Unassociated Document


    EXECUTION
      VERSION

    


    


    AGREEMENT
      TO ACCEPT COLLATERAL 

    IN
      FULL SATISFACTION OF OBLIGATIONS

    


    THIS
      AGREEMENT TO
      ACCEPT
      COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS (the
      “Agreement”)
      is
      made as of December 28, 2006, by and among INPX, Inc., a Delaware corporation,
      with an address of 940 East 19th Street, Brooklyn, New York 11230 (“INPX”)
      and,
      PracticeXpert Systems, Inc., a Virginia corporation, with an address of 23975
      Park Sorrento Drive, No. 110, Calabasas, California 91302 (the “Debtor”).
      

     

    WITNESSETH:

    


    WHEREAS,
      the Debtor is indebted and obligated to INPX pursuant to, among other documents,
      a demand note in the aggregate principal amount of $3,776,000
      (the
      “Demand
      Note”)
      and
      12% Senior Secured Convertible Debentures with an original issue date of May
      19,
      2006, and a related Amended and Restated Subsidiary Guarantee, dated as of
      May
      19, 2006, in the aggregate principal amount of $480,000 (collectively, the
      “Debentures”
and,
      collectively with the Demand Note, the “INPX
      Notes”),
      each
      having been assigned to INPX; and

    


    WHEREAS,
      INPX is the holder of a perfected security interest in all of the Collateral
      of
      the Debtor, including, without limitation, the assets set forth on Schedule
      A
      hereto (collectively, the “INPX
      Collateral”)
      pursuant to, among other documents, (i) with respect to the Demand Note, an
      Amended and Restated Security Agreement dated as of October 11, 2006 (the
“Demand
      Note Security Agreement”),
      and a
      UCC Financing Statement, File Number 0610137134-0, having been filed on October
      13, 2006 with the State Corporation Commission of the State of Virginia; and
      (ii) with respect to the Debentures, an Amended and Restated Security Agreement
      dated as of May 19, 2006 (the “Debenture
      Holders’ Security Agreement”),
      and a
      UCC Financing Statement, File Number 0608187199-1, having been filed on August
      18, 2006 with the State Corporation Commission of the State of Virginia;
      and

    


    WHEREAS,
      the Debtor is in default of its obligations to INPX under, among other
      documents, the Demand Note and the Demand Note Security Agreement;
      and

    


    WHEREAS,
      the Debtor is in default of its obligations to INPX under, among other
      documents, the Debentures and the Debenture Holders’ Security Agreement;
      and

    


    WHEREAS,
      INPX and the Debtor have agreed that INPX shall accept the INPX Collateral
      in
      full satisfaction of the Debtor’s indebtedness and obligations under the Demand
      Notes and the Debentures; 

    


    NOW,
      THEREFORE, in consideration of the above premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereby agree as follows: 

    


    1.    The
      introduction and recitals, and the defined terms contained therein, are hereby
      incorporated into this Agreement by this reference. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.    Pursuant
      to Section 9-620(a) of the Uniform Commercial Code, and particularly as codified
      under the statutes of the Commonwealth of Virginia as Va.
      Code. Ann.§
      8.9A-620 (2006), INPX and the Debtor agree that INPX has accepted the INPX
      Collateral as full satisfaction of the Debtor’s indebtedness and obligations to
      INPX under the INPX Notes, including amounts due under the Demand Note totaling
      $3,928,740, including accrued and unpaid interest, and amounts due under the
      Debentures totaling $505,460, including accrued and unpaid
      interest.

    


    3.    This
      Agreement and the other documents referred to herein contain the entire
      agreement between the Debtor and INPX with respect to the subject matter hereof,
      and no representation, undertaking, promise or condition concerning the subject
      matter hereof shall be binding upon the Debtor or INPX unless clearly expressed
      in this Agreement. No statement or writing subsequent to the date hereof which
      purports to modify or add to the terms or conditions hereof shall be binding
      unless contained in a writing which makes specific reference to this Agreement
      and which is signed by the parties hereto to be charged with the terms thereof.
      

    


    4.    No
      course
      of dealing between INPX and any other party hereto or failure or delay on the
      part of INPX in exercising any rights or remedies hereunder shall operate as
      a
      waiver of any rights or remedies of INPX under this Agreement or any other
      agreement. No single or partial exercise of any rights or remedies hereunder
      by
      INPX shall operate as a waiver or shall preclude the exercise of any other
      rights or remedies of INPX hereunder. 

    


    5.    The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the Debtor and INPX and their respective legal representatives, successors
      and
      assigns. This Agreement is solely for the benefit of the parties hereto and
      their permitted successors and assigns. No other person or entity shall have
      any
      rights, benefits or remedies under or because of the existence of this
      Agreement. 

    


    6.    The
      acknowledgements and agreements of the Debtor that are contained in this
      Agreement shall survive the expiration or other termination of this Agreement.
      

    


    7.    If
      any
      term or provision of this Agreement or the application thereof to any party
      or
      circumstance shall be held to be invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, the validity, legality and
      enforceability of the remaining terms and provisions of this Agreement shall
      not
      in any way be affected or impaired thereby, and the affected term or provision
      shall be modified to the minimum extent permitted by law so as to achieve most
      fully the intention of this Agreement. 

    


    8.    This
      Agreement is governed by and is to be construed and enforced as though made
      and
      to be fully performed in the State of New York, without regard to the conflicts
      of law rules of the State of New York. Any and all disputes are to be resolved
      in the Superior Court of New York.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    9.    This
      Agreement is executed by the Debtor voluntarily and not pursuant to any duress.
      Furthermore, it is executed in mutual good faith among the parties and is not
      given or intended to hinder, delay, or defraud any creditor, or to contravene
      any of the bankruptcy laws of the United States, laws governing fraudulent
      conveyances or any other applicable laws. The Debtor represents that all of
      the
      payments made and all of the obligations incurred pursuant to this Agreement
      are
      for fair consideration and for reasonably equivalent value with respect to
      valid, existing, secured indebtedness due to INPX. 

    


    10.    The
      parties agree to sign, deliver and file any and all additional documents and
      to
      take any and all other actions that may reasonably be required or appropriate
      for a full and complete consummation of the transactions and matters covered
      by
      this Agreement.

    


    11.    THE
      PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS INITIATED
      PURSUANT TO EITHER THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT REFERRED TO
      HEREIN.

    


    12.    This
      Agreement may be signed in any number of counterparts with the same effect
      as if
      the signatures thereto and hereto were upon the same instrument. Facsimile
      copies of signatures shall be binding as original signatures. 

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Debtor and INPX have caused this Agreement to be executed
      in their respective names and by their duly authorized officers, as of the
      day
      and year first written above.

     

    
      	WITNESS/ATTEST: 	 	 	PRACTICEXPERT SYSTEMS,
              INC. 
	 	 	 	 
	 	 	 	 
	/s/
Yaakov
              Shapiro 	 	By: 	/s/
Hank
              Cohn 
	
              Yaakov
                Shapiro

            	 	 	
              Hank
                Cohn

            
	 	 	 	 
	WITNESS/ATTEST: 	 	 	INPX, INC. 
	 	 	 	 
	 	 	 	 
	
              /s/
                Eva Goldbard

            	 	By: 	
              /s/
                Benjamin Mayer 

            
	
              Eva
                Goldbard

            	 	 	
              Benjamin
                Mayer

            


    

     

    
      
        
        

      

      
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    Schedule
      A

    


    1.    Software
      source code for Xpert Practice Manger, Xpert Electronic Health Record, Patient
      Access and other miscellaneous software add-on products (collectively the
      PracticeXpert Software)

    


    2.    Contracts
      related to customers and Value Added Resellers utilizing the PracticeXpert
      Software

    


    3.    Contracts
      related to customers utilizing billing services out of the the New Jersey based
      operations. 

    


    4.    Miscellaneous
      computer equipment and office equipment utilized by the PracticeXpert Systems
      Inc. to service its clients. 

    


    
      
        
        

      

      
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