or governmental investigation has been instituted or is
      threatened.

            


    

    
      	
              2.7  

            	
              Compliance with
      Law.  Seller is not in violation of, or in default with
      respect to, or in alleged violation of or alleged default with respect to,
      any applicable law, rule, regulation, permit, or any writ or decree of any
      court or any governmental commission, board, bureau, agency, or
      instrumentality, including without limitation, any laws, ordinances,
      rules, regulations, permits, or orders relating to the business of TTG, or
      the business operations and practices, health and safety, and employment
      practices of TTG.

            


    

    
      	
              2.8  

            	
              Taxes.  Except
      as set forth on Schedule 2.8 hereto, Seller has filed, when due, with all
      appropriate governmental agencies, all tax returns, estimates, reports,
      and statements to be filed by it (collectively, the
      “Returns”).

            

    a. 
Each of
the Returns is true, complete, proper, and accurate in all
respects;

    
      	
                  b.  

            	
              Seller
      has paid, when due and payable, all requisite income taxes, sales, use,
      property and transfer taxes, levies, duties, licenses and registration
      fees, and charges of any nature whatsoever and workers' compensation and
      unemployment taxes, including interest and penalties
      thereon.  Seller has withheld all tax required to be withheld
      under applicable tax laws and regulations, and such withholdings have
      either been paid to the respective governmental agencies or set aside in
      accounts for such purpose;

            


    

    
      	
                  c.  

            	
              Seller
      has not given or been requested to give, or executed, any extension of
      time or waiver of any statute of limitations with respect to Federal,
      state, or other political subdivision income or other tax for any
      period;

            


    

    
      	
                  d.  

            	
              Seller
      has not received any notice of deficiency or assessment issued or proposed
      deficiency or assessment by the Internal Revenue Service or any other
      taxing authority; and

            


    

    
      	
                  e.  

            	
              There
      is no pending audit or inquiry of Seller, nor has Seller received any oral
      or written notice of any proposed audit or inquiry by any taxing authority
      or jurisdiction.

            


    

    
      	
              2.9  

            	
              Finder's
      Fees.  None of Seller or anyone acting on their behalf
      has employed any financial advisor, broker, or finder or incurred any
      liability for any financial advisory, brokerage, or finder's fee or
      commission in connection with this Agreement or the transactions
      contemplated hereby.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE THREE

    
      	
              3  

            	
              Representations,
      Warranties, and Agreements of
Purchaser

            


    

    
      	
              3.1  

            	
              Organization and
      Standing of Purchaser.  Purchaser is a corporation duly
      organized, validly existing and in good standing under the laws of the
      state of Texas.  Purchaser has full requisite power and
      authority to carry on its business as it is now being
      conducted.  Purchaser is duly authorized and qualified to carry
      on its business in the manner as now conducted in each state in which
      authorization and qualification is
required.

            


    

    
      	
              3.2  

            	
              Capacity to Enter into
      Agreement.  Purchaser has full right, power, and
      authority to execute and deliver this Agreement and all other agreements,
      documents, and instruments to be executed in connection herewith and
      perform its obligations hereunder and thereunder. The execution and
      delivery by Purchaser of this Agreement and all other agreements,
      documents, and instruments to be executed by Purchaser in connection
      herewith have been authorized by all necessary action by
      Purchaser.  When this Agreement and all other agreements,
      documents, and instruments to be executed by Purchaser in connection
      herewith are executed by Purchaser and delivered to Seller, this Agreement
      and such other agreements, documents, and instruments will constitute the
      valid and binding agreements of Purchaser or enforceable against Purchaser
      in accordance with their respective terms, except as such enforceability
      may be limited by or subject to (a) any bankruptcy, insolvency,
      reorganization, moratorium, or other similar laws relating to creditors'
      rights generally; and (b) general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

            


    

    
      	
              3.3  

            	
               Conflicts.  The
      execution, delivery, and consummation of the transactions contemplated by
      this Agreement will not:  (a) violate any judgment against, or
      binding upon, Purchaser or upon the assets of Purchaser, (b) result in the
      creation of any lien, charge, or encumbrance upon any assets of Purchaser
      pursuant to the terms of any such contract, or (c) violate any provision
      in any charter document of Purchaser, or any other agreement affecting the
      governance and control of Purchaser, such that any such violation,
      conflict, breach, termination, or creation would materially adversely
      affect the consummation of the transactions contemplated by this
      Agreement.

            


    

    
      	
              3.4  

            	
              Litigation.  Purchaser
      has not been served with any now pending suit, action, or legal,
      administrative, arbitration, or other proceeding or governmental
      investigation in which an unfavorable decision, ruling, or finding would
      render unlawful or otherwise materially adversely affect the consummation
      of the transactions contemplated by this Agreement, and the best of
      Purchaser's knowledge, no such suit, action, or legal, administrative,
      arbitration, or other proceeding or governmental investigation has been
      instituted or is threatened.

            


    

    
      	
              3.5  

            	
              Finder's
      Fees.  Neither Purchaser nor anyone acting on its behalf
      has employed any financial advisor, broker, or finder or incurred any
      liability for any financial advisory, brokerage or finder's fee, or
      commission in connection with this Agreement or the transactions
      contemplated hereby.

            


    

    


    ARTICLE FOUR

    
      	
              4  

            	
              Certain
      Agreements

            


    

    Following
the date hereof, each party shall execute and deliver such other documents, and
take such other actions, as may be reasonably requested by the other party to
vest in Purchaser full right title and interest in and to the Assets, to
complete the transactions contemplated by this Agreement and to allow each party
fully to enjoy and exercise the rights accorded to and acquired by it under this
Agreement or any other agreement entered into pursuant hereto.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE FIVE

    
      	
              5  

            	
              Survival and
      Indemnity

            


    

    
      	
              5.1  

            	
              Survival of
      Representations and Warranties.  All of the
      representations and warranties made by the parties hereto in this
      Agreement or pursuant hereto, shall be continuing and shall survive the
      closing hereof and the consummation of the transactions contemplated
      hereby, notwithstanding any investigation at any time made by or on behalf
      of any party hereto, for a period of two years after the date of this
      Agreement.

            


    

    
      	
              5.2  

            	
              Indemnification by
      Seller.  Seller shall protect, indemnify, and hold
      harmless Purchaser and Purchaser’s shareholders, directors, officers,
      employees, agents, affiliates, successors, and assigns from any and all
      demands, claims, actions, causes of actions, lawsuits, proceedings,
      judgments, losses, damages, injuries, liabilities, obligations, expenses,
      and costs (including costs of litigation and attorneys' fees), arising
      from any breach of any agreement, representation or warranty made by any
      of them in this Agreement.

            


    

    
      	
              5.3  

            	
              Indemnification by
      Purchaser.  Purchaser shall protect, indemnify and hold
      harmless Seller, and Seller's shareholders, directors, officers, members,
      managers, and Seller's employees, agents, affiliates, successors, and
      assigns, from any and all demands, claims, actions, causes of actions,
      lawsuits, proceedings, judgments, losses, damages, injuries, liabilities,
      obligations, expenses, and costs (including costs of litigation and
      attorneys' fees), arising from any breach of any agreement,
      representation, or warranty made by it in this
  Agreement.

            


    

    


    ARTICLE SIX

    
      	
              6  

            	
              Miscellaneous

            


    

    
      	
              6.1  

            	
              Notices.  Any
      notices, requests, demands, or other communications herein required or
      permitted to be given shall be in writing and may be personally served,
      sent by United States mail, sent by an overnight courier who keeps proper
      records regarding its deliveries, faxed, or emailed. Notice shall be
      deemed to have been given if personally served, when served, or if mailed,
      on the third business day after deposit in the United States mail with
      postage pre-paid by certified or registered mail and properly addressed,
      or if sent by overnight courier as aforesaid with charges being billed to
      the sender, when received by the party being notified, or if faxed, when
      the person giving the notice receives a confirmation statement with all
      relevant details indicating that the fax was properly received, or if
      e-mailed, when the person giving the notice receives a confirmation
      statement with all relevant details indicating that the e-mail was
      properly received. As used in this Agreement, the term “business day”
      means days other than Saturday, Sunday, and holidays recognized by Federal
      banks.  For purposes of this Agreement, the physical addresses,
      fax numbers, and e-mail addresses of the parties hereto shall be the
      physical addresses, fax numbers, and e-mail addresses as set forth on the
      signature pages of this Agreement.  Any party to be notified
      hereunder may change its physical address, fax number, and e-mail address
      by notifying each other party hereto in writing as to the new physical
      address, fax number, and e-mail address for sending
    notices.

            


    

    
      	
              6.2  

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one and the same
      instrument.

            


    

    
      	
              6.3  

            	
              Amendments and
      Waivers.  This Agreement may be amended, modified, or
      superseded only by written instrument executed by all parties
      hereto.  Any waiver of the terms, provisions, agreements,
      covenants, representations, warranties, or conditions hereof shall be made
      only by a written instrument executed and delivered by the party waiving
      compliance.  The failure of any party at any time or times to
      require performance of any provision hereof shall in no manner affect the
      right to enforce the same.  No waiver by any party of any
      condition, or of the breach of any term, provision, agreements, covenant,
      representation, or warranty contained in this Agreement in one or more
      instances shall be deemed to be or construed as a further or continuing
      waiver of any such condition or breach or a waiver of any other condition
      or the breach of any other term, provision, agreements, covenant,
      representation, or warranty.

            


    

    
      	
              6.4  

            	
              Time of
      Essence.  Time is of the essence in the performance of
      this Agreement.

            


    

    
      	
              6.5  

            	
              Captions.  The
      captions contained in this Agreement are solely for convenient reference
      and shall not be deemed to affect the meaning or interpretation of any
      Article, Section, or paragraph
hereof.

            


    

    
      	
              6.6  

            	
              Entire
      Agreement.  This Agreement (including the schedules and
      exhibits hereto, the Financial Statements, and all supporting agreements
      referred to herein, all of which are by this reference fully incorporated
      into this agreement) sets forth the entire agreement and understanding of
      the parties with respect to the transactions contemplated hereby, and
      supersedes all prior agreements, arrangements, and understandings relating
      to the subject matter hereof.

            


    

    
      	
              6.7  

            	
              Assignment, and
      Successors and Assigns.  No party hereto may assign any
      of its rights, interests, or obligations under this Agreement without the
      prior written consent of the other parties.  All of the terms,
      provisions, agreements, covenants, representations, warranties, and
      conditions of this Agreement shall be binding upon and shall inure to the
      benefit of and be enforceable by the parties hereto and their respective
      heirs, legal representatives, permitted assigns, and
      successors.

            


    

    
      	
              6.8  

            	
              Knowledge, Gender, and
      Certain References.  Whenever a representation or
      warranty made herein is made to the best of any entity's knowledge, such
      representation or warranty is based only on the actual knowledge or belief
      of the entity's management without any independent investigation on the
      part of such management or any other person although such management has
      no reason to believe that the representation or warranty made was not true
      as of the date which it speaks.  Whenever from the context it
      appears appropriate, each term stated in either the singular or the plural
      shall include both the singular and the plural, and pronouns stated in the
      masculine or the neuter gender shall include the masculine, the feminine
      and the neuter gender.  The terms “hereof,” “herein,” or
      “hereunder” shall refer to this Agreement as a whole and not to any
      particular Article, Section, or paragraph
  hereof.

            


    

    
      	
              6.9  

            	
              Applicable Law,
      Mandatory Venue, and Draftsmanship. This Agreement has been
      executed in Harris County, Texas.  THIS AGREEMENT SHALL BE
      GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE LOCAL, INTERNAL LAWS OF THE
      STATE OF TEXAS.  The parties hereto stipulate and agree that the
      courts of the State of Texas shall have in personam jurisdiction for any
      claim, lawsuit, or proceeding regarding this Agreement, and that mandatory
      venue for any such claim, lawsuit, or proceeding shall be in any state or
      federal court having competent jurisdiction located in Harris County,
      Texas.  Each party hereto hereby acknowledges and agrees that it
      has consulted legal counsel in connection with the negotiation of this
      Agreement and that it has bargaining power equal to that of the other
      parties hereto in connection with the negotiation and execution of this
      Agreement.  Accordingly, the parties hereto agree that the rule
      of contract construction that an agreement shall be construed against the
      draftsman shall have no application in the construction or interpretation
      of this Agreement.

            


    

    
      	
              6.10  

            	
              Severability.  If
      any term, provision, agreements, covenant, or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      void, or unenforceable, the remainder of the terms, provisions,
      agreements, covenants, and restrictions shall remain in full force and
      effect and shall in no way be affected, impaired, or
      invalidated.

            


    

    
      	
              6.11  

            	
              Costs, Expenses, and
      Fees.  Each party hereto agrees hereby to pay all costs,
      expenses, and fees incurred by it in connection with the transactions
      contemplated hereby, including, without limitation, all attorneys' and
      accountants' fees.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above
written.

    


    Bluegate
Corporation

    


    By: /s/ Charles E.
Leibold

           Charles
E. Leibold

           Chief
Financial Officer

    November 7, 2009

    cleibold@bluegate.com

    


    Trilliant
Corporation

    


    By: /s/ William Koehler


    William Koehler

    President

    November 7, 2009

    wkoehler@trilliantconsulting.com

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Schedule 1.1.1 - Lists Of
Machinery, Equipment And Other Tangible Personal Property

    


    
      	
              Hardware
      Configuration

            	
              Device

            
	
              Dell
      GX520, Serial Number:  B836T91

              Laptop
      Dell D830, Serial Number:  2ZR7JF1

            	
              Lynne’s
      Computer(a)

              Lynne’s
      Laptop(d)

            
	
              Dell
      GX620, Serial Number:  CKZ1PB1

               

            	
              Larry’s
      Computer(c)

            
	
              Laptop
      Dell D820, Serial Number:  45RPLC1

            	
              Trent’s
      Laptop(b)

            
	
              Dell
      Optiplex GX620, Serial Number: D61Q3B1

            	
              Bill’s
      Computer(e)

            
	
              Plotter
      is not in working order per Trent

               

            	
              HP
      Plotter

            
	
              a –
      Includes peripherals (monitor, keyboard, mouse); Office 2003 Pro; Acrobat
      6.0 Std

            	 
      
	
              b –
      Includes power supply, Office 2003 Basic and 2007 Std; Acrobat 8.0 Std
      & Pro; Visio 2007 and Autocad

            	 
      
	
              c -
      Includes peripherals (monitor, keyboard, mouse); Office 2003 Basic and
      2007 Pro; Project

            	 
      
	
              d –
      Includes power supply, Office 2003 Basic; Acrobat 6.0 Std; Visio 2007;
      Project 2007

            	 
      
	
              e -
      Includes peripherals (monitor, keyboard, mouse); Office Sm Bus; Acrobat
      8.0 Std; Visio; Project

            	 
      
	
              Furniture

            	 
      
	
              Conference
      Room Table – (unassembled in File Room)

            	 
      
	 
      	 
      


    

    


    Schedule 1.1.2 – Accounts
Receivable Owed to TTG going to Purchaser

    None

    


    Schedule 1.1.3 – Programs
and Software

    


    
      	
              Software
      - Wholly owned by Trilliant

            
	
              LTMS

            
	
              Trilliant
      Health ID

            
	
              DMS
      - Document Management system

            
	
              Signature
      software solution

            
	
              e-Cast
      - Customer accounting and shipment
tracking

            


    

    


    Schedule 1.1.4 – Lists Of
Telephone And Fax Numbers, Internet Matters, And Mailboxes

    
      	
              1.  

            	
              Houston

            


    

    
      	
              a.  

            	
              Phone
      – 713-263-9200

            


    

    
      	
              b.  

            	
              Fax
      – 713-263-9394

            


    

    
      	
              2.  

            	
              Web
      Addresses

            


    

    
      	
              a.  

            	
              www.Trillianttech.com

            


    

    
      	
              b.  

            	
              www.Trilliant.net

            


    

    
      	
              c.  

            	
              www.taughtonline.com

            


    

    
      	
              3.  

            	
              Email
      Accounts

            


    

    
      	
              a.  

            	
              All
      email address associated with the above Web
  addresses.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Schedule 1.1.6 –
Intellectual Properties

    


    
      	
              Documentation - Wholly owned by
      Trilliant
      *

            
	
              RFP's
      to procure voice systems - TDM and VOIP

            
	
              RFP's
      to procure data networking equipment

            
	
              RFP's
      to procure inside and outside cable plants

            
	
              RFP's
      to procure telecommunications and bandwidth services

            
	
              RFP's
      to procure maintenance service for voice, data and video equipment and
      networks

            
	
              RFP's
      to procure paging systems and the cabling to support
  them

            
	
              RFP's
      to procure video equipment and cable to support them

            
	
              RFP's
      to procure Nurse call Systems and the cabling to support
    them

            
	
              RFP's
      to procure Software for Medical facilities

            
	
              All
      historical documentation in written and electronic
  form

            


    

    


    
      	
              *

            
	
              Multiple
      versions for multiple vertical industries of RFP’s in both stand alone and
      AIA format

            
	
              For
      all RFP documents the existing:

              - Sales
      contracts for all RFP's

              - Evaluation
      tools

              - Executive
      summary's, ready for board level
presentations

            


    

    


    Schedule 1.2 – Excluded
Assets

    
      	
              1)  

            	
              All
      rights and claims of Seller under any of the Seller’s insurance
      policies;

            


    

    
      	
              2)  

            	
              All
      assets of any of Seller’s employee benefit
  plans;

            


    

    
      	
              3)  

            	
              All
      outstanding receivables dated prior to the Agreement
  Date;

            


    

    
      	
              4)  

            	
              All
      claims, rights and interest in and to any prepayment or refunds of
      federal, provincial, state or local franchise, income or other taxes or
      fees of any nature whatsoever which relate solely to the period up to and
      including the date of this
Agreement;

            


    

    
      	
              5)  

            	
              All
      of Seller’s minute books and other books and records relating to internal
      corporate matters, and all other books and records not related to the
      business conducted with the Assets.

            


    

    


    Schedule 1.4 – List of
Assumed Liabilities

    Any fees
due to Lynne Randall and/or Larry Walker incurred since October 1,
2009.

    


    Schedule 1.5 – Seller’s
Deliveries

    Seller
will amend and file a UCC with the Secretary of State before November 30, 2009
removing all security interests and liens on the Assets and provide a copy of
such filing to the Purchaser.

    


    


    Schedule 2.4 – Excluded
Intellectual Properties

    None

    


    Schedule 2.6 –
Litigation

    Trilliant
Technology Group, Inc. (“TTG”) received a notice from the Internal Revenue
Service (“IRS”) dated August 20, 2009 relating to Form 940 for the period ending
December 31, 2006 assessing a balance, accrued interest and late payment penalty
totaling $4,762.75.

    


    Trilliant
Corporation (“Trilliant”) received a notice from the Texas Workforce Commission
(“TWC”) dated September 15, 2009 relating to the quarterly filing ending March
31, 2006 assessing a tax and interest for late payment of tax totaling
$132.74.

    


    We have
been in contact with the IRS and TWC and were informed that the TWC did not have
any filings for TTG and was applying all of the filings for both TTG and
Trilliant to Trilliant. Once the TWC revises their records, we believe that both
of the above matters will result in no additional amounts due.

    


    Schedule 2.8 –
Taxes

    Trilliant
Technology Group, Inc. (“TTG”) received a notice from the Internal Revenue
Service (“IRS”) dated August 20, 2009 relating to Form 940 for the period ending
December 31, 2006 assessing a balance, accrued interest and late payment penalty
totaling $4,762.75.

    


    Trilliant
Corporation (“Trilliant”) received a notice from the Texas Workforce Commission
(“TWC”) dated September 15, 2009 relating to the quarterly filing ending March
31, 2006 assessing a tax and interest for late payment of tax totaling
$132.74.

    


    We have
been in contact with the IRS and TWC and were informed that the TWC did not have
any filings for TTG and was applying all of the filings for both TTG and
Trilliant to Trilliant. Once the TWC revises their records, we believe that both
of the above matters will result in no additional amounts due.

     

    
      
        
        

      

      
        7