EXECUTION VERSION

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

                                    Between

                            SIVAULT ANALYTICS, INC.


                                      and


                                 @POS.COM, INC.




                        Date of Agreement: March 2, 2004


                                      E-68
<PAGE>

                                                               EXECUTION VERSION

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS  AGREEMENT  FOR  PURCHASE  AND  SALE  OF  ASSETS  (this  "Agreement"),
                                                               ---------
dated  as  of  March 2, 2004 (the "Effective Date"),is entered into by and among
                                   --------------
SiVault Analytics, Inc. ("Buyer"), a Delaware corporation with a principal place
                          -----
of  business  at  2033  Gateway Place, Suite 500, San Jose, California 95110 and
@POS.com,  Inc.,  ("@POS")  a  Delaware  corporation,  with a principal place of
                    ----
business  at  3051  North  First  Street,  San  Jose,  California  ("Seller").
                                                                     ------

RECITALS
--------
A.  Seller  is  engaged  in  the business of providing secure mobile information
systems  that  integrate  application-specific hand-held computers with wireless
networks  for  data,  voice  and  bar  code  data  capture;

B.  Seller  desires to sell, and Buyer desires to purchase, substantially all of
the  assets of Seller related to that division of Seller's business known as the
Crossvue Business (as defined below), for the consideration and on the terms set
forth  in  this  Agreement.

NOW,  THEREFORE, in consideration of the promises and mutual covenants contained
in  this  Agreement,  the  parties  agree  as  follows:

                                    AGREEMENT
                                    ---------

1.  Definitions.  For  purposes  of this Agreement, the following terms have the
meanings  set  forth  in  this  Section  1.

1.1.  "Assets"  means:

(a)  The  specific  tangible  and  intangible  assets  set  forth  on schedule 1
                                                                      ----------

(b)  All  miscellaneous  hardware  and  tangible  items  (manuals) that are used
exclusively with the tangible assets set forth on $jj Or used exclusively in the
Crossvue  Business,  (These  items  are  not  separatel.y listed for the sake of
brevity);  and

(c)  All  goodwill  associated  with  the  foregoing  assets.

1.2.  'Books and Records" means all files, documents, instruments, papers, books
and  records.

1.3.  'Closing"  means  the  closing of the sale and transfer of the Assets from
seller  to  Buyer.

1.4. 'Closing Date" means March 17, 2004, or such other date as Buyer and Seller
may  agree  in  writing.


                                      E-69
<PAGE>

1.5.  "Copyrights"  means  all  worldwide copyright rights (including common law
rights)  owned  or  controlled  by one of the parties, as appropriate, including
rights  to  reproduce and all registrations and applications for registrations
therefore.

1.6.  "Crossvue  Business"  means  that  certain  portion  of Seller's business
conducted  through  its  wholly  owned  subsidiary  Crossvue, Inc. ("Crossvue"),
related to capturing sales receipt transaction data for the purpose of providing
access  to  such  sales  receipt  transaction  data  as  an  application service
provider,  except  as  otherwise  set  forth in this Agreement and the Schedules
hereto.

1.7.  "Seller  Employees"  means any individual employed by Seller or any of its
affiliates.

1.8.  "Encumbrance"  means  any  mortgage,  lien,  pledge,  encumbrance,  claim,
condition or restriction, of' any nature whatsoever, dirzct or indirect, whether
accrued,  absolute,  contingent  or  otherwise.

19. "Excluded Assets" means all the assets and properties of Seller that are not
included  in  the  Assets  (as  defined  above).

1.10.  "Intellectual  Property  Rights"  means  all  Copyrights, know-how, Trade
Secrets  Trademarks,  marketing  procedures,  software,  vendors lists, customer
lists,  customer  files  and  customer records owned or controlled by one of the
parties,  as  appropriate.

1.11.  "Legal  Proceeding"  means  any  action,  suit,  litigation,  arbitration
proceeding  (including  any  civil,  criminal,  administrative, investigative or
appellate  proceeding),  hearing,  inquiry,  audit, examination or investigation
commenced,  brought, conducted or heard by or before, or otherwise involving any
court  or  other  governmental body or any third party arbitrator or arbitration
panel.

1.12.  "Net  Receipts"  means  gross  revenues  accrued by Buyer from all sales,
licenses  or  other  transactions  or  other commercial exploitation pursuant to
which  customers  are  permitted  use  of  the  "Hosted Services" (as defined in
Schedllel  hereto)  included  in  the  Assets set fbrth in Schedule I, minus any
deductions  or  offsets  generally  used  by Buyer to calculate its reported net
revenues  in  accordance  with  generally  accepted  aocountng  principles.  For
purposes  of  determining  Net  Receipts,  the  following  rules  shall  apply:

(a)  If  the  Hosted  Services are sold or licensed with other products or works
(including  any enhancements to the Hosted Services owned by Buyer) in a package
for a single price, the Net Receipts attributable to the Hosted Services will be
determined  by  prorating  the  receipts from the sale or license of the package
according to the values established by Buyer for the separate works contained in
the  package whether or not such works are sold or licensed separately, provided
that  such  values are reasonably related to the values, marketing potentials or
cost of the separate products and are consistent with prices customarily charged
in  the  industry.

(b)  Net  Receipts  will  not  include  any receipts from copies of any software
combining  the  Hosted  Services  which  are  distributed  by  Buyer to existing
customers  as  back-up  or replacement copies, nor will Net Receipts include any
receipts  from  copies of the Hosted Services, supplied for promotional purposes
to the press, trade, sales representatives or potential customers for the Hosted


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<PAGE>

Services.  Net Receipts shall not include the following items (to the extent to
which  they are included in the gross revenue underlying such Net Receipts): (1)
trade  and  bona  tide  quantity  discounts (but not cash discounts, advertising
allowances,  or  commissions  paid to any salesman, sales agent or manufacturers
representative); (2) sales, use, and other similar taxes; and (3) import, export
and  excise  taxes,  custom  duties,  and  consular  fees.

1.13.  "Person"  means any individual, partnership, corporation, business trust,
limited  liability  company  or  partnership,  joint  stock  company,  trust,
unincorporated  assoc1ation,  joint  venture  or  entity,  or governmental body.

1.14. "Taxes" means any federal, state, local or foreign net income, alternative
or  ad-on  minimum,  gross  income,  gross receipts, sales, use, value-added, ad
valorem,  franchise,  capital  stock, license, withholding, payroll, employment,
excise,  severance,  stamp,  property,  environmental  or windfall property tax,
customs  duty  or other tax, governmental fee or other like assessment or charge
of  any  kind whatsoever, together with any interest or any penalty, addition to
tax  or  additional  amount  impose  by  any governmental authority (domestic or
foreign)  responsible  for  the  imposition  of  any  such  tax

1.15,  "Third  Party  Contracts" means the contracts, commitments and agreements
listed  on Schedule 1, and includes without limitation the Third Party Licenses.
           ----------

1.16.  "Third  Party  Licenses"  means the licenses with third parties listed on
Schedule  1.
------------

1.17.  "Trade  Secrets"  means  all  worldwide  trade  secrets  and confidential
business  information owned or controlled by one of the parties, as appropriate,
that  has  economic  value  as  a  result  of  not  being  known  to  others.

1.18.  "Trademarks" means all worldwide trademarks, common law trademarks, trade
names,  service marks, common law service marks and service names, together with
all  registrations  and  applications  for  registration  therefor.

2.  Purchase  of  Assets; Consideration.
    ------------------------------------

2.1.  Sale  and  Purchase. Subject to the terms and conditions set forth in this
      --------------------
Agreement,  on the closing Date, Seller shall sell, convey, assign, transfer and
deliver  to  Buyer,  and  buyer  shall  purchase and obligate to pay for, all of
Seller's  right,  title and interest in and to and under all the Assets, but not
any  Excluded  Assets.  The parties acknowledge that this sale and purchase does
nor  convey  any license r interest, including, without limitation, any interest
arising  through  estoppel  or  implied  license,  in  any  patents  or  patent
applications,  and  that all licenses under such patents and patent applications
are  granted  only  by  the  license  provided  in  section  8,5(b).

2.2.  Consideration.  Subject  to  the  terms  and  conditions set forth in this
Agreement, Buyer will pay Seller for the Assets the following (collectively, the
"Purchase Price"):
---------------


                                      E-71
<PAGE>

(a)  During  the  remainder  of  Buyer's  current  fiscal  year  (i.e.  the year
commencing  on January 1, 2004 and ending on December 31, 2004), Buyer shall pay
no  consideration  to  Seller;

(b)  During  Buyer's  second fiscal year following the Effective Date. (i.e. the
year  commencing on January 1, 2005 and ending on December 31,2005), Buyer shall
pay  Seller  10%  of  any Net Receipts accrued by Buyer during such fiscal year;

(c)  During Buyer's third fiscal year following the Effective Date (i.e the year
commencing  on January 1, 2006 and ending on December 31, 2006), Buyer shall pay
Seller  8%  of  any  Net  Receipts  accrued  by  Buyer  during such fiscal year;

(d)  During  Buyer's  fourth  fiscal year following the Effective Date (i.e. the
year  commencing  on  January  1,  2007 and ending on December 31, 2007) and any
subsequent  fiscal  years  (or  any  portion  thereof)  included in the period
commencing  on  January 1, 2008, Buyer shall pay Seller 6% of any Net Receipts
accrued by Buyer during each such fiscal yean This amount shall be reduced to 5%
of  any  Net  Receipts  accrued by Buyer at such time as all patents licensed by
Seller  in section 8,5(b) have expired or been declared invalid or unenforceable
by  a  court  of  competent  jurisdiction.

(e)  All  amounts  payable  under  this  Section  2.2  shall  be due and payable
quarterly. Buyer shall pay Seller, within thirty (30) days after the last day of
each  applicable  calendar  quarter,  the total amount owed to Seller under this
Section  2.2  on account of Net Receipts accrued by Buyer during the immediately
preceding  calendar  quarter  if  Buyer  agrees  to  keep  accurate  records  in
sufficient  detail to properly determine the amount payable to Seller under this
Agreement.  Buyer  will keep such records for at least three (3) years following
the  end of the calendar quarter to which they pertain, and Buyer agrees to make
available  such  records for inspection during such period by a certified public
accountant  retained  by  Seller  for  such  purpose  solely  for the purpose of
verifying  proper  payment  by  Buyer.

(g)  Such  inspections  may be made during normal working hours and no more than
once  in  every  six  (6) months at reasonable times mutually agreed upon by the
parties after fifteen (15) days notice to Buyer. The certified public accountant
will execute a reasonable confidentiality agreement prior to commencing any such
inspection.  Such  certified  public  accountant shall be permitted to report to
Seller  only  the  information reasonably necessary to determine the appropriate
payments  due  under this Agreement, If such accounting firm determines that any
additional  amounts  are  due  Seller,  Buyer will promptly make payment of such
amounts  to Seller. Seller shall pay the expenses of the accounting firm, unless
such  additional  amounts  determined by the accounting firm are in excess often
percent  (10%)  of the amount actually paid to Seller over the period covered by
the  inspection,  in  which case Buyer shall promptly pay Seller such additional
amounts  and  the  accounting  firm's  reasonable  fees  for  such  audit.


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<PAGE>

2.3.  Assumed  and  Excluded  Liabilities.
      ------------------------------------
Buyer  shall  assume, as of the Closing Date, the obligations and liabilities of
Seller  relating  to the Crossvue Business and set forth on attached hereto, but
only to the extent that such obligations and liabilities arise after the Closing
Date  and relate to benefits to be received by Buyer after the Closing Date (the
"Assumed Liabilities") (the  "Assumed  Liabilities").  Except  for  the  Assumed
Liabilities,  Buyer will not assume, perform or be liable for any liabilities or
obligations  of  Seller.

2.4.  Sales  and other.  Seller agrees to pay and discharge when due, any sales,
      -----------------
use,  transfer,  excise and other like taxes imposed or levied by any government
or  governmental  agency in the United States by reason of the sale and transfer
of  the  Assets  under  this Agreement (collectively, the "Transfer Taxes"), The
parties  shall  cooperate with each other to the extent reasonably requested and
legally  permitted  to  minimize  the  Transfer  Taxes.

3.  Seller.  Except as disclosed it Seller's Disclosure Schedule attached hereto
    -------
as  Exhibit  A  ("Seller's  Disclosure  Schedule")  (which  shall be arranged in
    ----------    ------------------------------
sections  and  subsections  corresponding  to  the  numbered  sections  of  this
Agreement  and  apply to the representations and warranties of the corresponding
section  of this Agreement), each Seller hereby jointly and severally represents
and  warrants  to  Buyer  that  as  of  the  Effective  Date:

3.1.  Organization  and  Good  Standing. Seller is a corporation duly organized,
      ----------------------------------
validly  existing arid iii good standing under the laws of Delaware, and has the
requisite corporate power to own and operate its properties and assets, and to
carry on its business as presently conducted. Seller is qualified to do business
in  every  jurisdiction for which qualification is required unless the absence
of  qualification  would not have a material adverse effect on Seller's business
as  it  relates  to  the  Assets.

3.2. Authority; Consents and Approvals. Seller has all necessary corporate power
     ----------------------------------
and  authority  to  execute,  deliver  and  perform  its  obligations under this
'Agreement  and  to  consummate  the  transactions contemplated hereby, and such
actions  have  been  duly  authorized  by  all necessary corporate actions. This
Agreement,  and the agreements, certificates, instruments and other documents to
be  delivered by the Seller in connection with this Agreement (collectively with
this Agreement, the "Seller Transaction Documents"), have been duly executed and
                     ----------------------------
delivered  by  Seller  and constitute the legal, valid and binding obligation of
Seller  enforceable against Seller in accordance with their terms (i) subject to
laws  of general application relating to bankruptcy, insolvency, reorganization,
moratorium,  fraudulent conveyance and other similar laws of general application
affecting  enforcement  of creditors' rights generally, and (ii) except that the
availability  of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the  discretion of the court before which any proceeding thereof may be brought.
Except  as  set  forth  on  Section  6.1(g)  of Seller's Disclosure Schedule, no
                            ------------------------------------------------
consent, approval or authorization of or designation, declaration or filing with
any  governmental authority on the part of Seller is required in connection with
the  valid  execution,  delivery  and  performance  by  Seller  of  the  Seller
Transaction  Documents,  and  the  consummation  by  Seller  of the transactions
contemplated  thereby.


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<PAGE>

3.3.  No  Breach  or  Violation.  Assuming  receipt of the consents set forth on
      --------------------------
Section  6.1(g)  of  Seller's  Disclosure  Schedule, the execution, delivery and
---------------------------------------------------
performance  of the Seller Transaction Documents by Seller, and the consummation
by  Seller  of  the  transactions  contemplated  thereby,  will not result in or
constitute  any of the following: (i) a material default, breach or violation or
an  event  that,  with  notice  or  lapse  of  time or both, would be a material
default,  breach  or  violation of the charter documents of Seller or any of the
Third Party Contracts; (ii) the creation of any material mortgage, pledge, lien;
encumbrance or charge upon any of the Assets; (iii) the acceleration of Seller's
performance  pursuant  to  any  Third  Party  Contract;  and  (iv)  the material
violation  of any applicable law, ordinance, rule, regulation, judgment, permit,
order  or  decree  of  any  court  or  other  governmental  body,  department,
instrumentality,  agency  or  subdivision  having,  asserting  or  claiming
jurisdiction  over  any  of  the  Assets,  except  where  such  default, breach,
violation,  lien,  encumbrance or acceleration would not reasonably he expected
to  have  a  material  adverse  affect  on  the  Crossvue  Business.

3.4 Title to Assets. Seller collectively has good valid title to (or in the case
    ----------------
of  leased  Assets,  valid  and  enforceable  leasehold interests in) all of the
Assets,  free and clear of Encumbrances. Seller has the right and power to sell,
convey,  assign, transfer and deliver to Buyer all of Seller's title, rights and
interest  in  and  to  the  Assets  free  and  clear  of  Encumbrances.

3.5  Condition of Tangible Assets. All  tangible  personal  property,  including
     -----------------------------
machinery  and  equipment,  if  any, included in the Assets is in good operating
condition  and  repair, ordinary wear and tear and routine maintenance excluded.

3.6  Intellectual  Property  Rights.  Schedule  1  lists  all  software  being
     -------------------------------  -----------
transferred  by  Seller  for  use  in  operating  the  Crossvue  Business.

3.7  Errors;  Product  Liability.  Seller  has  delivered,  or will prior to the
---------------------------------
Closing  deliver,  to  Buyer  a descriptive list of unresolved errors (including
without  limitation  "bugs") and unresolved non-conformities to specification in
the  Assets  that  constitute  source  code of which Seller is aware. No product
liability  claims  related  to  the  products of the Crossvue Business have been
communicated  to  or,  to  Seller's  knowledge, threatened against Seller or its
licensees,  nor  is there, to Seller's knowledge, any specific situation, set of
facts  or  occurrences  that  provides  a  valid  basis  for  such  claim.

3.8  Litigation. Except  as  set  forth  in  Section  3.8 of Seller's Disclosure
Schedule,  there is no claim, action, proceeding or investigation pending or, to
Seller's knowledge, threatened (a) against or by Seller involving the Assets, or
(b)  which  questions or challenges the validity of this Agreement or any action
taken  by  Seller  pursuant  to  this  Agreement  or  in  connection  with  the
transactions  contemplated hereby. Seller is not subject to any judgment, order
or  decree  entered.  in  any  lawsuit or proceeding which has had or may have a
material  adverse  effect  on  the  Crossvue  Business.

3.9 Sufficiency of Assets. The Assets and the licenses granted hereunder include
    ----------------------
all  of  the  assets  and licenses necessary to operate the Crossvue Business as
presently  conducted  by  Seller.


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<PAGE>

3.10  Compliance with Laws. Seller is not in violation of any US. federal, state
      ---------------------
or  local  statute,  law, rule or regulations with respect to the conduct of the
business  of  the  Crossvue  Business, except for such violations that would not
reasonably  be  expected  to  have  a,  material  adverse effect on the Crossvue
Business.  Seller  has not received any written notice from any Person regarding
any  actual  or  alleged  violation  of,  or  failure  to comply with, any legal
requirement  in  connection  with  the  conduct  of the business of the Crossvue
Business.  Seller has obtained all governmental licenses, orders, approvals, and
authorizations  required  in  connection  with the conduct of its business as it
relates  to  the  Assets,  except where failure to obtain such licenses, orders,
approvals  or authorizations would not reasonably be expected to have a material
adverse  affect  on  the  Crossvue  Business.

3.11 Complete Copies of Materials. Seller has delivered to or made available for
     ------------------------------
inspection  by  Buyer  true  and complete copies (or summaries) of each material
contract, agreement, license, lease and similar document included in the Assets.

3.12  Taxes.  With respect to any tax that is not an Excluded Liability (if any)
      ------
or  that  by operation of law could become a liability of Buyer as transferee or
successor  to  Seller,  Seller  has  completed  and timely filed all tax returns
required  to  be  filed by it and has paid all taxes that relate to the Assets
that  are  due  and  payable.  There is no claim pending for arty tax that is an
encumbrance or lien on the Assets and no audit of any tax return related to the
Assets  is  being  conducted  by  a  taxing  authority.

3.12  No Brokers. Seller is not obligated for the payment of fees or expenses of
     ------------
any  broker or finder in connection with the origin, negotiation or execution of
this  Agreement  or  in  connection  with  the  transfer of the Assets to Buyer.

3.13 Full Disclosure. None of the representations, warranties or statements made
     ----------------
by  Seller  in  or in connection with any of the Seller Transaction Documents or
made  in  any  document,  certificate,  memorandum or exhibit furnished or to be
furnished  by  Seller,  or on its behalf, pursuant to or in connection with this
Agreement  contains  or  will contain any untrue statement of a material fact or
omits  or will omit any material fact the omission of which would be misleading;
provided,  however, that with respect to any due diligence materials provided by
Seller to Buyer in connection with this Agreement, the foregoing representations
and  warranties  are  made  to  the  best  of  Seller's  knowledge.

4.  Representations and Warranties of  Buyer. Except  as  disclosed  in  Buyer's
    -----------------------------------------
Disclosure  Schedule  attached  hereto  as  Exhibit  B ("Buyer's  Disclosure
                                            ----------   -------------------
Schedule")(which  shall be arranged in sections and subsections corresponding to
--------
the  numbered  sections  of  this Agreement and apply to the representations and
warranties  of  the  corresponding  section  of  this  Agreement),  Buyer hereby
represents  and  warrants  to  Seller  that  as  of  the  Effective  Date:

4.1.  Organization  and  Good  Standing.  Buyer is a corporation duly organized,
      ----------------------------------
validly  existing  and  in good standing under the laws of Delaware, and has the
requisite  corporate  power to own and operate its properties and assets, and to
carry  on  its  business  as  presently  conducted.

4.2.  Authority; Consents and Approvals. Buyer has all necessary corporate power
and  authority  to  execute  deliver  and  perform  its  obligations  under this
Agreement  and  to  consummate  the  transactions  contemplated hereby, and such


                                      E-75
<PAGE>

action  has  been  duly  authorized  by  all  necessary  corporate  action. This
Agreement,  and the agreements, certificates, instruments and other documents to
be  delivered by Buyer in connection with this Agreement (collectively with this
Agreement,  the  "Buyer  Transaction  Documents"),  have  been duly executed and
                  -----------------------------
delivered  by  Buyer  and constitutes the legal, valid and binding obligation of
Buyer  enforceable  against  Buyer in accordance with their terms (i) subject to
Jaws  of general application relating to bankruptcy, insolvency, reorganization,
moratorium,  fraudulent conveyance and other similar laws of general application
affecting  enforcement. of creditors' rights generally, and (ii) except that the
availability  of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the  discretion of the court before which any proceeding thereof may be brought,
No  consent,  approval or authorization of or designation, declaration or filing
with  any third party or governmental authority on the part of Buyer is required
in connection with the valid execution, delivery and performance by Buyer of the
Buyer  Transaction  Documents  and the consummation by Buyer of the transactions
contemplated  thereby.

4.3.  No  Breach  or  Violation.  Buyer  is not in violation of any term of' its
      --------------------------
charter  documents.  The  execution,  delivery  and  performance  of  the  Buyer
Transaction  Documents  by  Buyer,  and  the  consummation  by  Buyer  of  the
transactions  contemplated  thereby, will not result in or constitute any of the
following:  (I)  a  material default, breach or violation or an event that, with
notice  or  lapse  of  time  or  both,  would  be  a material default, breach or
violation  of  the  charter  documents  of  Buyer  or  any  material  agreement,
instrument  or arrangement to which Buyer is a party or by which Buyer is hound,
or  (ii)  the  material  violation  of  any  applicable  law,  ordinance,  rule,
regulation,  judgment,  order or decree of any court or other governmental body,
department, instrumentality, agency or subdivision having, asserting or claiming
jurisdiction.

4.4.  Litigation. To Buyer's knowledge, there is no claim, action, proceeding or
      -----------
investigation  pending  or,  to  Buyer's knowledge, threatened (a) against or by
Buyer involving the Assets, or (b) which questions or challenges the validity of
this  Agreement  or  any  action taken by Buyer pursuant to this Agreement or in
connection  with  the  transactions contemplated hereby. Buyer is not subject to
any judgment, order or decree entered in any lawsuit or proceeding which has had
or  may  have  a  material  adverse  effect  on  its  ability  to consummate the
transactions  contemplated  hereby.

4.5.  No  Brokers. Buyer is not obligated for the payment of fees or expenses of
      ------------
any  broker or finder in connection with the origin, negotiation or execution of
this  Agreement  or  in  connection  with  the  transfer of the Assets to Buyer,

5.  Pre-Closing  Covenants.  Buyer  and  Seller  each agree (except as expressly
    -----------------------
contemplated  by  this  Agreement  or  to  the  extent  that  both parties shall
otherwise  consent in writing) that until the Closing or the termination of this
Agreement,  whichever  shall  first  occur:

5.1.  Access  and  Investigation.  Upon  reasonable advance notice received from
      ---------------------------
Buyer,  Seller  shall  (a)  afford  Buyer  and its representatives hill and free
access,  during  regular  business  hours,  to  the  employees and the Books and
Records  of  the  Crossvue  Business, subject to confidentiality obligations and
provided that such access does not unreasonably interfere with the operations of
Seller,  and  (I,) furnish Buyer and its representatives with copies of all such


                                      E-76
<PAGE>

Books  and Records, and other existing data relating to the Crossvue Business as
Buyer  may  reasonably  request,  subject  to  confidentiality  obligations.

5.2.  Ordinary  Course.  Seller  shall  use  commercially  reasonable efforts to
      -----------------
conduct  the business of the Crossvue Business in the ordinary course consistent
with  past  practice.  Seller  U)  will  not  sell, encumber, pledge, license or
otherwise  transfer  or  assign  any  0f  the  Assets,  including  the  Crossvue
Intellectual  Property  Rights, the Excluded Patents or other related intangible
assets,  or enter into any agreements with respect to such a transaction, except
in  the  ordinary  course  of  business,  and  (ii) to the extent related to the
Assets,  Seller  will  use  commercially  reasonable efforts to, in the ordinary
course of business, preserve its relationships with its suppliers, customers and
others  with  whom  it  deals  in  the  Crossvue  Business.

5.3.  Further  Action;  Filing.  Each  party  shall  use commercially reasonable
      -------------------------
efforts  to  take,  or  cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
the  transactions  contemplated by this Agreement, and to satisfy all conditions
set forth in Section 6 within such party's control and effect the closing as set
forth  in  Section  7.  Each  party  will  take  commercially reasonable actions
necessary to comply promptly with all applicable legal requirements which may be
imposed  on  such  party  with  respect  to the consummation of the transactions
contemplated  by  this  Agreement  and  will promptly cooperate with and furnish
information  to  the other party iii connection with any such requirements. Each
party will use all commercially reasonable efforts to obtain (and will cooperate
with  each  other  in  obtaining)  any consent, approval, order or authorization
from, and will use all commercially reasonable efforts to make any registration,
declaration  or other filing with, any governmental entity, domestic or foreign,
required to be obtained or made by either Buyer or Seller in connection with the
consummation  of  the  transactions  contemplated  by  this  Agreement.

5.4.  Confidentiality.  Buyer and Seller shall maintain in confidence, and shall
      ----------------
cause  their  respective directors, officers, employees, agents, and advisors to
maintain  in  confidence,  and  not use to the detriment of the other party, any
written, oral, or other information obtained in confidence from another party in
connection  with this Agreement or the transactions contemplated hereby, and all
other  non-public  information related to the Assets obtained in connection with
the transactions contemplated hereby (the "Confidential Information"),unless (i)
such information is already known to such party or to others not bound by a duty
of  confidentiality  or  such  information becomes publicly available through no
fault  of  such  party,  (ii)  the  use  of  such  information  is  necessary or
appropriate  in  making  any  filing  or  obtaining any consent required for the
consummation  of  the  transactions contemplated by this Agreement, or otherwise
permitted  under this Agreement, (iii) the furnishing or use of such information
is  required  by or necessary in connection with any Legal Proceeding or any tax
report  or  return  or  tax  structure.

6.  Conditions  Precedent  to  Closing.
    -----------------------------------

6.1.  Conditions  to  Obligations  of Buyer. The obligations of Buyer under this
Agreement  are  subject to the satisfaction, on or prior to the Closing Date, of
each  of  the  following  conditions,  any one or more of which may be waived by


                                      E-77
<PAGE>

Buyer,  in whole or in part without prior notice but such waiver to be effective
only if made in writing and signed by a duly authorized representative of Buyer;

(a) Representations and Warranties. The representations and warranties of Seller
in  Section  3 shall be true and correct when made and shall be true and correct
in  all  material respects on the Closing Date with the same forte and effect as
if  they had been made on and as of the Closing Date, except to the extent that
any  failure  to  be  so  true  and  correct  has  not  had  Or  would tot have,
individually  or  in  the  aggregate,  a material adverse effect on the Crossvue
Business.

(b)  Performance  of  Obligations.  Seller  will  have  performed, satisfied and
     -----------------------------
complied  with in all material respects all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by Seller
on  or  before  the  Closing  Date.

(c)  Corporate Approval. The execution and delivery of this Agreement by Seller,
     -------------------
and  the performance of Seller's covenants and obligations under this Agreement,
shall  have  been  duly  authorized  by  all  necessary and required corporate
action.

(d)  Approval  of  Documentation.  Seller  shall  have  delivered  to  Buyer the
     ----------------------------
certificates,  instruments,  schedules  and  other  documents  required  to  be
delivered  to  Buyer  at  Closing  under  of  this  Agreement.

(e)  Compliance Certificate. Seller shall have delivered to Buyer a certificate,
     -----------------------
dated the Closing Date, signed by an authorized officer of Seller, certifying to
the  fulfillment  of the conditions specified in Sections 6.1(a), (b), (c), (d),
(f)  and  (g).

(f)  No  Injunctions.  No  court  of competent jurisdiction shall have issued or
     ----------------
entered  any order, writ, injunction or decree, and no other governmental entity
shall  have  issued  any  order,  which  is then in effect and has the effect of
making  the transaction contemplated hereby illegal or otherwise prohibiting the
consummation  of  the  purchase  and  sale  of  the  Assets  at  the  Closing

(g)  Consents  and  Releases. All consents. approvals, waivers and releases from
     ------------------------
all  governmental  authorities  and other persons set forth on Section 6.1(g) of
                                                               --------------
the  Seller's Disclosure Schedule to this Agreement shall have been obtained and
shall  be reasonably satisfactory in form and substance t Buyer and its counsel.

6.2.  Conditions to Obligations of Seller. The obligations of Seller under this
      ------------------------------------
Agreement  are  subject to the satisfaction, on or prior to the Closing Date, of
each  of  the  following  conditions,  any one or more of which may be waived by
Seller,  in whole or in pan without prior notice but such waiver to be effective
only  if  made  in  writing  and  signed  by a duly authorized representative of
Seller:

(a)  Representations and Warranties. The representations and warranties of Buyer
in  Section  4 shall be true and correct when made and shall be true and correct
in  all  material respects on the Closing Date with the same force and effect as
if  they  had been made on and as of the Closing Date, except to the extent that
any  failure  to  be  so  true  and  correct  has  not  had  or  would not have,
individually  or  in  the  aggregate,  a  material  adverse effect on the Buyer.


                                      E-78
<PAGE>

(b)  Performance of Obligations. Buyer  will  have  performed,  satisfied  and
     --------------------------
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be performed, satisfied or complied with by Buyer on or before the
Closing  Date.

(c)  Corporate Approval.  The  execution  and  delivery  of  this  Agreement  by
Buyer,  and  the  performance  of  Buyer's  covenants and obligations under this
Agreement,  shall  have  been  duly  authorized  by all necessary and required
corporate  action.

(d)  Approval of Documentation. Buyer  shall  have  delivered  to  Seller  the
     --------------------------
certificates,  instalments,  schedules  and  other  documents  required  to  be
delivered  to Seller at Closing under Sections 7.3(a) and (b) of this Agreement.
                                      -----------------------

(e)  Compliance Certificate. Buyer shall have delivered to Seller a certificate,
     -----------------------
dated  the Closing Date, signed by an authorized officer of Buyer, certifying to
the  fulfillment  of  the conditions specified in this Section 6.2(a), (b), (c),
(d)  and  (f)

(f)  No  Injunctions.  No  court  of competent jurisdiction shall have issued or
     ----------------
entered  any order, writ, injunction or decree, and no other governmental entity
shall  have  issued  any  order,  which  is then in effect and has the effect of
making  the transaction contemplated hereby illegal or otherwise prohibiting the
consummation  of  the  purchase  and  sale  of  the  Assets  at  the  Closing.

(g)  Return of Excluded Assets.  Buyer  shall  have  delivered  to  Seller  any
Excluded Assets in its possession, including without limitation, the assets set
forth  on  Schedule 2 hereto.
           ----------

7.  The Closing.
    ------------

7.1.  Time  and  Place. Unless  this  Agreement  shall  have  been terminated in
      -----------------
accordance  with  Section 10 hereof, the Closing shall take place at the offices
of  Carr  &  Ferrell  LLP, 2200 Geng Road, Palo Alto, California 94303, at 10:00
am.,  Pacific Standard Time, on the Closing Date, or at such other place or time
as  Buyer  and  Seller  may  agree.

7.2.  Seller's  Actions  at  the Closing. At the Closing, Seller will deliver or
      -----------------------------------
cause  to  be  delivered  to  Buyer  the  fol1owing:

(a)  Possession  of  the  Assets;  and

(b)  An  original  Assignment  and  Assumption  Agreement  and  Bill of' Sale in
substantially  the  form  of  Exhibit  C  ("Assignment Agreement")executed by an
                              ----------    --------------------
authorized officer  of  Seller.

7.3. Buyer's Actions at the Closing. At the Closing, Buyer will deliver or cause
     -------------------------------
to  be  delivered  to Seller an original Assignment and Assumption Agreement and
Bill  of  Sale  in substantially the form of Exhibit C executed by an authorized
                                             ---------
officer  of  Buyer.


                                      E-79
<PAGE>

7.4.  Passage  of Title. Legal and equitable title and risk of loss with respect
      ------------------
to  all  of  the  Assets  shalt  pass  to  Buyer  at  the  Closing.

8.  Post-Closing Covenants. Conditioned upon the Closing, and beginning with the
    ----------------------
day  following  the  Closing  Date,  Buyer  and  Seller  agree  that:

8.1.  Further  Assurances.  From time to time after the Closing Date, at Buyer's
      --------------------
request  and without further consideration, Seller will execute and deliver such
further  instruments  of conveyance and transfer and will take such other action
as  Buyer  may reasonably require in order more effectively to vest in Buyer and
to  put  Buyer in possession and control of the Assets and its respective rights
in the Assets. From time to time after the Closing Date, at Seller's request but
without  further  consideration,  Buyer  will  execute  and deliver such further
instruments of conveyance and transfer and will take such other action as Seller
may  reasonably require in order to more completely effect the assumption of the
Assumed  Liabilities  by  Buyer.

8.2. Continuation of Certain Covenants. All Pre-Closing Covenants will terminate
     ----------------------------------
upon  Closing, provided, however, that the following Pre-Closing Coventants will
continue  in hill force and effect for the time periods indicated therein or. if
no  time  period  is  indicated,  for  the period set forth in this Section 8.2:
Section  2.2 and Section 5.4 ("Confidentiality") until the information otherwise
ceases  to  be  confidential.

8.3.  Grant of Licenes.
      -----------------

(a)  By  Buyer.  Subject  to and effective upon the Closing. Buyer hereby grants
     ----------
Seller  a  non-exclusive  worldwide, perpetual, and fully sub-licensable license
under  the  full  scope  of  the copyright in all software listed in Schedule 1,
developed  by  or  on behalf of Seller and being transferred to Buyer under this
Agreement,  including,  without  limitation,  rights  to  use, publicly display,
distribute  and  reproduce  any  such  software  programs  (and their associated
documentation)  and  to  create derivative works based on such software programs
(and  their  associated  documentations); Seller may not sublicense the software
programs  as  a  substantially  complete  system for providing as an application
service  provider  functionality substantially identical to the Hosted Services.
It  is  hereby further agreed that the foregoing license shall only apply to the
foregoing  software  programs  (and  their  associated  documentation)  in their
condition  as  of  the  Closing  and  that  such  license  shall not include any
post-Closing  derivative  works,  improvements, enhancements or modifications to
such  software  programs  and/or  to  their  associated documentation created by
Buyer.

(b)  By  Seller. Subject to and effective upon the Closing, Seller hereby grants
     -----------
Buyer  a  personal, non-exclusive worldwide, non-transferable, non-sublicensable
license under only those claims of Seller's patents that are necessary for Buyer
to  operate  the  software  listed  in  Schedule 1, developed by or on behalf of
Seller  and  being  transferred  to Buyer under this Agreement, as such software
exists  upon  Closing,  to  make, to use, to sell and have sold, and to offer to
sell  the  Hosted  Services.  This  license  shall  terminate  immediately  upon
termination  of  this  agreement  for  any reason. All rights in any patents and
patent  applications  not  explicitly  granted  in  this section are reserved by
Seller. This license shall terminate immediately upon the assertion of any claim
of  patent  infringement  by  Buyer  against  Seller,  or  any  of  Seller's


                                      E-80
<PAGE>

customers  or  distributors  with respect to the Crossview Business. Any license
granted  herein is subject to the approval of the holder of any lien in any such
patent  or  patent  application.

8.4.  Unassignable  Assets.  To  the  extent  that  any Asset, including without
      ---------------------
limitation  the  Third  Party  Contracts,  is  not  assignable  or  otherwise
transferable without the consent of another party, or if assignment or attempted
assignment  would  constitute  a  breach  thereof  or  a  breach of an agreement
concerning  the  Asset,  this Agreement shall not constitute an assignment or an
attempted assignment thereof unless proper consent to assign by such third party
was  obtained  and  in force prior to Closing. Seller shall use its commercially
reasonable  efforts  to obtain the consent or waiver of such other party for the
assignment  of  any  such  Asset  to Buyer in all cases in which such consent or
waiver  is  or  may  be  required. If such consent or waiver cannot be obtained,
Seller  shall  cooperate  with  Buyer in any commercially reasonable arrangement
agreed by the parties that is designed to provide Buyer the benefits intended to
be  assigned  to  Buyer  under  the  affected  Asset.

9.  Limitation  of  Liability;  Indemnification
    -------------------------------------------

9.1.  Survival  of  Representations and  Warranties. The  representations  and
      ----------------------------------------------
warranties  of  Seller and Buyer shall survive for three (3) years following the
Closing.  All  post-Closing covenants and agreements (other than representations
and  warranties)  shall  survive the Closing in accordance with their respective
terms. The rights of indemnification in this Section 9 shall survive the Closing
indefinitely; provided that a party shall not be entitled to indemnification for
a  breach  of  the  representations  or  warranties  of  the other party in this
Agreement  unless  the  Indemnified  Party  (as  defined  below)  provides  the
Indemnifying  Party  (as  defined  below)  with written notice of such breach in
accordance  with  Section 9,4 on or before the three (3) year anniversary of the
Closing.

9.2.  Indemnification  by  Seler  From  and  after  the  Closing.  Seller  shall
indemnify, defend and hold harmless Buyer and its officers, directors, advisors,
Affiliates,  agents  and  employees  (hereinafter  referred to individually as a
"Buyer Indemnified Person" and collectively as "Buyer Indemnified Persons") from
 ------------------------                       -------------------------
and  against,  any  and  all  losses, damages, fees, taxes, penalties, interest,
claims,  demands,  causes  of  action,  liabilities  and  expenses  (including
reasonable  attorneys'  fees)  (collectively,  "Damages")  arising  out  of  or
resulting  from  (i)  any misrepresentation or inaccuracy in or breach of any of
the  representations  or  warranties  given or made by Seller in this Agreement;
(ii) any breach of any covenant or obligation of Seller in this Agreement; (iii)
any  claim  based  on  the  infringement  by the Assets of a current third party
patent  or  other third party intellectual property rights; or (iv) any Excluded
Liabilities  Notwithstanding  the  foregoing,  Buyer  will  not  be  entitled to
indemnity  from  Seller for the first $50,000 of Damages incurred or suffered by
Buyer  of  a  type  otherwise  indemnifiable  by  Seller pursuant to clauses (i)
through  (iii)  of  the  prior  sentence  and  will not be entitled to indemnity
from  Seller  for  any Damages incurred or suffered by Buyer of a type otherwise
indemnifiable  by  Seller  pursuant  to  clauses  (i) through (iii) of the prior
sentence  in  excess  of  the  aggregate  amount  received  by Seller from Buyer
pursuant  to  this  Agreement.

9.3.  Indemnification  by  Buyer.  From  and  after  the  Closing,  Buyer  shall
indemnify,  defend  and  hold  harmless  Seller  and  its  officers,  directors,
advisors, Affiliates, agents and employees (hereinafter referred to individually
as  an  "Seller  Indemnified  Person"  and  collectively  as "Seller Indemnified
         ---------------------------                          -----------------


                                      E-81
<PAGE>

Persons") from and against, any and all losses, damages, fees, taxes, penalties,
-------
interest, claims, demands, causes of action, liabilities and expenses (including
reasonable  attorneys'  fees)  arising  out  of  or  resulting  from  (0  any
misrepresentation  or  inaccuracy  in or breach of any of the representations or
warranties  given  or  made  by  Buyer in this Agreement; (ii) any breach of any
covenant  or  obligation  of  Buyer  in  this  Agreement;  or  (iii) any Assumed
Liabilities.

9.4.  Third  Party  Claims.
      ---------------------

(a)  In the event an Indemnified Person becomes aware of an action or proceeding
involving  the  assertion  of  a third party claim which such Indemnified Person
believes  may  result  in a demand for indemnification hereunder (a "Third Party
                                                                     -----------
Claim"),such  Indemnified  Person  shall  promptly  give  the indemnifying party
-----
notice of such Third Party Claim; provided, however, that the failure to provide
such notice shall not release the indemnifying party from any of its obligations
under  this  Section 9 except to the extent the indemnifying party is materially
prejudiced  by  such  failure.

(b)  If  the  indemnifying party notifies the Indemnified Person within ten (10)
days  of delivery of a notice by such Indemnified Person -of a Third Pasty Claim
that  the  indemnifying  party  desires  to  defend  the Indemnified Person with
respect  to  such  Third Party Claim, then the indemnifying patty shall have the
right  to  conduct  and  control,  through  outside  legal  counsel  reasonably
acceptable  to such Indemnified Person, the defense, compromise or settlement of
any such action or proceeding, and in any such case the Indemnified Person shall
cooperate  in  connection  therewith and shall famish such records, information,
access  to  employees and testimony and shall attend such conferences, discovery
proceedings,  hearings,  trials  and appeals as may be reasonably requested by
the  indemnifying party in connection therewith; pro vided, that notwithstanding
the  foregoing,  the  indemnifying party shall not have the right to conduct and
control the defense, compromise or settlement of any claims that the Indemnified
Party agrees are not subject to indemnification hereunder; and provided further
that the Indemnified Person may participate, through counsel chosen by it and at
its  own  expense,  in  the  defense,  compromise  and  settlement  of  any such
action  or proceeding which the indemnifying party has so elected to conduct and
control.

(c)  If  the indemnifying party does not so notify the Indemnified Person of its
intent  to conduct and control the defense of the action or proceeding involving
the assertion of a Third Party Claim, then the Indemnified Person shall have the
right to conduct and control, through counsel of its choosing, in such manner as
it  may  deem  appropriate at the indemnifying party's cost and expense, and the
indemnifying party shall not have the right to conduct and control, the defense,
compromise  or  settlement  of  such  action or proceeding, and the indemnifying
party  shall  promptly  reimburse  the Indemnified Person therefor in accordance
with  the  terms  of  this  Agreement.

(d)  The  Indemnified  Person shall not, without the consent of the indemnifying
party  (which shall not he unreasonably withheld or delayed), pay, compromise or
settle  any  other action or proceeding involving a Third Party Claim, provided,
however,  that  no  consent  of  the indemnifying party shall be required if the
Indemnified  Person  shall  waive  (by  means  of a written waiver signed by the
Indemnified  Person)  any  right  to  indemnification  therefor  her  under


                                      E-82
<PAGE>

and  shall  obtain  a  release  of  the  indemnifying party from and against any
liability  as  a  consequence  of  such  action  or  proceeding.

9.5.  Procedure  for Indemnification - Other Claims. A claim for indemnification
      ----------------------------------------------
for  any  matter  not  involving a Third Party Claim shall be made by delivering
during  the  indemnification  Period written notice of the claim (specifying the
details  of  the  claim, relevant provisions of this Agreement and the amount of
the  claim)  to  the  party  from  whom  indemnification  is  being  sought.

10.  Termination.
     ------------

10.1  Mutual  Agreement. This  Agreement  may he terminated and abandoned at any
      ------------------
time  prior  to  the Closing Date by either party in its respective absolute and
sole  discretion,  without  further  liability  or obligation on the part of the
terminating  party.

10.2  Termination by Buyer. This Agreement may be terminated by Buyer by written
      ---------------------
notice  to  Seller  in  the event that (I) any one or more of the conditions set
forth  in Section 6.1 ("Conditions to Obligations of Buyer")are not satisfied on
                        ----------------------------------
or  before  the  Closing  Date, unless Buyer waives any such condition upon such
terms,  if  any,  that buyer deems appropriate, or (ii) if the Closing shall not
have  been  consummated  on  or  before  February  29,  2004.

10.3.  Termination  by  Seller. This  Agreement  may  be terminated by Seller by
       ------------------------
written  notice to Buyer in the event that (i) any one or more of the conditions
set  forth  in  Section  6.2  ("Conditions  to  Obligations  of Seller") are not
                                --------------------------------------
satisfied on or before the Closing Date, unless Seller waives any such condition
upon  such  terms,  if any, that Seller deems appropriate, or (ii) f the Closing
shall  not  have  occurred  on  or  before  February  294  2004.

10.4  Effect  of  Termination;  Return  of  Proprietary  Information.  Upon  any
      ---------------------------------------------------------------
termination,  neither  party  shall  have  any obligation whatsoever, other than
under  Sections  5.4 ("Confidentiality"), 11.8 ("Venue for Dispute Resolution"),
11.9  ("Governing  Law")  and  11.10 ("Attorney's Fees and Costs"), to the other
with respect to this Agreement, the transactions provided for in this Agreement,
or  expenses  incurred  in  connection  with  or  in  contemplation  of  such
transactions.  In  the  event  that this Agreement is terminated for any reason,
each of the parties agrees to return any and all copies of written materials and
any  Confidential  Information  received,  and  all  copies  made  thereof,  in
connection  with  this  Agreement  or  in  contemplation  of  the  transactions
contemplated  by  this  Agreement,  and  shall neither use nor disclose any such
information,  except  as  permitted  by  Section  5.7  ("Confidentiality").

10.5.  Survival.  Termination  of  this Agreement shall not relieve either party
       ---------
from  any  liability  incurred  for  any  willful  or intentional breach of this
Agreement  prior  to  such  termination.

11.  General  Provisions.
     --------------------

11.1.  Assignment.  Neither  party  shall  directly  or indirectly sell, assign,
       -----------
subcontract  or  otherwise  transfer  this  Agreement  or  any  of its rights or
obligations under this Agreement, without the prior written consent of the other
party,  except  as permitted in this Section 11.1. Notwithstanding the foregoing
sentence,  no  such  written  consent  shall  be  required  in  the  event  of


                                      E-83
<PAGE>

the merger of  a party with another entity, the sale of all or substantially all
of  the  stock or assets of a party to another person or entity, or the transfer
of  this  Agreement  to a subsidiary of either party, or an affiliate of a party
which  is  under  the  common  control of a parent entity. Buyer may assign this
Agreement  (other than the obligation of Buyer to pay the Purchase Price) to any
of  its  wholly-owned  subsidiaries  or other affiliated entities, provided that
Buyer  remains  jointly  and  severally  responsible for and guarantees the full
performance  of  this  Agreement  after  such assignment This Agreement shall be
binding upon and inure to the benefit of the permitted successors and assigns of
the  parties.

11.2.  Expenses.  Each  of  the  parties  shall  pay its own costs and expenses,
       ---------
including  legal  and  accounting fees, commissions and expenses, related to the
negotiation  and  execution  of  this  Agreement  and  the  consummation  of the
transactions  provided  for  in this Agreement irrespective of when incurred and
irrespective  of  whether  the  Closing occurs, Each party agrees to pay (and to
indemnify  and  to  hold  harmless  the  other party from) any liability for any
commission  or compensation in the nature of an advisor's or finder's fee to any
Person or firm for which such party, or any of its employees or representatives,
is  responsible.

11.3.  Notices  and Representatives. Any notice or reports required or permitted
       -----------------------------
to  be  given  under  this  Agreement  shall  be  given  in writing and shall be
delivered by personal delivery, telegram, facsimile transmission or by certified
or  registered  mail, postage prepaid, return receipt requested. Notice shall be
deemed  given  upon  actual receipt. Any party and any representative designated
below  may,  by  notice  to  the  others,  change its address for receiving such
notices:

To  Seller  at:       Symbol  Technologies,  Inc.
                      One  Symbol  Plaza
                      Holtsville,  New  York  11742
                      Attention:  Gillian  Munson
                      Facsimile:  (631)  38-738-3627


                                      E-84
<PAGE>

with  a  copy  to
(which  shall  not    Michael  C.  Miller,  Esq.
constitute notice):   Symbol  Technologies,  Inc.
                      One  Symbol  Plaza
                      Holtsville,  New  York  11742
                      Facsimile:  (631)  738-4110

To  Buyer  at:        SiVault  Analytics,  Inc.
                      2033  Gateway  Place,  Ste  500
                      San  Jose,  California  95110
                      Attention:  Emilian  Elefteratos
                      Facsimile:  (707)  924  -  0147

with  a  copy  to
(which shall  not
constitute  notice):  Barry  A.  Can-,  Esq.
                      Cart  &  Ferrell  LU'
                      2200  Qeng  Road
                      Palo  Alto,  CA  94303
                      Facsimile:  (650)  812-3444

11.4.  Entire Agreement and Modification. This Agreement (including its Exhibits
       ----------------------------------
and  Schedules)  constitute the entire agreement of Buyer and Seller relating to
the  purchase  and  sale  of  the  Assets  and  supersedes any and all prior and
contemporaneous  negotiations  correspondence, understandings, letters of intent
and  agreements  in principle between them, whether written or oral, relating to
that  subject  matter. This Agreement (including its Exhibits and Schcdules) may
only  be  amended  by  a  written  instrument  signed  by  Buyer  and  Seller.

11.5.  Construction of Agreement. This  Agreement  has  been  negotiated by the
       --------------------------
respective  parties and their attorneys, and its language shall not be construed
for  or  against  any  party.  The titles and headings in this Agreement are for
reference  purposes  only  and shall not in any manner limit the construction of
this  Agreement  which  shall  be  considered  as  a  whole.

11.6. Relationship of  the Parties. Nothing contained in this Agreement shall be
      -----------------------------
construed as creating any agency, partnership, or other form of joint enterprise
between  the parties. The relationship between the parties shall at all times be
that  of independent contractors. Neither party shall have authority to contract
for or hind the other in any manner whatsoever. This Agreement confers no rights
upon  either  party  except  those  expressly  granted  herein

11.7.  Waiver. Delay  or  failure  to  exercise  any  right or remedy under this
       -------
Agreement  shall  not  impair  such  right or remedy or be construed as a waiver
thereof  or  as acquiescence in a default Waiver of any breach or failure of any
term  or  condition  of this Agreement shall not be construed as a waiver of any
subsequent  breach  or  failure of the same term or condition or a waiver of any
other term or condition of this Agreement. All waivers must be in writing signed
by  the  party  to  be  charged.


                                      E-85
<PAGE>

11.8.  Venue  for  Dispute Resolution. Each  party  hereby  irrevocably  and
       -------------------------------
unconditionally  submits  for  itself  and  its  property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgment  in respect thereof, to the exclusive general and personal jurisdiction
and  venue of the courts of the State of New York, in the County of Suffolk, New
York,  and  to  the United States District Court for the Eastern District of New
York,  and  to  the  respective  appellate courts thereof in connection with any
appeal  therefrom. Buyer hereby irrevocably waives any right to move or transfer
venue,  or  to  claim  that  any  of  the  above  forums  are  inconvenient.

11.9.  Governing Law.  This  Agreement  shall  be  governed by and construed in
       --------------
accordance  with the internal substantive laws of the State of New York, without
regard  to  its  choice  of  law  principles.

11.10  Attorneys' Fees and Costs. In the event of any dispute arising out of the
       --------------------------
subject matter of this Agreement the prevailing party shall recover, in addition
to  any other damages assessed, its reasonable attorney& fees and costs incurred
in  litigating,  arbitrating,  or  otherwise settling or resolving such dispute.

11.11 Severability. The provisions of this Agreement are severable, and if any
      -------------
one  Or  more  such  provisions  shall  be  determined to he invalid, illegal or
unenforceable,  in  whole or in part.' the validity, legality and enforceability
of  any  of the remaining provisions or portions thereof shall not in any way be
affected  or  impaired  thereby  and  shall  nevertheless be binding between the
parties. Any such invalid, illegal or unenforceable provision or portion thereof
shall be changed and interpreted so as to best accomplish the objectives of such
provision  or  portion  thereof  within  the  limits  of  applicable  law.

11.12.  Counterparts; Fax Signature. This Agreement may be executed by facsimile
        ----------------------------
in  two or more counterparts, each of which shall be deemed an original, but all
of  which  together  shall  constitute  one  and  the  same  instrument.


                                      E-86
<PAGE>

IN  WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the  date  first  above  written


SELLER:                                     BUYER:
@POS.COM, INC.                              SIVAULT  ANALYTICS,  INC.

By:  /s/ Mark Greenquist                    /s/ Emilian Elefteratos
     ----------------------                 ----------------------------
Name: Mark Greenquist                       Name: Emilian Elefteratos
Title:  Chief Executive Officer             Title: Chief Executive Officer


                                      E-87
<PAGE>

                                   Schedule I

                                Purchased Assets
                                  -------------

1.  eResolve
2.  eReceipts
3.  myRecipts
4.  Bin  Management
5.  adServicing
6.  any promotions, signature verification arid authentication services relating
to  the  foregoing  serviceS.

     The  Hosted  Services shall consist of the software programs listed in this
Schedule  1, supporting and implementing the Hosted Services developed by Seller
prior to the Closing Date, including, without limitation, all copyrights thereto
and  all  subroutines,  modules  and algorithms contained therein as well as all
present  and  predecessor versions or releases of such software programs and any
and  all  specifications  and documents necessary for or related to the use and
maintenance  of  such  sofiware programs, including but not limited to, all user
guides,  installation  guides,  narrative descriptions, file layouts, logic flow
diagrams,  source  and  load  modules,  output reports, test or other data, test
programs  and other related or necessary information that is owned, used or held
by  Seller  in  connection  with  such  software  programs.

Third  Party  Contracts
------------------------
Crossvue  Service  Agreement,  dated  as  of  December  17, 2003, by and between
Crossvue,  Inc.  and  Sport  Chalet.  Inc.

ReceiptCity.com  Service  Agreement Amendment, dated as of June 23, 2003, by and
between  Symbol  Technologies,  Inc.  and  Virgin  Entertainment.

TradeMmarks
------------
CROSSVUE     Classes  35, 39    U.S.  Application  No.  75/5  15063
MYRLCEIPTS   Class    42        U.S.  Application  No.  76/119601


                                      E-88
<PAGE>

Hardware/Software
-----------------

Hardware                       Software     Function
Clone  PC  (exmct4vr)
Clone  PC  (Irun)
Corripeg  Prolint  jrun2)
Sun Enterprise 220R (2  CPU)
(noummencer)
Sun Enterprise 220R (2  CPU)
(molly)
Sun  Storedge  A100


                               VeriSign Secuity certificate
                               For receiptcity.com (expired
                               10/31/2002))

                               ReceiptCity.com software
                               developed  by  @POS/
                               ReceiptCity/Crossvue

Staging  environment

Hardware                       Software     Function
Sun  Enterprise 220R
(hostname;case)
Sun  Enterprise 220R (2  CPU)
(romulus)
Sun  Storedge  A100
Sun  Enterprise 22OR (2  CPU)
(wintermute)


                                      E-89
<PAGE>

                                   Schedule 2

The assets below are not part of the transaction, but are currently in Buyer's
possession  and
shall  be  returned to Seller by the earlier of March 31, 2004 or the Closing of
this  Agreement.

Cisco  PIX  firewall
Dell  2550  (prodomniback)
Storagetek  L20



                                      E-90
<PAGE>

                                   Schedule 3

                              Assumed Liabilities
                              -------------------

None.


                                      E-91
<PAGE>

                                    Exhibit A

                          Seller's Disclosure Schedule
                         ------------------------------

Section  3.8  Disclosure of Third Party Intellectual Property Assertions
              --------------------------------------------------------------
Patent  Assertions  that  may  he  Rclevant  to  the  Crossvuc  Business

1.  Communication  Intelligence  Corporatien:

June  2002:  CIC  contacts  Bloomingdales  by  letter stating that CIC owns U.S.
patents  5,544,255;  5,644,655;  5,647017;  381S,955; 6,064,731.; and 6,091,835,
which  CIC  believes  relate  to electronic signature technology. CIC states its
belief  that  Bloomingdales  requires  9  license  under CIC's patent portfolio.

June  2002:  Federated  Department Stores, mc, patent of Bloomingdales, contacts
@POS  by  letter,  seeking  defense  and indemnification from POS for the claims
alleged  by CIC in connection with Federated's purchase of @POS 3100 and PenWare
3100  electronic  signature  pads.

January  2004:  Symbol  enters  into  an  OEM  License  and  Strategic Marketing
Agreement  under  which Symbol can bundle CIC signature technology software with
Symbol  products.

2.  NCR:

July  2003:  NCR  provides  notice  by  letter to Symbol that its U.S. Patent No
6j39,363  is relevant to at least Symbol's PenWare 1300, iPOS 3100, iPOS TX, and
iPOS  TC  terminals.  NCR  invites Symbol to explore 1icensng possibilities with
NCR.

January  2004:  Symbol  contacts  NCR  by  letter  informing NCR that Symbol has
reviewed  the  patent  and has no interest in exploring licensing possibilities.

3. Verve, LLC

November  2003:  Verve  contacts  Symbol  by  letter  identifying  U.S.  Patents
4,562,340  and  4,678,895  as of potential interest to Symbol, and by subsequent
letter  identifying  @POS  products  IPOS  TC,  IPOS  3100,  and  IPOS  TX
terminals/systems.

January  2004;  Symbol  contacts Verve by letter informing Verve that Symbol has
reviewed  the  '340  patent  and  has  no  interest  in  exploring  licensing
possibilities,  and  that  review  of  the '895 patent is ongoing due to a delay
because  the  Patent  Office  temporarily  lost  the  '895  file  history.


                                      E-92
<PAGE>

Section  6.1(g)  Required Consents
                  ----------------
None.


                                      E-93
<PAGE>

                                    Exhibit B

Buyer's Disclosure  Schedule
-----------------------------

None.


                                      E-94
<PAGE>

                                    Exhibit C

          Form of Assignment and Assumption Agreement and Bill of Sale
          ------------------------------------------------------------

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ANd BILL OF SALE (the "Agreement")
is  made and entered into as of this 2nd day of March, 2004 by and among SiVault
Analytics, Inc., a Delaware corporation ("Buyer") and @POS.COM, Inc., a Delaware
Corporation ("Seller"). (Seller and Buyer are collectively referred to herein as
the  "Parties").  All  capitalized  terms  used in this Agreement shall have the
respective  meanings  ascribed to them in the Asset Purchase Agreement ( defined
below.

                              W I T N E S S E T H:

     WHEREAS,  the  Parties have entered into an Agreement for Purchase and Sale
of  Assets,  dated  as  of  March  2nd,  2004  (the "Asset Purchase Agreement"),
pursuant  to  which  Buyer  has  agreed  to  purchase  the  Assets;

     WHEREAS,  in  partial  consideration therefor, the Asset Purchase Agreement
requires  Buyer  to  assume  the  Assumed  Liabilities;  and

     WHEREAS,  it is the desire of Buyer and Seller that (a) the Assets be sold,
contributed,  conveyed,  transferred,  assigned  arid delivered to Buyer and (h)
Buyer  assume  the  Assumed  Liabilities.

     NOW,  THEREFORE,  in  and  for consideration of the premises and the mutual
covenants  contained  herein, and all other good and valuable consideration, the
receipt  and  legal sufficiency of which are hereby acknowledged, subject to the
terms  of  the Asset Purchase Agreement, the parties do hereby agree as follows:

A.  Assignment  and  Bill  of  Sale,

     1.  Seller hereby sells, transfers and assigns to Buyer, its successors and
assigns,  to have and to hold forever, all of Seller's right, title and interest
in  and  to the Assets. The Assets do not include any of the Excluded Assets, as
deflncd  in  the  Asset  Purchase  Agreement.

     2  Seller hereby covenants and agrees that it will, at the request of Buyer
and  without  further consideration, execute and deliver or cause to he executed
and delivered, such other instruments of sale, transfer and assignment, and take
such other actions as may reasonably be necessary to sell, transfer, and assign.
to, and vest in, Buyer, its successors and assigns, right, title and interest in
and  to  the  Assets.

     3.  The  foregoing provisions relating to the sale, transfer and assignment
of the Assets have been made by the Seller in accordance with the Asset Purchase
Agreement  and are expressly made subject to those liabilities, obligations and
oommitmcnts  that  Buyer  has  assumed  and agreed to pay, perform and discharge
pursuant to the provisions relating to the assumption of the Assumed Liabilities
appearing  hereafter.


                                      E-95
<PAGE>

                            B. Assumption Agreement.

     1. Buyer hereby assumes and agrees to pay, perform, or otherwise discharge,
as  and  when  the  same shall become due arid payable, the Assumed Liabilities.

     2.  Notwithstanding the foregoing, Buyer does not hereby assume or agree to
pay,  perform  or  otherwise discharge, and Seller shall remain liable for, from
and  after the date hereof, all liabilities or obligations of Seller other than
the  Assumed  Liabilities.

     3. Buyer hereby covenants and agrees that it will, at the request of Seller
and  without  further consideration, execute and deliver or cause to be executed
and  delivered,  all  such other written instruments or agreements of assumption
and  perfbrinance,  and take such other action as may he reasonably necessary to
give  effect  to  the  assumption  provided  for  in  this  agreement

C.  Further  Assurances. Seller shall from time to time, at the request of Buyer
and  without further cost or expense to Buyer, execute and deliver, or cause to
be  executed  and  delivered  by  its  Affiliates,  such  other  instruments  of
assignment,  conveyance  and  transfer  and take such other actions as Buyer may
reasonably  request  in  order  to  further  effectuate  the consummation of the
transactions  contemplated hereby. Buyer shall from time to time, at the request
of Seller and without further cost or expense to Buyer, execute and deliver such
instruments  and documents, and take such other actions as Seller may reasonably
request in order to farther effectuate the assumption of the Assumed Liabilities
arid  the  consummation  of  the  other  transactions  contemplated  hereby

D.  Miscellaneous.

     1  This Agreement shall be governed by and construed in accordance with the
laws  of the State of New York applicable to contracts executed and performed in
that  state,  without  giving  effect  to  conflicts-of-laws  principles.

     2.  This Agreement is being delivered pursuant to, and is subject to all of
the  terms  and conditions of the Asset Purchase Agreement. This Agreement shall
not be deemed to amend any provision of the Asset Purchase Agreement and, in the
event  of  any  inconsistency  between  the  Asset  Purchase  Agreement and this
Agreement,  the  former  shall  prevail.

     3.  This  Agreement  may  be  executed  by  facsimile  and in any number of
counterparts each of which shall be deemed an original but all of which together
shall  constitute  one  and  the  same  document.

                         [signatures on following page]


                                      E-96
<PAGE>

IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
date  first  above  written.

SIVAULT  ANALYTICS,  INC.

By:
    ----------------------------

Name:
    ----------------------------

Title:
    ----------------------------

@POS.COM,  INC.


By:
    ----------------------------

Name:
    ----------------------------

Title:
    ----------------------------


                                      E-97
<PAGE>