ex101.htm


    Exhibit
10.1

    
 


    TECHNOLOGY ASSET PURCHASE
AGREEMENT

    


    THIS TECHNOLOGY ASSET PURCHASE
AGREEMENT (this "Agreement") is made
and entered into as of August __, 2008 by and between Nexicon, Inc., a Nevada
company ("Seller"), and
Priviam, Inc., a New Jersey corporation ("Buyer").

    


    RECITALS

    


    WHEREAS, Buyer desires to
purchase from Seller, and Seller desires to sell to Buyer, certain technology
assets, pursuant to the terms and subject to the conditions set forth
herein.

    


    NOW THEREFORE, Seller and
Buyer agree as follows:

    


    ARTICLE
I.

    


    DEFINITIONS

    


    1.1 Defined
Terms. As used herein, the
terms below shall have the following meanings:

    


    "Acquired Assets"
shall mean the assets of the Seller set forth on Schedule
A hereto.

    


    "Action" shall mean
any action, claim, suit, arbitration, inquiry, subpoena, discovery request,
proceeding or investigation, or threat thereof, by or before any court or grand
jury, any governmental or other regulatory or administrative agency or
commission or any arbitration tribunal.

    


    "Affiliate" shall
mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person and any
member, general partner, director, officer or employee of such Person. For
purposes of this definition of Affiliate, "control" shall mean the power of one
or more Persons to direct the affairs of the Person controlled by reason of
ownership of voting stock, contract or otherwise.

    


    "Damages" shall mean
any and all costs, losses, damages, liabilities, demands, claims, suits,
actions, judgments, causes of action, assessments or expenses, including
interest, penalties, fines and attorneys' fees incident thereto, incurred in
connection with any claim for indemnification arising out of this Agreement, and
any and all amounts paid in settlement of any such claim.

    


    "Intellectual
Property" shall mean all copyrights, copyright registrations, proprietary
processes, trade secrets, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications, mask works,
tradenames, trademarks, service marks, product information and data, know-how
and development work-in-progress, customer lists, software, business
correspondence and marketing plans and other intellectual or intangible property
that comprise or are necessary to the use of the Acquired Assets, whether
pending, applied for or issued, whether filed in the United States or in other
countries, including, without limitation, all associated goodwill; all things
authored, discovered, developed, made, perfected, improved, designed,
engineered, acquired, produced, conceived or first reduced to practice by Seller
or any of its employees or agents that are embodied in, derived from or relate
to the Acquired Assets, in any stage of development, including, without
limitation, modifications, enhancements, designs, concepts, techniques, methods,
ideas, flow charts, coding sheets, notes and all other information relating to
the Acquired Assets.

    


    "Knowledge" shall mean
an individual shall be deemed to have "Knowledge" of a particular fact or other
matter if such individual is actually aware of such fact or other matter or if a
prudent individual could be expected to discover or otherwise become aware of
such fact or other matter in the course of conducting a diligent and
comprehensive investigation concerning the truth or existence of such fact or
other matter. Seller shall be deemed to have "Knowledge" of a particular fact or
other matter if any officer or other representative of Seller has Knowledge of
such fact or other matter.

    


    "Person" shall mean
any person or entity, whether an individual, trustee, corporation, general
partnership, limited partnership, trust, unincorporated organization, limited
liability company, business association, firm, joint venture, or governmental
agency or authority.

     

    
      
         

      

      
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    "Taxes" shall mean all
taxes, however denominated, including any interest, penalties or other additions
to tax that may become payable in respect thereof, (i) imposed by any federal,
territorial, state, local or foreign government or any agency or political
subdivision of any such government, for which Buyer could become liable as
successor to or transferee of the Acquired Assets or which could become a charge
against or lien on the Acquired Assets, which taxes shall include, without
limiting the generality of the foregoing, all sales and use taxes, ad valorem
taxes, excise taxes, business license taxes, occupation taxes, real and personal
property taxes, stamp taxes, environmental taxes, real property gains taxes,
transfer taxes, payroll and employee withholding taxes, unemployment insurance
contributions, social security taxes and other governmental charges, and other
obligations of the same or of a similar nature to any of the foregoing, which
are required to be paid, withheld or collected, or (ii) any liability for
amounts referred to in (i) as a result of any obligations to indemnify another
person.

    


    ARTICLE
II.

    


    PURCHASE
AND SALE OF ACQUIRED ASSETS

    


    2.1 Transfer
of Acquired Assets.
Pursuant to the terms and subject to the conditions of this Agreement, in
exchange for the consideration set forth in Section 2.2 below, at the Closing,
Seller shall sell, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Acquired
Assets.

     

    2.2 Purchase
Price/ Payment Procedure.
As consideration for the Acquired Assets, Buyer shall tender Seller an amount
equal to Five Million (5,000,000) shares of common stock of Buyer (the
“Purchase
Price”), payable as
follows:

    


    (a) At the Closing, Buyer shall deliver, or
cause to be delivered, to Seller a stock certificate representing the Purchase
Price.

    


    2.3 Assets
Excluded; Liabilities Not Assumed. Seller shall not sell nor Buyer
purchase any assets other than the Acquired Assets and Buyer shall not, and
shall not be required to, assume or be obligated to pay, discharge or perform,
any debts, liabilities, adverse claims or obligations of any kind or nature
whatsoever of Seller, whether in connection with the Acquired Assets or
otherwise and whether arising before or after the consummation of the
transactions contemplated herein, or bear any cost or charge with respect
thereto.

    


    ARTICLE
III.

    


    CLOSING

    


    3.1 Closing. The closing of the transactions
contemplated herein (the "Closing") shall occur on August __, 2008, or
at such other time and place as the parties may agree (the "Closing
Date"), provided that all
of the Closing conditions set forth in Section 3.3 hereof shall have
occurred.

    


    3.2 Deliveries. Together with an executed counterpart
of this Agreement, the following items shall be delivered by the parties at the
Closing:

    


    (a) By
Buyer. Buyer shall deliver
a certificate representing the Purchase Price described in Section
2.2(a).

    


    (b) By
Seller. Seller shall
deliver to Buyer:

    


    (i) one or more Bills of Sale, in form and
substance satisfactory to Buyer and sufficient to convey the Acquired Assets to
Buyer;

     

    
      
         

      

      
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    (ii) such electronic and paper copies and
representations of the Intellectual Property as may in Buyer's reasonable
judgment be necessary to convey the Intellectual Property to
Buyer;

    


    (iii) an Assignment of Seller's rights in the
NexiOne device; and

    


    (iv) such other documents and instruments as
are reasonably necessary to consummate the transactions contemplated
hereby.

     

    3.3 Conditions
to Closing. Buyer and
Seller shall not be obligated to consummate the Closing and the transactions
contemplated hereby and may terminate this Agreement without incurring any
liability unless (a) Buyer has delivered the items specified in Section 3.2(a)
and Seller has delivered the items specified in Section
3.2(b).

    


    ARTICLE
IV.

    


    REPRESENTATIONS
AND WARRANTIES OF SELLER

    


    Seller
represents and warrants to Buyer that:

    


    4.1 Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has full power and authority to own, lease and operate its properties
and to carry on its business as it is now being conducted. Seller is duly
qualified or licensed as a company to do business, and is in good standing, in
each jurisdiction where the character of the properties owned, leased or
operated by it or the nature of its business makes such qualification or
licensing necessary, except for failures to be so qualified or licensed and in
good standing that would not, individually or in the aggregate, affect the
Acquired Assets in a materially adverse manner.

    


    4.2 Authorization. Seller has all necessary power and
authority and has taken all action necessary to enter into this Agreement, to
consummate the transactions contemplated hereby and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by Seller and is
a valid and binding obligation of Seller, enforceable against it in accordance
with its respective terms subject to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting the rights of creditors generally and limitations imposed by equitable
principles, whether considered in a proceeding at law or in equity, and the
discretion of the court before which any proceeding therefor may be
brought.

    


    4.3 Brokers. All negotiations relating to this
Agreement and the transactions contemplated hereby have been conducted without
the intervention of any person or entity acting on behalf of Seller in such a
manner as to give rise to any valid claim against Buyer for any broker's or
finder's commission, fee or similar compensation and Seller shall indemnify
Buyer and hold it harmless from any liability or expense arising from any claim
for brokerage commissions, finder's fees or other similar compensation based on
any agreement, arrangement or understanding made by or on behalf of
Seller.

    


    4.4 Litigation,
Proceedings and Applicable Law. There are no Actions, suits,
investigations or proceedings, at law or in equity or before or by any
governmental authority or instrumentality or before any arbitrator of any kind,
pending or, to Seller's Knowledge, threatened (a) against Seller which, if
determined adversely against Seller, would have a material adverse effect on
Seller's or Buyer's ability to use the Intellectual Property in the manner in
which it is now being used by Seller, or (b) seeking to delay or enjoin the
consummation of the transactions
contemplated hereby. To the Knowledge of Seller, there are no outstanding
orders, decrees or stipulations issued by any federal, state, local or foreign,
judicial or administrative authority in any proceeding to which Seller is or was
a party relating to the Acquired Assets.

    


    4.5 No
Conflict or Violation.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby or thereby will result in (a) a violation of or
a conflict with any provision of the Articles of Incorporation or Bylaws of
Seller, (b) a material breach or termination of, or a material default under,
any term or provision of any contract to which Seller is a party or an event
which, with notice, lapse of time, or both, would result in any such material
breach, such termination or such material default, or (c) a material violation
by Seller of any Legal Requirement or an event which, with notice, lapse of time
or both, would result in such a material violation.

     

    
      
         

      

      
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    4.6 Intellectual
Property.

    


    (a) Seller owns all rights to the Acquired
Assets without any conflict or infringement of the intellectual property rights
of others, with the exception of Buyer’s intellectual property rights. All
source code included within the Intellectual Property constitutes a trade secret
of Seller and is not part of the public knowledge or literature, and Seller has
taken reasonable action to protect such source code as a trade secret. In
addition, Seller has taken reasonable steps (including, without limitation,
entering into Confidentiality Agreements with all officers and employees of and
consultants involved in Seller's business) to maintain the secrecy and
confidentiality of and its proprietary rights in, all Intellectual
Property.

    


    (b)  Schedule A lists (i) all registered
copyrights, trade names, trademarks, service marks and other company, product or
service identifiers included in the Intellectual Property, and specifies the
jurisdictions in which each of the foregoing has been registered, including the
respective registration numbers, and/or any application for any such
registration has been filed; (ii) all licenses, sublicenses and other agreements
as to which Seller is a party and pursuant to which Seller or any other Person
is authorized to use any Intellectual Property; and (iii) all licenses under
which Seller is or may be obligated to make royalty or other payments. Copies of
all licenses, sublicenses and other agreements identified pursuant to clauses
(ii) and (iii) above have been delivered by Seller to Buyer.

    


    (c) Seller is not in violation in any
material respect of any license, sublicense or agreement described in Schedule
A. As a result of the execution and delivery of this Agreement or the
performance of Seller's obligations hereunder, neither Seller nor Buyer shall be
in violation in any material respect of any license, sublicense or agreement
described in such schedule.

    


    (d) Seller is the sole owner of all
necessary right, title and interest in and to (free and clear of any liens,
encumbrances or security interests) all non-public domain Intellectual Property
necessary to fully exploit the Acquired Assets and has full rights to the use,
sale, license or disposal thereof. Except as expressly set forth in Schedule A,
no other Person has any
rights with respect to any of the Intellectual Property, nor is any consent or
approval of any third party needed to fully utilize and exploit the Acquired
Assets as presently configured.

    


    (e) No claims with respect to the
Intellectual Property have been asserted to Seller, or, to Seller's Knowledge,
are threatened by any person, and Seller knows of no claims (i) to the effect
that Seller infringes any copyright, patent, trade secret, or other intellectual
property right of any third party or violates any license or agreement with any
third party, (ii) contesting the right of Seller to use, sell, license or
dispose of any Intellectual Property, or (iii) challenging the ownership,
validity or effectiveness of any of the Intellectual
Property.

    


    (f) To the Knowledge of Seller, all
trademarks, service marks, and other company, product or service identifiers
held by Seller are valid and subsisting worldwide.

    


    (g) To the Knowledge of Seller, and except
as expressly set forth in Schedule A, there has not been and there is not now
any unauthorized use, infringement or misappropriation of any of the
Intellectual Property by any third party. Seller has not been sued or, to
Seller's Knowledge, charged as a defendant in any claim, suit, action or
proceeding that involves a claim of infringement of any patents, trademarks,
service marks, copyrights or other intellectual property rights that comprise
the Acquired Assets. Seller does not have any infringement liability with
respect to any patent, trademark, service mark, copyright or other intellectual
property right of any third party insofar as the Acquired Assets are
concerned.

    


    (h) No Intellectual Property is subject to
any outstanding order, judgment, decree, stipulation or agreement restricting in
any material manner the licensing thereof by Seller. Seller has not entered into
any agreement to indemnify any other person against any charge of infringement
of any Intellectual Property, except in the ordinary course of business. Seller
has not entered into any agreement granting any third party the right to bring
infringement actions with respect to, or otherwise to enforce rights with
respect to, any Intellectual Property. Seller has the exclusive right to file,
prosecute and maintain all applications and registrations with respect to the
Intellectual Property developed or owned by Seller.

    


    (i)  No person has a license to use or the
right to acquire a license to use any future version of any product based on the
Intellectual Property or any product based on the Intellectual Property that is
under development, and no agreement to which Seller is a party will restrict
Buyer from charging customers for any such new version or
product.

     

    
      
         

      

      
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    4.7 Assets
Generally. Seller holds
good and marketable title, license to or leasehold interest in all of the
Acquired Assets and has the complete and unrestricted power and the unqualified
right to sell, assign and deliver the Acquired Assets to Buyer. Upon
consummation of the transactions contemplated by this Agreement, Buyer will
acquire good and marketable title, license or leasehold interest to the Acquired
Assets free and clear of any encumbrances, including liens, and there exists no
restriction on the use or transfer of the Acquired Assets. No Person other than
Seller has any right or interest in the Acquired Assets, including the right to
grant interests in the Acquired Assets to third parties.

     

    4.8 Products. The Acquired Assets operate in
compliance with Seller's specifications for such products.

    


    4.9 Working
Order. All of the tangible
Acquired Assets are, and as of the Closing Date will be, in good condition,
working order and repair, normal wear and tear excepted.

    


    ARTICLE
V.

    


    REPRESENTATIONS
AND WARRANTIES OF BUYER

    


    Buyer
hereby represents and warrants to Seller as follows:

    


    5.1 Organization
of Buyer. Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of New Jersey and has full corporate power and authority to own, lease and
operate its properties and to carry on its business as it is now being
conducted.

    


    5.2 Authorization. Buyer has all necessary corporate
power and authority and has taken all corporate action necessary to enter into
this Agreement to consummate the transactions contemplated hereby and thereby
and to perform its obligations hereunder. This Agreement and has been duly
executed and delivered by Buyer and is a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms subject to the effect of
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws relating to or affecting the rights of creditors generally and limitations
imposed by equitable principles, whether considered in a proceeding at law or in
equity, and the discretion of the court before which any proceeding therefor may
be brought.

    


    5.3 Brokers. All negotiations relating to this
Agreement and the transactions contemplated hereby have been conducted without
the intervention of any person or entity acting on behalf of Buyer in such a
manner as to give rise to any valid claim against Seller for any broker's or
finder's commission, fee or similar compensation.

    


    5.4 Consents
and Approvals. No consent,
waiver, approval or authorization of or by, or declaration, filing or
registration with, any governmental or regulatory authority is required to be
made or obtained by Buyer in connection with the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby.

    


    ARTICLE
VI.

    


    CERTAIN
COVENANTS

    


    6.1 Covenants
of Both Parties. Buyer, on
the one hand, and Seller, on the other hand, each covenant to the other
that:

     

    (a) Further
Assurances. Each party
will cooperate in good faith with the other and will take all appropriate action
and execute any documents, instruments or conveyances of any kind which may be
reasonably necessary or advisable to carry out any of the transactions
contemplated hereunder. From and after the execution hereof, Seller will
promptly refer all inquiries with respect to the ownership of the Acquired
Assets to Buyer and execute such documents as Buyer may reasonably request from
time to time to evidence transfer of the Acquired Assets to
Buyer.

     

    
      
         

      

      
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    6.2 Seller's
Covenants. Seller
covenants to Buyer that:

    


    (a) Cooperation
and Transition Assistance.
Seller shall use its best efforts to facilitate the transition of customers,
customer support services, and development, marketing and sales functions
related to the Acquired Assets to Buyer, and shall direct any new inquiries
regarding the Acquired Assets to Buyer or its assignee.

    


    (b) Documentation. Seller shall provide Buyer with full
and complete documentation, both written and computer generated, relating to any
business that Seller has conducted using the Acquired Assets, including all
correspondence and files relating to their development.

    


    ARTICLE
VII.

    


    INDEMNIFICATION

    


    7.1 Indemnification
by the Seller. In the
event Seller (a) breaches or is deemed to have breached any of the
representations and warranties contained in Article IV herein, or (b) fails to
perform or comply with any of the covenants and agreements set forth in this
Agreement, Seller shall hold harmless, indemnify and defend Buyer, and each of
its directors, officers, shareholders, attorneys, representatives and agents,
from and against any Damages incurred or paid by Buyer to the extent such
Damages arise or result from a breach by Seller of any such representations or
warranties or a violation of any covenant in this Agreement.

    


    7.2 Indemnification
by Buyer. In the event
Buyer (a) breaches or is deemed to have breached any of the representations and
warranties contained in Article V herein or (b) fails to perform or comply with
any of the covenants and agreements set forth in this Agreement, then Buyer
shall hold harmless, indemnify and defend Seller from and against any Damages
incurred or paid by the Seller to the extent such Damages arise or result from a
breach by Buyer of any such representations and warranties or a violation of any
covenant in this Agreement.

    


    7.3 Notification
of Claims. If any party or
parties (the "Indemnified
Party") reasonably
believes that it is entitled to indemnification hereunder, or otherwise receives
notice of the assertion or commencement of any third-party claim, action, or
proceeding (a "Third-Party
Claim"), with respect to
which such other party or parties (the "Indemnifying
Party") is obligated to
provide indemnification pursuant to Section 7.1 or 7.2 above, the Indemnified
Party shall promptly give the Indemnifying Party written notice of such claim
for Indemnification (an

      

    "Indemnity Claim").
Any claim for indemnification under this Section 7 must be brought prior to the
expiration of the survival period for the representation and warranty as set
forth in Section 8.1. The delivery of such notice of Indemnity Claim ("Claim Notice") shall
be a condition precedent to any liability of the Indemnifying Party for
indemnification hereunder. The Indemnifying Party shall have twenty (20) days
from the receipt of a Claim Notice (the "Notice Period") to
notify the Indemnified Party of whether or not the Indemnifying Party disputes
its liability to the Indemnified Party with respect to such Indemnity
Claim.

    


    7.4 Resolution
of Claims.

    


    (a) With respect to any Indemnity Claim
involving a Third-Party Claim, following prompt notification of the Indemnifying
Party, the Indemnified Party shall proceed with the defense of such Third-Party
Claim. During such defense proceedings, the Indemnified Party shall keep the
Indemnifying Party informed of all material developments and events relating to
the proceedings. The Indemnifying Party shall have a right to be present at the
negotiation, defense and settlement of such Third-Party Claim. The Indemnified
Party shall not agree to any settlement of the Third-Party Claim without the
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld. Following entry of judgment or settlement with respect to the
Third-Party Claim, any dispute as to the liability of the Indemnifying Party
with respect to the Indemnity Claim shall be resolved as provided in Section
7.5.

    


    (b) With respect to any Indemnity Claim not
involving a Third-Party Claim, if the Indemnifying Party disputes its liability
within the Notice Period, the liability of the Indemnifying Party shall be
resolved in accordance with Section 7.5.

    


    (c) In the event that an Indemnified Party
makes an Indemnity Claim in accordance with Section 7.3 and the Indemnifying
Party does not dispute its liability within the Notice Period, the amount of
such Indemnity Claim shall be conclusively deemed a liability of the
Indemnifying Party.

     

    
      
         

      

      
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    7.5
 Arbitration. All disputes under this Agreement
shall be settled by arbitration before a single arbitrator pursuant to the
commercial law rules of the American Arbitration Association. Arbitration may be
commenced at any time by any party hereto giving written notice to each other
party to a dispute that such dispute has been referred to arbitration under this
Section 7.5. The arbitrator shall be selected by the joint agreement of the
Indemnifying Party and Indemnified Party, but if they do not so agree within 20
days after the date of the notice referred to above, the selection shall be made
pursuant to the rules from the panels of arbitrators maintained by such
Association. Any award rendered by the arbitrator shall be conclusive and
binding upon the parties hereto; provided, however, that any such award shall be
accompanied by a written opinion of the arbitrator giving the reasons for the
award. This provision for arbitration shall be specifically enforceable by the
parties and the decision of the arbitrator in accordance herewith shall be final
and binding without right of appeal. Each party shall pay its own expenses of
arbitration and the expenses of the arbitrator shall be equally shared;
provided, however, that if in the opinion of the
arbitrator any claim for indemnification or any defense or objection thereto was
unreasonable, the arbitrator may assess, as part of his award, all or any part
of the arbitration expenses of the other party (including reasonable attorneys'
fees) and of the arbitrator against the party raising such unreasonable claim,
defense or objection. To the extent that arbitration may not be legally
permitted hereunder and the parties to any dispute hereunder may not at the time
of such dispute mutually agree to submit such dispute to arbitration, any party
may commence a civil action in a court of appropriate jurisdiction to solve
disputes hereunder. Nothing contained in this Section 7.5 shall prevent the
parties from settling any dispute by mutual agreement at any
time.

    


    7.6 Reserved

    ARTICLE
VIII

    


    MISCELLANEOUS

    


    8.1 Survival
of Representations and Warranties. The representations, warranties and
indemnities included or provided for in this Agreement or in any agreement,
schedule or certificate or other document or instrument delivered pursuant to
this Agreement will survive the Closing Date for a period of twenty-four months.
No claim may be made by any party hereto unless written notice of the claim is
given within that twenty-four month period; provided, however, that the foregoing limitation period
will not apply to a breach of any representation, warranty or covenant known to
any party before the Closing Date.

    


    8.2 Setoff. Buyer may set off any amount that may
be owed to it by Seller under this Agreement against any amount otherwise
payable to Seller by Buyer, but any such setoff shall in no manner limit
Seller's liability, if any, to Buyer.

    


    8.3 Noncompetition. Seller shall not, at any time within
the 5-year period immediately following the Closing Date, directly or indirectly
engage in any activities similar to or competitive with the activities of Buyer.
This provision shall be of no further effect in the event of a breach by Buyer
of its obligations under Sections 2.2(a).

    


    8.4
 Press
Releases and Public Announcements. Prior to the Closing Date, neither
Buyer nor Seller (nor their respective shareholders, officers and directors)
shall issue any press release or make any public announcement concerning the
matters set forth in this Agreement (other than as required by applicable
disclosure rules or regulations) without the consent of the other party. Buyer
and Seller will cooperate to jointly prepare and issue any press release which
may be issued to announce the closing of the transactions contemplated by this
Agreement.

    


    8.5 Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Buyer may, without need for any consent or notice to Seller, assign
all of its rights and obligations under this Agreement to any Affiliate of
Buyer, and such assignment shall release Buyer of all of its liabilities and
obligations to Seller, provided such liabilities and obligations are fully
assumed by Buyer's assignee.

    


    8.6 Notices. Unless otherwise provided herein, any
notice, request, instruction or other document to be given hereunder by either
party to the other shall be in writing and delivered by telecopy or other
facsimile (with receipt acknowledged), delivered personally or mailed by
certified mail, postage prepaid, return receipt requested (such mailed notice to
be effective on the date such receipt is acknowledged or refused), to the
addresses of the parties appearing below, or to such other place and with such
other copies as either party may designate as to itself by written notice to the
other.

    


    If to the
Buyer, to:

    


    Priviam,
Inc.

    19200 Von
Karman Avenue, Suite 500

    Irvine,
CA 92612

    Attention:
Louis Jack Musetti

    Facsimile:
(949) 596-0482

     

    If to the
Seller, to:

    


    
      	
              Nexicon,
      Inc.

            
	
              400
      Gold Ave., Suite 1000

            
	
              Albuquerque,
      NM 87102

            
	
              Attention:
      Richard Urrea

            
	
              Facsimile:
      (505) 244-5115

            


    

        

    
      
         

      

      
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    8.7 Choice
of Law. This Agreement
shall be governed under and construed in accordance with the laws of the State
of New Jersey without regard to its choice of law principles. For purposes of
any dispute or controversy arising under this Agreement or the transactions
contemplated hereby, the parties mutually consent to the exclusive jurisdiction
of the state and federal courts sited within the State of New
Jersey.

    


    8.8
 Entire
Agreement; Amendments And Waivers. This Agreement, together with all
exhibits and schedules hereto, constitute the entire agreement among the parties
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties. No supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided.

     

    8.9
 Multiple
Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Facsimile signature pages shall be considered
originals.

    


    8.10 Titles. The titles, captions or headings of
the Articles and Sections herein are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on their
respective behalf, by their respective officers thereunto duly authorized, in
multiple originals, all as of the day and year first above written.

    


    SELLER:

    


    NEXICON,
INC.

    


    


    By: /s/ Richard
Urrea        

    Name:
Richard Urrea

    Title:
Chief Executive Officer

    


    


    BUYER:

    


    PRIVIAM,
INC.

    


    


    By: /s/ Louis Jack Musetti

    Name:
Louis Jack Musetti

    Title:
Chief Executive Officer

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

     

    Schedule
A

    


    (Acquired
Assets)

    


    


    All
right, title and interest in the NexiOne device and all Intellectual Property
related thereto.

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    9