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                                                                    EXHIBIT 2.12

                       DATED THIS     DAY OF             2000


                                     BETWEEN


                             ADAPTEC MFG (S) PTE LTD

                                       AND

                                  ROXIO CI LTD

                 -----------------------------------------------

                          TRANSFER OF ASSETS AGREEMENT

          relating to the transfer of assets by Adaptec Mfg (S) Pte Ltd
               in consideration of the allotment of shares in the
                             capital of Roxio CI Ltd

                 -----------------------------------------------



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THIS AGREEMENT is made on the        day of               2000


         BETWEEN

(1)      ADAPTEC MFG (S) PTE LTD (Regn No. 00121/1987-N) ("Adaptec"), a company
         incorporated in the Republic of Singapore with its registered office at
         No. 2 Chai Chee Drive, Singapore 4690443);

         AND

(2)      Roxio CI Ltd (Regn No. ) ("Roxio"), a company incorporated in the
         Cayman Islands with its registered office at (address)

         WHEREAS

(A)      Adaptec is a private limited company incorporated in the Republic of
         Singapore and has at the date hereof the authorised share capital and
         issued and paid-up share capital as set out in Schedule 1.

(B)      Roxio is currently a 100% owned subsidiary of Adaptec and has at the
         date hereof the authorised share capital and issued and paid-up share
         capital as set out in Schedule 2.

(C)      Adaptec is desirous of transferring its assets ("hereinafter referred
         to as "SPG assets") as set out in Schedule 3 to its subsidiary, Roxio
         and in consideration therefor, Roxio shall issue (NO. OF SHARES)
         ordinary shares of US$1/- each in its capital to Adaptec as set out in
         Schedule 4 upon the terms and subject to the conditions contained in
         this Agreement.

         IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS & INTERPRETATION

         In this Agreement, unless the subject or context otherwise requires:-

         1.1  the following words and expressions shall have the following
              meanings:-


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         "COMPLETION DATE"        means        or such other date as the parties
                                  hereto may agree in writing;

         "CONSIDERATION SHARES"   means (NO. OF SHARES) ordinary shares
                                  of US$1/- each in the capital of Roxio
                                  credited as fully paid up to be allotted and
                                  issued by Roxio to Adaptec as set out against
                                  its name in Schedule 4;

         "DIRECTORS"              means the directors (including their
                                  alternates) for the time being of Adaptec and
                                  Roxio and "Director" shall mean any of them;

         "SHAREHOLDERS"           means the persons who are registered for the
                                  time being as holders of the shares in the
                                  Register of Members of Roxio and Adaptec

         "US$"                    means United States dollar.

         1.2  Any reference to "COMPLETION" shall mean completion of the
              transfer of the assets as set out in Schedule 3 and the allotment
              of the ordinary shares in the share capital of Roxio Cl, Ltd in
              consideration thereof.

         1.3  References to Recitals and Clauses are to recitals and clauses of
              this Agreement and "Agreement" shall mean this Agreement.

         1.4  The headings in this Agreement are for convenience only and shall
              not affect the interpretation hereof.

         1.5  Where applicable, words importing the singular include the plural
              and vice versa, words importing any gender include every gender,
              references to persons include bodies corporate and unincorporate
              and references to time shall mean Singapore time.


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2.       TRANSFER OF ASSETS

         2.1  Subject to the terms and conditions of this Agreement, Adaptec
              shall transfer its SPG assets to Roxio and Roxio hereby agrees to
              issue to Adaptec, Consideration Shares free from all charges,
              liens and other encumbrances and with all rights, benefits and
              entitlements now or hereafter attaching thereto.

         2.2  Roxio is not obliged to complete the allotment of the
              Consideration Shares unless the transfer of SPG assets from
              Adaptec is completed simultaneously.

3.       CONSIDERATION

         3.1  The consideration for the allotment of Consideration Shares shall
              be the sum of US$(CONSIDERATION) being the fair market value of
              the SPG assets of Adaptec.

         3.2  The consideration for the Consideration Shares shall be satisfied
              in whole by the allotment and issue by Roxio of the Consideration
              Shares, credited as fully paid up to Roxio as set out in Schedule
              3.

         3.3  The Consideration Shares shall be allotted and issued on terms
              that they will rank PARI PASSU in all respects with the existing
              ordinary shares in the capital of Roxio at the date of allotment.

4.       COMPLETION

         4.1  Subject as hereafter provided, completion shall take place at the
              office of Adaptec or such other place as the parties hereto may
              agree in writing on the Completion Date.

         4.2  Roxio shall, in consideration of the mutual convenants set out
              hereinbefore, and other good and valuable consideration, the
              receipt and sufficiency of which are hereby acknowledged, duly
              execute in favour of Adaptec the share certificates in respect of
              the Consideration Shares.


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4.3      Roxio shall:

                  (a)    prior to or on completion, procure the necessary
                         approval of its Directors/Shareholders in accordance
                         with the requirements of the Laws of Cayman Islands of
                         its entry into this Agreement for the allotment and
                         issue of the Consideration Shares credited as fully
                         paid-up by Adaptec as set out in Schedule 3 as
                         consideration for the aforesaid allotment;

                  (b)    on completion, issue to Adaptec the Consideration
                         Shares as set out in Schedule 4;

                  (c)    on completion, deliver to Adaptec, the relative share
                         certificate relating to the Consideration Shares; and

                  (d)    on completion, deliver to Adaptec such waivers,
                         consents, approvals and other documents as may be
                         necessary to enable Adaptec to be registered as the
                         holder of the Consideration Shares.

5.       DURATION OF THIS AGREEMENT

         All provisions of this Agreement shall not, so far as they have not
         been performed at completion, be in any respect extinguished or
         affected by completion or by any other event or matter whatsoever and
         shall continue in full force and effect.

6.       NO ASSIGNMENT

         Each of the Parties hereto shall not assign its rights and obligations
         under this Agreement without the prior written consent of the other
         Party.

7.       COSTS AND EXPENSES

         All costs and expenses (including without limitation, legal or other
         professional fees, taxes and stamp duties) incurred in the preparation,
         negotiation and execution of this Agreement and related documents shall
         (whether or not there is completion), be borne by the respective
         parties accordingly.


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8.       NOTICES

         Any notice or request to be given, made or served for any purpose under
         this Agreement shall be in writing and given, made or served by sending
         the same by prepaid post or delivering it by hand or sending it by
         facsimile transmission addressed to the parties at their respective
         addresses set out on the execution page or as shall have been notified
         (in accordance with this Clause) to the other party hereto for the
         purposes of this Clause and shall be deemed to have been duly served
         (if by hand or made by facsimile transmission) immediately or (if
         served by post) 7 days after posting and in proving the same it shall
         be sufficient to show that the transmission report confirming receipt
         or the envelope containing the same was duly addressed stamped and
         posted (as the case may be).

9.       PREVIOUS AGREEMENTS

         9.1  ENTIRE AGREEMENT : This Agreement and the documents referred to
              herein are in substitution for all previous agreements, covenants
              or undertakings, whether oral or in writing, between all or any of
              the parties hereto and contain the whole agreement between the
              parties relating to the subject matter of this Agreement.

         9.2  AMENDMENTS : No amendment or variation of this Agreement shall be
              effective unless in writing and signed by or on behalf of each of
              the parties hereto.


10.      REMEDIES

         No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy which is otherwise
         available at law, in equity, by statute or otherwise, and each and
         every other remedy shall be cumulative and shall be in addition to
         every other remedy given hereunder or now or hereafter existing at law,
         in equity, by statute or otherwise. The election of any one or more of
         such remedies by any of the parties hereto shall not constitute a
         waiver by such party of the right to pursue any other available
         remedies.

11.      SEVERANCE

         If any provision of this Agreement or part thereof is rendered void,
         illegal or unenforceable by any legislation to which it is subject, it
         shall be rendered void, illegal or unenforceable to that extent and no
         further.


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12.      ARBITRATION AND APPLICABLE LAW

         12.1 Any dispute arising out of or in connection with this contract,
              including any question regarding its existence, validity or
              termination, shall be referred to and finally resolved by
              arbitration in Singapore in accordance with the Arbitration Rules
              of Singapore International Arbitration Centre ("SIAC Rules") for
              the time being in force which rules are deemed to be incorporated
              by reference to this clause.

IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.

SIGNED by                           )
                                    )
for and on behalf of                )
ADAPTEC MFG (S) PTE LTD             )
in the presence of:-                )
                                    )





SIGNED by                           )
                                    )
for and on behalf of                )
ROXIO CI LTD                        )
in the presence of:-                )
                                    )



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                                   SCHEDULE 1

                    AUTHORISED, ISSUED AND PAID-UP CAPITAL OF
                             ADAPTEC MFG (S) PTE LTD

Authorised Capital      :      S$500,000 divided into 500,000 ordinary
                               shares of S$1.00 each

Issued Capital          :      S$250,000 divided into 250,000 ordinary
                               shares of S$1.00 each

Paid-up Capital         :      S$250,000 divided into 250,000 ordinary
                               shares of S$1.00 each



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                                   SCHEDULE 2

             AUTHORISED, ISSUED AND PAID-UP CAPITAL OF ROXIO CI, LTD

Authorised Capital      :      US$50,000 divided into 50,000 ordinary
                               shares of US$1.00 each

Issued Capital          :      US$10 divided into 10 ordinary
                               shares of US$1.00 each

Paid-up Capital         :      US$10 divided into 10 ordinary
                               shares of US$1.00 each


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                                   SCHEDULE 3

ASSETS TO BE TRANSFERRED BY ADAPTEC AS CONSIDERATION FOR SHARES
ALLOTTED IN ROXIO

ASSETS                                                    FAIR MARKET VALUE.
------                                                    ------------------

a) 100% equity of CG1 Verwaltungsgesellschaft
   GmbH.

b) (To provide full description of the SPG IP)




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                                   SCHEDULE 4

CONSIDERATION SHARES TO BE ALLOTTED AND ISSUED TO ADAPTEC



NO. OF SHARES                      SHARE CERTIFICATES NOS.
-------------                      -----------------------

(To advise)





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