exv10w14



 






Exhibit 10.14




ASSET PURCHASE AGREEMENT



This ASSET PURCHASE AGREEMENT (the “Agreement”) dated effective as of August
25, 2003, (the (Effective Date”) is made by and between CMI Corporate
Marketing, Inc. (d/b/a Compuflex International) a California corporation with
principal offices at 21124 Banlynn Court, Topanga, CA 90290 (hereinafter
“Seller”) and Quovadx, Inc., a Delaware corporation (hereinafter “Buyer”).
Seller and Buyer are sometimes referred to herein as a “Party” and
collectively, as the “Parties.”



Recitals:




     Seller has developed and is the owner of the entire right, title and
interest in and to certain proprietary software technology assets; and



     Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, said proprietary software technology assets and certain intellectual
property and other assets used or employed by the Seller in connection with the
same, subject to the terms and conditions set forth in this Agreement;



     ACCORDINGLY, for value received, the parties hereto (individually, a
“Party” and collectively, the “Parties”) agree as follows:



Terms and Conditions:




ARTICLE I

DEFINITIONS



For purposes of this Agreement and unless noted to the contrary, the following
terms have the following meanings:



     1.1 “Active Compuflex Customer” shall mean a person who purchased Compuflex
consulting services any time during the 12 months preceding the Closing Date
and who is listed on Exhibit B.



     1.2 “Active Compuflex Prospect” shall mean a person to whom Compuflex had, at
any time during the 12 months preceding the Closing Date, submitted a written
sales proposal which results in Professional Services Revenue to Quovadx on or
before March 31, 2004 and who is listed on Exhibit B.



     1.3 “Confidential Information” shall mean and refer to any and all information
in any form (oral, written, electronic, or otherwise) belonging to or
pertaining to a Party, including “Trade Secrets” (as defined in Section 1.15
hereof), which is of tangible or intangible value to such Party and which is
not public information or is not generally known or available to such Party’s
competitors but is known only to the Parties and to their employees,
independent contractors, agents, representatives, or others to whom it must be
confided in.



     1.4 “Documentation” shall mean and refer to all user documentation and
technical
documentation of or pertaining to the “Software” (as defined in Section 1.12
hereof) in electronic, written, printed, graphic, or other form.



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     1.5 "Governmental Entity” means any federal, state, provincial, local, county
or municipal government, governmental, judicial, regulatory or administrative
agency, commission, board, bureau or other authority or instrumentality,
domestic or foreign.



     1.6 "Intellectual Property” shall mean and refer to: (a) domestic and foreign
patents and patent applications (or equivalents thereto); (b) domestic and
foreign copyrights and copyright registrations; (c) domestic and foreign
trademarks, service marks, trade names and respective registrations thereof;
(d) Trade Secrets, privacy rights, and any other protection for Confidential
Information or ideas; (e) technical information and documentation, proprietary
technology and processes, and know-how; and, (f) all computer code, software,
procedures, processes, programming, programming elements, data, data
structures, databases, icons, visual elements, artistic elements, items,
inventions, information or theories, or portions thereof, which are protectable
or registrable under any of the patent, copyright, trademark, Trade Secret,
confidentiality or other similar laws.



     1.7 "Material Adverse Effect” means any event, condition or matter in respect
of the Acquired Assets that, individually or in the aggregate, results in or
could reasonably be expected to result in a material adverse effect on the
Acquired Assets taken as a whole; provided, that, any event, condition or
matter that is generally applicable to (i) the industries and markets in which
the Seller operated or (ii) the United States and global economies that does
not have a disproportionate effect on the Acquired Assets, shall in each case
be excluded from the determination of Material Adverse Effect.



     1.8 "Object Code” shall mean and refer to computer code in a form that is
readable and usable by machines, but not generally readable by humans without
reverse assembly, reverse compiling, or reverse engineering.



     1.9 "Person” means an individual, corporation, partnership, association,
limited liability company, trust, joint venture, unincorporated organization,
other entity or group (as defined in Section 13( d)(3) of the Securities
Exchange Act of 1934, as amended).



     1.10 “Professional Services” shall mean consulting services performed by Buyer
pursuant to a statement of work; Professional Services shall not include
maintenance and support services of any kind.



     1.11 “Revenue” shall mean revenue recorded by Buyer and included in its
periodic reports filed with the Securities and Exchange Commission.



     1.12 “Software” shall mean and refer to the computer software of Seller
described in Section 1 of Exhibit A, in “Source Code” (as defined in Section
1.14 hereof) form or Object Code form or other forms, including, but not
limited to, programs, procedures, subroutines, scripts, batch processes, build
files, databases, data files, data and file structures, configuration files,
input/output interfaces, form formats and configurations, report formats and
configurations, and all other programming and data elements.



     1.13 “Sole Shareholder” shall mean Cory Isaacson.



     1.14 "Source Code” shall mean and refer to computer code and related
documentation in a
form that is readable by humans, including all comments and any procedural code
such as job control language.



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     1.15 "Trade Secret” shall have the meaning set forth in Colorado law.



     1.16 “WebAccel Software” shall have the meaning given in Section I of Exhibit
A.



     1.17 “BNMS Product Concept” shall mean the product concept that Quovadx, in its
sole discretion, may determine to commercialize based on the Compuflex concept
for a broadcast network management system, fur use in managing the sales,
traffic and billing systems for standard television, radio, cable-television
and private retail networks.



     1.18 “License Fees” shall mean a) with respect to the Physicians Portal Tool
Kit (or such other product name as may be listed in Buyer’s price book, as
defined on Exhibit A) 75% of license fees paid by a customer and set forth on
the applicable product order form, b) with respect to the Java Server Pages
Development Tools (currently named Compuflex WebAccel Framework and Compuflex
WebAccel View Patterns, or such other product name(s) as may be listed in
Buyer’s price book, as defined in Exhibit A) (x) when sold on a stand-alone
basis, 100% of license fees paid by a customer and set forth on the applicable
product order form, or (y) when sold bundled with other Buyer
non-Java-Server-Pages Web development tools, 75% of license fees paid by a
customer and set forth on the applicable product order form, and (c) with
respect to the Java Server Pages Unit Testing Tools (currently named Compuflex
WebAccel QA, or such other product name(s) as may be listed in Buyer’s price
book, as defined in Exhibit A), 100% of license fees paid by a customer and set
forth on the applicable product order form.



ARTICLE II

PURCHASE AND SALE OF ASSETS




     2.1 Acquired Assets. On the terms and subject to the conditions set forth in
this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and
deliver to Buyer, free and clear of all security, interests, pledges,
mortgages, liens, claims, charges, encumbrances easements, encroachments,
leases, licenses, options, purchase rights, any other right of a third party,
adverse claims of ownership or use, restrictions on transfer (including,
without limitation, a right of first refusal or offer or other similar right),
restrictions on use or any other contractual limitation of any kind or nature,
defects of title, or other encumbrances of any kind or nature (each and any of
the foregoing, a “Lien”), of any kind or nature whatsoever, except as otherwise
expressly provided in this Agreement, and Buyer shall purchase and accept from
the Seller all of the Seller’s, right, title and interest in and to the
following (hereinafter the “Acquired Assets”):



     (a) All copies of all current and previous versions of the Software and
Documentation listed in Section I of Exhibit A attached hereto, and any
software, in Source Code and Object Code form, from which any of the foregoing
is derived (collectively the “Products”) including without limitation, all
documentation for or relating to the Products, as well as the coding, bugs and
fixes capability, design, planned enhancements, data dictionaries, database
data, and database design for the Products, and also
including, without limitation, all operator, technical, and user manuals,
training materials, testing materials, problem reports, guides, listings,
specifications and other materials for use in connection with the Products or
any version enhancement of the Products; and



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     (b) All of Seller’s right, title and interest in and to (i) the
Intellectual Property of and pertaining to the Software and Documentation
including the trademarks listed in Section II of Exhibit A, and (ii) the
Intellectual Property of and pertaining to the BNMS Product (collectively, the
“Transferred Intellectual Property”);



     (c) All of Seller’s right, title and interest in and to the patent
applications listed in Section III of Exhibit A hereto (including all
intellectual property that is the subject of such application), and all
divisions, continuations and continuations in part (to the extent they include
the subject matter disclosed in such applications) reissues and any foreign
counterparts of any of the foregoing (the “Patent Applications”); and



     (d) All rights to past damages for infringement or violation of any rights
described in (a), (b), and (c) above.



     (e) To the extent transferable, all of Seller’s rights under licenses
between Seller and third parties for components of the Software and
Documentation provided by third parties (the “Third Party Licenses”),
including, but not limited to, components which are, as the case may be,
incorporated in, used by, or necessary for the proper creation and operation of
the Software and Documentation (the “Third Party Components”);



     (f) To the extent transferable, all media held in Seller’s possession
which store the distribution versions of Third Party Components of the Software
and Documentation, and all third party documentation related thereto;



     (g) All guarantees, warranties, indemnities and similar rights in favor of
Seller, and, to the extent transferable, all proceeds under insurance policies
(and if not transferable, cash equivalent to the amount of all such proceeds),
with respect to any Asset;



     (h) All marketing and promotional materials and supplies, all prospect
lists, packaging materials, artwork for packaging and marketing and promotional
materials, work in process and inventories of Seller, to the extent relating to
the Software or Documentation;



     (i) All of Seller’s rights to causes of action, lawsuits, judgments,
claims and demands of any nature available to or being pursued by Seller to the
extent such items relate to the ownership, use, function or value of any Asset,
whether arising by way of counterclaim or otherwise;



     (j) All of Seller’s technical and internal documentation, system and
design documents, flowcharts, information, files, correspondence, records,
data, plans, recorded knowledge, and vendor lists to the extent such items
relate to the development of the Software or Documentation;



     (k) Copies of all of the following items relating to the Software and
Documentation: books; payment records; accounts; databases; customer lists;
Third Party Licenses; correspondence; employment contracts; independent
contractor contracts; and other useful business records, including electronic
media, and any confidential or other information which has been reduced to
written, graphic, electronic or other tangible media, pertaining to or utilized
in the conduct of business related to the
Software, subject in each case to Seller’s right to retain originals and copies
thereof which Seller reasonably requires for its ongoing operation and



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winding-up of operations related to the Software (but which Seller may not
disclose or convey to any third party except for Seller’s agents, attorneys and
accountants who have a need to know); and,



     (l) The goodwill associated with the Software, with the Documentation, and
with Seller’s trademarks, service marks, and trade names pertaining to the
Software or Documentation.


2.2 Excluded Assets. Except as expressly provided herein, Buyer is not
acquiring any asset or assuming any liability of Seller and all assets and
liabilities not specifically and expressly identified in this Agreement are
excluded.


2.3 Excluded Liabilities. All liabilities and obligations of Seller of any
kind, whether or not related to the Acquired Assets, which are not expressly
assumed by Buyer pursuant to Section 2.1 (the “Excluded Liabilities”) shall be
retained, paid and discharged by Seller and shall not be assumed or discharged
by Buyer.


2.4 Purchase Price. In consideration of the transfer by Seller to Buyer of the
Acquired Assets, Buyer shall pay to Seller the following aggregate
consideration (the “Purchase Price”), payable in accordance with the provisions
of this Agreement:



     (a) Cash Portion. At the Closing, Buyer shall pay to Seller $400,000.00
in cash by check or wire transfer of immediately available funds and, on or
before October 10, 2003, $350,000.00 in cash by check or wire transfer of
immediately available funds (the “Initial Payment”); and



     (b) Earn-Out Portion. As the remaining consideration for the transfer and
sale of the Assets, Purchaser shall pay to Seller, royalty fees (the “Royalty
Fees”), as follows:



          (i) Monthly, for a period of two (2) years commencing on the one-month
anniversary of the Closing Date, Buyer shall pay Seller Royalty Fees equal to
one-twelfth of $250,000 (the sum of these fees equal $500,000 in the
aggregate); and



          (ii) On each of September 30, 2004 and 2005 (each, a “Payment Date”),
Buyer shall pay Seller additional Royalty Fees in an amount equal to (A) THE
SUM OF (x) 20 percent of the Revenue recognized by Buyer during Buyer’s
preceding four calendar quarters from any Licensee Fees on the WebAccel
Software and (y) 10 percent of the Revenue recognized by Buyer during Buyer’s
preceding four calendar quarters from Professional Services fees paid by Active
Compuflex Customers listed on and Active Compuflex Prospects, and (z) a
mutually agreed-upon percentage, not to exceed five (5) percent, of the Revenue
recognized by Buyer during the preceding four calendar quarters from any
License Fees on the BNMS product, MINUS (B) $250,000; provided, however, such
amount shall not be less than $0.00; and



          (iii) On each of September 30, 2006, 2007 and 2008 (each, a “Payment
Date”), Buyer shall pay Seller Royalty Fees equal to 20 percent of the Revenue
recognized by Buyer during Buyer’s preceding four calendar quarters from
License Fees on the WebAccel Software.



          (iv) The payments required in paragraphs (ii) and (iii) above shall be
made no later than 60 days after the respective Payment Date.



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ARTICLE III




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THE CLOSING



3.1 Closing. The consummation of the transactions contemplated by this
Agreement (the “Closing”) shall occur at the offices of Buyer at 2:00 p.m. on
August 25, 2003 (The date of the Closing shall be referred to herein as the
“Closing Date.”)


3.2 Deliveries at Closing.



     (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer
the following:



          (i) a duly executed Assignment and Bill of Sale (hereinafter the “Seller’s
Bill of Sale”) substantially in the form of Exhibit B attached hereto, selling
and transferring the Acquired Assets to Buyer;



          (ii) a duly executed and notarized Assignment of Application in
substantially the form of Exhibit D hereto with respect to each Patent
Application;



          (iii) the Acquired Assets by electronic file transfer protocol immediately
prior to the Closing and;



          (iv) such other documents or instruments as reasonably may be necessary to
transfer or assign the Acquired Assets from the Seller to the Buyer, including,
without limitations, such documents as may be necessary for Buyer to enforce
rights regarding infringement as otherwise provided herein.



     (b) Consents. Copies of all written consents required to be obtained by
Seller in connection with the transfer of the Acquired Assets, in form and
substance reasonably satisfactory to Buyer;



     (c) Resolutions of the Seller. A copy of the resolutions of the board of
directors of the Seller certified by the secretary of the Seller as having been
duly and validly adopted and in full force and effect as of the Closing Date
authorizing execution and delivery of the Agreement and the consummation of the
transactions contemplated hereby by Seller; and



     (d) At Closing, Buyer shall deliver or cause to be delivered to Seller
the payment of $400,000.00 by check or wire transfer in immediately available
funds to an account or accounts designated by Seller.



     (e) Termination Agreements. Seller and Buyer shall deliver termination
agreements, terminating each of the Value-Added Reseller Agreement dated July
14, 2003 by and between Seller (as Supplier) and Buyer (as VAR), and the Value
Added Reseller Agreement dated July 14 by and between Seller (as Partner) and
Buyer (as vendor).


3.3 Further Assurances. The Seller from time-to-time after the Closing, upon
reasonable request, will execute, acknowledge and deliver such other
instruments of conveyance and transfer and will take such other actions and
execute and deliver such other documents, certifications and further assurances
the Buyer may reasonably request with respect to the assignment, transfer and
delivery of the Acquired Assets and the obtaining of any consents, in order to
consummate the transactions contemplated herein.



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ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF SELLER AND SOLE SHAREHOLDER




     Seller and Sole Shareholder each hereby represents, warrants and covenants
to Buyer as follows:


4.1 Organization and Standing of Seller. Seller is a California corporation
duly organized, validly existing and in good standing under the laws of
California and has all requisite corporate power to carry on its business as it
is now being conducted.


4.2 Corporate Power and Authority; Authorization. Seller has corporate power
and authority to make and carry out this Agreement. All necessary corporate
action on the part of Seller required for the authorization of the transactions
provided for herein has been duly taken. This Agreement has been duly executed
and delivered by Seller and constitutes a valid, legal and binding obligation
of each of them, enforceable in accordance with its terms.


4.3 Shareholder Approval. The Sole Shareholder shall have provided Seller with
his written agreement to the transactions provided herein and acknowledgment
that this is a valid, legal and binding obligation of the Seller.


4.4 Conflict with Other Instruments. The execution and delivery of this
Agreement do not, and the consummation of the sale of assets provided for
herein will not, (i) violate any provision of the Certificate or Articles of
Incorporation or the Bylaws of Seller or (ii) result in the breach or
termination of any provision of, or constitute a default under, any agreement
or instrument which is being transferred hereby or to which Seller is a party
or by which, it is bound or to which it or any of its assets are subject.


4.5 Title to Assets. Seller has and conveys to Buyer good, valid and
marketable title to the Assets, free and clear of all mortgages, liens,
pledges, security interests, charges, claims, restrictions and other
encumbrances and defects of title of any nature whatsoever.


4.6 Intellectual Property.



     (a) Seller owns the entire right, title and interest to all Transferred
Intellectual Property, free and clear of all mortgages, liens, pledges,
security interests, charges, claims, restrictions and encumbrances of any
nature whatsoever.



     (b) Exhibit E contains a correct and complete list of all Intellectual
Property of third parties which is used in or by, incorporated in, or necessary
for the use, operation, building, reproduction, making of derivative works of
or distribution of the Software or Documentation by Seller (the “Third Party
Intellectual Property”).



     (c) Seller has valid licenses to use, reproduce, distribute, and make
derivative works of the Third Party Intellectual Property, or to employ the
Third Party Intellectual Property in the manner in which Seller actually uses
or employs the Third Party Intellectual Property.



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     (d) The Software and Documentation does not use, incorporate, or require
for its use, building, operation, reproduction, distribution or making of
derivative works, any Intellectual Property other than the Transferred
Intellectual Property and Third Party Intellectual Property.



     (e) Seller has not violated, misappropriated, infringed, induced
infringement of, or contributed to the infringement of any patent, copyright,
Trade Secret, trademark, service mark, trade name, Internet domain name or
other intellectual property right of any other person or entity, and there are
no claims pending or threatened against Seller asserting that the Software or
Documentation, or use of the Transferred Intellectual Property, Third Party
Intellectual Property or the Third Party Components by Seller violates,
misappropriates or infringes the intellectual property rights of any other
person or entity.



     (f) Seller has not received any infringement opinions of any nature from
any source which indicate that the Software or Documentation violates,
misappropriates, infringes or may violate, misappropriate or infringe any
intellectual property right of a third party.



     (g) Seller has not made, asserted or threatened any claim of violation,
misappropriation or infringement of the Transferred Intellectual Property or
the Third Party Intellectual Property against any other person or entity, and
Seller is not aware of any such violation, misappropriation or infringement.



     (h) Seller has not granted any outstanding licenses or other rights to the
Transferred Intellectual Property to any person or entity.



     (i) The transactions contemplated herein will have no adverse effect on
the Transferred Intellectual Property.


4.7 Contracts. Seller has no obligation under any significant contract, lease
or other agreement relating to or affecting in any manner any of the Acquired
Assets. To the knowledge of Seller and Sole Shareholder, Seller has complied
in all material respects with, and is not in default in the performance of any
term or condition of, any agreement that it is transferring to Buyer hereunder.


4.8 Taxes; Litigation and Liabilities. There have been properly completed and
filed on a timely basis all returns with respect to the Acquired Assets
required to be filed by Seller on or prior to the date hereof pertaining to
federal, state, and local income, sales, use, and other taxes. No actions,
suits or proceedings are pending or, to the knowledge of Seller and Sole
Shareholder, are threatened against Seller affecting or involving any of the
Acquired Assets. Except as disclosed on the Disclosure Schedule, as of the
effective date Seller has no outstanding liabilities or obligations.


4.9 Patents. To the knowledge of Seller and Sole Shareholder after due
inquiry, all of the Patents are subject to full and complete applications and
are not in violation of any right of a third party. Seller knows of no reason
why all such Patents will not be granted pursuant to such applications.



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ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER




     Buyer hereby represents, warrants and covenants as follows:


5.1 Organization of Buyer. Buyer hereby represents and warrants to Seller that
Buyer is a Delaware corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and that it has all requisite
corporate power to carry on its business as it is now being conducted.


5.2 Corporate Power and Authority; Authorization. Buyer has corporate power
and authority to make and carry out this Agreement. This Agreement has been
duly executed and delivered by Buyer and constitutes a valid, legal and binding
obligation of Buyer, enforceable in accordance with its terms.


5.3 Conflict with Other Instruments. The execution and delivery of this
Agreement do not, and the consummation of the transactions provided for herein
will not, (i) violate any provision of the Certificate of Incorporation or the
Bylaws of Buyer or (ii) result in the breach or termination of any provision
of, or constitute a default under, any agreement or instrument which is being
transferred hereby or to which Buyer is a party or by which it is bound or to
which it or any of its properties is subject.



ARTICLE VI

CONDITIONS TO CLOSING



6.1 Conditions Precedent to Obligation of the Seller and the Buyer. The
respective obligations of each Party to effect the transactions contemplated by
this Agreement shall be subject to the satisfaction of the following
conditions:



     (a) No action, suit or proceeding brought by any Governmental Entity shall
be pending to enjoin, restrain or prohibit the transactions contemplated by
this Agreement, or that would be reasonably likely to prevent or make illegal
the consummation of the transactions contemplated by this Agreement.



     (b) No Governmental Entity shall have issued any order, decree or ruling,
and there shall not be any statute, rule or regulation, restraining, enjoining
or prohibiting the consummation of the transactions contemplated by this
Agreement.


6.2 Conditions Precedent to Obligation of the Seller. The obligation of the
Seller to effect the transactions contemplated by this Agreement shall be
subject to the satisfaction or waiver at or prior to the Closing Date of the
condition that the Buyer shall have performed in all material respects their
obligations under this Agreement required to be performed by the Buyer at or
prior to the Closing Date.


6.3 Conditions Precedent to Obligation of the Buyer. The obligation of the
Buyer to effect the transactions contemplated by this Agreement shall be
subject to the satisfaction or waiver at or prior to the Closing Date of the
following additional conditions:



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     (a) The Seller shall have performed in all material respects its
obligations under this Agreement required to be performed by the Seller at or
prior to the Closing Date. There shall have been no material breach by Seller
in the performance of any covenant herein to be performed by it in whole or in
part prior to the Closing, and the representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
as of the Closing; and Buyer shall have received a certificate dated and
validly executed on behalf of Seller certifying, in such detail as Buyer may
reasonably require, the fulfillment of the foregoing conditions.



     (b) Delivery of Documents. Buyer shall have received all documents and
other items to be delivered under Section 3.2.



     (c) Due Diligence; No Liens. Buyer shall have completed is due diligence
review with respect to the Acquired Assets and Assumed Contracts to its
reasonable satisfaction, and Buyer shall have confirmed to its satisfaction
that all of Seller’s right, title and interest in and to the Acquired Assets
would be transferred to Buyer free and clear of any Liens.



     (d) Approval by Buyer’s Counsel and Accountants. All actions,
proceedings, instruments and documents reasonably required to carry out this
Agreement and all other related legal and accounting matters shall have been
reasonably approved as to form and substance by counsel and accountants for
Buyer.



     (e) Website. Seller shall have replaced all content on Seller’s existing
website pertaining to the Acquired Assets with a notice, satisfactory to Buyer
to the effect that the Acquired Assets are owned by Buyer and provide Buyer’s
contact information for existing or potential customers.



     (f) Material Adverse Effect. There shall not have occurred a Material
Adverse Effect since the Effective Date.



ARTICLE VII

TERMINATION, AMENDMENT, AND WAIVER



7.1 Termination by Mutual Consent. This Agreement may be terminated at any time
prior to the Closing Date by mutual written agreement of the Buyer and the
Seller.


7.2 Termination by Either the Buyer or the Seller. This Agreement may be
terminated at any time prior to the Closing Date by the Buyer or the Seller if
the Closing Date shall not have occurred on or before September 1, 2003, or if
the Closing Date shall have occurred and is later rescinded; provided however,
that the right to terminate this Agreement pursuant to this Section 7.2 shall
not be available to any Party whose failure to fulfill any obligation under
this Agreement shall have been the cause of the failure of the Closing Date to
have occurred on or prior to such date.


7.3 Termination by the Buyer. This Agreement may be terminated at any time
prior to Closing by the Buyer upon the occurrence of any of the following
events (provided that the Buyer is not in material
breach of any covenant or other agreement contained herein), unless such event
shall have been agreed to the Buyer upon a willful breach of any covenant or
agreement on the



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part of the Seller set forth in this Agreement such that the
condition in Section 6.3(a) would not be satisfied; provided, that if any such
breach is curable on or before September 1, 2003, through the use of the
Seller’s reasonable best efforts, so long as the Seller, following written
notice with respect to such breach from the Buyer, shall be using its
reasonable best efforts to cure such breach, the Buyer may not terminate this
Agreement pursuant to this Section 7.3.


7.4 Effect of Termination and Abandonment. In the event of termination of this
Agreement pursuant to this Article VII, written notice thereof shall be given
as promptly as practicable to all of the other Party to this Agreement and this
Agreement shall terminate and the transactions contemplated hereby shall be
abandoned, without further action by any of the Parties hereto. If this
Agreement is terminated as provided herein there shall be no liability or
obligation on the part of the Buyer, or its respective officers, directors, or
agents, and all obligations of the Parties shall terminate, except (i) for the
obligations of the Parties pursuant to this Section 7.4 and Section 9.7, and
(ii) that a Party that has willfully breached its covenants or agreements set
forth in this Agreement shall be liable for damages occasioned by such breach,
including without limitation any expenses, including the reasonable fees and
expenses of attorneys, accountants and other agents incurred by the other Party
in connection with this Agreement and the transactions contemplated hereby, and
Buyer shall have the right to commence an action for specific performance in
addition to other remedies hereunder.



ARTICLE VIII

INDEMNIFICATION



8.1 Seller’s Indemnification. Seller and Sole Shareholder shall defend,
indemnify, save and keep harmless Buyer and its officers, managers, employees,
agents, successors and assigns against and from all damages sustained or
incurred by any of them resulting from or arising out of or by virtue of: (a)
any inaccuracy in or breach of any representation and warranty made by Seller
in this Agreement; (b) any breach by Seller of, or failure by Seller to comply
with, any of its covenants or obligations under this Agreement (including,
without limitation, its obligations under this Article VIII); and (c) the
failure to discharge when due any Excluded Liability or any claim against Buyer
with respect to any such liability or obligation or alleged liability or
obligation.



ARTICLE IX

GENERAL PROVISIONS



9.1 Survival of Covenants and Agreements. The covenants and agreements of the
Parties set forth in this Agreement shall survive in accordance with their
terms.


9.2 Transfer Taxes. The Seller and the Buyer will use reasonable efforts and
cooperate in good faith, to exempt the sale, conveyance, assignments, transfers
and deliveries to be made to the Buyer hereunder from any sales, use, excise,
transfer, documentary, registration, recording and other similar Taxes
(collectively, “Transfer Taxes”) payable in connection with such sale,
conveyance, assignments, transfers and deliveries. In the event that any
Transfer Taxes are assessed or are required to be paid to
secure the admissibility for any legal purpose of an instrument with respect to
such sale, conveyance, assignments, transfers or deliveries, such Transfer
Taxes shall be paid by the Seller.



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9.3 Notices. All notices, claims, demands, and other communications hereunder
shall be in writing and shall be deemed given upon (a) confirmation of receipt
of a facsimile transmission, (b) confirmed delivery by a standard overnight
carrier or when delivered by hand, or (c) the expiration of five (5) business
days after the day when mailed by registered or certified mail (postage
prepaid, return receipt requested), addressed to the respective parties at the
following addresses (or such other address for a party as shall be specified by
like notice):



(a) If to the Buyer, to:



Quovadx, Inc.

ATTN: CFO

6400 S. Fiddlers Green Circle, Suite 1000

Englewood, CO 80111

Fax: 303-488-9705



with a copy to:



Quovadx, Inc.

ATTN: General Counsel

6400 S. Fiddlers Green Circle, Suite 1000

Englewood, CO 80111

Fax: 720-554-1786



(b) If to the Seller, to:



Cory Isaacson

21124 Banlynn Court

Topanga CA 90290

Fax: 818-884-0178



with a copy to:



Rosser Cole

200 North Brand Blvd.

Glendale CA 91203

Tel: 818-500-9418


9.4 Descriptive Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


9.5 Entire Agreement: Assignment. Until the termination of this Agreement in
accordance with its terms, this Agreement (including the schedules and the
other documents and instruments referred to
herein) (a) constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral among the Parties or any
of them, with respect to the subject matter hereof, including, without
limitation, any transaction between or among the Parties hereto and (b) shall
not be assigned by operation of law or otherwise, except as otherwise expressly
provided herein.



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9.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado without regard to the rules
of conflict of laws of the State of Colorado or any other jurisdiction.


9.7 Expenses. Whether or not the transactions contemplated by this Agreement
are
consummated, all Costs and expenses incurred in connection with this Agreement
and the transactions Contemplated thereby shall be paid by the Party incurring
such expenses.


9.8 Amendment. This Agreement may not be amended except by an instrument in
writing signed on behalf of all the Parties hereto.


9.9 Waiver. At any time prior to the Closing Date, the Parties hereto may (a)
extend the time for the performance of any of the obligations or other acts of
the other Parties hereto, (b) waive any inaccuracies in any document delivered
pursuant hereto, and (c) waive compliance with any of the agreements or
Conditions 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.


9.10 Counterparts: Effectiveness. This Agreement may be executed in two or more
Counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement. This Agreement shall become
effective when each Party hereto shall have received counterparts thereof
signed by all the other Parties hereto.


9.11 Severability: Validity: Parties in Interest. If any provision of this
Agreement or the application thereof to any Person or circumstance is held
invalid or unenforceable, the remainder of this Agreement, and the application
of such provision to other Persons or circumstances, shall not be affected
thereby, and to such end, the provisions of this Agreement are agreed to be
severable, so long as the severance of any such provision shall not materially
alter the intent of the Parties or the substance of the consideration exchanged
by the Parties. Nothing in this Agreement, express or implied, is intended to
confer upon any Person not a Party to this Agreement any rights or remedies of
any nature whatsoever under or by reason of this Agreement.


9.12 Confidentiality. Notwithstanding Section 9.5 hereof, that certain
Non-Disclosure Agreement between the parties dated April 1, 2003, which the
parties agree is still in effect with respect to the subject matter hereof,
shall survive the closing hereof and the terms of such Non-Disclosure Agreement
shall apply to this agreement except as may be otherwise mutually agreed in
writing.



[Remainder of this page intentionally left blank]





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IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be
executed by, or on their behalf, by their officers thereunto duly authorized,
and the Sole Shareholder has executed this Agreement, each as of the date first
above written.





CMI CORPORATE MARKETING, INC.




		
	By: 	/s/ Cory Isaacson







Name: Cory Isaacson



Its: President



SOLE SHAREHOLDER



/s/ Cory Isaacson





QUOVADX, INC.




		
	By: 	/s/ Gary T. Scherping








		
	Name: 	Gary T. Scherping








		
	Its: 	EVP, Finance and CFO










      








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EXHIBIT A




ACQUIRED ASSETS





	I.	 	SOFTWARE





WebAccel Software is comprised of:




	 	•	 	WebAccel Framework — a Java Server Pages development
tool kit and set of related components, as more fully described
in the WebAccel Architecture Data Sheet attached as Schedule 1 to
this Exhibit A and in U.S.Patent Application Number 10/044,659
	 
	 	•	 	Physicians Portal Tool Kit — a Web-based template
adaptive application for providing clinical information to
physicians and other users
	 
	 	•	 	WebAccel View Patterns — a Web-based tool kit and
architecture for rapid development of advanced user interfaces,
as more fully described in the Provisional Application for U.S.
Patent dated May 14, 2003.
	 
	 	•	 	WebAccel QA unit testing module — a unit-testing tool
kit for testing server-side WebAccel components





	II.	 	TRADEMARKS





WEBACCEL USPTO Serial No. 76/275,282




	III.	 	PATENTS — Applied For:




	 	 	 	 	 
	 	 	Application	 	Date
	Title
	 	No.
	 	Filed

	Method and Software for
Modularizing Software Components
For Business Transaction
Applications

	 	10/044,659
	 	1/08/2002
	 
	 	 	 	 
	Web Site Development Software

	 	Provisional Application
	 	5/14/2003







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Schedule 1 to Exhibit A




WebAccel Architecture Data Sheet




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EXHIBIT B




Active Compuflex Customers



BICA

Donovan Data Systems

Donovan Data Systems, UK

eBusiness Solution Pros, Inc.

Health Management Associates

Mercedes Benz USA

TATA

Visual Circuits



Active Compuflex Prospects



Moore-Handley

University of Miami

New York Hotel Council

Bekins

Aon

Blackboard

Mercedes-Benz

Health Management Associates

Birmingham Water Works and Sewer Board

Donovan Data Systems, UK

Federated Insurance

Guidant

Jomar

Toledo Public Schools

Verizon Wireless

Western Digital

Computer Management Assistance Co

Town of Wallingford



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EXHIBIT C




ASSIGNMENT AND BILL OF SALE




     FOR GOOD AND SUFFICIENT CONSIDERATION, the receipt of which is hereby
acknowledged, CMI Corporate Marketing, Inc. (d/b/a Compuflex International) a
California corporation with principal offices at 21124 Banlynn Court, Topanga,
CA 90290 (“Seller”), by these presents GRANTS, BARGAINS, SELLS, TRANSFERS,
ASSIGNS, CONVEYS AND DELIVERS to QUOVADX, INC., a Delaware corporation
(“Buyer”), all right, title and interest in and to all of the Acquired Assets,
as that term is defined in the Asset Purchase Agreement by and between Seller
and Buyer, dated as of August 18, 2003 (the “Agreement”), in accordance with,
and subject to, the terms and conditions of the Agreement, which are
incorporated herein by reference. Capitalized terms used but not defined
herein shall have the meanings provided in the Agreement.



     Seller, for itself, its affiliates, and its successors and assigns, hereby
covenants and agrees that, at any time and from time to time forthwith upon the
written request of Buyer, Seller will do, or cause its affiliates to, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered, each and all of such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may reasonably be required by
Buyer or as required pursuant to the Agreement in order to assign, transfer,
set over, convey, assure and confirm unto and vest in Buyer, its successors and
assigns, title to the Acquired Assets sold, assigned, conveyed, transferred and
delivered by this Assignment and Bill of Sale.



     This Assignment and Bill of Sale is subject to the terms and conditions of
the Agreement, which are incorporated herein by reference, and shall be binding
upon Seller and Buyer, and their respective successors and assigns.



     THIS ASSIGNMENT AND BILL OF SALE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO IRRESPECTIVE
OF THE CHOICE OF LAWS PRINCIPLES OF THE STATE OF COLORADO OR ANY OTHER
JURISDICTION, AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION,
EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.

	 	 	 	 	 
	Date: August 18, 2003           	CMI CORPORATE MARKETING, INC.

 	 
	 	By:  	/s/ Cory Isaacson
 	 
	 	 	Name:  	Cory Isaacson 	 
	 	 	Title:  	President 	 
	 


	 	 	 	 	 
	 	SOLE SHAREHOLDER

 	 
	 	 	/s/ Cory Isaacson
 	 
	 	 	 	 
	 	 	 	 
	 





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EXHIBIT D




ASSIGNMENTS OF PATENT APPLICATIONS




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EXHIBIT E




DISCLOSURE SCHEDULE




     I.



     II.




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