xadarsb2a1ex1022_1172007.htm


     

    
      

      

    

    

      Exhibit
        10.22

      


      ASSET
        PURCHASE AGREEMENT

       

      BY
        AND AMONG

       

      PREMIER
        DATA SERVICES, INC.

       

      AND

       

      CUSTOMERSOFT,
        LLC

       

      Dated
        as of November 1, 2006

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ASSET
        PURCHASE AGREEMENT

       

      This
        AGREEMENT (this “Agreement”), dated as of November 1, 2006, by and
        between Premier Data Services, a Delaware California corporation
        (“Seller”) and CustomerSoft, LLC, a Colorado limited liability company
        (“Purchaser”).

       

      RECITALS

       

      WHEREAS,
        one of Seller’s divisions known as the “CustomerSoft” or “Customer Relationship
        Management” division (the “CRM Division”) is engaged in designing, making
        and selling the CRM Products; and

       

      WHEREAS,
        the parties desire that Seller sell, transfer and assign to Purchaser, and
        that
        Purchaser purchase and assume from Seller, certain specified assets and
        liabilities related to the CRM Division, all as more specifically provided
        herein (the “Acquisition”);

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual representations,
        warranties, covenants and undertakings contained herein, and for other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties agree as follows:

       

      ARTICLE
        I


       

      DEFINITIONS

       

      Section
        1.1    Defined
        Terms

       

      As
        used
        herein, the terms below shall have the following meanings.  Any of
        such terms, unless the context otherwise requires, may be used in the singular
        or plural, depending upon the reference.

       

      “Acquired
        Assets” has the meaning set forth in Section 2.1.

       

      “Acquired
        Software” means all Seller owned computer software that is used exclusively
        in and related exclusively to the CRM Products and listed or described in
        Schedule 2.1(d).

       

      “Acquired
        Technology” means the Acquired Software and the developments, data, designs,
        information, control algorithms and methods, manufacturing processes, business
        methods and processes, inventions (whether or not patentable), works of
        authorship and other technology used exclusively in or related exclusively
        to
        the CRM Products.

       

      “Acquisition”
        has the meaning set forth in the Recitals.

       

      “Affiliate”
        means, with respect to a Person, any other Person directly or indirectly
        controlling, controlled by, or under common control with, such Person at
        any
        time during the period for which the determination of affiliation is being
        made.  For purposes of this definition, the term “control” means, with
        respect to any Person, the possession, directly or indirectly, of the power
        to
        direct or cause the direction of management policies of such Person, whether
        through the ownership of voting securities or by contract or
        otherwise.

       

      “Agreement”
        has the meaning set forth in the Preamble.

       


      
        
          
          

        

        
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      “Ancillary
        Agreements” means the IP Agreement, the Sublease and the Transition Services
        Agreement.

       

      “Assigned
        Intellectual Property Rights” means the Intellectual Property Rights
        assigned by Seller to Purchaser pursuant to the IP Agreement.

       

      “Assumed
        Contracts” has the meaning set forth in Section 2.1(f).

       

      “Assumed
        Liabilities” has the meaning set forth in Section 2.3.

       

      “Bill
        of Sale” has the meaning set forth in Section 3.2(b).

       

      “Business
        Day” means any day that is not a Saturday, Sunday or other day on which
        banks are required or authorized by Law to be closed in the State of
        Colorado.

       

      “Closing”
        has the meaning set forth in Section 3.1.

       

      “Closing
        Date” has the meaning set forth in Section 3.1.

       

      “Code”
        means the Internal Revenue Code of 1986, as amended, and the rules and
        regulations promulgated thereunder.

       

      “CRM
        Division” has the meaning set forth in the Recitals.

       

      “CRM
        Division Employee” has the meaning set forth in Section
        6.8(a).

       

      “CRM
        Products” means the products and services listed on Schedule
        1.1.

       

       “Damages”
        has the meaning set forth in Section 9.1(a).

       

      “Excluded
        Assets” has the meaning set forth in Section 2.2.

       

      “Excluded
        Liabilities” has the meaning set forth in Section 2.4.

       

       “GAAP”
        means United States generally accepted accounting principles.

       

      “Governmental
        Entity” means any U.S. or non-U.S. arbitrator, court, agency, commission,
        nation, government, any state or other political subdivision thereof and
        any
        entity exercising or entitled to exercise executive, legislative, judicial,
        regulatory, taxing or administrative power or authority of any nature
        whatsoever.

       

      “Indemnified
        Person” means a Purchaser Indemnified Person or a Seller Indemnified
        Person.

       

       “Intellectual
        Property Rights” means patents, trade secrets, copyrights and trademarks,
        including all applications for, and registrations, grants or issuances of,
        the
        foregoing.

       

       “Inventory”
        has the meaning set forth in Section 2.1(a).

       

      “IP
        Agreement” means the Assignment and License of Intellectual Property
        Agreement by and between Seller and Purchaser substantially in the form of
        Exhibit A hereto.

       

      “IRS”
        means the Internal Revenue Service.

       


      
        
          
          

        

        
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      “Knowledge”
        means:  (i) with respect to Seller, the actual knowledge of Seller’s
        directors and officers or other management-level personnel after due and
        diligent inquiry; and (ii) with respect to Purchaser, the actual knowledge
        of
        Don Brower, after due and diligent inquiry.

       

      “Law”
        means any law (including common law), statute, ordinance, rule, regulation,
        code, order, judgment, injunction, decree or binding judicial or administrative
        doctrine that is promulgated or issued by any Governmental Entity.

       

      “Lien”
        means, with respect to any asset (including any security), any mortgage,
        lien,
        pledge, charge or security interest in respect of such asset;
provided, however, that the term “Lien” shall not
        include:  (i) statutory liens for Taxes, which are not yet due and
        payable or are being contested in good faith by appropriate proceedings;
        (ii)
        statutory or common law liens to secure landlords, lessors or renters under
        leases or rental agreements confined to the premises rented; (iii) deposits
        or
        pledges made in connection with, or to secure payment of, workers’ compensation,
        unemployment insurance, old age pension or other social security programs
        mandated under applicable Laws; and (iv) statutory or common law liens in
        favor
        of carriers, warehousemen, mechanics and materialmen to secure claims for
        labor,
        materials or supplies incurred in the ordinary course of business and (x)
        not
        yet delinquent or (y) being contested in good faith and other like
        liens.

       

      “Material
        Adverse Effect” means: (i) any event, change, effect that is materially
        adverse to the financial condition, properties, assets (including intangible
        assets), liabilities, business, operations or results of operations of the
        CRM
        Division, taken as a whole, excluding from the foregoing any event, change
        or
        effect arising or resulting from or relating to:  (A) changes in
        general economic, financial market, political or regulatory conditions or
        changes affecting the industry in which the CRM Division operates generally,
        (B)
        the announcement or provision of notice of this Agreement or the Acquisition,
        (C) compliance by Purchaser or Seller with the prohibitions contained in,
        or the
        taking of any action contemplated or permitted by, this Agreement, (D) any
        action taken by Purchaser in respect of the CRM Products or the CRM Division,
        (E) the outbreak or escalation of war, hostilities or terrorist activities;
        and
        (ii) with respect to Purchaser, any event, change, effect that is materially
        adverse to the financial condition, properties, assets (including intangible
        assets), liabilities, business, operations or results of operations of
        Purchaser.

       

       “Officer’s
        Certificate” has the meaning set forth in Section
        9.2(a).

       

      “Person”
        means an individual, a corporation, a partnership, a limited liability company,
        an association, a trust or any other entity or organization.

       

      “Personal
        Property” has the meaning set forth in Section 2.1(b).

       

      “Proprietary
        Asset” means: (a) any patent, patent application, trademark (whether
        registered or unregistered), trademark application, trade name, fictitious
        business name, service mark (whether registered or unregistered), service
        mark
        application, copyright (whether registered or unregistered), copyright
        application, maskwork, maskwork application, trade secret, know-how, customer
        list, franchise, system, computer software, computer program, invention,
        design,
        blueprint, engineering drawing, proprietary product, proprietary technology,
        proprietary right or other proprietary intellectual property right or intangible
        asset related exclusively to the CRM Products; and (b) any right to use or
        exploit any of the foregoing.

       

      “Purchase
        Price Allocation Schedule” has the meaning set forth in Section
        2.7.

       

      “Purchaser”
        has the meaning set forth in the Preamble.

       


      
        
          
          

        

        
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      “Purchaser
        Indemnified Person” or “Purchaser Indemnified Persons” has the
        meaning set forth in Section 9.1(a).

       

      “Seller”
        has the meaning set forth in the Preamble.

       

      “Seller
        Authorizations” has the meaning set forth in Section
        4.8.

       

      “Seller
        Disclosure Schedule” has the meaning set forth in Article
        IV.

       

      “Seller
        Indemnified Person” or “Seller Indemnified Persons” has the meaning
        set forth in Section 9.1(b).

       

      “Sublease”
        means the sublease agreement substantially in the form of Exhibit B
        hereto by and between Seller and Purchaser for the sublease of the current
        premises of the CRM Division.

       

      “Tax”
        or “Taxes” means all United States federal, state, local and foreign
        taxes, and other assessments of a similar nature including, without
        limitation:  (i) taxes or other charges on or with respect to income,
        franchises, windfall or other profits, gross receipts, profits, sales, use,
        capital stock, payroll, employment, social security, workers’ compensation,
        unemployment compensation or net worth; (ii) taxes or other charges in the
        nature of excise, withholding, ad valorem, stamp, transfer, value added
        or gains taxes; (iii) license, registration and documentation fees; and (iv)
        customs duties, tariffs and similar charges, in each case, whether imposed
        directly or through withholding, and including any interest, additions to
        tax,
        or penalties applicable thereto.

       

      “Tax
        Authority” means the IRS and any other national, regional, state, municipal,
        foreign or other governmental or regulatory authority or administrative body
        responsible for the administration of any Taxes.

       

      “Tax
        Return” means all United States federal, state, local and foreign tax
        returns, declarations, statements, reports, schedules, forms and information
        returns or other documents and any amendments thereto required to be filed
        with
        a Tax Authority.

       

      “Termination
        Date” has the meaning set forth in Section 8.1(b).

       

      “Transaction
        Expenses” has the meaning set forth in Section 8.3.

       

      “Transferred
        Personnel” means all CRM Division Employees engaged in the CRM Division
        prior to the Closing Date, who will become employees or contractors of Purchaser
        after the Closing Date.

       

      “Transition
        Services Agreement” means the transition services agreement substantially in
        the form of Exhibit C hereto by and between Purchaser and Seller pursuant
        to which Seller shall provide to Purchaser certain administrative services
        and
        infrastructure support (on the terms and subject to the conditions described
        therein).

       

      “Undertaking
        and Instrument of Assumption” has the meaning set forth in Section
        3.3(b).

       


      
        
          
          

        

        
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      ARTICLE
        II


       

      PURCHASE
        AND SALE OF ASSETS

       

      Section
        2.1    Sale and
        Transfer of the Assets

       

      On
        the
        terms and subject to satisfaction or a waiver of the conditions set forth
        in
        this Agreement, at the Closing, Seller shall sell, assign, transfer, convey
        and
        deliver, or cause to be sold, assigned, transferred, conveyed and delivered,
        to
        Purchaser, and Purchaser shall purchase and accept from Seller, all rights,
        titles and interests of Seller in and to the properties and assets of Seller
        that are described below, wherever located, as the same shall exist on the
        Closing Date free and clear of all Liens, but excluding, in each case, any
        such
        rights, properties and assets that constitute Excluded Assets (collectively,
        the
“Acquired Assets”):

       

      (a)           all
        inventory of the CRM Division, including raw materials, work-in-progress
        and
        finished goods (the “Inventory”);

       

      (b)           all
        of the machinery and equipment, tools, furniture, supplies, spare parts,
        replacement and component parts and other tangible personal property of the
        CRM
        Division listed on Schedule 2.1(b) (the “Personal
        Property”);

       

      (c)           all
        Assigned Intellectual Property Rights;

       

      (d)           all
        Proprietary Asset and Acquired Technology;

       

      (e)           all
        assignable rights of Seller relating to the CRM Products or the CRM Division
        in
        and to all agreements, contracts and arrangements that are listed or described
        on Schedule 2.1(e) (the “Assumed
        Contracts”);

       

      (f)           all
        accounts receivable due to Seller from any Person prior to the
        Closing;

       

      (g)          all
        books and records of Seller relating to the Acquired Assets;

       

      (h)          Seller’s
        marketing and sales materials relating exclusively to the CRM
        Division;

       

      (i)           Seller’s
        backlog relating exclusively to the CRM Division;

       

      (j)           all
        customer or client lists, files, documentation, and records used exclusively
        in
        connection with the CRM Division;

       

      (k)          all
        general, financial and personnel records, ledgers, sales invoices, accounts
        and
        payable records, files, correspondence and other files and records of Seller
        relating exclusively to the CRM Division;

       

      (l)           all
        leases of equipment, machinery or other tangible personal property relating
        exclusively to the CRM Division (the “Personal Property Leases”);

       

      (m)          all
        goodwill relating exclusively to the CRM Division;

       


      
        
          
          

        

        
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      (n)           all
        other assets and property of Seller of whatever kind and nature, real or
        personal, tangible or intangible, that are owned, leased or licensed by Seller
        as of the Closing and which are used by Seller exclusively in Seller's operation
        of the CRM Division, other than the Excluded Assets;

       

      (o)           all
        causes of action, judgments, claims, deposits, refunds, rebates, rights of
        recovery, rights of set-off, rights of recoupment or demands of whatever
        kind or
        description exclusively relating to the CRM Division which Seller has or
        may
        have against any other person or entity, as set forth on Schedule
        2.1(o);

       

      (p)           all
        rights of Seller pursuant to any and all guaranties, warranties, indemnities
        and
        other similar rights in favor of Seller with respect to the items described
        in
Sections 2.1(a)-(o) above.

       

      Section
        2.2    Excluded
        Assets

       

      Notwithstanding
        anything to the contrary contained in this Agreement, Seller shall retain
        and
        not transfer, and Purchaser shall not purchase or acquire, the following
        assets
        (collectively, the “Excluded Assets” :

       

      (a)           all
        assets, rights and licenses not related exclusively to the CRM
        Division;

       

      (b)           all
        cash, cash equivalents and similar type investments, such as certificates
        of
        deposit, treasury bills and other marketable securities;

       

      (c)           all
        notes receivable;

       

      (d)           all
        proposals, RFP’s, correspondence, proof of concept materials, evaluations or any
        other materials prepared exclusively in connection with the sale of CRM Products
        to Starscape and, subject to the provisions of Section 6.11 below, all fees
        or
        similar payments arising from the prospective sale of the CRM Products to
        Starscape;

       

      (e)           all
        books and records constituting Seller’s corporate records, such as minute books,
        seals and similar items;

       

      (f)           all
        insurance policies and all rights to causes of action, lawsuits, claims and
        demands, rights of recovery and set-off, and proceeds under or with respect
        to
        insurance policies;

       

      (g)           all
        rights to causes of action, lawsuits, claims and demands of any nature available
        or being pursued by Seller with respect to the Excluded Assets or the Excluded
        Liabilities;

       

      (h)           all
        right, title and interest of the Seller in and to prepaid Taxes related to
        the
        CRM Division, any claims for any refund, rebate or abatement with respect
        to
        Taxes related to the CRM Division for any period or portion thereof through
        the
        Closing Date and any interest payable with respect thereto; and

       

      (a)           the
        other assets, rights and licenses listed or described on Schedule
        2.2(j).

       

      Section
        2.3    Assumption
        of Certain Liabilities

       


      
        
          
          

        

        
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      On
        the terms and subject to the conditions set forth herein, Purchaser will
        assume
        and agree to satisfy and discharge or perform when due only the following
        liabilities and obligations of Seller (collectively, the “Assumed
        Liabilities”):

       

      (b)           liabilities
        and obligations arising under the Assumed Contracts to the extent that the
        rights and benefits of Seller thereunder are after the Closing Date, subject
        to
Section 2.5 hereof, effectively transferred or assigned to Purchaser;
        and

       

      (b)           all
        product warranty, repair, maintenance, service or support obligations relating
        to the Acquired Assets or the CRM Products and identified on Schedule
        2.3(b) hereof, and liabilities arising thereunder or relating
        thereto.

       

      Section
        2.4     Excluded
        Liabilities

       

      With
        the
        exception of the Assumed Liabilities, Purchaser shall not, by execution and
        performance of this Agreement or otherwise, assume or otherwise be responsible
        for any debt, liability, obligation or commitment of any nature of Seller,
        whether relating to the CRM Division, any of Seller's other assets, operations,
        businesses or activities, or claims of such liability or obligation, matured
        or
        unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown,
        whether arising out of occurrences prior to, at or after the Closing Date
        (the
“Excluded Liabilities”).  Without limiting the foregoing, the
        Excluded Liabilities shall include:

       

                (a)     any
        liability with respect to any employee plan benefit plan or any other obligation
        of Seller for payments to CRM Division Employees accrued by Seller at any
        time
        up to (but excluding) the Closing Date;

       

                (b)       
        any liability of Seller for Taxes, including, but not limited to, all
        liabilities for or in respect of any Taxes for all periods ending on or prior
        to
        the Closing Date, excluding those Taxes that are the responsibility of Buyer
        pursuant to Section 6.7;

       

                (c)        
        any liability of Seller relating to the Excluded Assets.


       

      Section
        2.5    Inability
        to Assign Assumed Contracts

       

      Notwithstanding
        anything to the contrary contained in this Agreement to the extent that the
        sale, assignment, transfer, conveyance or delivery to Purchaser of any Assumed
        Contract or Personal Property Lease is prohibited by any Law or would require
        any consent or approval which shall not have been obtained prior to the Closing
        (after Seller’s and Purchaser’s reasonable efforts to obtain them), this
        Agreement shall not constitute a sale, assignment, transfer, conveyance or
        delivery thereof.  Any assumption by Purchaser of obligations
        thereunder in connection with any Assumed Contract which shall require the
        consent, approval or novation of any third party shall be made subject to
        such
        consent, approval or novation being obtained.  Both prior to and
        following the Closing, the parties shall use their reasonable efforts and
        cooperate with each other to obtain promptly such consents and approvals
        that
        have not yet been obtained; provided, however, that Purchaser
        shall not be required to pay any consideration therefore.  Pending the
        receipt of such consents and approvals, the parties shall use their commercially
        reasonable efforts and cooperate with each other to provide to Purchaser
        (to the
        extent permitted by Law) the benefits of use of the Assumed Contract in question
        and, provided Purchaser receives a benefit of use thereof, Purchaser shall
        pay
        or satisfy the Assumed Liabilities, if any, corresponding
        thereto.  Once such consents and approvals are obtained, Seller shall
        as soon as possible

       


      
        
          
          

        

        
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      thereafter
        assign, transfer, convey and deliver such Assumed Contract to Purchaser for
        no
        additional consideration.  To the extent that any such Assumed
        Contract cannot be transferred or the benefits of use of any such Assumed
        Contract cannot be provided to Purchaser following the Closing, then Purchaser
        and Seller shall enter into such arrangements for no additional consideration
        from Purchaser (including subleasing or subcontracting to the extent permitted)
        to provide Purchaser the economic (taking into account tax costs and benefits)
        and operational equivalent of obtaining such consents and
        approvals.

       

      Section
        2.6    Purchase
        Price

       

      Subject
        to the terms and conditions of this Agreement, in consideration for the Acquired
        Assets, Purchaser shall assume the Assumed Liabilities and Purchaser shall
        pay
        to Seller an aggregate amount equal to the sum of (i) One Hundred Dollars
        ($100.00) and (ii) all revenues, royalties, fees or similar payments arising
        from the prospective sale of CRM Products to Starscape, up to maximum amount
        of
        $800,000 (including for the purposes of such calculation, all amounts received
        by Seller from Starscape prior to the Closing) (the “Purchase
        Price”).  

       

      Section
        2.7     Allocation
        of Purchase Price for Tax Purposes

       

      Prior
        to
        the Closing, Seller and Purchaser will prepare a mutually agreed upon schedule
        setting forth the portion of the purchase price allocated to assets that
        comprise the Acquired Assets (the “Purchase Price Allocation
        Schedule”).  The parties agree that the Purchase Price Allocation
        Schedule shall be used by all parties for purposes of complying with Section
        1060 of the Code and the purchase price allocation schedule in respect of
        the
        Acquired Assets to be filed on Internal Revenue Service Form 8594 shall reflect
        and be consistent with the Purchase Price Allocation
        Schedule.  Purchaser and Seller agree to (i) prepare and file each of
        their respective Tax Returns on a basis consistent with such allocation
        schedules and (ii) unless otherwise required by applicable Law, take no position
        inconsistent with such allocation schedules on any applicable Tax Return,
        in any
        audit or proceeding before any Tax Authority, in any report made for Tax,
        financial accounting, or for any other purpose.

       

      ARTICLE
        III


       

      THE
        CLOSING

       

      Section
        3.1    The
        Closing

       

      Upon
        the
        terms and subject to the conditions of this Agreement, the consummation of
        the
        transactions contemplated by this Agreement (the “Closing”) shall take
        place at the offices of Hauptman, LLC, 3773 Cherry Creek North Drive, Suite
        1075, Denver, CO  80209 at 10:00 a.m., Pacific time, on a date to be
        specified by the parties, which shall be no later than the second Business
        Day
        after satisfaction or waiver of all of the conditions set forth in Article
        VII of this Agreement, unless another time, date or place is agreed to in
        writing by the parties hereto (the “Closing Date”).

       

      Section
        3.2    Deliveries
        by Seller

       

      At
        the
        Closing, Seller shall deliver or cause to be delivered to Purchaser (unless
        previously delivered), the following:

       

      (a)           the
        books, files and other records of Seller referred to in Section
        2.1(f);

       


      
        
          
          

        

        
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      (b)           a
        duly executed bill of sale (the “Bill of Sale”), substantially in the
        form of Exhibit D hereto, transferring the Acquired Assets (other than
        the Assigned Intellectual Property Rights, which will be transferred to
        Purchaser pursuant to the IP Agreement) to Purchaser free and clear of all
        Liens;

       

      (c)           the
        IP Agreement duly executed by Seller;

       

      (d)           the
        Sublease duly executed by Seller;

       

      (e)           the
        Transition Services Agreement duly executed by Seller;

       

      (f)           subject
        to the provisions of Section 2.5, duly executed assignments, in form and
        substance reasonably acceptable to Purchaser, transferring to Purchaser all
        Assumed Contracts;

       

      (g)           all
        other duly executed conveyance documents reasonably necessary to transfer to
        Purchaser the Acquired Assets;

       

      (h)           the
        certificate of Seller’s officer referenced in Section 7.2(b)
        hereof;

       

      (i)           such
        Lien releases, pay-off letters and UCC-3 termination statements as may be
        necessary to evidence the release and termination of any Liens on the
        Acquired Assets; and

       

      (j)           an
        opinion, addressed to Purchaser and dated the Closing Date, from ______________,
        counsel to Seller, in substance and form reasonably satisfactory to the
        Purchaser.  

       

      Section
        3.3    Deliveries
        by Purchaser

       

      At
        the
        Closing, Purchaser shall deliver or cause to be delivered to Seller (unless
        previously delivered), the following:

       

      (a)           the
        Purchase Price, in immediately available funds;

       

      (b)           the
        undertaking and instrument of assumption (the “Undertaking and Instrument of
        Assumption”) substantially in the form of Exhibit E attached
        hereto, evidencing the assignment by Seller and the assumption by Purchaser
        of
        the Assumed Liabilities;

       

      (c)           the
        IP Agreement duly executed by Purchaser;

       

      (d)           the
        Sublease duly executed by Purchaser;

       

      (e)           the
        Transition Services Agreement duly executed by Purchaser;

       

      (f)           subject
        to the provisions of Section 2.5, duly executed assignments, in
        form and substance reasonably acceptable to Seller, transferring to Purchaser
        all Assumed Contracts; and

       

      (g)           the
        certificate of Purchaser’s officer referenced in Section 7.3(b)
        hereof.

       


      
        
          
          

        

        
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      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES OF SELLER

       

      Except
        for matters disclosed in the corresponding section of the disclosure schedule
        prepared by Seller and delivered by Seller herewith (the “Seller Disclosure
        Schedule”), Seller represents and warrants to Purchaser as of the date
        hereof and as of the Closing Date as follows:

       

      Section
        4.1    Organization,
        Standing and Power

       

      Seller
        is
        a corporation duly organized, validly existing and in good standing under
        the
        Laws of the State of Delaware.  Seller has the requisite corporate
        power and authority to own, lease and operate the Acquired Assets and the
        CRM
        Division as now being conducted, and to perform its obligations under this
        Agreement and the Ancillary Agreements.  Seller is duly qualified to
        do business and is in good standing as a foreign corporation in each
        jurisdiction in which its failure to be so qualified or in good standing
        would
        reasonably be expected to have a Material Adverse Effect on the CRM
        Division.  Seller is not in violation of any of the provisions of its
        Certificate of Incorporation or Bylaws.

       

      Section
        4.2    Authority;
        No Conflicts

       

      (a)           Seller
        has the requisite corporate power and authority to enter into this Agreement
        and
        the Ancillary Agreements and to consummate the transactions contemplated
        hereunder and thereunder.  The execution and delivery of this
        Agreement and the Ancillary Agreements and the consummation of the transactions
        contemplated hereby and thereby have been duly authorized by all necessary
        corporate action on the part of Seller.

       

      (b)           This
        Agreement has been duly executed and delivered by Seller and constitutes
        the
        valid and binding obligations of Seller enforceable against Seller in accordance
        with its terms, except to the extent that enforceability may be limited by
        the
        effect, if any, of any applicable bankruptcy, reorganization, insolvency,
        moratorium or other Laws affecting the enforcement of creditors’ rights
        generally or any general principles of equity, regardless of whether such
        enforceability is considered in a proceeding at law or in equity.

       

      (c)           Except
        as disclosed in Schedule 4.2(c), neither the execution and delivery by
        Seller of this Agreement and the Ancillary Agreements nor the consummation
        of
        the transactions contemplated hereby or thereby will conflict with, or result
        in
        any breach or violation of, or default under (with or without notice or lapse
        of
        time, or both), or give rise to a right of termination, cancellation or
        acceleration of any obligation or loss of any benefit under (i) any provision
        of
        the Articles of Incorporation or Bylaws, (ii) any material contract, agreement
        or understanding to which Seller is a party or to which any of its material
        properties or assets is bound or (iii) any material permit, authorization,
        concession, franchise, license, writ or Law of any Governmental Entity
        applicable to Seller or any of its material properties or assets, except,
        in the
        case of clauses (ii) and (iii) above, any such conflicts, breaches, violations
        or defaults, which would not reasonably be expected to have a Material Adverse
        Effect on the CRM Division or that would reasonably be expected to prevent
        or
        materially delay the consummation by Seller of the transactions contemplated
        by
        this Agreement and the Ancillary Agreements.  Except as disclosed in
Schedule 4.2(c), to the Knowledge of Seller, no notice to, filing with,
        and no permit, authorization, consent or approval of, any Governmental Entity,
        or any other Person is necessary for the execution and delivery of this
        Agreement and the Ancillary Agreements by Seller or the consummation by Seller
        of the transactions contemplated by this Agreement or the Ancillary
        Agreements.

       

      Section
        4.3    Litigation

       


      
        
          
          

        

        
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      To
        Seller’s Knowledge, there is no private or governmental action, suit,
        proceeding, claim or investigation pending before any agency, court or tribunal,
        foreign or domestic, or threatened against Seller in connection with the
        CRM
        Division or the Acquired Assets or which would reasonably be expected to
        prevent
        or materially delay the consummation by Seller of the transactions contemplated
        by this Agreement and the Ancillary Agreements.  

       

      Section
        4.4    Title to
        Property

       

      Except
        as
        disclosed in Schedule 4.4, the Seller has good and marketable title to
        all tangible Acquired Assets, free and clear of any and all
        Liens.  The Acquired Assets, together with the intellectual property
        rights licensed pursuant to the IP Agreement and the services and arrangements
        described in the Transition Services Agreement, comprise all assets and services
        required for the continued conduct of the CRM Division by the Purchaser as
        now
        being conducted.

       

      Section
        4.5    Intellectual
        Property

       

      (a)           Noninfringement.

       

      (i)     The
        Seller Disclosure Schedule includes a list of:  (A) all written
        allegations, received by Seller that the Acquired Assets infringe or
        misappropriate the intellectual property rights of any third party; and (B)
        any
        written opinions of counsel relating thereto delivered to
        Seller.     

       

      (ii)     The
        Acquired
        Technology developed by Seller does not infringe or misappropriate or made
        any
        unlawful use of, any Proprietary Asset owned or used by any other
        Person.

       

      (iii)    To
        the
        Seller’s Knowledge, no other Person is infringing, misappropriating or making
        any unlawful use of, and no Proprietary Asset owned or used by any other
        Person
        infringes or conflicts with, any Assigned Intellectual Property
        Rights.

       

      (b)           Ownership. 
        Seller is the sole owner of the Assigned Intellectual Property
        Rights.

       

      (c)           Validity.  No
        written notices have been received alleging that the Assigned Intellectual
        Property Rights are invalid or unenforceable.

       

      (d)           Confidentiality.  No
        trade secrets within the Assigned Intellectual Property Rights have been
        disclosed to a third party other than pursuant to written non-disclosure
        agreements.  Schedule 4.5 contains a complete and correct list
        of all non-disclosure agreements pursuant to which trade secrets within the
        Assigned Intellectual Property Rights have been disclosed to third
        parties.

       

      (e)           No
        Restrictions.  There are no settlements, consents, or judgments between
        Seller and a third party that:  (i) restrict the Purchaser’s right to
        use any of the Assigned Intellectual Property Rights; (ii) restrict the
        distribution or sale of the CRM Products in order to accommodate a third
        party’s
        Intellectual Property Rights; or (iii) permit third parties to use any of
        the
        Assigned Intellectual Property Rights.

       


      
        
          
          

        

        
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        Section 4.6     Territorial
        Restrictions.

       

      Seller
        is
        not restricted by any written agreement or understanding with any other Person
        from carrying on the business conducted by the CRM Division anywhere in the
        world.  Purchaser, solely as a result of its purchase of the Acquired
        Assets from Seller pursuant hereto and the assumption of the Assumed
        Liabilities, will not thereby become restricted in carrying on any business
        anywhere in the world.

       

      Section
        4.7    Customers.

       

      Seller
        has not received any notice or
        has any reason to believe that any significant customer of the CRM Division
        has
        ceased, or will cease, to use the products, goods or services of the CRM
        Division.

       

      Section
        4.8    Assumed
        Contracts.

       

      Seller
        has delivered to Buyer complete
        and correct copies of all Assumed Contracts, together with all amendments
        thereto, and accurate descriptions of all material terms of all oral Assumed
        Contracts. All Assumed Contracts are in full force and effect and
        enforceable against each party thereto.  There does not exist under
        any Assumed Contract any event of default or event or condition that, after
        notice or lapse of time or both, would constitute a violation, breach or
        event
        of default thereunder on the part of Seller or, to the best knowledge of
        Seller,
        any other party thereto except as set forth in
Schedule 4.8.

       

      Section
        4.9    Taxes

       

      Seller
        has (A) filed with the
        appropriate taxing authorities all Tax Returns relating to the Acquired Assets
        or the CRM Division required to be filed for any period ending on or before
        the
        Closing Date (or are properly on extension), and all such filed Tax Returns
        are
        true, correct and complete in all material respects, and (B) paid in full
        all
        Taxes shown to be due on such Tax Returns, together with any penalties or
        fines
        due in connection therewith.  There are no liens for Taxes upon the
        Acquired Assets except for statutory liens for current Taxes not yet due
        and
        payable.  Seller will file appropriate Tax Returns for any period
        ending on or before the Closing Date, and pay any Taxes for such periods
        when
        due.  Seller has not received any outstanding notice of audit and is
        not undergoing any audit of Tax Returns relating to the Acquired Assets or
        the
        CRM Division or received any notice of deficiency or assessment from any
        taxing
        authority with respect to liability for Taxes relating to the Acquired Assets
        or
        the CRM Division which has not been fully paid or finally
        settled.  There have been no waivers of statutes of limitations by
        Seller with respect to any Tax Returns relating to the Acquired Assets or
        the
        CRM Division.  Seller has complied in all material respects with all
        applicable laws, rules and regulations relating to the payment and withholding
        of Taxes and has withheld all amounts required by law to be withheld from
        the
        wages or salaries of employees and independent contractors of the CRM Division,
        and is not liable for any Taxes with respect to the employees and independent
        contractors of the CRM Division for failure to comply with such laws, rules
        and
        regulations.

       

      Section
        4.10   Brokers’
        and Finders’
        Fees

       

      Seller
        has not incurred, nor will it incur, directly or indirectly, any liability
        for
        brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
        any similar charges in connection with this Agreement or any transaction
        contemplated hereby that will be charged to the CRM Division.

       

      Section
        4.11    Board
        Approval

       


      
        
          
          

        

        
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      Seller’s
        board of directors has adopted and approved this Agreement, the IP Agreement
        and
        the Acquisition, and such approval has not been amended, rescinded or
        modified.  

       

       

      ARTICLE
        V


       

      cccccccccREPRESENTATIONS
        AND WARRANTIES OF PURCHASER

       

      Purchaser
        represents and warrants to
        Seller as of the date hereof and as of the Closing as follows:

       

      Section
        5.1    Organization,
        Standing and Power

       

      Purchaser
        is a limited liability company duly organized, validly existing and in good
        standing under the laws of the State of Colorado.  Purchaser has the
        requisite power to own its properties and to carry on its business as now
        being
        conducted.  Purchaser is duly qualified to do business and is in good
        standing in each jurisdiction in which the failure to be so qualified and
        in
        good standing would materially delay the consummation of the transactions
        contemplated by this Agreement and the Ancillary Agreements by
        Purchaser.  Purchaser is not in violation of any of the provisions of
        its Articles of Organization or Operating Agreement.

       

      Section
        5.2    Authority;
        No Conflicts

       

      (a)           Purchaser
        has the requisite power and authority to enter into this Agreement and the
        Ancillary Agreements and to consummate the transactions contemplated hereby
        and
        thereby.  The execution and delivery of this Agreement and the
        Ancillary Agreements, and the consummation of the transactions contemplated
        hereby and thereby have been duly authorized by all necessary action on the
        part of Purchaser.

       

      (b)           This
        Agreement has been duly executed and delivered by Purchaser and constitutes
        the
        valid and binding obligations of Purchaser enforceable against Purchaser
        in
        accordance with its terms, except to the extent that enforceability may be
        limited by the effect, if any, of any applicable bankruptcy, reorganization,
        insolvency, moratorium or other Laws affecting the enforcement of creditors’
rights generally or any general principles of equity, regardless of whether
        such
        enforceability is considered in a proceeding at law or in equity.

       

      (c)           Neither
        the execution and delivery by Purchaser of this Agreement and the Ancillary
        Agreements nor the consummation of the transactions contemplated hereby or
        thereby will conflict with, or result in any violation of, or default under
        (with or without notice or lapse of time, or both) any provision of the
        Articles of Organization or Operating Agreement, or other equivalent charter
        documents, as applicable, of Purchaser.

       

      Section
        5.3    Litigation

       

      To
        Purchaser’s Knowledge, there is no private or governmental action, suit,
        proceeding, claim or investigation pending before any agency, court or tribunal,
        foreign or domestic, or threatened against Purchaser which would reasonably
        be
        expected to have a Material Adverse Effect on Purchaser or prevent or materially
        delay the consummation by Purchaser of the transactions contemplated by this
        Agreement and the Ancillary Agreements.

       


      
        
          
          

        

        
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      Section
        5.4    Brokers’
        and Finders’ Fees

       

      Purchaser
        has not incurred, nor will it incur, directly or indirectly, any liability
        for
        brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
        any similar charges in connection with this Agreement or any transaction
        contemplated hereby.

       

      Section
        5.5     Funds

       

      Purchaser
        has access to adequate funds to permit Purchaser to support operations and
        to
        aggressively pursue completion of the Starscape customer acquisition and
        pay the
        Purchase Price.

       

      Section
        5.6    Purchaser
        Investigation

       

      Purchaser
        has conducted (with the assistance of its representatives and advisers to
        the
        extent Purchaser has deemed appropriate) its own independent investigation,
        review and analysis of Seller, the CRM Division, the CRM Products and the
        Acquired Assets.  Purchaser acknowledges that: (i) it and its
        representatives and advisers have been provided adequate access to the
        personnel, properties, premises and records of Seller, the CRM Division and
        the
        CRM Products for purposes of such investigation, review and analysis and
        (ii)
        Purchaser is knowledgeable about the CRM Products and the industries in which
        Seller operates the CRM Division, and is capable of evaluating the merits
        and
        risks of the transactions contemplated by this Agreement and the Ancillary
        Agreements.  Purchaser acknowledges that it has relied solely upon the
        aforementioned investigation, review and analysis and not on any representation
        or warranty of Seller or any Person acting on behalf of Seller (except the
        specific representations and warranties of Seller set forth in Article IV
        of
        this Agreement).

       

      ARTICLE
        VI


       

      CERTAIN
        COVENANTS

       

      Section
        6.1    Conduct
        of
        the CRM Division

       

      Except
        (1) as contemplated by this Agreement, (2) as set forth in the Seller Disclosure
        Schedule, or (3) as agreed by Seller and Purchaser in writing, during the
        period
        from the date of this Agreement and continuing until the earlier of the
        termination of this Agreement or the Closing:

       

      (a)           Seller
        shall use its reasonable efforts to operate the CRM Division in the usual,
        regular and ordinary course in substantially the same manner as heretofore
        conducted, to keep available the services of the key employees of the CRM
        Division and to preserve the relationships of the CRM Division with customers,
        suppliers, distributors, licensors, licensees, and others having business
        dealings with it; and

       

      (b)           Seller
        agrees to keep in full force and effect insurance comparable in amount and
        scope
        to the coverage maintained on the CRM Division and the Acquired Assets by
        it (or
        on behalf of it) on the date hereof.

       

      Section
        6.2    Access to
        Information

       

      (a)           Seller
        shall afford Purchaser and its accountants, counsel and other representatives,
        reasonable access during normal business hours during the period prior to
        the
        Closing to (i) the Acquired Assets and (ii) such other information concerning
        the CRM Division and the CRM Products as Purchaser may reasonably
        request.

       


      
        
          
          

        

        
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      (b)           Subject
        to compliance with applicable Law, from the date hereof until Closing, Seller
        shall confer on a regular basis with one or more representatives of Purchaser
        to
        report operational matters of materiality and the general status of ongoing
        operations.

       

      (c)           Seller
        shall give prompt notice to Purchaser upon learning of (a) the occurrence
        or non-occurrence of any event whose occurrence or non-occurrence, as the
        case
        may be, would reasonably be expected to cause either (i) any representation
        or
        warranty contained in this Agreement to be untrue or inaccurate in any material
        respect at the date hereof or at the Closing or (ii) any condition set forth
        in
Article VII to be unsatisfied at the Closing Date (except to the extent
        it refers to a specific date) and (b) any material failure of Seller, as
        the
        case may be, to comply with or satisfy any covenant, condition or agreement
        to
        be complied with or satisfied by it hereunder.

       

      (d)           Seller
        may from time to time prior to or on the Closing Date by notice in accordance
        with this Agreement supplement or amend the Seller Disclosure Schedule to
        (i)
        correct any matter that would otherwise constitute a breach of any
        representation, warranty or covenant contained in this Agreement.  If
        such a supplement to or amendment of the Seller Disclosure Schedule materially
        and adversely affects the benefits to be obtained by Purchaser under this
        Agreement, then Purchaser shall have the right to terminate this Agreement,
        but
        such right of termination shall be Purchaser’s sole remedy relating to matters
        set forth in amendments or supplements to the Seller Disclosure Schedule
        unless
        the existence of such matters were known to Seller prior to the execution
        hereof
        and Seller willfully failed to include such matters in the Seller Disclosure
        Schedule, in which event Purchaser shall be entitled to recover its actual
        out
        of pocket expenses incurred during the period commencing on the execution
        date
        hereof and ending on the effective date of termination of this
        Agreement.  Notwithstanding any other provision of this Agreement to
        the contrary, the Seller Disclosure Schedule and the representations and
        warranties made by Seller shall be deemed for all purposes to include and
        reflect such supplements and amendments as of the date hereof and at all
        times
        hereafter, including the Closing Date.

       

      Section
        6.3     Public
        Disclosure; Confidentiality

       

      (a)           Purchaser
        and Seller shall, prior to Closing, consult with each other before issuing
        any
        press release, making any other public statement or making any other disclosure
        to any third party (whether or not in response to an inquiry) regarding the
        existence or terms of this Agreement or the Ancillary Agreements and the
        transactions contemplated hereby and thereby, and, prior to the Closing,
        neither
        Purchaser nor Seller shall, and each shall use their respective reasonable
        efforts to ensure that their respective representatives and advisors shall
        not,
        issue any such press release or make any such statement or disclosure without
        the prior written approval of the other party, except as may be required by
        Law, in which case the disclosing party shall provide to the other party
        to this
        Agreement such advance notice as is reasonable under the circumstances prior
        to
        the making of, and shall consult with the other party regarding the form
        of, any
        such required disclosure.  Notwithstanding the foregoing, Purchaser
        and Seller may reveal the existence and terms of this Agreement and the
        Ancillary Agreements to their respective representatives and advisors (i)
        who
        need to know the terms of this Agreement or the Ancillary Agreements, as
        the
        case may be, for the purpose of evaluating the Acquisition, (b) who are informed
        of the confidential nature of this Agreement and the Ancillary Agreements
        and
        (c) who agree to act in accordance with the terms of this Section
        6.3.

       

      (b)           From
        the date hereof and after the Closing, Seller and its respective Affiliates
        will
        hold, and will use their reasonable best efforts to cause their respective
        representatives to hold, in confidence, unless compelled to disclose pursuant
        to
        any applicable Law, all confidential documents and information relating to
        the
        CRM Division and the CRM Products, except to the extent that such information
        can be shown to have been (i) previously known on a nonconfidential basis
        by
        such party or (ii) in the public domain through no fault of Seller and its
        Affiliates.

       


      
        
          
          

        

        
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                    Section
        6.4    Consents

       

      Each
        of
        Purchaser and Seller shall promptly apply for or otherwise seek, and use
        their
        reasonable efforts to obtain, all consents, waivers, approvals assignments
        and
        novations required to be obtained to consummate the transactions contemplated
        by
        this Agreement and the Ancillary Agreements.

       

      Section
        6.5    Legal
        Requirements

       

      Subject
        to the terms and conditions herein provided, each of Purchaser and Seller
        will
        take all reasonable actions necessary to comply in all material respects
        promptly with all legal requirements which may be imposed on it with respect
        to
        the consummation of the transactions contemplated by this Agreement and the
        Ancillary Agreements and will take all reasonable actions necessary to obtain
        (and will cooperate with the other party hereto in obtaining) any consent,
        approval, order or authorization of, or any registration, declaration or
        filing
        with, any Governmental Entity or other Person, required to be obtained or
        made
        by it in connection with the taking of any action contemplated by this Agreement
        or the Ancillary Agreements.

       

      Section
        6.6    Reasonable
        Efforts and Further Assurances

       

      Prior
        to
        the Closing, upon the terms and subject to the conditions of this Agreement,
        Purchaser and Seller agree to use their 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 (subject to any applicable Laws) to consummate the
        Acquisition as promptly as practicable.  Following the Closing, each
        of Seller and Purchaser shall cooperate with each other and shall execute
        and
        deliver such additional instruments or documents, and take such other actions
        as
        shall be necessary, or as such other party reasonably requests, to evidence,
        confirm or give effect to the transactions contemplated by this Agreement
        and
        the Ancillary Agreements.

       

      Section
        6.7     Tax
        Matters

       

      (a)           Responsibility
        for the preparation and filing of Tax Returns and the payment of Taxes incurred
        as a result of the sale and transfer of the Acquired Assets and the assumption
        of the Assumed Liabilities hereunder will be as follows:

       

      (i)     Purchaser
        and
        Seller will each prepare and file such Tax Returns as may be, respectively,
        required of them in connection with all excise, sales, use, value added,
        transfer, stamp, documentary, filing, recordation or other similar Taxes
        incurred as a result of the sale and transfer of the Acquired Assets and
        the
        Assumed Liabilities hereunder in accordance with the form of the Acquisition
        or
        as may otherwise be required by a Governmental Entity; provided,
however, that the cost of all such Taxes will be borne by
        Seller.

       

      (ii)    Seller
        will
        be responsible for the preparation and filing of any required income Tax
        Returns
        and the payment of all of Seller’s income Taxes incurred as a result of the sale
        and transfer of the Acquired Assets and the Assumed Liabilities
        hereunder.

       

      (iii)    Seller
        will
        be responsible for the timely payment of, and shall indemnify and hold harmless
        Purchase against, all sales (including, without limitation, bulk sales),
        use,
        value added, documentary, stamp, gross receipts, registration, transfer,
        conveyance, excise, recording, license and other similar Taxes and
        fees

       


      
        
          
          

        

        
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      (“Transfer
        Taxes”), arising out of or in connection with or attributable to the
        transactions effected pursuant to this Agreement.

       

      (iv)    Seller
        will
        be responsible for the preparation and filing of all Tax Returns and the
        payment
        of all Taxes relating to the Acquired Assets and the Assumed Liabilities
        for the
        period up to and including the Closing Date.

       

      (v)    For
        the
        period after the Closing, Purchaser will be responsible for the preparation
        and
        filing of all Tax Returns and the payment of all other Taxes of any nature
        incurred or relating to the Acquired Assets or the Assumed
        Liabilities.

       

      (b)           Purchaser
        and Seller will provide each other with such cooperation and information
        as
        either of them reasonably may request of the other in connection with filing
        any
        Tax Return, amended return or claim for refund, determining a liability for
        Taxes or a right to refund of Taxes or preparation for litigation or
        investigation of claims or in connection with any audit.  Each of
        Purchaser and Seller will retain all Tax Returns, schedules and work papers
        and
        all material records or other documents relating to Tax matters concerning
        the
        CRM Products for the taxable year of Seller ending after the Closing Date
        and
        for all previous years, until the expiration of the statute of limitations
        of
        the taxable years to which such Tax Returns and other documents relate (and,
        to
        the extent notified by the other party in writing, any extensions
        thereof).  Any information obtained under this Section 6.7(b)
        will be kept confidential as contemplated by Section 6.3, except as may
        be otherwise necessary in connection with the filing of Tax Returns or claims
        for refund or in conducting an audit or other proceeding related to the payment
        of Taxes.

       

      (c)           If
        in order to prepare proper documents required to be filed with Governmental
        Entities or its financial statements, it is necessary that either Purchaser
        or
        Seller be furnished with additional information relating to the Acquired
        Assets
        or the Assumed Liabilities and such information is in the possession of the
        other party, such other party will use its reasonable efforts to furnish
        such
        information in a timely manner to the party reasonably requiring such
        information, at the cost and expense of the party requiring such
        information.

       

      (d)           Seller
        and Purchaser will file or provide to each other such Tax Returns, forms
        and
        other documents as may be required or necessary to minimize or obtain an
        exemption from any excise, sales, use, value added, transfer, stamp,
        documentary, filing, recordation or other similar Taxes that arise with respect
        to the Acquired Assets or the Assumed Liabilities.  Without limiting
        the generality of the foregoing, on or before the Closing Date Purchaser
        will
        provide Seller with any required sales Tax exemption certificates of Purchaser
        required in connection with the Acquisition.

       

      (e)           Notwithstanding
        any other provision of this Section 6.7, no party will have access to the
        other party’s federal, state or foreign income Tax Returns or books and records
        relating thereto.

       

      Section
        6.8    Employees

       

      (a)           Purchaser
        shall offer employment to the employees of Seller listed on Schedule 6.8
        (the “CRM Division Employees”).   Employment by
        Purchaser of CRM Division Employees who accept Purchaser’s offer of employment
        shall commence as of the Closing Date.  Any CRM Division Employees who
        do not accept Purchaser's offer of employment shall remain employees of Seller
        subject to the existing terms and conditions of such employment.

       


      
        
          
          

        

        
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      (b)           Seller
        and Purchaser acknowledge and agree that all provisions contained in this
        Agreement with respect to CRM Division Employees are included for the sole
        benefit of Seller and Purchaser and shall not create any right (i) in any
        other
        Person, including any such CRM Division Employee, or (ii) to continued
        employment with Purchaser or Seller.

       

      Section
        6.9    Non-solicitation

       

      From
        the
        date hereof until the third anniversary of the Closing Date, each of Seller
        and
        Purchaser agree that, except as contemplated by Section 6.8(a) above,
        without the written consent of the other party, it shall not, directly or
        indirectly,

       

      (a)           induce,
        solicit or hire,

       

      (b)           attempt
        to induce, solicit or hire or

       

      (c)           aid
        or assist any other Person to induce, solicit or hire,

       

      any
        person who is at the time an employee of the other Party, nor shall it induce
        or
        encourage any such person to leave the employ of the other party.

       

      Section
        6.10    Waiver
        of
        Bulk Sales Requirement

       

      Each
        of
        the parties waives compliance with any applicable bulk sales laws, including
        the
        Uniform Commercial Code Bulk Transfer provisions.

       

      Section
        6.11    Starscape
        Customer Acquisition.

       

      (a)           Seller
        hereby agrees to provide Purchaser with a copy of all RFP’s, proof of concept
        documents, purchase orders, or other customer acquisition documents relating
        to
        Starscape. Purchaser hereby agrees that it shall use its reasonable efforts
        to consummate the sale of the CRM Products to Starscape on behalf of Seller
        on
        reasonable terms and conditions.   Provided that Purchaser has
        not defaulted in the performance of its obligations herein relating to the
        exercise of reasonable efforts to consummate such sale, Purchaser shall have
        no
        liability to Seller in the event that the sale of CRM Products to Starscape
        is
        not consummated and shall have no obligation to Seller to pay any additional
        amounts to Seller on account thereof.

       

      (b)           In
        consideration for the services to be provided by Purchaser, Purchaser shall
        be
        entitled to retain, on account of its sales efforts and maintenance obligations,
        all amounts received from Starscape in excess of 800,000, inclusive of any
        license payments, royalties, fees or similar payments, arising from the
        consummation of the sale of CRM Products to
        Starscape.   Purchaser shall instruct Starscape to pay over to
        Seller all amounts payable as a result of such sale promptly as and when
        they
        fall due.  In the event that Starscape pays to Purchaser, or Purchaser
        otherwise receives, any such royalties or other fees prior to achievement
        of the
        $800,000 threshold, Purchaser shall promptly pay all such royalties and other
        fees paid to or otherwise received by Purchaser to Seller.  Purchaser
        shall be entitled to collect any amounts in excess of
        $800,000.

       

      (c)           Purchaser
        hereby agrees that from and after the Closing Date: (i) all product warranty,
        repair, service, support and maintenance obligations relating to the CRM
        Products sold to Starscape, and all liabilities arising thereunder or related
        thereto, shall, as of the Closing Date, be the sole and exclusive responsibility
        of Purchaser; (ii) Seller shall have no further obligation or liability in
        respect

       


      
        
          
          

        

        
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      thereof;
        and (iii) Purchaser shall hold Seller harmless and indemnify Seller for any
        and
        all Damages incurred by Seller in connection with any such obligations or
        liabilities.

       

      (d)            Nothing
        contained herein shall obligate Purchaser to initiate any cause of action
        or any
        other collection activity or incur any expenses in enforcing the rights of
        Seller in connection with the sale of the CRM Products to
        Starscape.

       

      


      ARTICLE
        VII


       

      CONDITIONS
        TO THE CLOSING

       

      Section
        7.1    Conditions
        to Obligations of Each Party to Effect the
Acquisition

       

      The
        respective obligations of each party to this Agreement to consummate and
        effect
        the Acquisition and the transactions contemplated by this Agreement shall
        be
        subject to the satisfaction at or prior to the Closing of each of the following
        conditions, any of which may be waived, in writing, by agreement of all the
        parties hereto:

       

      (a)           No
        Injunctions or Restraints; Illegality.  No temporary restraining
        order, preliminary or permanent injunction or other order issued by any court
        of
        competent jurisdiction or other regulatory restraint or prohibition preventing
        the consummation of the Acquisition shall be in effect, nor shall any proceeding
        brought by an administrative agency or commission or other Governmental Entity
        or instrumentality, domestic or foreign, seeking any of the foregoing be
        pending; provided, however, that prior to asserting this
        condition, each of the parties shall have used its reasonable efforts to
        prevent
        the entry of any such injunction or other order and to appeal as promptly
        as
        possible any such injunction or other order that may be entered.  No
        statute, rule, regulation or order shall have been enacted, entered or enforced,
        which makes consummation of the transactions contemplated by this Agreement
        and
        the Ancillary Agreements illegal.

       

      (b)           Third
        Party Consents.  The consent or approval of those Persons whose
        consent or approval shall be required in connection with the transactions
        contemplated by this Agreement and the Ancillary Agreements shall have been
        obtained in form and substance reasonably satisfactory to Purchaser and
        Seller.

       

      Section
        7.2    Additional
        Conditions to Obligations of Seller

       

      The
        obligations of Seller to consummate and effect the Acquisition and the
        transactions contemplated by this Agreement shall be subject to the satisfaction
        at or prior to the Closing of each of the following conditions, any of which
        may
        be waived, in writing, by Seller:

       

      (a)           Representations,
        Warranties and Covenants.  (i) The representations and warranties
        of Purchaser in this Agreement shall be true and correct in all material
        respects (except for such representations and warranties that are qualified
        by
        their terms by a reference to materiality or Material Adverse Effect which
        representations and warranties as so qualified shall be true in all respects)
        on
        and as of the Closing Date as though such representations and warranties
        were
        made on and as of such date (except for such representations and warranties
        which speak as of a particular time which representations and warranties
        need be
        true and correct only as of such time) and (ii) Purchaser shall have performed
        and complied in all material respects with all covenants, obligations and
        conditions of this Agreement required to be performed and complied with by
        it as
        of the Closing Date.

       


      
        
          
          

        

        
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      (b)           Closing
        Deliveries.  Purchaser shall have delivered to Seller all
        instruments and documents required to be delivered by Purchaser under Section
        3.3.

       

      (c)           Employment
        Offers.  Purchaser shall have provided offers of employment to all
        CRM Division Employees in accordance with the requirements of Section
        6.8.

       

      Section
        7.3    Additional
        Conditions to the Obligations of Purchaser

       

      The
        obligations of Purchaser to consummate and effect the Acquisition and the
        transactions contemplated hereby shall be subject to the satisfaction at
        or
        prior to the Closing of each of the following conditions, any of which may
        be
        waived, in writing, by Purchaser:

       

      (a)           Representations,
        Warranties and Covenants.  (i) The representations and
        warranties of Seller in this Agreement shall be true and correct in all material
        respects (except for such representations and warranties that are qualified
        by
        their terms by a reference to materiality or Material Adverse Effect which
        representations and warranties as so qualified shall be true in all respects)
        on
        and as of the Closing Date as though such representations and warranties
        were
        made on and as of such date (except for such representations and warranties
        which speak as of a particular time which representations and warranties
        need be
        true and correct only as of such time) and (ii) Seller shall have performed
        and complied in all material respects with all covenants, obligations and
        conditions of this Agreement required to be performed and complied with by
        it as
        of the Closing Date.

       

      (b)           Certificate
        of Seller.  Purchaser shall have received an officer’s certificate
        certifying fulfillment of the conditions set forth in Section
        7.3(a).

       

      (c)           Closing
        Deliveries.  Seller shall have delivered to Purchaser all
        instruments and documents required to be delivered by Seller under Section
        3.2.

       

      Section
        7.4    Frustration
        of Conditions

       

      Neither
        Purchaser nor Seller may rely on the failure of any condition set forth in
        this
Article VII to be satisfied if such failure was caused by such party’s
        failure to comply with or perform any of its covenants or obligations set
        forth
        in this Agreement.

       

      ARTICLE
        VIII

       

      TERMINATION,
        AMENDMENT AND WAIVER

       

      Section
        8.1    Termination

       

      At
        any
        time prior to the Closing this Agreement may be terminated:

       

      (a)           by
        mutual consent of Purchaser and Seller;

       

      (b)           by
        either Purchaser or Seller, if the Closing shall not have occurred on or
        before
        December 31, 2006 (the “Termination Date”), which right to terminate may
        be exercised at any time thereafter and may not be waived except expressly
        in
        writing; provided, however, that the right to terminate this
        Agreement under this Section 8.1(b) shall not be available to any party
        whose action or failure to act has been the cause or resulted in the failure
        of
        the Acquisition to be consummated on or before such date and/or such action
        or
        failure to act constitutes a breach of this Agreement;

       


      
        
          
          

        

        
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      (c)           by
        Purchaser, if it is not in material breach of its obligations under this
        Agreement and its actions or failure to act have not been the cause or resulted
        in the failure of the Acquisition to be consummated, if Seller shall breach
        any
        representation, warranty, obligation or agreement hereunder, or if any
        representation or warranty of Seller shall have become untrue, in either
        case
        such that the conditions set forth in Section 7.3(a) would not be
        satisfied as of the time of such breach or as of the time such representation
        or
        warranty shall have become untrue, and such breach shall not have been cured,
        or
        by its nature cannot be cured, within twenty (20) days following receipt
        by
        Seller of written notice of such breach;

       

      (d)           by
        Seller, if it is not in material breach of its obligations under this Agreement
        and its actions or failure to act have not been the cause or resulted in
        the
        failure of the Acquisition to be consummated, if Purchaser shall breach any
        representation, warranty, obligation or agreement hereunder, or if any
        representation or warranty of Purchaser shall have become untrue, in either
        case
        such that the conditions set forth in Section 7.2(a) would not be
        satisfied as of the time of such breach or as of the time such representation
        or
        warranty shall have become untrue, and such breach shall not have been cured,
        or
        by its nature cannot be cured, within twenty (20) days following receipt
        by
        Purchaser, as the case may be, of written notice of such breach;
        and

       

      (e)           by
        Purchaser or Seller if any permanent injunction or other order of a court
        or
        other competent authority preventing the consummation of the Acquisition
        shall
        have become final and nonappealable.

       

      Section
        8.2     Effect of
        Termination

       

      In
        the
        event of termination of this Agreement as provided in Section 8.1, this
        Agreement shall forthwith become void, and except as provided in Section
        8.3, there shall be no liability or obligation on the part of Purchaser,
        Seller or their respective officers, directors, stockholders, shareholders
        or
        Affiliates, except to the extent that such termination results from fraud;
        provided that the provisions of Section 6.3 (Public Disclosure),
Section 6.8 (Confidentiality), this Section 8.2, Section
        8.3 (Expenses) and Article X shall remain in full force and effect
        and survive any termination of this Agreement.

       

      Section
        8.3     Expenses

       

      Whether
        or not the Acquisition is consummated, all costs and expenses arising out
        of,
        relating to or incidental to the discussion, evaluation, negotiation and
        documentation of this Agreement and the Ancillary Agreements and the
        transactions contemplated hereby and thereby (including reasonable fees and
        expenses of legal counsel and financial advisors and accountants, if any)
        (in
        the aggregate, “Transaction Expenses”) shall be borne solely by the party
        incurring such expense.

       

      ARTICLE
        IX

       

      INDEMNIFICATION

       

      Section
        9.1    Indemnification

       

      (a)           Subject
        to the limitations set forth in this Article IX and in Section
        10.1, the Seller will defend, indemnify and hold harmless Purchaser, its
        officers, directors, employees, agents, advisers, representatives and Affiliates
        (collectively, the “Purchaser Indemnified Persons”) from and against, and
        pay or reimburse the Purchaser Indemnified Persons for, any and all claims,
        liabilities, obligations, losses, fines, costs, royalties, proceedings,
        deficiencies or damages (whether absolute,

       


      
        
          
          

        

        
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      accrued,
        conditional or otherwise and whether or not resulting from third party claims),
        including out-of-pocket expenses and reasonable attorneys’ fees incurred in the
        investigation or defense of any of the same or in asserting any of their
        respective rights hereunder (collectively, “Damages”) resulting from or
        arising out of:

       

      (i)                 any
        misrepresentation or breach of, or default in connection with, any of the
        representations, warranties, covenants and agreements given or made by Seller
        in
        this Agreement (as modified by the Seller Disclosure Schedule or any other
        Schedule to this Agreement), or in any exhibit or schedule to, or certificate
        delivered in connection with, this Agreement;

       

      (ii)                 any
        and all Excluded Assets, Excluded Liabilities or Transaction Expenses of
        Seller;

       

      (iii)                 any
        and all Taxes of Seller and its Affiliates not relating to or arising out
        of the
        CRM Division and expressly assumed by Purchaser hereunder;

       

      (iv)                 any
        and all liabilities in respect of employees arising prior to the Closing
        Date.

       

      (b)           Subject
        to the limitations set forth in this Article IX and in Section
        10.1, the Purchaser will indemnify and hold harmless Seller and its
        Affiliates and their respective officers, directors, agents and employees
        (hereinafter referred to individually as a “Seller Indemnified
Person” and collectively as “Seller Indemnified Persons”),
        from and against any and all Damages arising out of:

       

      (i)                 any
        misrepresentation or breach of, or default in connection with, any of the
        representations, warranties, covenants and agreements given or made by Purchaser
        in this Agreement, or in any exhibit or schedule to, or certificate delivered
        in
        connection with, this Agreement; or

       

      (ii)                 from
        and after the Closing Date, any and all Acquired Assets, Assumed Liabilities
        or
        Transaction Expenses of Purchaser.

       

      (c)           Notwithstanding
        any other provision hereof, in no event shall either party be liable for
        any
        punitive, consequential, indirect, special or exemplary damages.

       

      (d)           The
        amount of Damages for which the Purchaser Indemnified Persons may be indemnified
        pursuant to this Agreement shall be reduced by (1) the amount of any insurance
        proceeds payable to any Purchaser Indemnified Person with respect to such
        Damages, (2) any indemnity, contribution or similar payment payable to any
        Purchaser Indemnified Person and (3) an amount equal to the amount of any
        Tax
        benefits received by any Purchaser Indemnified Person attributable to such
        Damages.

       

      (e)           Indemnification
        pursuant to this Article IX shall be Purchaser’s sole and exclusive
        remedy in connection with any breach by Seller of this Agreement or the
        Ancillary Agreements, the Excluded Assets and the Excluded
        Liabilities.

       

      (f)           Any
        indemnification payment paid pursuant to this Article IX shall be treated
        as an adjustment to the purchase price.

       


      
        
          
          

        

        
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      Section
        9.2    Claims
        Procedure

       

      (a)           In
        the event that an Indemnified Person seeks to exercise its rights to obtain
        indemnification for Damages pursuant to the terms of Section 9.1 hereto,
        Purchaser, in the case of a Purchaser Indemnified Person, shall deliver to
        Seller, or Seller, in the case of a Seller Indemnified Person, shall deliver
        to
        Purchaser, a certificate signed by any officer of Purchaser or Seller, as
        the
        case my be, (an “Officer’s Certificate”) specifying in
        reasonable detail: (i) the amount of Damages for which indemnification is
        being
        sought, (ii) the individual items included in the amount of Damages in such
        claim, (iii) the identity of the Person for whom the claim is being made,
        (iv)
        the date (or dates) each part or item of Damages (x) was paid and the Person
        to
        whom such payment was made, (y) was properly accrued or (z) arose, (v) any
        actions that, to the Knowledge of the party submitting the Officer’s
        Certificate, have been taken to dispute the claim and (vi) the nature of
        the
        misrepresentation, breach of warranty or other reason set forth in Section
        9.1(a) or 9.1(b) to which the Damages are
        related.

       

      (b)           The
        indemnifying party (an “Indemnifying Party”), shall have the right to
        object to one or more of the claims set forth in any Officer’s Certificate
        delivered by Purchaser or Seller, as the case may be to the Indemnifying
        Party
        by serving written notice thereof within fifteen (15) Business Days following
        the delivery of such Officer’s Certificate, which notice shall specify in
        reasonable detail the basis for such objection.  In the event that the
        Indemnifying Party does not object to a claim in accordance with the preceding
        sentence by the close of business on the fifteenth (15th) Business Day following
        receipt by the Indemnifying Party of the Officer’s Certificate, the Indemnifying
        Party shall be deemed to have accepted and agreed to the claim set forth
        in such
        Officer’s Certificate, and shall be precluded from raising any objection thereto
        following such date, and such claim shall be due and payable by the Indemnifying
        Party as of the next Business Day.

       

      (c)           In
        case the Indemnifying Party so objects in writing to any claim or claims
        made in
        any Officer’s Certificate, Purchaser, in the case of a Purchaser Indemnified
        Party, or Seller, in the case of a Seller Indemnified Party, shall have fifteen
        (15) days after receipt of an objection by the Indemnifying Party to respond
        thereto in a written statement.  If after such fifteen (15) day period
        there remains a dispute as to any claims, the Indemnifying Party and Purchaser
        or Seller, as the case may be, shall attempt in good faith for sixty (60)
        days
        to agree upon the rights of the respective parties with respect to each of
        such
        claims.  If the Indemnifying Party and Purchaser or Seller, as the
        case may be, should so agree, the claims set forth in such Officer’s
        Certificate shall be modified as necessary to reflect such agreement, and
        such claim shall be due and payable by the Indemnifying Party as of the next
        Business Day.

       

      (d)           If
        no such agreement can be reached after good faith negotiation, either the
        Indemnifying Party or Purchaser or Seller, as the case may be, may, by written
        notice to the other, demand arbitration of the matter unless the amount of
        the
        damage or loss is at issue in pending litigation with a third party, in which
        event arbitration shall not be commenced until such amount is ascertained
        or
        both parties agree to arbitration; and in either such event the matter shall
        be
        settled by arbitration conducted by three arbitrators.  Within twenty
        (20) days after such written notice is sent, Purchaser or Seller, as the
        case
        may be, and the Indemnifying Party shall each select one arbitrator, and
        the two
        arbitrators so selected shall select a third arbitrator.  The decision
        of the arbitrators as to the validity and amount of any claim in such Officer’s
        Certificate shall be binding and conclusive upon the parties to this
        Agreement.

       

      (e)           Judgment
        upon any award rendered by the arbitrators may be entered in any court having
        jurisdiction.  Any such arbitration shall be held in Colorado under
        the commercial rules then in effect of the American Arbitration
        Association.  Each party shall bear its own expenses (including
        attorneys’ fees and expenses) incurred in connection with any such
        arbitration.  The fees and expenses of

       


      
        
          
          

        

        
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      each
        arbitrator and the administrative fee of the American Arbitration Association
        shall be allocated by the arbitrator or arbitrators, as the case may be (or,
        if
        not so allocated, shall be borne equally by the parties to the
        arbitration).

       

      Section
        9.3    
Third-Party
        Claims

       

      In
        the
        event that a party becomes aware of a third-party claim which such party
        believes give rise to indemnification under this Article IX, such party
        shall promptly notify the Indemnifying Party of such claim, and the Indemnifying
        Party shall be entitled, at their expense, to participate in any defense
        of such
        claim; provided, however, that the failure to give prompt notice
        shall not affect the indemnification provided hereunder except to the extent
        the
        Indemnifying Party has been actually prejudiced as a result of such
        failure.  Purchaser, in the case of a Purchaser Indemnified Party, or
        Seller, in the case of a Seller Indemnified Party, shall have the right in
        its
        sole reasonable discretion to settle any such claim; provided,
however, that neither Purchaser nor Seller, as the case may be,
        may
        effect the settlement of any such claim without the consent of the Indemnifying
        Party, which consent shall not be unreasonably withheld.  In the event
        that the Indemnifying Party has consented to any such settlement, the
        Indemnifying Party shall have no power or authority to object under any
        provision of this Article IX to any claim by an Indemnified Party for
        indemnity in the amount of such settlement.

       

      ARTICLE
        X

       

      GENERAL
        PROVISIONS

       

      Section
        10.1     Survival

       

      The
        representations, warranties, covenants and agreements of each of Purchaser
        and
        Seller contained in this Agreement shall survive until the first anniversary
        of
        the Closing Date, except for and to the extent the covenants and agreements
        specifically call for action after the Closing Date.  In no case shall
        the termination of the representations, warranties, covenants and agreements
        affect any claim for misrepresentation or breach thereof or default thereunder
        if an Officer’s Certificate with respect to such misrepresentation, breach or
        default is delivered in accordance with the requirements of Section 9.2
        prior to such termination.

       

      Section
        10.2    Notices

       

      All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally or by commercial delivery service, or
        mailed by registered or certified mail (return receipt requested), or sent
        by
        facsimile (which is confirmed), to the parties at the following address or
        facsimile numbers (or at such other address or facsimile number for a party
        as
        shall be specified by like notice):

       

      (a)        if
        to Purchaser, to:

       

      CustomerSoft,
        LLC

       

      Address 
        _____________________________

       

      Address 
        _____________________________

       

      Fax: 
        ________________________________


      
        
          
          

        

        
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        with a copy to:


       

      (b)        if
        to Seller, to:

       

      Premier
        Data Service, Inc.

      8310
        South Valley Highway, Suite 220

      Englewood,
        CO  80112

      Fax:

       

      with
        a copy to:

       

      
        Address 
          _____________________________

         

        Address 
          _____________________________

         

        Fax: 
          ________________________________

      

       

      Section
        10.3     Interpretation

       

      When
        a
        reference is made in this Agreement to Schedules or Exhibits, such reference
        shall be to a Schedule or Exhibit to this Agreement unless otherwise
        indicated.  The words “include,” “includes” and “including” when used
        herein shall be deemed in each case to be followed by the words “without
        limitation.”  The phrase “made available” in this Agreement means that
        the information referred to has been made available if requested by the party
        to
        whom such information is to be made available.  The phrases “the date
        of this Agreement”, “the date hereof”, and terms of similar import, unless the
        context otherwise requires, shall be deemed to refer to [●],
        2006.  The meanings given to terms defined herein will be equally
        applicable to both singular and plural forms of such terms.  Except as
        otherwise expressly provided herein, all references to “dollars” or “$” will be
        deemed references to the lawful money of the United States of
        America.  The table of contents and headings contained in this
        Agreement are for reference purposes only and shall not affect in any way
        the
        meaning or interpretation of this Agreement.

       

      Section
        10.4    Counterparts

       

      This
        Agreement may be executed in one or more counterparts, all of which shall
        be
        considered one and the same agreement and shall become effective when one
        or
        more counterparts have been signed by each of the parties and delivered to
        the
        other parties, it being understood that all parties need not sign the same
        counterpart.

       

      Section
        10.5    Entire
        Agreement; Nonassignability; Parties in Interest

       

      This
        Agreement and the documents and instruments and other agreements specifically
        referred to herein or delivered pursuant hereto, including the Exhibits,
        the
        Schedules, including the Seller Disclosure Schedule (a) constitute the entire
        agreement among the parties with respect to the subject matter hereof and
        supersede all prior agreements and understandings, both written and oral,
        among
        the parties with respect to the subject matter hereof, (b) except by operation
        of the Acquisition, shall not be assigned by operation of Law or otherwise
        except as otherwise specifically provided, and (c) shall be

       


      
        
          
          

        

        
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      binding
        upon and inure to the benefit of the parties hereto and their respective
        successors and permitted assigns.

       

      Section
        10.6    Severability

       

      In
        the
        event that any provision of this Agreement, or the application thereof, becomes
        or is declared by a court of competent jurisdiction to be illegal, void or
        unenforceable, the remainder of this Agreement will continue in full force
        and
        effect and the application of such provision to other Persons or circumstances
        will be interpreted so as reasonably to effect the intent of the parties
        hereto.  The parties further agree to replace such void or
        unenforceable provision of this Agreement with a valid and enforceable provision
        that will achieve, to the extent possible, the economic, business and other
        purposes of such void or unenforceable provision.

       

      Section
        10.7    Governing
        Law

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Colorado without reference to such state’s principles of conflicts of
        law.  Each of the parties hereto irrevocably consents to the exclusive
        jurisdiction of any court located within the States of Colorado, in connection
        with any matter based upon or arising out of this Agreement or the matters
        contemplated herein, and agrees that process may be served upon them in any
        manner authorized by the laws of the States of Colorado for such Persons
        and
        waives and covenants not to assert or plead any objection which they might
        otherwise have to such jurisdiction and such process.

       

      Section
        10.8     Rules of
        Construction

       

      The
        parties hereto agree that they have been represented by counsel during the
        negotiation, preparation and execution of this Agreement and, therefore,
        waive
        the application of any Law, regulation, holding or rule of construction
        providing that ambiguities in an agreement or other document will be construed
        against the party drafting such agreement or document.

       

      Section
        10.9    Specific
        Performance

       

      The
        parties hereto agree that if any of the provisions of this Agreement were
        not
        performed in accordance with their specific terms or were otherwise breached,
        irreparable damage would occur, no adequate remedy at law would exist and
        damages would be difficult to determine, and that the parties shall be entitled
        to specific performance of the terms hereof, in addition to any other remedy
        at
        law or equity.

       

      Section
        10.10    Amendment and
        Waiver

       

      The
        parties hereto may cause this Agreement to be amended at any time by execution
        of an instrument in writing signed on behalf of each of the parties
        hereto.  Any party hereto may, to the extent legally allowed, (i)
        extend the time for the performance of any of the obligations or other acts
        of
        the other parties hereto, (ii) waive any inaccuracies in the representations
        and
        warranties made to such party contained herein or in any document delivered
        pursuant hereto and (iii) waive compliance with any of the agreements or
        conditions for the benefit of such party contained herein.  Any
        agreement on the part of a party hereto to any such extension or waiver shall
        be
        valid only if set forth in an instrument in writing signed on behalf of such
        party.

       


      
        
          
          

        

        
          --
            27
            --

          
            

          

        

        
          
          

        

      


      [Signature
        page follows]

       

      



      
        
          
          

        

        
          --
            28
            --

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement
        or have caused this Agreement to be executed and delivered by their respective
        officers thereunto duly authorized, all as of the date first written
        above.

       

      


       

      
        	
                [●]

              	
                [●]

              
	 	 
	 	 
	 	 
	
                By:___________________________________

              	
                By:___________________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 	 
	 	 


      

      


      



      
        
          
          

        

        
          --
            29
            --

          
            

          

        

        
          
          

        

      



    
       

       
        
          

        

         

      

       

       

      SCHEDULES

       

       

       

      
        
          

        

      

       

      
         

        
          
            
            

          

          
            --
              30
              --

            
              

            

          

          
            
            

          

        

        

          Schedule
            1.1

          


          Equal
            Justice System Source Code

           

           

           

           

           

          


          
            
              
                
                

              

              
                --
                  31
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            2.1 (b)

          


          Don
            Brower

          7GPX711
            – Dell Computer and Peripherals including monitor, mouse and
            keyboard

          Y3074289P
            – Toshiba Laptop

          


          James
            Master

          Compaq
            SQL Server

          DELL
            Laptop
               
JM8B71

          DELL
            Desktop  
           
8H81H51

          Micron
            Desktop Dev       CustomerSoft property
            #86

           

           

           

           

          
 

          


          
            
              
                
                

              

              
                --
                  32
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            2.1 (d)

          


          Acquired
            Software

          


          Equal
            Justice System

          Unlimited
            Rights to LaunchPad Development Platform

           

           

           

           

          
 

          


          
            
              
                
                

              

              
                --
                  33
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            2.1 (e)

          


          Assumed
            Contracts

          Existing
            clients of CustomerSoft

          


          


          Access
            Data

          AdSpace

          Alsco

          American
            Trucking

          Bemidji
            State U.

          City
            of
            Aspen

          City
            of
            Sherman

          ComPlus
            Data

          ConnectShip

          Cornerstone
            Brands

          Custom
            Bus. Solutions

          DataComm
            Networks

          DFAS-SL-DFW

          EduTech
            Support Svcs

          FiServ
            CBS (Arlington)

          FiServ
            CBS (Orlando)

          Fisher
            -
            Rosemount

          Harcourt
            Brace

          Hudson
            Bank

          Intek

          Lasermax
            Roll Systems

          LIM

          Loyola
            University

          Marie
            Callendar's

          Micro
            Motion

          Mintec

          Network
            Alliance

          Norman
            Hospital

          Ocean
            Bank

          ONEs
            Technologies

          Open
            Solutions

          Pampered
            Chef

          Ratex

          Setech

          Spectron

          State
            Corp. of VA

          TFB
            House

          The
            Darby
            Group

          Trader
            Joe's

          Wild
            Adventures

          Wilson
            Jones Hospital

          


          


          
            
              
                
                

              

              
                --
                  34
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            2.2 (j)

          


          Excluded
            Assets

          


          The
            Asset Purchase Agreement only refers to the assets of the CRM Division;
            there
            are no excluded assets for the CRM Division and no assets of Premier
            Data
            Services are included with the Asset Purchase Agreement.

           

           

          
 

           

           

          


          


          
            
              
                
                

              

              
                --
                  35
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            2.3 (b)

          


          Assumed
            Liabilities

          


          CustomerSoft,
            LLC assumes the responsibility for the warranty, repair, maintenance,
            service or
            support obligations for the acquired assets for the existing customers
            as listed
            in Schedule

           

           

           

           

           

           

           

          


          
            
              
                
                

              

              
                --
                  36
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            4.2(c)

          Ancillary
            Agreements

          


          Premier
            Data Services has no notice to, filing with, and no permit, authorization,
            consent or approval of, any governmental entity, or any other person
            is
            necessary for the execution and delivery of this agreement and the ancillary
            agreements by Premier Data Services or the consummation by Premier Data
            Services
            of the transactions contemplated by this agreement.

           

           

          
 

           

           

          


          


          
            
              
                
                

              

              
                --
                  37
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            4.4

          Title
            to Property

          


          There
            are no exceptions to Premier Data Services having good and marketable
            title to
            all tangible acquired assets.

          


          


           

           

           

          
 

          


          
            
              
                
                

              

              
                --
                  38
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            4.5

          Confidentiality

          


          Assigned
            intellectual property rights have not been disclosed to third
            parties.

           

           

           

           

           

           

           

          


          
            
              
                
                

              

              
                --
                  39
                  --

                
                  

                

              

              
                
                

              

            

          

          


          Schedule
            6.8

          CRM
            Division Employees

          


          CustomerSoft,
            LLC shall offer employment to James R. Masters.

          


           

           

        

      

       

       

       

      
        
          
          

        

        
          --
            40
            --

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      


      INTELLECTUAL
        PROPERTY ASSIGNMENT AND LICENSE AGREEMENT

      


      This
        agreement (“Agreement”) shall be effective as of the Effective Date (as
        defined below) by and between Premier Data Services, Inc., (“Premier”), a
        Delaware corporation having an address at 8310 South Valley Highway, Suite
        200,
        Englewood, CO  80112, and CustomerSoft, LLC (“CustomerSoft”), a
        Colorado limited liability company having an address at 8310 South Valley
        Highway, Suite 220, Englewood, CO 80112.

      


      WHEREAS,
        Premier and CustomerSoft have entered into an Asset Purchase Agreement
        (“APA”) dated as of November 1, 2006, pursuant to which CustomerSoft will
        acquire certain assets related to Premier’s CRM Division (as defined in the
        APA);

      


      WHEREAS,
        in accordance with the APA, Premier is willing to:  (a) assign to
        CustomerSoft certain intellectual property rights that have been used
        substantially exclusively in connection with the CRM Division; and (b)
        nonexclusively license to CustomerSoft certain other intellectual property
        rights that have been used in connection with both the CRM Division and the
        remainder of Premier’s business;

      


      NOW,
        THEREFORE, in consideration of the foregoing, the provisions set forth
        herein, and other good and valuable consideration, Premier and CustomerSoft
        agree as follows:

      


       

      ARTICLE
        1-- DEFINITIONS

       

      


      “Acquired
        Assets” has the meaning set forth in the APA.

      


      “Acquired
        Technology” has the meaning set forth in the APA.

      


      “Affiliate”
        of a Party means any entity controlled by, controlling, or under common control
        with a party, or operating under the trade identity of such party, or which
        is
        at least 50% owned by such party, but only for so long as such control,
        identification or ownership continues to exist.  However, foreign
        entities will not need to meet a majority ownership or control requirement
        where
        the laws of the relevant foreign jurisdiction do not permit majority ownership
        or control, provided that the Party owns or controls substantially the maximum
        percentage of such foreign entity permissible under such laws.

      


      “Agreement”
        has the meaning set forth in the preamble.

      


      “APA”
        has the meaning set forth in the preamble.

      


      “Assigned
        Non-Patent IPR” means all of the following to the extent owned by Premier as
        of the Effective Date:  (a) copyrights, trade secrets and all other
        proprietary rights embodied in and used solely and exclusively with the
        software, designs, and other technology comprising the Acquired Assets; and
        (b)
        trademarks used solely and exclusively with the Acquired Assets (as set forth
        in
        Attachment A), together with any associated goodwill.

      


      
        
          
            
            

          

          
            --
              41
              --

            
              

            

          

          
            
            

          

        

      

      


      “Confidential
        Information” of a Party means that Party’s trade secrets and unpublished
        patent applications, as well as any other proprietary or confidential
        information owned by such Party, constituting any part of the subject matter
        of
        this Agreement.


      


      “Effective
        Date” means the “Closing Date” (as defined in the APA) of the transaction
        contemplated by the APA.

      


      “Field
        of Use” means designing, making and selling CRM software
        solutions.

      


      “Inventors”
        has the meaning set forth in Section 

      


      “Legacy
        IP Counsel” has the meaning set forth in Section 4.1.

      


      “Licensed
        Non-Patent IPR” means all copyrights, trade secrets and other proprietary
        rights existing prior to the Effective Date (other than the Assigned Non-Patent
        IPR) and owned by Premier or licensable by Premier to CustomerSoft, that
        are
        embodied in, but are not unique to, the software, designs, and other technology
        comprising the Acquired Assets.

      


      “Licensed
        Patents” means those patents (and patent applications, if any) specifically
        set forth in Attachment B.

      


      “Parties”
        means Premier and CustomerSoft.

      


      “Party”
        means Premier or CustomerSoft.

      


       

      ARTICLE
        2-- INTELLECTUAL PROPERTY RIGHTS ASSIGNMENTS

       

      


      


      2.1           Assigned
        Non-Patent IPR.  Premier hereby assigns to CustomerSoft
        the entire right, title and interest in the Assigned Non-Patent IPR, including
        the right to sue for any past infringement or misappropriation by any third
        party (except against Premier, or contractors or customers of Premier, in
        connection with products or services offered by Premier prior to the Closing
        Date).  The Parties acknowledge that CustomerSoft is the sole owner of
        the Assigned Non-Patent IPR, subject to any outstanding licenses or other
        grants
        made by Premier prior to the Closing Date and identified on Schedule 1 attached
        hereto.  Premier shall execute and deliver to CustomerSoft the pro
        forma trademark assignment set forth in Exhibit 1, dated as of the
        Effective Date, which CustomerSoft may record at the U.S. Patent and Trademark
        Office.

      


      2.2           Irrevocability.  Notwithstanding
        anything to the contrary, the provisions of this Article 2. are
        irrevocable.

      


       

      ARTICLE
        3 -- INTELLECTUAL PROPERTY RIGHTS LICENSE

       

      


      3.1           Licensed
        Patents.  Premier hereby grants to CustomerSoft a
        paid-up, perpetual, personal, nonexclusive, worldwide license under the Licensed
        Patents to make, use, sell, offer for sale, have made (subject to the provisions
        below), have used, have sold or import any product, or perform any process,
        covered by any claim of the Licensed Patents in the Field of Use.

      


      
        
          
            
            

          

          
            --
              42
              --

            
              

            

          

          
            
            

          

        

      

      


      


      3.2           Have
        Made Rights.  CustomerSoft may contract with third
        parties to design and/or make products (or components thereof) in the Field
        of
        Use covered by the Licensed Patents.

       

      3.3           Non-Patent
        IPR.   Provided that the grant of such license does
        not require the payment of consideration or create liability on behalf of
        Premier, Premier hereby grants to CustomerSoft a royalty-free, perpetual,
        personal, nonexclusive, worldwide license under the Licensed Non-Patent IPR
        to
        use, reproduce, distribute, perform, display, create derivative works of,
        and
        otherwise exploit, any product or to provide any service, in the Field of
        Use.  With respect to any Licensed Non-Patent IPR that cannot be
        licensed by Premier without payment of consideration or the creation of
        liability, Premier shall reasonably cooperate with CustomerSoft, at
        CustomerSoft’s sole expense, to seek permission for such license
        grant.

      


      3.4           Sublicensing.  CustomerSoft
        may sublicense the Licensed Patents or Licensed Non-Patent IPR without consent
        from Premier.

      


      3.5           Additional
        Licensed Patents.  For a period of one year (1) after the
        Effective Date, if either Party discovers a Premier-licensable patent or
        patent
        application, which was in existence as of the Effective Date, that it believes
        CustomerSoft infringes, then Premier shall provide a license to CustomerSoft
        under such patent or patent application to perform such act, upon terms and
        conditions no less favorable than the terms of the license for the Licensed
        Patents hereunder.  As used herein, “Premier-licensable” means that
        Premier can grant a license as set forth herein without owing any consideration,
        or triggering or violating any other obligation, to any third
        party.

      


       

      ARTICLE
        4 -- INTELLECTUAL PROPERTY PROSECUTION, MAINTENANCE AND
        ENFORCEMENT

       

      


      4.1           Deliverables.  On
        the Effective Date, Premier shall:  (a) deliver to CustomerSoft docket
        reports from Premier’s IP external counsel servicing the Assigned Non-Patent IPR
        (to the extent applicable) prior to the Effective Date (“Legacy IP
        Counsel”); (b) copies of all material information in Premier’s internal IP
        files relating to the Assigned Non-Patent IPR; and (c) instruct Legacy IP
        Counsel to make accessible to CustomerSoft copies of all U.S. Patent and
        Trademark Office and U.S. Copyright Office correspondence relating to Assigned
        Non-Patent IPR.

      


      4.2           Assigned
        Intellectual Property Rights.  CustomerSoft assumes
        responsibility for all prosecution, maintenance and enforcement of the Assigned
        Non-Patent IPR, at its sole discretion, including retaining patent counsel
        therefor.  Premier shall notify CustomerSoft of any known or
        reasonably suspected third party infringement of the Assigned Non-Patent
        IPR.   CustomerSoft acknowledges that Legacy IP Counsel is not
        required to undertake any representation of CustomerSoft in relation to the
        Assigned Non-Patent IPR, but may do so upon mutual agreement with
        CustomerSoft.

      


      4.3           Licensed
        Intellectual Property Rights.  Premier retains sole
        responsibility for all prosecution, maintenance and enforcement of the Licensed
        Patents and Licensed Non-Patent IPR, at its sole
        discretion.  CustomerSoft shall notify Premier of any known or
        reasonably suspected third party infringement of the Licensed Patents or
        Licensed Non-Patent IPR.

      


      
        
          
            
            

          

          
            --
              43
              --

            
              

            

          

          
            
            

          

        

      

      


      ARTICLE
        5-- CONFIDENTIALITY

      


      5.1           Generally.  Each
        Party shall keep confidential, and not use for any purpose outside this
        Agreement, the other Party’s Confidential Information.  Without
        limiting the generality of the foregoing:  (a) Premier’s obligations
        shall apply with respect to any trade secrets within the Assigned Non-Patent
        IPR; and (b) CustomerSoft’s obligations shall apply with respect to any
        unpublished patent applications within the Licensed Patents, and to any trade
        secrets within the Licensed Non-Patent IPR.

      


      5.2           Security
        Measures.  Each Party shall implement sufficient measures
        to protect the confidentiality of the other Party’s Confidential
        Information.  Such measures shall be no less than the measures the
        implementing Party uses to protect its own Confidential Information, and
        in no
        event less than a reasonable degree of care.

      


      5.3           Exceptions.  Notwithstanding
        anything to the contrary, a Party’s obligations under Sections 5.1  and
        5.2  shall be waived with respect to a particular item of Confidential
        Information:  (a) if and when such Confidential Information becomes
        generally known to the public without any breach of any obligation of
        confidentiality; or (b) to the limited extent a disclosure of such Confidential
        Information is required by a court of competent jurisdiction, or otherwise to
        satisfy a governmental disclosure requirement, provided that the disclosing
        Party provides the non-disclosing Party with advance notice of, and full
        cooperation in, seeking a protective order (or equivalent) restricting the
        scope
        of such disclosure to substantially the maximum degree permissible under
        law.

      


       

      ARTICLE
        6-- REPRESENTATIONS AND WARRANTIES;
        INDEMNIFICATION

       

       

      6.1           Warranty.  PREMIER
        HEREBY WARRANTS THAT THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED OR LICENSED
        HEREUNDER ARE VALID AND ENFORCEABLE AND MAY BE USED WITHOUT INFRINGING ANY
        THIRD
        PARTY’S INTELLECTUAL PROPERTY RIGHTS.   EXCEPT FOR SUCH WARRANTY,
        PREMIER HEREBY DISCLAIMS AND CUSTOMERSOFT HEREBY WAIVES ALL WARRANTIES, EXPRESS
        OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF FITNESS
        FOR A
        PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY.

       

      


      6.2           Indemnification.  Premier
        shall defend, indemnify and hold CustomerSoft harmless against any and all
        damages, losses, costs, expenses, claims and actions of third parties that
        the
        Acquired Technology infringes any patent, copyright, trade secret or other
        intellectual property and will pay such damages, settlement or costs as are
        finally awarded against CustomerSoft attributable to such a claim provided
        that
        CustomerSoft (i) notifies Premier promptly in writing of such a claim or
        action,
        (ii) gives Premier sole control of the defense and/or settlement of such
        action
        and (iii) gives Premier all reasonable information and
        assistance.  Premier assumes no liability hereunder for infringement
        to the extent caused by, and which otherwise would not have occurred but
        for,
        the following: (a) the combination of the Acquired Technology with computer
        programs developed by CustomerSoft after the Effective Date; (b) trademarks
        infringements involving any markings or branding on the Acquired Technology
        applied by CustomerSoft; or (c) infringements involving the modification
        of the
        Acquired Technology after the Effective Date.

      


      
        
          
            
            

          

          
            --
              44
              --

            
              

            

          

          
            
            

          

        

      

      


      ARTICLE
        7 -- TERM AND TERMINATION

      


      7.1           Term.  This
        Agreement shall take effect on the Effective Date and continue until the
        expiration, revocation, invalidation, or unenforceability of every Licensed
        Patent and Licensed Non-Patent IPR, unless earlier terminated pursuant to
        the
        terms of this Agreement.

      


      7.2           Termination.  If
        this Agreement is materially breached by either Party, the non-breaching
        Party
        may elect to give the breaching Party written notice describing the alleged
        breach.  If the breaching Party has not cured such breach within
        sixty (60) days after receipt of such notice, the notifying Party will be
        entitled, in addition to any other rights it may have under this Agreement,
        to
        terminate this Agreement effective immediately.


      

        7.3           Survival.  The
          following shall survive any termination (in whole or in part) of this
          Agreement:  (a) any provision plainly indicating that it should
          survive; and (b) Article 1,
Article
          2, Article 4,
Article
          5, Article
          6, and Article
          8.



       

      ARTICLE
        8-- MISCELLANEOUS

       

      


      8.1           Notices.  All
        notice, requests, demands and other communications hereunder shall be in
        English
        and shall be given in writing and shall be:  (a) personally delivered;
        (b) sent by private express courier services with confirmation of receipt;
        (c)
        sent by facsimile, provided that the sending facsimile machine generates
        a
        transmission confirmation sheet reflecting successful receipt at the receiving
        facsimile machine; or (d) sent by registered or certified mail, return receipt
        requested and postage prepaid.  The Parties' respective addresses to
        be used for all such notices, demands or requests are as set forth above
        in the
        preamble of this Agreement.  If delivered personally or by courier,
        such communication shall be deemed delivered upon actual receipt.  If
        transmitted by facsimile, such communication shall be deemed delivered the
        next
        business day after transmission.  If sent by mail, such communication
        shall be deemed delivered as of the date of delivery indicated on the receipt
        issued by the U.S. Post Office.  Either party may change its address
        for the purposes of this Agreement by giving notice thereof in accordance
        with
        this Section 0.

      


      8.2           Entire
        Agreement.  This Agreement and, to the extent referenced
        herein, the APA, sets forth the complete agreement of the Parties concerning
        the
        subject matter hereof.  No claimed oral agreement in respect thereto
        shall be considered as any part hereof.  No amendment or change in any
        of the terms hereof subsequent to the execution hereof shall have any force
        or
        effect unless agreed to in writing by duly authorized representatives of
        the
        Parties.

      


      8.3           Waiver.  No
        waiver of any provision, of this Agreement shall be effective unless in
        writing.  No waiver of any breach shall constitute a future waiver of
        such breach or any similar breach unless otherwise expressly provided in
        such
        waiver.  No waiver with respect to any provision of this Agreement
        shall constitute a waiver of any breach of any other provision of this
        Agreement.

      


      8.4           Severability.  Each
        provision contained in this Agreement constitutes a separate and distinct
        provision severable from all other provisions.  Should any provision
        (or any part thereof) be unenforceable under or prohibited by any present
        or
        future law, then such provision (or part thereof) shall be amended, and is
        hereby amended, so as to be in compliance with such law, while preserving
        to the
        maximum extent possible the intent of the original
        provision.  Any

      


      
        
          
            
            

          

          
            --
              45
              --

            
              

            

          

          
            
            

          

        

      

      


      provision
        (or part thereof) that cannot be so amended shall be severed from this Agreement
        and all the remaining provisions of this Agreement shall remain
        unimpaired.

      


      8.5           Interpretation.  The
        headings in this Agreement are inserted for convenience only and do not
        constitute limitations thereunder.  Unless expressly noted, the term
“include” (including all variations thereof) shall be construed as exemplary
        rather than as a term of limitation.   Each Party has been
        advised by counsel in connection with negotiating this Agreement.

      


      8.6           Counterparts.  This
        Agreement may be executed in one or more counterparts, including by facsimile
        signatures.

      


      8.7           Governing
        Law and Jurisdiction.  This Agreement, and any action
        instituted by either Party with respect to matters arising hereunder or in
        connection herewith shall be governed by and construed in accordance with
        the
        laws of the State of Colorado, excluding any conflict of law or choice of
        law
        rules.  The parties submit to the exclusive jurisdiction of, and venue
        in, the state and federal courts in Denver, Colorado.

      


      8.8           Assignment,
        Delegation and Transfer.  This Agreement shall be binding
        upon the successors and assigns of the parties hereto.

      


      8.9           Force
        Majeure.  Neither Party shall lose any rights hereunder
        or be liable to the other Party for damages or losses (except for payment
        obligations) on account of failure of performance by the defaulting party
        if the
        failure is occasioned by war, strike, fire, Act of God, earthquake, flood,
        lockout, embargo, governmental acts or orders or restrictions, failure of
        suppliers, or any other reason; provided that such failure to perform is
        beyond
        the reasonable control and not due (in whole or in part) to the negligence
        or
        intentional conduct or misconduct of the nonperforming party, and such
        nonperforming party has exerted all reasonable efforts to avoid or remedy
        such
        force majeure.

      


      8.10           Bankruptcy
        Code.  The Parties acknowledge that:  (a) the
        intellectual property-related provisions of this Agreement are subject to
        11
        U.S.C. 365(n); and (b) the Licensed Patents and the Licensed Non-Patent IPR
        fall
        within the meaning of “intellectual property” as that term is used in the United
        States Bankruptcy Code.

      


      8.11           Further
        Assurances.  Each Party will perform any act reasonably
        necessary to effect the rights specifically granted (or intended to be granted)
        to the other Party under this Agreement.

      


      8.12           No
        Other Rights.   Other than as expressly granted
        herein, no other rights are granted or may arise hereunder, whether through
        a
        theory of implication, estoppel or otherwise.

      


       

      [Signature
        Page Follows]

      


      
        
          
            
            

          

          
            --
              46
              --

            
              

            

          

          
            
            

          

        

      

      


      This
        Intellectual Property Assignment
        and License Agreement is hereby entered into by and between:

       

      Premier
        Data Services, Inc.

       

      By:  _________________________________

       

      Name:  _______________________________

       

      Title:  
        ________________________________

       

      


       

      CustomerSoft,
        LLC

      
         

        By:  _________________________________

         

        Name:  _______________________________

         

        Title:  
          ________________________________

      

       

       

      


      
        
          
            
            

          

          
            --
              47
              --

            
              

            

          

          
            
            

          

        

      

      


      ATTACHMENT
        A – ASSIGNED TRADEMARKS

      


      


      CustomerSoft

      


      
        
          
            
            

          

          
            --
              48
              --

            
              

            

          

          
            
            

          

        

      

      


      ATTACHMENT
        B – LICENSED PATENTS

      


      


      There
        are no current or pending patents

      


      


      
        
          
            
            

          

          
            --
              49
              --

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        1 – ASSIGNMENT OF TRADEMARKS

      


      


      For
        good
        and valuable consideration, the receipt of which is hereby acknowledged,
        Premier
        Data Services, Inc. (“Premier”), a corporation having an address at 8310
        South Valley Highway, Suite 220, Englewood, Colorado 80112, does
        hereby:

      


      
        	
                (a)

              	
                irrevocably
                  assign to CustomerSoft, LLC, a corporation having an address at
                  8310 South
                  Valley Highweay, Suite 220, Englewood, CO 80112
                  ("Assignee"):  (1) the entire right, title and interest,
                  everywhere in the world to the trademarks (including any applications
                  therefore, registrations thereof, and all goodwill associated with
                  any of
                  the foregoing) listed on Attachment A; and (2) the right to sue
                  third
                  parties for trademark infringement (including but not limited to
                  damages)
                  accruing based on activities occurring prior to the execution date
                  hereof;

              


      

      


      
        	
                (b)

              	
                agree,
                  upon request (and at the expense) of Assignee to execute all oaths,
                  assignments, powers and any other papers necessary to perfect Assignee’s
                  title in the foregoing.

              


      

      


      
        	
                 

              	
                The
                  effective date of this assignment is November 1,
                  2006.

              


      

      


      


      For
        Premier Data Services, Inc.:

      Notary
        Seal:

      


      By:  _____________________________________

       

      Name:  __________________________________

       

      Title:   ___________________________________

       

      


      For
        CustomerSoft, LLC:

      Notary
        Seal:

      


      
        By:  _____________________________________

         

        Name:  __________________________________

         

        Title:   ___________________________________

         



      
        
          
            
            

          

          
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      SCHEDULE
        1

       

      OUTSTANDING
        LICENSES

       

      There
        are no outstanding licenses or other grants made by Premier prior to the
        Closing
        Date

       

      


       

      
        
          
          

        

        
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        EXHIBIT
          B

        


        Transition
          Services Agreement

        


        


        This
          Transition Services Agreement
          (“Agreement”) shall be effective as of November 1, 2006 (“Effective
          Date”) and is by and between Premier Data Services, Inc. (“Premier”),
          a Delaware corporation having an address at 8310 South Valley Highway,
          Suite
          200, Englewood, Colorado  80112, and CustomerSoft, LLC
          (“CustomerSoft”), a Colorado limited liability company having an address
          at 8310 South Valley Highway, Suite 220, Englewood, CO 80112
          (“CustomerSoft”).

        


        Whereas,
          Premier and CustomerSoft have entered into an Asset Purchase Agreement
          dated to
          be effective as of November 1, 2006  (“APA”), pursuant to which
          CustomerSoft will acquire assets related to Premier’s CRM Division (as defined
          in the APA);

        


        Whereas,
          the parties desire to enter into this Agreement for the provision of certain
          transition services to each other after the Closing of the transactions
          contemplated by the APA.  Such transition services may include the
          provision by Premier to CustomerSoft of information technology services
          and
          other administrative services, subject to the terms and conditions of this
          Agreement; and

        


        Whereas,
          the parties
          are entering into this Agreement concurrent with the Closing of the transactions
          contemplated by the APA.

        


        Now,
          Therefore, in consideration of the foregoing, the provisions set
          forth herein, and other good and valuable consideration, Premier and
          CustomerSoft agree as follows:

        


        Article
          1.    Definitions.  Unless
          otherwise defined herein, all capitalized terms used in this Agreement
          shall
          have their respective meanings set forth in the APA.

        


        Article
          2.    Services

        


        Section
          2.1.    Services Provided
          by
          Premier.

        


        (a)           Services.  Subject
          to the terms and conditions of this Agreement, Premier shall provide to
          CustomerSoft during the Term the services described on the following Schedules
          attached hereto:

        


        
          	
                  Schedule
                    1-A

                	
                  Information
                    Technology Services

                
	
                  Schedule
                    1-B

                	
                  Human
                    Resource Services

                
	
                  Schedule
                    1-C

                	
                  Administrative
                    Financial Services

                
	
                  Schedule
                    1-D

                	
                  Site
                    Services

                


        

        


        (b)           Third
          Party Software Licenses or Contracts.  To the extent any of the
          Premier provided services listed on the schedules would involve making
          available
          to CustomerSoft the benefit of any third party software licenses or contracts
          held by Premier, then Premier shall only make available such third party
          software or contract benefits to the extent Premier is already permitted
          to do
          so under such licenses or contracts, if at all, without incurring any additional
          costs or expenses, or without violating any terms thereof.

        


        
          
            
              
              

            

            
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          Section 2.2.    Level
          of Service.  Premier undertakes to use the same degree of
          care in rendering services under this Agreement as it utilizes in rendering
          such
          services for its own operations and shall not be liable for any failure
          to
          provide services other than a failure caused by or attributable to its
          gross
          negligence or intentional misconduct or that of any of its affiliates,
          employees, officers or other agents.  Nothing in this Agreement will
          require Premier to perform or cause to be performed any service in a manner
          that
          would constitute a violation of applicable laws or a breach of a third
          party
          agreement.

        


        Section
          2.3.    Additional
          Services.  In the event that CustomerSoft requests Premier to
          perform certain services within the general nature of the services scheduled
          herein, but such services are not expressly described in the attached Schedules,
          then the parties shall discuss such request in good faith and use commercially
          reasonable efforts to accommodate such requests.  The ultimate
          provision of any such services, however, is subject to the mutual agreement
          of
          the parties.

        


        Article
          3.    Cooperation;
          Access
          to Information

        


        Section
          3.1.    The
          parties shall cooperate with one another in connection with the performance
          of
          the services hereunder, including using commercially reasonable efforts
          to
          produce on a timely basis all information that is reasonably requested
          with
          respect to the performance of the services during the Term; provided, however,
          that such cooperation shall not unreasonably disrupt the normal operations
          of
          the party providing such information; and provided, further, that the party
          requesting cooperation shall pay all reasonable out-of-pocket costs and
          expenses
          incurred by the party furnishing cooperation, unless otherwise expressly
          agreed
          by the parties in writing.

        


        Section
          3.2.    Access
          to
          Information.  The parties acknowledge and affirm their
          respective rights and obligations under Section 6.2 of the APA regarding
          access
          to information, assets and personnel subsequent to the
          Closing.  Nothing in this Agreement shall be interpreted in a manner
          that would conflict with or restrict such rights and obligations.

        


        Article
          4.    Pricing and
          Payment

        


        Section
          4.1.    Service
          Pricing.  All services to be provided by Premier hereunder
          shall be free of charge through December 31, 2006.  Thereafter,
          pricing for the provided services shall be as set forth on the applicable
          Schedules.  If no pricing is expressly designated for such services,
          then the parties may mutually agree in writing upon applicable pricing,
          or, in
          the absence of such agreement, the price for such services shall be based
          on
          Premier’s actual out-of-pocket costs and reasonable internal charges for
          providing such services.  The mutual intent of the parties is to price
          the services in a manner that reflects the reasonable, aggregate cost to
          Premier
          arising from provision of the service.

        


        


        Section
          4.2.    Processing
          and
          Payment.  Commencing on January 31, 2007, as soon as
          practicable following the end of each calendar month, Premier shall prepare
          and
          provide an aggregated report of all services and charges, in an itemized
          format,
          to be billed to CustomerSoft for such month.  Payment shall be made by
          CustomerSoft within 30 days of receipt of each invoice.

        


        Article
          5.    Premier
          Trademarks

        


        Section
          5.1.    CustomerSoft
          acknowledges that all Premier trademarks, trade names, service marks, slogans,
          designs, labels, logos and other source-identifying symbols (“Premier
          Trademarks") are vested in Premier absolutely.  For the avoidance
          of doubt, the trademarks expressly assigned to

        


        
          
            
              
              

            

            
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        CustomerSoft
          under the IP Agreement do not constitute Premier Trademarks, and are owned
          by
          CustomerSoft.

        


        Section
          5.2.    For
          a period of
          ninety (90) days from the Effective Date, Premier consents to CustomerSoft’s
          continued use of Premier Trademarks: (i) as part of CustomerSoft’ use and
          distribution of pre-existing Premier product literature and marketing materials
          related to the CRM Division and CRM Products, and (ii) to the extent they
          are
          already fixed on existing stocks of CRM Products; in both cases only in
          accordance with Premier's trademark usage guidelines and only in a manner
          which
          preserves the rights of Premier.  All uses of the Premier Trademarks
          will inure to the benefit of Premier.  CustomerSoft has no right,
          title or interest in the Premier Trademarks except as expressly provided
          herein.  Following such ninety (90) day period, the foregoing consent
          to use the Premier Trademarks will automatically terminate and CustomerSoft
          will
          immediately cease using the Premier Trademarks.

        


        Section
          5.3.    CustomerSoft
          shall
          ensure that, in connection with its permitted use of the Premier Trademarks,
          it
          clearly designates that CustomerSoft is a separate entity owned independently
          of
          Premier, and that it is not a Premier company or an authorized agent or
          representative of Premier.  For illustration purposes, during the
          ninety (90) day period following the Effective Date, CustomerSoft, may
          for
          example, refer to CustomerSoft as “previously the CRM division of
          Premier.”  CustomerSoft is not authorized to make any commitment or
          representation on behalf of Premier and shall ensure that it does not represent,
          mislead, or otherwise hold itself out to any third party as an authorized
          agent
          or representative of Premier in any manner.  CustomerSoft shall
          indemnify Premier from any claims, actions, costs, expenses or liabilities
          that
          arise out of a breach by CustomerSoft of the foregoing.

        


        Article
          6.    Term

        


        The
          term
          of this Agreement shall commence on the Effective Date and shall continue
          for a
          period of six (6) months (the “Term”), although the actual duration of
          specific services may be for a shorter or longer period as provided on
          the
          Schedules attached hereto.  The Term may be extended by the mutual
          written agreement of Premier and CustomerSoft.

        


        Article
          7.    No
          Warranties.  

         

                    NEITHER
          PARTY MAKES
          ANY WARRANTIES UNDER THIS AGREEMENT AND EACH PARTY DISCLAIMS ALL WARRANTIES
          HEREUNDER, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTIES
          OF
          MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.

        


        Article
          8.    Limitation
          of
          Liability.  

         

                    Neither
          party shall
          be liable to the other, or to any third party, for any special, consequential
          or
          exemplary damages (including lost or anticipated revenues or profits relating
          to
          the same) arising from any claim relating to this Agreement or any of the
          services provided hereunder, whether such claim is based on warranty, contract,
          tort (including negligence or strict liability) or otherwise, even if a
          representative of such party is advised of the possibility or likelihood
          of the
          same.

        


        
          
            
              
              

            

            
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        Article
          9.    General

        


        Section
          9.1.    Entire
          Agreement; Modification. This Agreement (which includes the attached
          Schedules) constitute the whole and entire understanding and agreement
          of the
          parties with respect to its subject matter, and completely supersedes and
          negates any other related prior or contemporaneous representations,
          understandings, or agreements, written and oral.  This Agreement may
          be altered, amended or modified only by another written instrument which
          is
          signed by authorized representatives of both parties and by no other
          means.

        


        Section
          9.2.    No
          Third Party
          Beneficiaries.  Nothing contained in this Agreement is
          intended to, nor shall it confer upon any person or entity, other than
          the
          parties hereto, any benefit, right or remedies under or by reason of this
          Agreement.  The parties do not intend for there to be any third party
          beneficiaries under this Agreement.

        


        Section
          9.3.    Force
          Majeure. Neither party shall be liable to the other for failure to
          perform its obligations hereunder (except the payment of sums due by one
          party
          to another under this Agreement) to the extent caused by an event beyond
          the
          reasonable control of such party, including, without limitation, government
          regulations or orders, outbreak of a state of emergency, acts of God, war,
          warlike hostilities, civil commotion, riots, epidemics, fire, strikes,
          lockouts,
          or any other similar cause or causes, provided that such party promptly
          notifies
          the other in writing of such occurrence and makes all commercially reasonable
          efforts to promptly eliminate the effect thereof.

        


        Section
          9.4.    Notices.
          Any
          notice or other communication given by either party to the other regarding
          this
          Agreement will be deemed given and served when personally delivered, or
          two (2)
          days after sent by reputable overnight courier requiring signature for
          receipt,
          addressed to the party at its notice address set forth in the preamble
          of this
          Agreement. Either party may change its notice address by written notice
          to the
          other.

        


        Section
          9.5.    Counterparts.
          This Agreement may be executed in two (2) or more counterparts, each of
          which
          will be deemed an original and when taken together shall constitute a single
          fully-signed original, regardless whether the parties’ signatures appear
          together on the same document or separately on one or more
          counterparts.

        


        Section
          9.6.    Captions
          and
          Headings. This Agreement’s captions and paragraph headings are for
          convenience of reference only, and shall not be deemed part of this Agreement
          or
          used as an aid in its construction.

        


        Section
          9.7.    No
          Strict
          Construction. The language used in this Agreement shall be deemed to be
          the language chosen by the parties hereto to express their mutual intent,
          and no
          rule of strict construction shall be applied against any person or
          entity.

        


        Section
          9.8.    Governing
          Law; Jurisdiction and Venue; Attorney’s Fees.  This Agreement
          will be governed by and construed in accordance with the laws of the State
          of
          Colorado and applicable United States federal law, without reference to
          “conflict of laws” provisions or principles. The United Nations Convention on
          Contracts for the International Sale of Goods will not apply to any transactions
          under this Agreement. Jurisdiction and venue of any dispute or legal action
          brought by either party arising out of or relating to this Agreement (including
          any services under this Agreement), shall lie exclusively in, or be transferred
          to, the courts of the City and County of Denver, Colorado and/or the United
          States District Court for the State of Colorado. The prevailing party in
          any
          dispute or legal action shall recover from the other party its reasonable
          attorney’s fees and costs of suit in addition to any other relief
          granted.

        


        
          
            
              
              

            

            
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        Section
          9.9.    Independent
          Contractors. The relationship of Premier and CustomerSoft established
          by this Agreement is that of independent contractors, and neither party
          is an
          employee, agent, partner or joint venturer of the other.

        


        Section
          9.10.    Assignment.   This
          Agreement will be binding upon and inure to the benefit of the parties
          and their
          successors and assigns.

        


        Section
          9.11.    Waiver.
          Either party’s (i) waiver of any performance by the other party, (ii) waiver of
          any condition of this Agreement, or (iii) consent to any breach of this
          Agreement by the other party, shall (a) be effective only if expressly
          set forth
          in a writing signed by the party alleged to have waived or consented, and
          (b)
          not constitute or require an ongoing waiver of such performance or condition,
          or
          consent to any previous, different or subsequent breach, regardless of
          whether
          such performance, condition or breach is similar, identical or related,
          and
          regardless of the course of dealing which develops or has developed between
          the
          parties.

        


        Section
          9.12.    Partial
          Invalidity. If any provision of this Agreement is held by a court of
          competent jurisdiction to be invalid, illegal or unenforceable to any extent,
          that provision shall, if possible, be construed as though more narrowly
          drawn,
          if a narrower construction would avoid such invalidity, illegality or
          unenforceability, or, if that is not possible, such provision shall, to
          the
          extent of such invalidity, illegality or unenforceability, be severed,
          and the
          remaining provisions of this Agreement shall remain in effect, provided,
          however, that the court shall have authority and jurisdiction to, and shall,
          add
          to this Agreement a provision as similar in terms and intended effect to
          such
          severed provision as may be possible and be legal, valid and
          enforceable.

         

         

        In
          Witness Whereof, the parties have caused their respective duly
          authorized representatives to execute and enter into this Transition Services
          Agreement as of the Effective Date.

        


        
          	
                  Premier
                    Data Services, Inc.:

                	
                  CustomerSoft,
                    LLC:

                   

                
	
                  By:  ______________________________

                                                                                     

                  Print
                    Name:  ________________________

                                      

                  Title:  _____________________________

                   

                                                                              

                	
                  
                    By:  ______________________________

                                                                                       

                    Print
                      Name:  ________________________

                                        

                    Title:  _____________________________
                                                              

                
	
                  Date: _____________________________                                                                     

                	
                  Date: _____________________________

                


        

        


         

        
 

        
          
            
              
              

            

            
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        Schedule
          1-A

        


        


        Information
          Technology Services

        


        


        Access
          to the Premier Data Services Exchange Server to host the CustomerSoft mail
          domain

         

        Hosting
          of the CustomerSoft website for the domain of www.customersoft.com

         

        Access
          to the Premier Data Services ftp server for the existing CustomerSoft
          logins

        


         

         

         

         

         

         

        


        
          
            
              
              

            

            
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        Schedule
          1-B

        


        Human
          Resource Services

        


        Retain
          the current employees of CustomerSoft which includes Don L. Brower and
          James
          Masters on the Premier payroll system with an administrative chargeback,
          to be
          paid in advance of payroll, to CustomerSoft for such costs through December
          31,
          2006.

        


        


         

         

        
 

        


        


        
          
            
              
              

            

            
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        Schedule
          1-C

        


        Administrative
          Financial Services

        


        No
          administrative financial services will be required

        


        


         

         

        
 

        


        


        
          
            
              
              

            

            
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        Schedule
          1-D

        


        Site
          Services

        


        Site
          services will be provided per the separate Agreement between Premier Data
          Services and CustomerSoft, LLC.

         

         

        


        
 

        
          
            
            

          

          
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