exhibit10_4.htm


    EXHIBIT
10.4

    
      

    

    
      




     

    


    


    


    January
15, 2009

    


    


    Special
Situations Fund III QP, L.P.

    Special
Situations Fund III, L.P.

    Special
Situations Private Equity Fund, L.P.

    Special
Situations Technology Fund, L.P.

    Special
Situations Technology Fund II, L.P.

    527
Madison Avenue, Suite 2600

    New York,
New York 10022

    Attn:  Austin
W. Marxe

    


    Dear
Austin,

    


    Reference
is hereby made to the following, each as amended and/or restated from time to
time through and including the date hereof:  (a) that certain Purchase
Agreement, dated as of June 8, 2004 (the “Purchase Agreement”),
by and among Primal Solutions, Inc. (“Primal”) and the
investors party thereto, (b) the Registration Rights Agreement, dated as of June
8, 2004 (the “Registration Rights
Agreement”), among Primal and the investors party thereto, (c) the
Warrants, dated as of June 15, 2004 (the “Warrants”), issued by
Primal in connection with the transactions contemplated by the Purchase
Agreement, (d) that certain Purchase Agreement, dated as of March 31, 2006 (the
“Purchase Agreement
II”), by and among Primal, Wireless Billing Systems (“WBS”), and the
investors party thereto (the “Senior Lenders”), (e)
the Amended and Restated 10% Senior Secured Convertible Notes due December 31,
2009 (the “Notes”) issued by
Primal and WBS to the Senior Lenders pursuant to the terms of Purchase Agreement
II, (f) the Pledge and Security Agreement, dated as of March 31, 2006 (the
“Security
Agreement”), among Primal, WBS and the Senior Lenders, (g) the Amended
and Restated Subordination Agreement, dated as of March 29, 2007 (the “Subordination
Agreement”), among Lightbridge Inc., Primal, WBS and the Senior Lenders,
(h) the Warrants, dated as of March 31, 2006 (the “Warrants II”), issued
by Primal in connection with the transactions contemplated by Purchase Agreement
II, (i) the Registration Rights Agreement, dated as of March 31, 2006 (the
“Registration Rights
Agreement II”), among Primal and the Senior Lenders, named therein, and
(j) any and all UCC financing statements, ancillary agreements or other
documents entered into pursuant to any of the foregoing as well as any similar
documents relating to financing transactions among Primal and/or Wireless
Billing Systems, on one hand, and the Senior Lenders, on the other hand,
(collectively with the agreements and instruments referenced above, the “Transaction
Documents”).  The addressees referenced above are hereinafter
collectively referred to as “SSF”.


    
      
        
                                                                      


        

         


      

      
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    Primal
and WBS are contemplating a proposed transaction (the “Proposed
Transaction”) pursuant to which, among other things, Primal and WBS would
convey substantially all of their assets, consisting primarily of all of their
respective rights to the Software (as defined in the Deal Documents referred to
below), their rights and obligations under certain customer contracts, and
certain other tangible and intangible assets, to BillWise, Inc., a California
corporation founded by two of Primal’s executive officers (“Billwise”).  The
terms of the proposed transaction are set forth in a proposed Asset Purchase
Agreement (the “APA”) and a related
License Agreement (the “License Agreement”)
each to be effective as of January 1, 2009 (collectively, the “Deal Documents”),
copies of the most recent versions of which are attached hereto as Exhibit
A.

    


    Upon
consummation of the Proposed Transaction, Primal intends to effect the orderly
winding up of its and WBS’s businesses (the “Wind-Up”) by
consummating the following transactions:

    


    (a)           Effecting
as promptly as practicable the remaining transactions specified under the
heading “Revised Buyout deal points & actions” in the presentation, dated
December 12, 2008, previously provided to SSF, except to the extent expressly
modified by the terms of the Deal Documents (as so modified, the “Wind-Down
Transactions”);

    


    (b)           Paying
to SSF no later than February 28, 2009 (the “Payment Date”) an
aggregate amount of no less than $518,913, representing a partial repayment of
$498,079 in principal on the Notes and the payment of $20,833; of accrued
interest on the Notes (the “Interim Payment”);
and

    


    (c)           Assigning
to SSF effective as of the closing of the Proposed Transaction all of Primal and
WBS’s right, title and interest in and to the royalty payments to be made by
Billwise pursuant to Section 2.2 of the APA (the “Royalty”) by
executing and delivering to SSF upon the execution and delivery of this letter
agreement an assignment in substantially the form of Exhibit B attached
hereto (the “Royalty
Assignment”).

    


    In
consideration of the Interim Payment and the Royalty Assignment, by executing
and delivering a counterpart hereof as provided below, SSF (including in its
capacities as a secured lender, contract holder, and stockholder of Primal)
hereby consents, acquiesces and agrees as follows:

    


    (a)           to
the execution, delivery, and performance of the Deal Documents in the form
attached hereto by Primal and WBS, the consummation of the Proposed Transaction
in accordance with the terms of the Deal Documents, and the performance of the
Wind-Down Transactions;

    


    (b)           to
waive, effective as of the consummation of the Proposed Transaction, any default
or “event of default” that may result from the Proposed Transaction or the
Wind-Down Transactions only so long as Primal and WBS have fully performed their
obligations hereunder; and

    


    (c)           effective
as of the closing of the Proposed Transaction to release, by authorizing the
delivery and filing of two termination statements on Form UCC-3 in the forms
attached hereto as Exhibit C, any lien,
security interest or other encumbrance SSF


    
      
        
                                                                 


        

         


      

      
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    may have
whether under the Transaction Documents or otherwise existing or hereafter
arising in the assets to be conveyed to Billwise pursuant to the Deal Documents,
as well as six computers, monitors, and printers expected to be conveyed to
employees in connection with their separation from Primal pursuant to the
Wind-Down Transactions;

    


    (d)           SSF
agrees that (i) the indefeasible payment in full of the Interim Payment to SSF,
(ii) the execution and delivery to SSF of the Royalty Assignment as contemplated
hereby, and (iii) the full, complete and indefeasible payment and performance by
Billwise of its obligations to SSF under the APA and the Royalty Assignment
shall collectively constitute payment in full of all amounts outstanding under
the Notes, including all principal and accrued interest payable
thereon.  Upon the latest of (i) the indefeasible receipt by SSF of
the Interim Payment, (ii) the receipt by SSF of a fully executed counterpart of
the Royalty Assignment, and (iii) the full, complete and indefeasible payment
and performance by Billwise of its obligations to SSF under the APA and the
Royalty Assignment (which, in any event, shall not be deemed to have occurred
prior to the end of the Royalty Period (as defined in the APA)) (the latest of
such dates, the “Satisfaction Date”),
SSF hereby authorizes Primal, at its sole expense, to deliver and file one or
more termination statements on Form UCC-3 or to take such other action as Primal
may deem necessary or advisable to evidence the payment in full of the Notes as
of the Satisfaction Date and the release as of the Satisfaction Date of any
lien, security interest or other encumbrance SSF may have in the remaining
assets of Primal and/or WBS, whether under the Transaction Documents, otherwise
existing or hereafter arising.  Promptly following the Satisfaction
Date, at Primal’s request, SSF shall mark “paid in full” on the Notes and return
the canceled originally executed Notes to Primal; and

    


    (e)           SSF
agrees (i) to the sale, liquidation, or other disposal of the remaining
assets of Primal and WBS, (ii) any member of the Board of Directors of Primal
(the “Board”)
or any officer or other authorized person be, and each of them acting alone
hereby is, authorized and empowered (i) to do all such acts and things, (ii) to
negotiate, execute, deliver and file, on behalf of and in the name of Primal,
agreements, certificates, instruments and other documents, (iii) to make such
changes to any of the foregoing (but excluding making any changes to the Deal
Documents or the Royalty Assignment without the prior consent of SSF), and (iv)
to pay such fees and expenses, in each case as may be necessary or desirable in
order to carry out and comply with the terms and provisions of the
foregoing.

    


               Primal
and WBS acknowledge and agree that the consents and waivers contained herein are
expressly conditioned upon and subject to consummation of the Proposed
Transaction in accordance with the terms of the Deal Documents attached hereto
and the performance by Primal and WBS of their obligations hereunder, including
the timely payment when due of the Interim Payment and the timely delivery of
the Royalty Assignment.  Primal and WBS further acknowledge and agree
that (i) the failure of Primal and/or WBS to perform their obligations hereunder
when due and (ii) the failure of Billwise to indefeasibly pay and perform when
due its obligations to SSF under the APA and the Royalty Assignment shall
constitute additional “Events of Default” under the Notes which shall entitle
SSF to exercise all of its rights and remedies thereunder and under the other
Transaction Documents.


    
      
        
                                                                   


        

         


      

      
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    Except as
otherwise expressly modified hereby, the Transaction Documents shall remain in
full force and effect.

    


    This
letter agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.  This letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts to be performed in such state.

    


    


    [Signature
Page Follows]

     

     

    
      
        
        

      

      
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    If the
above accurately reflects our agreement, please execute a counterpart of this
letter agreement in the space provided below and return it to
Primal.

    


    


    Very
truly yours,

    


    PRIMAL
SOLUTIONS, INC.

    


    


    By:  /s/ John E.
Rehfeld                                          


    Name:  John
E. Rehfeld

    Its:           Authorized
Person

    


    WIRELESS
BILLING SYSTEMS

    


    


    By: 
/s/ John E.
Reheld                                             


    Name:  John
E. Rehfeld

    Its:           Authorized
Person

    



    
      
        
                                              


        

         


      

      
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    ACCEPTED
AND AGREED

    this 15th
day of January 2009:

    


    


    SPECIAL
SITUATIONS FUND III QP, L.P.

    SPECIAL
SITUATIONS FUND III, L.P.

    SPECIAL
SITUATIONS PRIVATE EQUITY FUND, L.P.

    SPECIAL
SITUATIONS TECHNOLOGY FUND, L.P.

    SPECIAL
SITUATIONS TECHNOLOGY FUND II, L.P.

    


    


    


    By:  /s/ David E.
Greenhouse                                    
                                                              

    Name: 
David E.
Greenhouse                                                                

    Title:  Authorized
Person

    



    
      
        
                                                             


        

         


      

      
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    Exhibit
A

    


    


    DEAL
DOCUMENTS

    


    (attached)

    



    
      
        
                                                                 


        

         


      

      
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      ASSET PURCHASE
AGREEMENT

       

      This
Asset Purchase Agreement (the “Agreement”) is entered
into effective as of January 1, 2009 (the “Effective Date”), by and among
Primal Solutions, Inc., a Delaware corporation (“Primal”), Wireless Billing
Systems, a California corporation (“WBS”; together with Primal,
“Sellers” and each is a
“Seller”) and BillWise,
Inc., a California corporation (“Purchaser”).  Purchaser,
on the one hand, and Sellers, on the other hand, shall hereinafter individually
be referred to as a “Party” and collectively be
referred to as the “Parties.”

       

      RECITALS

       

      WHEREAS,
Sellers are engaged in the business of providing innovative managed solutions
for turning data into revenue, including through its IPC platform which
captures, correlates, tracks, manages, monetizes, and analyzes clients’
communications transactions data (the “Business”); and

       

      WHEREAS,
Purchaser desires to purchase from Sellers, and Sellers desire to sell and
transfer to Purchaser, certain of Sellers’ assets necessary for operation of the
Business on the terms and subject to the conditions of this
Agreement.

       

      NOW,
THEREFORE, in consideration of the premises, and the representations,
warranties, covenants, and agreements contained in the Transaction Documents (as
hereinafter defined), and for such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

       

      ARTICLE
1

      PURCHASE
AND SALE OF ASSETS

      


      1. Purchase and Sale of
Assets

       

      1.1 Purchase and Sale of
Acquired Assets.  On the Closing Date but effective as of the
Effective Date, each Seller shall sell, transfer, deliver, convey and assign to
Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller,
upon the terms and conditions stated herein, all of such Seller’s right, title
and interest in and to the following:

       

      (a) All
hardware, third-party software licenses, documentation, third-party trademark
licenses, fixtures, furniture, equipment and other assets of such Seller, in
each case, which is necessary to satisfy such Seller’s obligations under the
Assumed Contracts, as identified on Schedule 1.1 attached
hereto (the “Transferred
Resources”), to the fullest extent transferable by such Seller to
Purchaser (or if not at all transferable, a mutually acceptable arrangement
shall be structured as provided in Section 8.4);

       

      (b) All
right, title, and interest of such Seller in and to the source code, object
code, schematics, design tools, and all associated documentation for all of such
Seller’s past or present software products (including but not limited to Connect
CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue
Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all
of such Seller’s software tools, subroutines, and other components, whether
completed or under development, all prior or unreleased versions thereof, and
all tangible embodiments (and all copies, extracts, or analyses thereof) in any
medium whatsoever, and all right, title, and interest of such Seller in and to
its copyrights, patents, trademarks, service marks, trade dress, and any
applications therefor (including U.S. patent application number 12055933), and
any related Intellectual Property Rights (as defined in Section 2.2) of such
Seller, and all rights under any and all contracts for 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
acquisition or development of any of the foregoing, including without limitation
assignments to such Seller, covenants to assign inventions to such Seller
(including without limitation those assignments contained in subcontractor
agreements), covenants to cooperate with such Seller’s obtaining protections of
intellectual property, other provisions for ownership by such Seller of a
work-for-hire, any and all confidentiality and non-disclosure agreements in
favor of a Seller and all agreements similar to the foregoing, in each case to
the fullest extent transferable by such Seller to Purchaser (or if not at all
transferable, a mutually acceptable arrangement shall be structured as provided
in Section 8.4) (collectively, the “Intellectual
Property”);

       

      (c) All
right, title, and interest (including rights to payment for customer services
which services were rendered on or following the Effective Date or for Software
(as hereinafter defined) for periods on or following the Effective Date) of such
Seller in and under the Assumed Contracts (as hereinafter defined) on and after
the Effective Date, including any successor agreements to the Assumed Contracts
which are entered into by such Seller with respect to the Business prior to the
Closing Date (the “Contract
Rights”);

       

      (d) Cash in
an amount, when all such payments made by Sellers are aggregated, equal to
Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52)
(“Prepaid Customer
Funds” and, together with the Transferred Resources, Intellectual
Property, and Contract Rights, the “Acquired Assets”), which
amount represents prepaid but undelivered maintenance obligations under the
Assumed Contracts with Bresnan (in an amount equal to $7,760); Hutchinson (in an
amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One
(in an amount equal to $43,081.52);

       

      (e) All
receivables and rights to payment arising with respect to customer services
provided on or after the Effective Date or Software for periods on or following
the Effective Date relating to any Acquired Assets;

       

      (f) Copies of
those books and records of such Seller directly related to the Acquired Assets,
including invoices, purchase orders, and vendor and customer correspondence;
and

       

      (g) All
goodwill and other intangible assets associated with the foregoing;

       

      in each
case wherever located, but specifically excluding those assets described in
Section 1.2.

       

      1.2 Excluded
Assets.  Notwithstanding any term herein to the contrary,
neither Seller is selling, assigning, transferring, or delivering to Purchaser,
and Purchaser is not purchasing, accepting, or acquiring from Sellers, any
assets other than those assets specifically set forth in Section 1.1
herein.  Specifically, the Acquired Assets exclude without
limitation:

       

      (a) any cash,
cash equivalents, or short-term investments of Sellers, except as specifically
set forth in Section 1.1(d);

       

      (b) any
rights of either Seller under this Agreement (or any other agreement between
Purchaser and a Seller entered into on or after the Effective
Date);

       

      (c) any
capital stock of either Seller or its subsidiaries;

       

      (d) all of
each Seller’s corporate minute books and related records (including its
Certificate or Articles of Incorporation, qualifications to conduct business as
a foreign corporation, arrangements with registered agents relating to foreign
qualifications, taxpayer and other 

       

      
        
          
          

        

        
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      identification
numbers, seals, stock transfer books, blank stock certificates, and other
documents relating to the organization, maintenance and existence of Seller as a
corporation);

       

      (e) all of
the intercompany loans and accounts receivable between Sellers;

       

      (f) any
receivable or payable of either Seller relating to state or federal taxes and
any rights of either Seller under any tax returns and related tax
records;

       

      (g) any other
receivable of either Seller, except to the extent (i) of receivables or
amounts due and unpaid which relate to customer services which services were
rendered on or after the Effective Date or Software for periods on or after the
Effective Date under the Assumed Contracts or Acquired Assets or (ii) as
expressly provided in Section 8.3(b);

       

      (h) any
corporate names of either Seller (for use as corporate names rather than in
trademarks or service marks) and Primal’s “Primal Solutions No IP Transaction
Left Behind” trademark (Serial No. 78729753), starburst design (Serial
No. 78729726), and “No IP Transaction Left Behind” trademark (Serial No.
78725977);

       

      (i) any
computer software used by either Seller in its accounting or general
administrative functions, software relating to commercially available software
developer licenses for various third-party products, and software licensed from
a third-party which is not transferable;

       

      (j) all
permits and governmental licenses of the Business (including but not limited to
Seller’s City of Irvine, California business permit; and its permit with the
Orange County Fire Authority);

       

      (k) all
personnel records and other records that either Seller is required by law to
retain in its possession;

       

      (l) all
insurance policies and rights thereunder; and

       

      (m) all
rights in connection with and assets of any employee benefit plans or programs
maintained for employees of either Seller.

       

      1.3 Free and Clear of All Liens
and Liabilities.  The Acquired Assets shall be free and clear
of all liens, liabilities, claims, and encumbrances, except as set forth on
Schedule 1.3
attached hereto.

       

      1.4 Delivery of Acquired
Assets.  At the Closing, but effective as of the Effective
Date, Purchaser shall take physical possession of the Acquired Assets at
Sellers’ principal place of business in Irvine, California.

       

      ARTICLE
2

      PURCHASE
PRICE

       

      2. Purchase
Price.

       

      2.1 Satisfaction of
Obligations.  The consideration for this Agreement and the
transactions contemplated hereby is (a) Purchaser’s execution, delivery,
and full satisfaction of the License Agreement, (b) Purchaser’s full
satisfaction of (i) the Assumed Liabilities, (ii) any indemnification
obligations arising hereunder, and (iii) each of its other obligation
hereunder, and (c) payment of Royalties in accordance with Section 2.2,
below (collectively, the “Purchase Price”).

       

      
        
          
          

        

        
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      2.2 Royalties.

       

      (a) Royalties.  Provided
that the Closing occurs, for a period of three (3) years beginning on the
Effective Date (“Royalty
Period”), Purchaser shall pay to Sellers, without offset or deduction of
any kind or manner whatsoever, royalties equal to four percent (4%) of Net
License Sales (“Royalties”).  If a
Product is sold in combination with one or more other products that are not
Products, the portion of the license revenue attributable to the Product will be
deemed to be a reasonable portion of the license revenue received for the
combination of the products.  Further, to the extent that such
products are invoiced as separate line items, Purchaser shall ensure that the
stated prices for such Products are reasonable.

       

      (b) Payment
Terms.  Within sixty (60) days after the end of each quarter
during the Royalty Period, Purchaser shall provide a statement setting forth the
gross revenues, Net License Sales, and other information reasonably requested by
Sellers, and the corresponding Royalties.  All Royalties payable to
Sellers will be paid by Purchaser to Sellers concurrently with each such
statement.  Outstanding amounts not paid when due will accrue interest
at the lower of one and one-half percent (11⁄2%) per month or the highest monthly
rate allowed by applicable law.  The obligation to pay and the payment
of any such interest will not operate to extend any payment due date, and
Sellers waive no rights by accepting late payment with interest.

       

      (c) Taxes.  Purchaser
shall pay, or upon receipt of an invoice from Sellers, shall reimburse Sellers
for, all Taxes imposed on Purchaser, or required to be collected by Sellers,
imposed on the transactions contemplated by this Section 2.2; provided, however,
that Purchaser shall not be responsible for any Taxes based on Sellers’ net
income.

       

      (d) Records and
Audit.  Purchaser agrees to maintain and keep accurate books of
account and records in connection with Royalties payable to Sellers under this
Section 2.2 (including, without limitation, true and correct copies of relevant
agreements).  Sellers shall have the right, upon reasonable notice,
during normal business hours, subject to reasonable confidentiality
requirements, and in a manner not unreasonably disruptive to Purchaser’s
operations, to engage an independent auditor to examine and otherwise audit said
books of account, records and all other documents and materials in the
possession or under the control of Purchaser for purposes of verifying the
Royalties payable to Sellers under this Section 2.2.  Purchaser shall
maintain and keep all such books of accounts and records available for at least
three (3) years after the year in which the applicable Royalties are
due.  All costs and expenses incurred in performing any such audit
will be paid by Sellers unless the audit discloses at least a five percent (5%)
shortfall in the amounts paid to Sellers, in which case Purchaser will bear the
full cost of the audit.

       

      (e) Confidentiality of
Software.  At all times after the Effective Date, Sellers shall
comply with the confidentiality provisions of the License Agreement (as
hereinafter defined) to maintain the confidentiality of the
Software.

       

      (f) Definitions.  For
purposes of this Section 2.2, the following terms shall have the meanings set
forth below:

       

      (i)           “Affiliate” means, with
respect to an entity, any other entity that controls, is controlled by, or is
under common control with such entity.  For the purposes of this
Agreement, the term “control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of any
such person whether through the ownership of voting securities, by contract, or
otherwise.

       

      
        
          
          

        

        
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      (ii)           “Derivative Works” means any
modifications, additions, or extensions made by Purchaser to the Software and
any other works whatsoever based on or containing any portion of the
Software.

       

      (iii)           “Intellectual Property Rights”
means any and all of the following (by whatever name or term known or
designated) now known or hereafter existing anywhere in the
world:  (i) rights associated with works of authorship,
including, without limitation, all exclusive exploitation rights, copyrights,
moral rights, and mask work rights; (ii) trade secret rights and other
confidential or proprietary information; (iii) patents (including, without
limitation, reissues, divisions, reexaminations, extensions, provisionals,
continuations, and continuations-in-part thereof), designs, and other industrial
property rights; (iv) source code, object code, formulas, ideas, concepts,
mask works, methods, know-how, processes, devices, and the like, whether or not
any of the foregoing are subject to protection under law; (v) all
registrations, applications, renewals, extensions, continuations, divisions,
reissues, and the like; and (vi) all other intellectual property and
proprietary rights of every kind and nature whether arising by operation of law,
contract, license, or otherwise, including trademark, service mark, trade dress,
and other marks based on designation of source or origin.

       

      (iv)           “Net License Sales” mean all
revenues received by Purchaser (or any of its Affiliates) from the Assumed
Contracts (including the license portion of fees collected from Brighthouse
Networks in 2009) and any new agreements (or amendments to existing agreements)
with third parties (including existing customers and resellers) with respect to
any Products, net of third-party costs as follows: (A) amounts expended, repaid
or credited by reasons of defects or returns; (B) commissions paid to resellers;
and (C) sales and other taxes or similar amounts paid to a governmental entity
(other than Sellers’ income taxes).  Net License Sales shall not
include any of the following:  (I) license revenues solely from sales
of software products or modules that are not Products, (II) services revenues,
and (III) maintenance revenues; provided, however, that in negotiating and
entering into contracts with customers, Purchaser will reasonably allocate
revenues between Products and those items for which Purchaser has no obligation
to pay Royalties.  Purchaser shall pay Royalties on revenues that are
substantively license revenues from Products, irrespective of how such revenues
are characterized in any customer contract.

       

      (v)           “Products” means present and
future versions of the Software and all Derivative Works.

       

      (vi)           “Software” means all of
Sellers’ software products immediately prior to the Effective Date (including
Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard,
Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P)
as further described in Schedule 2.2 attached
hereto, including all associated source code, object code, documentation, and
related Intellectual Property Rights.

       

      (vii)           “Tax” means foreign, federal,
state, provincial, local (including, without limitation, sales, use, excise,
value-added, and goods-and-services taxes) and all other taxes, fees, levies,
and the like, however designated.

       

      (g) Consent to
Assignment.  Purchaser hereby acknowledges that Sellers have
assigned to certain creditors of Sellers (the “SSF Entities”) all of Sellers’
respective rights in and to (i) all Royalties, (ii) reimbursement and
payment of all other sums described in this Section 2.2, (iii) preserve,
protect and enforce the payment and reimbursement obligations under this Section
2.2, and (iv) all indemnification rights under Article 12 of this Agreement to
the extent pertaining to any of the foregoing (the “SSF Assignment”) in part in
consideration of the SSF Entities’ consent to the 

       

      
        
          
          

        

        
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      transactions
contemplated hereby and a waiver of their rights in the Acquired
Assets.  Purchaser hereby expressly consents to such assignment,
agrees to pay the Royalties to the SSF Entities or as the SSF Entities may
direct, without offset or deduction of any kind or manner whatsoever, and
confirms that the SSF Entities shall have the sole and exclusive right, in their
own name, to enforce the provisions of this Section 2.2 directly against
Purchaser.

       

      2.3 Allocation of Purchase
Price.  The Parties agree to allocate the Purchase Price among
the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code
of 1986, as amended, and to cooperate in the preparation of Internal Revenue
Service Form 8594 (and any similar required state or local tax
forms).

       

      ARTICLE
3

      ASSUMPTION
OF SPECIFIED LIABILITIES

       

      3. Assumption of Specified
Liabilities.

       

      3.1 No Assumption of Liabilities
Unless Expressly Assumed.  Except as specifically provided in
Section 3.2 below, Purchaser does not assume and shall not have any duty or
obligation with respect to any liability, duty, contract, agreement, or
obligation of either Seller, whether by the terms of this Agreement, by
operation of law, or otherwise, whether or not associated with the Business or
any of the Acquired Assets.  The Assumed Liabilities shall not include
the Retained Liabilities.  The Retained Liabilities shall remain the
sole responsibility of and shall be retained, paid, performed, and discharged
solely by Sellers.  “Retained
Liabilities” means every liability and obligation of Sellers other than
the Assumed Liabilities and Purchaser’s liabilities and obligations arising
hereunder, and such term includes, without limitation:

       

      (a) Any
liability for taxes, including (i) any taxes arising as a result of Sellers’
operation of the Business or ownership of the Acquired Assets prior to the
Effective Date, and (ii) any taxes that will arise as a result of the sale of
the Acquired Assets pursuant to this Agreement (except as provided in Section
14.2);

       

      (b) Any
liability or obligation of either Seller under this Agreement or the other
Transaction Documents;

       

      (c) Any
liability or obligation of either Seller relating to any Excluded Asset or any
contract or agreement not assumed by Purchaser under Section 3.2;

       

      (d) Any
liability or obligation arising out of or relating to services provided by
Sellers prior to the Effective Date (including any warranty claims relating
thereto) other than to the extent assumed under Section 3.2;

       

      (e) Any
liability or obligation under any Assumed Contract that arises on or after the
Effective Date but that arises out of or relates to any breach, nonperformance
or other event or circumstance that occurred prior to the Effective
Date;

       

      (f) Any
liability or obligation arising under any Seller employee benefit plan or any
employment, severance, retention, or termination agreement with any employee of
either Seller or relating to payroll, vacation, sick leave, workers’
compensation, unemployment benefits, employee stock option or profit-sharing
plans, health care plans or benefits or any other employee plan or benefit of
any kind for either Seller’s employees or former employees or both;

       

      
        
          
          

        

        
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      (g) Any
liability arising out of or relating to any employee grievance relating to such
employee’s employment with either Seller whether or not the affected employees
are hired by Purchaser;

       

      (h) Any
liability arising out of or related to Primal’s termination of its real estate
lease or possession of real property; and

       

      (i) Any
liability or obligation related to any indebtedness or payable of Seller other
than as specifically assumed by Purchaser pursuant to Section 3.2.

       

      3.2 Specification of Liabilities
Assumed.  On and subject to the terms and conditions of this
Agreement, Purchaser agrees to assume and become responsible for all of the
Assumed Liabilities on the Closing Date but effective as of the Effective
Date.  “Assumed
Liabilities” means the following liabilities and obligations of
Sellers:

       

      (a) All
existing and future liabilities and obligations of Sellers under the Assumed
Contracts (as defined on Schedule 3.2 attached
hereto), including without limitation all liabilities and obligations arising on
or after the Effective Date (but excluding any liability or obligation arising
out of or relating to a breach of any Assumed Contract that occurred or, with
the giving of notice or lapse of time, or both, would have occurred prior to the
Effective Date);

       

      (b) All
liabilities and obligations of Sellers arising out of, relating to, or in
connection with its prepaid but undelivered maintenance obligations due for
periods after the Effective Date under the Assumed Contracts with Bresnan,
Hutchinson, and Westel, it being understood and agreed that the fees for such
services have already been paid by such customers to either or both Sellers and
Sellers are transferring the fees to Purchaser as the Prepaid Customer
Funds;

       

      (c) All
liabilities resulting from the ownership, use, operation or maintenance of the
Acquired Assets by Purchaser, or the conduct of the Business by Purchaser,
arising on or after the Effective Date, except to the extent otherwise provided
for under this Agreement; and

       

      (d) All
liabilities and obligations arising on or after the Effective Date in connection
with the Transferred Resources, other than office rent, utilities, and other
normal recurring costs and expenses incurred to March 31, 2009 in connection
with Sellers’ providing any of the Transferred Resources in accordance with this
Agreement.

       

      ARTICLE
4

      CLOSING
DATE

       

      4. Closing
Date.

       

      4.1 Closing
Date.  Provided that all conditions precedent set forth in this
Agreement have been satisfied or waived, the closing of the transactions
contemplated hereby (the “Closing”) shall occur on
January 15, 2009 (the “Closing
Date”) or such other date mutually agreed upon by the
Parties.  The Closing shall be held on the Closing Date at 10:00 a.m.
PST at the offices of Bryan Cave LLP, located at 3161 Michelson Drive, Suite
1500, Irvine, California 92612, unless another time or place is mutually agreed
upon by the Parties.

       

      4.2 Date of
Transfer.  Provided that the Closing occurs, it is the intent
of the Parties that the Acquired Assets be transferred to Purchaser effective as
of 12:00:01 a.m. on the Effective Date.  Further, 

       

      
        
          
          

        

        
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        the
Assumed Liabilities shall be transferred to and assumed by Purchaser effective
as of 12:00:01 a.m. on the Effective Date.

      

       

      ARTICLE
5

      REPRESENTATIONS
AND WARRANTIES OF SELLERS

       

      5. Representations and
Warranties of Sellers.  As a material inducement to Purchaser
to enter into this Agreement, each Seller jointly and severally makes the
following representations and warranties to Purchaser, each of which such Seller
represents to be true and correct as of the Effective Date (unless otherwise
stated) and will be true and complete as of the Closing Date (as though
made then and as though the Closing Date were substituted for the Effective Date
throughout this Article 5), except as set forth in the disclosure schedules
accompanying this Agreement (the “Disclosure
Schedules”).  The Disclosure Schedules shall be arranged in
paragraphs corresponding to the numbered paragraphs contained in this Article 5,
and the disclosure in any paragraph shall qualify other paragraphs in this
Article 5 to the extent that it is reasonably apparent from a reading of such
disclosure that it also qualifies or applies to such other
paragraphs.

       

      5.1 Organization and
Qualification.  Primal is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, with all
necessary corporate power and authority to own or use its property that it now
owns or uses in connection with Primal’s Business as it is now being
conducted.

       

      5.2 Authorization and
Validity.  Each Seller has the requisite power and is (or shall
be as of the Closing) duly authorized to execute, deliver and perform the terms
of this Agreement and to execute, deliver and perform its obligations under the
documents required at the Closing pursuant to Article 11 and any other
documents executed and/or delivered in connection herewith or therewith,
including without limitation any exhibits or schedules hereto or thereto
(collectively, the “Transaction
Documents”).  This Agreement and the other Transaction
Documents to which each Seller is a party are, or will be upon execution, legal,
valid and binding obligations of such Seller, duly enforceable against such
Seller according to their respective terms, except as such enforcement may be
limited by the application of bankruptcy, insolvency, reorganization, moratorium
and other laws affecting creditors’ rights generally and as such enforcement may
be limited by the availability of specific performance and the application of
equitable principles, regardless of whether enforcement is sought in a
proceeding at law or in equity.

       

      5.3 Title to
Trademarks.  Primal owns and possesses good title to the
following trademarks:  Connect CCB (Serial No. 76089883); Out Front
(Serial No. 75694432); Primal Access IM (Serial No. 76037945); Primal Connect
CCB (Serial No. 76088999); KPIPAK (Serial No. 78638828); and Primal (Serial No.
75694434).  WBS owns and possesses good title to the following
trademarks:  Creditwatch  (Serial Nos. 74358508 and
74358507).  Sellers have complied, in all material respects, with all
currently outstanding source license requirements.  Sellers have not
assigned, transferred, or conveyed any of their respective rights in and to any
of the Intellectual Property, except in favor of Purchaser under this Agreement
and except as set forth on Section 5.3(a) of the
Disclosure Schedules.  Sellers have not assigned, transferred,
conveyed or encumbered, or suffered any encumbrance of their respective rights
in and to any of the Acquired Assets (other than the Intellectual Property)
except in favor of Purchaser under this Agreement and except as set forth on
Section 5.3(b) of the
Disclosure Schedules.

       

      5.4 Approval by Special
Committee of the Board and Shareholders. A special committee of Primal’s
Board of Directors, the holders of at least a majority of Primal’s voting stock,
and the holders of at least a majority of WBS’ voting stock have (or, with
respect to such stockholders, prior to the Closing 

       

      
        
          
          

        

        
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      Date will
have) duly and validly authorized and approved the Transaction
Documents.  In its deliberations, the special committee has sought
advice of qualified experts, has carefully deliberated and has independently
arrived at its conclusions that the transactions contemplated in this Agreement
are fair and reasonable to the Sellers and their respective stakeholders and
that the consideration described in Section 2 constitutes full and fair value
for the Acquired Assets.

       

      5.5 Creditors.  To
Sellers’ current actual knowledge, no creditor of either Seller has claimed,
orally or in writing, that any default, breach or nonperformance has occurred or
shall occur on account of the anticipated purchase and sale of the Acquired
Assets.

       

      5.6 Disclaimer of Other
Representations and Warranties.  Except as expressly set forth
in this Article 5, neither Seller makes any representation or warranty, express
or implied, at law or in equity, in respect of any of its assets (including
without limitation the Acquired Assets), liabilities or operations (including
without limitation the Assumed Liabilities), with respect to the condition,
merchantability, suitability or fitness for a particular purpose, with respect
to its rights, title, and interest in and to any of its assets (including
without limitation the Acquired Assets), with respect to the accuracy or
completeness of any information regarding either Seller, the Business, Acquired
Assets or Assumed Liabilities, or with respect to the enforceability, validity,
legality or authorization of this Agreement, the other Transaction Documents,
and the transactions contemplated hereby and thereby, and any such other
representations or warranties are hereby expressly
disclaimed.  Purchaser hereby acknowledges that, except to the extent
specifically set forth in this Article 5, Purchaser is purchasing the Acquired
Assets on a “as-is, where-is” basis.  Without limiting the generality
of the foregoing, neither Seller makes any representation or warranty regarding
any assets other than the Acquired Assets or any liabilities other than the
Assumed Liabilities, and none shall be implied at law or in equity.

       

      ARTICLE
6

      REPRESENTATIONS
AND WARRANTIES OF PURCHASER

       

      6. Representations and
Warranties of Purchaser.  As a material inducement to Sellers
to enter into this Agreement, Purchaser makes the following representations and
warranties to Sellers, each of which Purchaser represents to be true and correct
as of the Effective Date (unless otherwise stated) and will be true and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the Effective Date throughout this Article
6):

       

      6.1 Organization.  Purchaser
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of California, with all necessary corporate power and
authority to own or use its property that it now owns or uses and to carry on
its business as it is now being conducted.

       

      6.2 Authorization and
Validity.  Purchaser has the requisite power and is duly
authorized to execute, deliver and perform the terms of this Agreement and to
execute, deliver and perform its obligations under the Transaction
Documents.  This Agreement and the other Transaction Documents are, or
will be upon execution, legal, valid and binding obligations of Purchaser, duly
enforceable against Purchaser according to their respective terms, except as
such enforcement may be limited by the application of bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors’ rights generally
and as such enforcement may be limited by the availability of specific
performance and the application of equitable principles, regardless of whether
enforcement is sought in a proceeding at law or in equity.

       

      6.3 Purchaser’s Due
Diligence.  Purchaser represents, warrants, covenants and
agrees that (a) certain founders and officers of Purchaser were, through
and including the Closing Date, long-standing executive officers of Sellers who
had access to and were intimately familiar with financial and 

       

      
        
          
          

        

        
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      other
material information regarding Sellers; (b) therefore, Purchaser has
(i) a preexisting personal or business relationship with the Company or one
or more of its officers, directors, or control persons and (ii) by reason
of the business or financial experience of Purchaser’s founders, officers, and
advisors who are unaffiliated with and who are not compensated, directly or
indirectly, by either Seller, Purchaser is capable of evaluating the risks and
merits of this investment and of protecting Purchaser’s own interests in
connection with the Transaction Documents; (c) Purchaser has received and
reviewed all information that Purchaser considers necessary or appropriate for
deciding whether to execute, deliver, and perform the Transaction Documents and
the transactions contemplated thereby; and (d) Purchaser has had an opportunity
to ask questions and receive answers from Sellers and their respective officers
and employees regarding the Business, financial affairs and other aspects of
Seller and has further had the opportunity to obtain any information (to the
extent either Seller possesses or can acquire such information without
unreasonable effort or expense) which Purchaser deems necessary to evaluate the
Transaction Documents and the transactions contemplated thereby and to verify
the accuracy of the representations, warranties, covenants, and agreements set
forth in the Transaction Documents and of information otherwise provided to
Purchaser.

       

      6.4 Adequate
Capitalization.  Purchaser represents, warrants, and agrees
that it is willing and able (financially and otherwise) to, and hereby does,
assume all of the Assumed Liabilities.  Purchaser further represents,
warrants, and agrees that it has the financial means to satisfy all obligations
reasonably and ordinarily relating to the Acquired Assets and Assumed
Liabilities and to fully and timely satisfy its obligations under the
Transaction Documents, and that, as of the Effective Date and also immediately
after giving effect to the transactions contemplated by the Transaction
Documents (the “Contemplated
Transactions”), Purchaser, to its actual knowledge, shall have adequate
capital resources to carry on its businesses.

       

      ARTICLE
7

      PRE-CLOSING
COVENANTS

       

      7. Pre-Closing
Covenants.  The Parties agree as follows with respect to the
period between the Effective Date and the Closing.

       

      7.1 General.  Each
of the Parties will use its commercially reasonable efforts to take all actions
and to do all things necessary, proper, or advisable in order to consummate and
make effective the Contemplated Transactions (including satisfaction, but not
waiver, of the Closing conditions set forth in Articles 9 and 10,
below).

       

      7.2 Full
Access.  Sellers
will permit representatives of Purchaser (including legal counsel and
accountants) to have full access at all reasonable times, and in a manner so as
not to interfere with the normal business operations of Sellers, to all
premises, properties, personnel, books, records (including tax records),
contracts, and documents of or pertaining to the Acquired Assets and Assumed
Liabilities.  Purchaser will treat and hold as such any Confidential
Information it receives from either Seller in the course of the reviews
contemplated by this Section 7.2,
will not use any of the Confidential Information except in connection with this
Agreement, and, if this Agreement is terminated for any reason whatsoever, will
return to Sellers all tangible embodiments (and all copies) of the Confidential
Information that are in its possession.  Restrictions on use or
disclosure by Purchaser of such Confidential Information shall terminate on and
as of the Closing Date.  “Confidential Information” means all
information regarding a Party’s business or affairs, including, without
limitation, the Software, business concepts, processes, methods, systems,
know-how, devices, formulas, product specifications, marketing methods, prices,
customer lists, methods of operation, or other information, whether in oral,
written, or electronic form, that is either designated as confidential or that
is disclosed under circumstances such that a reasonable person would know it is
confidential.  The following information will not be deemed
Confidential Information:  (i) information that is or becomes publicly
available

       

      
        
          
          

        

        
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      through
no fault of the Party obligated to keep it confidential; (ii) information with
regard to the other Party that was rightfully known by a Party prior to
commencement of discussions regarding the subject matter of the Agreement; (iii)
information that was independently developed by a Party without use of the
Confidential Information; and (iv) information rightfully disclosed to a Party
by a third party without continuing restrictions on its use or
disclosure.

       

      7.3 Notice of
Developments.  Sellers
may elect at any time to notify Purchaser of any development causing a breach of
any of the representations and warranties in Article 5
above.  Unless Purchaser has the right to terminate this Agreement
pursuant to Section 13.1(b)
below by reason of the development and exercises that right within the period of
ten (10) business days referred to in Section 13.1(b)
below, the written notice pursuant to this Section 7.3 will
be deemed to have amended the Disclosure Schedule, to have qualified the
representations and warranties contained in Article 5 above, and
to have cured any misrepresentation or breach of warranty that otherwise might
have existed hereunder by reason of the development.

       

      7.4 Employees; Indemnification;
Directors’ and Officers’ Insurance.  Prior
to the Closing, Purchaser shall offer employment to those employees of either
Seller listed on Schedule 7.4 attached
hereto, effective upon the Closing and Purchaser shall not restrict or withdraw
any such offer of employment on or prior to the Closing.  Such
employment for all such employees other than Joseph Simrell and Bob Richardson
shall be at not less than each employee’s respective monthly salary as in effect
in connection with his/her employment with either Seller on the Closing
Date.  To the extent the persons listed on Schedule 7.4 attached
hereto become employees of Purchaser effective upon the Closing (the “Transferred Employees”), the
Parties agree that all of Sellers’ obligations with respect to such persons
shall terminate effective as of the Closing, subject to payment by Sellers of
all compensation of such employees accrued up to and including the Closing Date
which remains unpaid thereat (e.g., accrued but unpaid salary, incentive
compensation, and expense reimbursements and accrued but unused
vacation).  Each Seller also agrees that (a) such Seller remains
responsible for (i) all currently existing contractual indemnification
obligations of such Seller in favor of Joseph Simrell and Bob Richardson and
(ii) all statutory indemnification obligations which exist under applicable
law for Joseph Simrell, Bob Richardson, and all other Transferred Employees, in
each case relating to, arising out of, or in connection with acts or omissions
by such persons prior to the Closing Date and while a director or employee of
such Seller and (b) such Seller shall use commercially reasonable efforts
to maintain tail directors’ and officers’ liability insurance coverage in effect
for a reasonable period following the Closing Date as reasonably determined by
such Seller.

       

      ARTICLE
8

      POST-CLOSING
COVENANTS

       

      8. Covenants of the
Parties.

       

      8.1 Taxes.  Except
as otherwise specifically provided in Section 14.2, all taxes incurred by each
respective Party shall be payable only by that Party; provided that Sellers
shall include the income of the Business (including income relating to services
or Software provided by Sellers under the Assumed Contracts or relating to the
Acquired Assets prior to the Effective Date) on their income tax returns, and
Purchaser shall include the income of its business (including income relating to
services or Software provided by Purchaser under Assumed Contracts or relating
to the Acquired Assets on or after the Effective Date) on its income tax
returns, except to the extent such income is remitted to the other Party
pursuant to the terms of this Agreement.  Purchaser and Sellers shall
each be responsible for their own tax liabilities, if any, for payments received
and retained by it.  If revenues are received by one Party and then
remitted to the other Party in accordance with this Agreement, the Party
ultimately receiving and retaining the payment shall incur tax liability to the
extent of the amount of the payment it receives and retains.  If one
Party incurs an expense and the other reimburses the first Party in accordance
with this Agreement, the reimbursing Party shall be entitled to any tax
deduction for the expense.  The Parties shall consult from time to
time and cooperate to appropriately account for the tax
liabilities.

       

       

      
        
          
          

        

        
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      8.2 Public
Announcements.  Following the Closing, Purchaser and Sellers
will make an announcement regarding the transaction contemplated by this
Agreement in a mutually agreed upon form; provided, however, that any
Party may make any public disclosure it believes in good faith is required by
applicable law or any listing or trading agreement concerning its
publicly-traded securities.  Notwithstanding the foregoing, no Party
will be prevented at any time from disclosing any information that is publicly
available, from furnishing any required information to any governmental body or
from complying with that Party’s legal obligations, provided that it gives
reasonable advance notice of such action to the other Party.

       

      8.3 Management
Services.

       

      (a) Purchaser
agrees to provide such management services to Sellers as Sellers may require to
assist Sellers to fulfill Sellers’ respective obligations, under the Retained
Liabilities and to exercise all of Sellers’ respective rights under their
respective Excluded Assets as Sellers may reasonably request from time to time
(the “Management
Services”), including (i) providing all Purchaser personnel and
services, and supervising and managing Sellers’ personnel, as is necessary to
satisfy all obligations and duties of Primal under that certain Transition
Agreement entered into as of October 24, 2008, by and between Time Warner Cable
Inc. and Primal, as such agreement may be amended from time to time (the “Time Warner Transition
Agreement”); and (ii) providing all Purchaser personnel and services
necessary for day-to-day operation of Sellers and conduct of their respective
wind-down activities through and including March 31, 2009.  Nothing in
this Section 8.3 shall be deemed or interpreted to mean that Purchaser has
assumed any Retained Liabilities in connection with its provision of the
Management Services.

       

      (b) As
consideration for Purchaser’s provision of the Management Services, Sellers,
jointly and severally hereby agree to pay Purchaser a management fee in the
aggregate amount of $277,790, payable in two
installments:  (i) the first installment of $138,895 shall be
paid by Sellers at the Closing by check or wire transfer of immediately
available funds, and (ii) the second installment of $138,895 shall be paid
by Sellers on or prior to the thirtieth (30th) day
following the Closing Date; provided, that in the event the term of the Time
Warner Transition Agreement is extended beyond February 28, 2009 and Management
Services relating to such extension are requested by Sellers and provided by
Purchaser, Sellers shall pay Purchaser an additional fee equal to one hundred
percent (100%) of all services revenue and seventy percent (70%) of all license
fees earned and received by Sellers after February 28, 2009 under such extension
promptly after receipt by Sellers of such services revenue and/or license fees
from Time Warner Cable Inc. under such extension.

       

      (c) The
Parties agree that, in connection with rendering the Management Services
pursuant to this Section 8.3, from and after the Closing Date through and
including March 31, 2009 (subject to earlier termination in the event Sellers no
longer have any right to occupy or use such office space), Purchaser shall be
entitled to use Sellers’ office space located at their principal place of
business as of the Effective Date and Sellers’ general office facilities and
equipment located thereat, in both cases without payment of any rent or
utilities charges relating to such use; provided that Purchaser shall comply
with Sellers’ workplace policies and procedures during such use.

       

      8.4 Further Consents to
Assignment.  To the extent that the assignment of any of the
Assumed Contracts or transfer of any Acquired Asset shall require the consent of
any other party, and the Closing shall occur notwithstanding the failure to have
obtained such consent prior to the Closing, this Agreement shall not constitute
a contract by either Seller to assign or transfer the same until such consent is
obtained.  Purchaser shall, at its own expense, use its commercially
reasonable efforts after the Effective Date to obtain any consent necessary to
such assignment, and Sellers shall fully cooperate with 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Purchaser
at Purchaser’s expense in connection therewith.  If any such consent
is not obtained, (a) this Agreement shall not constitute or be deemed to be a
contract to assign the same if an attempted assignment without such consent
would constitute a breach of such item or create in any party thereto the right
or power to cancel or terminate such contract or assert any right or control
over any Acquired Asset, and (b) Purchaser shall cooperate at its expense (and
Purchaser will promptly reimburse Sellers to the extent of any expenses incurred
by Sellers pursuant to such agreement) in any reasonable arrangement designed to
provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights
under such contract or Acquired Asset; provided that if no consent can be
obtained with respect to an Assumed Contract and/or an assignment of any Assumed
Contract cannot be made, in lieu of such assignment, (i) Purchaser shall
act as a subcontractor of Sellers in connection with such Assumed Contract,
shall provide all Software and services in connection with such Assumed
Contract, and shall indemnify Sellers for all services rendered as a
subcontractor and all risks, liabilities and obligations arising under such
Assumed Contract with respect to the services provided by Purchaser;
(ii) Sellers shall notify the customer with whom the Assumed Contract was
entered into that Purchaser is a subcontractor of Sellers for such Assumed
Contract; and (iii) Sellers shall promptly remit to Purchaser all payments
received from such customer relating to the services performed by Purchaser as
subcontractor under said Assumed Contract, less withholding by such Seller for
any applicable taxes.  Sellers and Purchaser hereby acknowledge and
agree that they believe that each of the Assumed Contracts requires the consent
of the Transferred Customer in order to be assigned to Purchaser.

       

      8.5 Assumed Obligations; Renewal
of Assumed Contracts.  Purchaser shall pay, perform and
discharge when due the Assumed Liabilities.  Purchaser hereby
covenants that it will take all commercially reasonable actions necessary or
advisable to fulfill all express obligations of Sellers under the Assumed
Contracts.  Purchaser further agrees that, in the event Trophy
Technologies, Inc., a Michigan corporation (hereinafter “Rural”) satisfies its
outstanding financial obligations under the Settlement Agreement and Mutual
General Release dated December __, 2007 entered into between Primal and Rural
and desires to implement a Master Software License Agreement with Purchaser
substantially in the form of Exhibit A attached to said settlement agreement,
Primal hereby assigns to Purchaser all of Primal’s rights to enter into such
Master Software License Agreement with Rural, and thereafter Purchaser shall use
all commercially reasonable efforts to fulfill all its obligations under said
agreement, and in such case Purchaser shall be entitled to all payments from
Rural under said Master Software License Agreement and any payment under said
settlement agreement.  Purchaser further agrees and covenants that,
when any Assumed Contract existing as of the Closing is proposed to be extended,
renewed, modified, assigned or otherwise transferred (including without
limitation entering into a new or successor agreement with Alcatel, Brighthouse,
and any other customer whose contract with either Seller is an Assumed
Contract), Purchaser shall use its commercially reasonable efforts to require
such customer or its assignee to enter into a new agreement with Purchaser to
which neither Seller is a party.

       

      8.6 Anti-Sandbagging.  Notwithstanding
anything to the contrary contained in this Agreement (including without
limitation Sellers’ failure to disclose any matter required to be disclosed on
any Disclosure Schedule hereto), Purchaser agrees that no representation or
warranty of either Seller in this Agreement or in any other Transaction Document
shall be deemed to be untrue or incorrect, and Sellers shall not be deemed to be
in breach thereof, if Joseph Simrell and/or Bob Richardson had knowledge on the
Effective Date or the Closing Date, as applicable, of any such undisclosed
matter or that any such representation or warranty was untrue or
incorrect.

       

      8.7 Upsell
Projects.  In the event that, between the Effective Date and
February 28, 2009, Purchaser (a) sells and performs any upsell project for any
Transferred Customer (as Transferred Customer is defined on Schedule 3.2 attached
hereto), (b) is engaged, or assists Seller to become engaged, for any other
project for Time Warner Cable Inc. other than under the Time Warner Transition


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Agreement
as it exists on the Closing Date, or (c) sells and performs any other customer
projects or services of Sellers which have not been commenced as of the
Effective Date or are continuing after the Effective Date, then in each such
case, Purchaser may request the assistance or services of any then-current
employee of either Seller in connection with such project; provided that
Purchaser shall pay such Seller $90.00 for each hour (pro-rated for a fraction
thereof) that an employee of such Seller provides such assistance or services,
as indicated on time-keeping records maintained by each such
employee.  Such Seller shall remit to Purchaser, promptly upon the
earlier of completion of any such project or February 28, 2009, an invoice for
such Seller-employee time, and Purchaser shall pay such invoice promptly upon
receipt by Purchaser of payment for such upsell project from the Transferred
Customer.  In addition, to the extent that either Seller receives
payment for any such project directly from the customer, such Seller shall remit
such amount to Purchaser, subject to offset for payment of amounts otherwise
payable by Purchaser in accordance with the previous sentence.

       

      8.8 Disclaimer.  Purchaser
hereby agrees that, following the Effective Date, Sellers shall have no
obligations to Purchaser or any third party relating to the subject matter
hereof except as expressly provided in this Agreement.  Purchaser
further agrees that neither Seller nor any of their respective subsidiaries,
affiliates, or representatives will have or be subject to any liability of
Purchaser or any other person or entity resulting from the distribution in any
form to Purchaser, or Purchaser’s use, of any information regarding either
Seller, the Business, the Acquired Assets, or Assumed Liabilities.  In
connection with Purchaser’s investigation of Sellers and the Business, Purchaser
may have received from or on behalf of Sellers certain estimates, projections,
forecasts and plans.  Purchaser acknowledges that there are
uncertainties inherent in attempting to make such estimates, projections,
forecasts and plans, that Purchaser is familiar with such uncertainties, that
Purchaser is taking full responsibility for making its own evaluation of the
adequacy and accuracy of all estimates, projections, forecasts and plans so
furnished to it (including the reasonableness of the assumptions underlying such
estimates, projections and forecasts), and that Purchaser shall have no claim
against Sellers with respect thereto.

       

      8.10 Purchaser
Insurance.  Purchaser hereby covenants and agrees that it will
maintain the types of insurance coverage in at least the amounts and at least at
the levels required to be maintained by Sellers under the Assumed Contracts in
the calendar year immediately preceding the Closing.

       

      8.11 Adequate
Capitalization.  Purchaser hereby covenants and agrees to use
commercially reasonable efforts to maintain working capital in an amount
sufficient to conduct its business and fulfill all of its obligations under this
Agreement and the other Transaction Documents.

       

      8.12 Continuing
Cooperation.  To the extent either Seller receives any payment
under the Assumed Contracts for (a) customer services provided by Purchaser
following the Effective Date, including any services provided by Purchaser in
2009 following the Effective Date relating to or in connection with LOEs
(consulting statements of work) entered into by such Seller in 2008 (all of
which are listed on Schedule 8.12
attached hereto or (b) Software for periods following the Effective Date, such
Seller will promptly remit such payment to Purchaser by check or wire transfer
of immediately available funds, subject to withholding by such Seller required
under law for any applicable taxes.

       

      ARTICLE
9

      CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF

      SELLER

       

      
        
          
          

        

        
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      9. Conditions Precedent to the
Obligations of Sellers.  The obligations of each Seller to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction, at or before the Closing, of all of the following conditions, each
of which shall be deemed independent, severable, and waivable in whole or in
part at the option of Sellers:

       

      9.1 Correctness of
Representations and Warranties.  All representations and
warranties of Purchaser in this Agreement and the other Transaction Documents
shall be true and accurate in all material respects at and as of the Closing
Date, except for representations and warranties that speak as of a specific date
or time (which need only be true and correct in all material respects as of such
date or time).

       

      9.2 Performance of
Obligations.  All of the covenants, agreements, and conditions
of Purchaser contained in the Transaction Documents and required to be
performed, complied with, or satisfied by it on or before the Closing shall have
been performed, complied with, or satisfied in all material respects through the
Closing, except to the extent that such covenants are qualified by the term
“material,” or contain terms such as “material adverse effect,” in which case
Purchaser shall have performed and complied with all of such covenants (as so
written, including the term “material” or “material”) in all respects through
the Closing.

       

      9.3 Delivery of
Instruments.  Sellers shall have received from Purchaser the
documents set forth in Section 11.2 as well as a certificate from Sellers’ Chief
Executive Officer in form and substance reasonably acceptable to
Sellers.

       

      9.4 Consents and
Approvals.  All approvals and consents required to be obtained
with respect to the transactions contemplated under the Transactions Documents
shall have been received.

       

      9.5 Approval of Sellers’
Stockholders.  Sellers shall have received the approval or
consent of their respective stockholders as required under applicable
law.

       

      9.6 Transferred Employee
Waivers.  Sellers shall have received from each of the
Transferred Employees a severance agreement and general release and waiver with
respect to any rights or claims each such employee may have against Sellers in
connection with his/her employment with either Seller (“Employee Waivers”), excluding
accrued but unpaid salary and incentive compensation and accrued but unused
vacation as of the Closing Date which will be paid on or prior to the Closing
Date by the Seller that is such employee’s employer and excluding any rights or
benefits that survive the Effective Date in accordance with the express terms of
Section 7.4.

       

      9.7 No
Litigation.  No action or proceeding shall be threatened or
pending against Purchaser that has resulted or is likely to result in a
judgment, decree, injunction, or order that would prevent or make unlawful the
consummation of the transactions under this Agreement.

       

      ARTICLE
10

      CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF PURCHASER

       

      10. Conditions Precedent to the
Obligations of Purchaser.  The obligations of Purchaser to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction, at or before the Closing, of all of the following conditions, each
of which shall be deemed independent, severable, and waivable in whole or in
part at the option of Purchaser:

       

      10.1 Correctness of
Representations and Warranties.  All representations and
warranties of Sellers contained in the Transaction Documents shall be true and
accurate in all material respects at and 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      as of the
Closing Date, except for representations and warranties that speak as of a
specific date or time (which need only be true and correct in all material
respects as of such date or time).

       

      10.2 Performance of
Obligations.  All of the covenants, agreements, and conditions
of Sellers contained in the Transaction Documents and required to be performed,
complied with, or satisfied by it on or before the Closing shall have been
performed, complied with, or satisfied in all material respects through the
Closing, except to the extent that such covenants are qualified by the term
“material,” or contain terms such as “material adverse effect,” in which case
Sellers shall have performed and complied with all of such covenants (as so
written, including the term “material” or “material”) in all respects through
the Closing.

       

      10.3 Delivery of
Instruments.  Purchaser shall have received from Sellers the
documents set forth in Sections 11.1(a) and 11.1(c).

       

      10.4 Consents and
Approvals.  All approvals and consents required to be obtained
with respect to the transactions contemplated under the Transaction Documents
shall have been received, including the approval or consent of SSF, as may be
required under any of their agreements with Sellers, and of any customer, as may
be required under the terms of any Assumed Contract.

       

      10.5 Approval of Sellers’
Stockholders.  Sellers shall have received the approval or
consent of their respective stockholders as required under applicable
law.

       

      10.6 No
Litigation.  No action or proceeding shall be threatened or
pending against either Seller that has resulted or is likely to result in a
judgment, decree, injunction, or order that would prevent or make unlawful the
consummation of the transactions under this Agreement.

       

      ARTICLE
11

      CLOSING
DELIVERIES

       

      11. Closing
Deliveries.

       

      11.1 Seller’s
Deliveries.  In connection with and at the time of the Closing,
each Seller shall deliver to Purchaser the following:

       

      (a) Deliverable
Documents.  The following, duly executed by such Seller, to the
extent such Seller is a party to such agreement:

       

      (i) This
Agreement;

       

      (ii) A
bill of sale relating to the Acquired Assets in form and substance reasonably
acceptable to the Parties;

       

      (iii) Any
and all documents necessary for valid, legal transfer of marketable title to any
titled Acquired Assets, including, but not limited to, equipment and fixtures
included in the Acquired Assets;

       

      (iv) An
assignment and assumption of the Assumed Contracts and Assumed Liabilities
executed by Sellers and Purchaser in form and substance reasonably acceptable to
the Parties;

       

      
        
          
          

        

        
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      (v) A
license agreement relating to Sellers’ use for the limited purpose of customer
support obligations during the contractual support period of the Software (the
“License Agreement”) in
form and substance reasonably acceptable to the Parties;

       

      (vi) Employee
Waivers signed by each of the Transferred Employees in form and substance
reasonably acceptable to the Parties;

       

      (vii) A
certificate of the Chief Executive Officer of Sellers in favor of Sellers in
form and substance reasonably acceptable to Sellers; and

       

      (vii) All
other instruments and documents required to consummate the transactions
contemplated by the Transaction Documents.

       

      (b) Acquired
Assets.  Full possession or control of each of the Acquired
Assets owned by such Seller, in the manner as set forth in this Agreement or in
such other manner reasonably acceptable to the Parties.

       

      (c) Corporate
Action.  Executed resolutions or a written consent of the
(i) board of directors of each Seller, (ii) holders of at least a
majority of the outstanding voting stock of each Seller, and (iii) special
committee of the board of directors of Primal, in each case, authorizing the
transactions contemplated hereby.

       

      11.2 Purchaser’s
Deliveries.  In connection with and at the time of the Closing,
Purchaser shall deliver to Sellers executed copies of each of the documents
listed in Section 11.1(a), to the extent that Purchaser is a party to such
document; and executed resolutions of the board of directors of Purchaser
authorizing the transactions contemplated hereby.  Purchaser shall
cause to be delivered to Sellers Employee Waivers signed by each of the
Transferred Employees in form and substance reasonably acceptable to the
Parties.

       

      ARTICLE
12

      SURVIVAL
AND INDEMNIFICATION; REMEDIES

       

      12. Survival and
Indemnification; Remedies.

       

      12.1 Survival of Representations,
Warranties, Covenants and Agreements.  All
of the representations and warranties of Sellers shall survive the Closing
hereunder (unless Purchaser knew or had reason to know of any misrepresentation
or breach of warranty at the time of Closing) and continue in full force and
effect for a period of one (1) year thereafter.  All of the
representations and warranties of Purchaser shall survive the Closing hereunder
(unless the members of the special committee of the board of directors of Primal
knew or had reason to know of any misrepresentation or breach of warranty at the
time of Closing) and continue in full force and effect for a period of one (1)
year thereafter.  The covenants and agreements of the Parties
contained in this Agreement shall, subject to the express terms thereof, survive
the Closing. 

       

      12.2 Indemnification Provisions
for Purchaser’s Benefit.

       

      (a) If the
Closing occurs, and provided that Purchaser makes a written claim for
indemnification against Sellers pursuant to Section 14.4 below within the
survival period (if there is an applicable survival period pursuant to
Section 12.1 above), which written claim must specify the factual basis of
the claim, the amount of such claim (if known) and the method of computation of
such claim, all with reasonable specificity, Sellers, jointly and severally,
shall indemnify and hold Purchaser harmless 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      against
all Adverse Consequences Purchaser has suffered or shall suffer relating to,
arising from, or in connection with: (a) the failure of either Seller to
perform its respective covenants, agreements, and obligations under this
Agreement or any other Transaction Document; (b) the breach of any
representation or warranty made by either Seller under this Agreement or any
other Transaction Document; (c) any liability or other obligation of either
Seller whatsoever, real or alleged, previously, currently, or hereafter arising,
not specifically assumed by Purchaser under Section 3.2 of this Agreement
or any other Transaction Document; (d) operation of the Business by Sellers
or Sellers’ ownership or use of the Acquired Assets prior to the Effective Date,
other than the Assumed Liabilities (for which Purchaser will be obligated
pursuant to the terms of this Agreement); (e) employment of the Transferred
Employees on or prior to the Closing Date; and (f) destruction, damage, or loss
of any physical property owned or leased by Purchaser resulting from Sellers’
negligence in their use or occupation of Sellers’ principal place of business as
provided herein; provided that in no event shall Sellers indemnify Purchaser for
any Adverse Consequences suffered by Purchaser arising out of, relating to or in
connection with any conflict or breach of, or consent required to be obtained
pursuant to, any other agreement or obligation of Sellers (including without
limitation the Assumed Contracts) arising out of, relating to, or occurring in
connection with this Agreement, any other Transaction Document, or the
transactions contemplated hereby or thereby.  For purposes of this
Agreement, “Adverse
Consequences” means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages (excluding, except as otherwise provided in
this Agreement, all incidental, consequential, special, enhanced and punitive
damages), dues, penalties, fines, costs (including costs of investigation and
defense, court costs and attorneys’ fees), amounts paid in settlement,
liabilities, obligations, taxes, liens, losses, expenses, and fees.

       

      (b) Sellers
shall not have any obligation to indemnify Purchaser from and against, and shall
have no liability with respect to, any Adverse Consequences caused by the breach
of any representation or warranty of Sellers unless and until the total amount
of Adverse Consequences suffered by Purchaser with respect to all such breaches
exceeds USD $10,000 (the “Bucket”), and then only to the
extent that such Adverse Consequences exceed the Bucket.

       

      (c) In no
event shall the aggregate obligation of Sellers to indemnify Purchaser for any
Adverse Consequences caused by the breach of any representation or warranty of
Sellers exceed the value of the transactions contemplated hereunder (the “Cap”).  

       

      (d) Purchaser
agrees that in the event of any breach giving rise to an indemnification
obligation of Sellers hereunder, Purchaser shall take and cause its affiliates
to take, or cooperate with Sellers, if so requested by Sellers, in order to
take, all reasonable measures to mitigate the consequences of the related breach
(including taking steps to prevent any contingent liability from becoming an
actual liability).

       

      (e) Purchaser
agrees that no claim of indemnification hereunder shall form the basis of or be
asserted as a defense or right of offset against any Royalties payable by
Purchaser hereunder, all of which are hereby waived to the maximum extent
permitted by applicable law.

       

      12.3 Indemnification Provisions
for Sellers’ Benefit.  If
the Closing occurs, and provided that either Seller makes a written claim for
indemnification against Purchaser pursuant to Section 14.4 below within the
survival period (if there is an applicable survival period pursuant to
Section 12.1 above), which written claim must specify the factual basis of
the claim, the amount of such claim (if known) and the method of computation of
such claim, all with reasonable specificity, Purchaser shall indemnify and hold
Sellers harmless against all Adverse Consequences either Seller has suffered or
shall suffer relating to, arising from, or in connection with: (a) the
failure of Purchaser to perform its covenants, agreements, 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      and
obligations under this Agreement or any other Transaction Document; (b) the
breach of any representation or warranty made by Purchaser under this Agreement
or any other Transaction Document; (c) services and activities performed by
Purchaser under the Assumed Contracts on and following the Effective Date;
(d) any Assumed Liabilities and any other liability or obligation of either
Seller specifically assumed by Purchaser under this Agreement or any other
Transaction Document (including without limitation any Adverse Consequences
relating to, arising from, or in connection with Purchaser’s failure to render
Management Services as provided herein in full satisfaction of Sellers’
obligations and liabilities under the Time Warner Transition Agreement and/or
its failure to provide Management Services in accordance with the directives and
guidance given by Sellers); (e) employment of the Transferred Employees
following the Closing Date; (f) operation of the Business by Purchaser or
Purchaser’s ownership or use of the Acquired Assets on and after the Effective
Date (including without limitation infringement by Purchaser of any third
party’s intellectual property or intellectual property rights arising out of,
relating to, or in connection with use of the Intellectual Property, and all
taxes arising with respect to periods beginning on or after the Effective Date);
and (g) destruction, damage, or loss of any physical property owned or leased by
Sellers resulting from Purchaser’s negligence in its use or occupation of
Sellers’ principal place of business as provided herein; provided that in no
event shall Purchaser indemnify Sellers for any Adverse Consequences either
Seller has suffered or shall suffer arising out of, relating to or in connection
with any conflict or breach of, or consent required to be obtained pursuant to,
any other agreement or obligation of either Seller (including without limitation
the Assumed Contracts) arising out of, relating to, or occurring in connection
with this Agreement, any other Transaction Document, or the transactions
contemplated hereby or thereby.  

       

      12.4 Matters Involving Third
Parties.

       

      (a) If any
third party shall notify any Party (the “Indemnified Party”) with
respect to any matter (a “Third-Party Claim”) which may
give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under
this Article 12, then the Indemnified Party shall, if a claim is to be made
against an Indemnifying Party under this Article 12, promptly (and in any event
within five (5) business days after receiving notice of the Third-Party Claim)
notify each Indemnifying Party thereof in writing.  Thereafter, the
Indemnified Party shall deliver to the Indemnifying Party, within five (5)
business days after the Indemnified Party’s receipt thereof, copies of all
notices and documents (including court papers) received by the indemnified party
relating to the Third-Party Claim.  Notwithstanding anything in the
foregoing to the contrary, the failure of an Indemnified Party to give such
notice to the Indemnifying Party shall not relieve the Indemnifying Party of any
liability that it may have to any Indemnified Party, except to the extent that
the Indemnifying Party demonstrates that the defense of the matter giving rise
to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s
failure to give or delay in giving such notice.

       

      (b) Any
Indemnifying Party will have the right at any time to assume and thereafter
conduct the defense of the Third-Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party; provided, however, that the
Indemnifying Party will not consent to the entry of any judgment or enter into
any settlement with respect to the Third-Party Claim without the prior written
consent of the Indemnified Party (not to be unreasonably withheld) unless the
judgment or proposed settlement involves only the payment of money damages and
does not impose an injunction or other equitable relief upon the Indemnified
Party.  Should an Indemnifying Party so elect to assume the defense of
a Third-Party Claim, the Indemnifying Party shall not be liable to the
Indemnified Party for legal expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof.  If the Indemnifying
Party assumes such defense, the Indemnified Party shall have the right to
participate in the defense thereof and to employ counsel at its own expense,
separate from the counsel employed by the Indemnifying Party, it being
understood, however, that the Indemnifying Party shall control such
defense.  

       

      
        
          
          

        

        
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      The
Indemnifying Party shall be liable for the reasonable fees and expenses of
counsel employed by the Indemnified Party for any period during with the
Indemnifying Party has not assumed the defense thereof.

       

      (c) Unless
and until an Indemnifying Party assumes the defense of the Third-Party Claim as
provided in Section 12.4(b) above, however, the Indemnified Party may
defend against the Third-Party Claim in any manner it may reasonably deem
appropriate.

       

      (d) In no
event will the Indemnified Party consent to the entry of any judgment on or
enter into any settlement with respect to the Third-Party Claim without the
prior written consent of the Indemnifying Party (not to be unreasonably
withheld).

       

      12.5 Determination of Adverse
Consequences.  The
amount of any and all Adverse Consequences under this Article 12 shall be
determined net of (a) the net present value of any tax benefits reasonably
expected to be realized (calculated using a discount rate of 7.25%) by any party
seeking indemnification hereunder arising from the deductibility of such Adverse
Consequences and (b) any amounts recovered or recoverable by the Indemnified
Party under insurance policies, indemnities or other reimbursement arrangements
with respect to such Adverse Consequences.  Each Party hereby waives,
to the extent permitted under its applicable insurance policies, any subrogation
rights that its insurer may have with respect to any indemnifiable Adverse
Consequences.  Sellers shall have no liability with respect to any
Adverse Consequences that would have been covered by insurance had Purchaser
maintained for the benefit of the Business and the Acquired Assets the same
insurance coverage following the Closing that was in effect for the Business and
the Acquired Assets immediately prior to the Closing.  Sellers shall
be subrogated to all rights of Purchaser in respect of any Adverse Consequences
borne by Sellers.  In no event shall Purchaser be entitled to recover
or make a claim for any amounts in respect of exemplary, consequential,
incidental, liquidated, or indirect damages, lost profits, or punitive, special,
treble, or statutory damages or any other money damages that are not measured by
and limited to the Indemnified Party’s actual direct damages resulting from such
breaches and, in particular, no “multiple of profits” or “multiple of cash flow”
or similar valuation methodology shall be used in calculating the amount of any
Adverse Consequences; provided, however, that to the
extent an indemnification claim arises hereunder as a result of a Third-Party
Claim against an Indemnified Party, the Adverse Consequences shall be deemed to
include incidental, consequential, special, enhanced, and punitive damages to
the extent claimed by a third party against an Indemnified Party.  Any
indemnity payment under this Agreement shall be treated as an adjustment to the
Purchase Price for tax purposes.

       

      12.6 Exclusive
Remedy.  Purchaser
and Sellers acknowledge and agree that, from and after the Closing, the
foregoing indemnification provisions in this Article 12 shall be the sole and
exclusive remedy of Purchaser and Sellers with respect to the transactions
contemplated hereby.

       

      ARTICLE
13

      TERMINATION

       

      13.  Termination.

       

      13.1 Events of
Termination.  This Agreement may, by notice given prior to or
at the Closing, be terminated:

       

      (a) (i) by
Purchaser if a material breach of any provision of this Agreement has been
committed by Sellers (and not cured within 20 days of written notice if capable
of cure) and such breach has not been waived; or (ii) by Sellers if a
material breach of any provision of this Agreement has been 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      committed
by Purchaser (and not cured within 20 days of written notice if capable of
cure) and such breach has not been waived;

      


      (b) (i) by
Purchaser if any of the conditions in Article 10 has not been satisfied as of
the Closing Date or if satisfaction of such a condition is or becomes impossible
(other than through the failure of Purchaser to comply with its obligations
under this Agreement) and Purchaser has not waived such condition on or
before the Closing Date; or (ii) by Sellers, if any of the conditions in
Article 9 has not been satisfied as of the Closing Date or if satisfaction of
such a condition is or becomes impossible (other than through the failure of
Sellers to comply with its obligations under this Agreement) and Sellers
have not waived such condition on or before the Closing Date;

      


      (c) by mutual
consent of Purchaser and Sellers; or

      


      (d) by either
Purchaser or Sellers if the Closing has not occurred (other than through the
failure of any Party seeking to terminate this Agreement to comply fully with
its obligations under this Agreement) on or before January 31, 2009, or
such later date upon which the Parties may agree.

      


      13.2 Effect of
Termination.  Each Party’s right of termination under
Section 13.1 is in addition to any other rights it may have under this
Agreement or otherwise, and the exercise of a right of termination will not be
an election of remedies.  If this Agreement is terminated pursuant to
Section 13.1, all further obligations of the Parties under this Agreement
will terminate; provided, however, that if this
Agreement is terminated by a Party because of the breach of the Agreement by the
other Party or because one or more of the conditions to the terminating Party’s
obligations under this Agreement is not satisfied as a result of the other
Party’s failure to comply with its obligations under this Agreement, the
terminating Party’s right to pursue all legal remedies will survive such
termination unimpaired.

       

      ARTICLE
14

      MISCELLANEOUS
PROVISIONS

       

      14. Miscellaneous
Provisions.

       

      14.1 Further
Assurances.  Subject to the terms and conditions herein, each
of the Parties hereto agrees to use its reasonable efforts to take, or cause to
be taken, all appropriate action, and to do, or cause to be done, all things
reasonably necessary, proper or advisable under applicable law and regulations
to consummate and make effective the transactions contemplated by this Agreement
and the other Transaction Documents.

       

      14.2 Taxes.  Purchaser
shall pay all taxes arising out of the transfer of the Acquired Assets to
Purchaser pursuant to this Agreement and the other transactions contemplated by
this Agreement (including without limitation any sales taxes).

       

      14.3 Expenses.  Each
of the Parties shall pay all costs and expenses (including without limitation
fees, costs and expenses of attorneys, accountants, brokers, finders, or
advisors and the expenses of such Party’s representatives) incurred or to be
incurred by it in negotiating and preparing this Agreement and in closing and
carrying out the transactions contemplated by the Transaction
Documents.

       

      14.4 Notices.  All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given as of the date of delivery
if delivered in person, three business days after being mailed (certified,
return receipt requested, postage prepaid), the next 

       

      
        
          
          

        

        
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      business
day after deposit with a reputable overnight courier or the date of
delivery via facsimile (if receipt of the facsimile is acknowledged by the
receiving party):

       

      (a)           If
to Sellers, addressed to:

      


      Primal
Solutions, Inc.

      Wireless
Billing Systems

      
        	
                 
      

              	
                c/o
      Bryan Cave LLP

              


      

      3161
Michelson Drive, Suite 1500

      Irvine,
CA  92612

      Attention:  Brett
J. Souza, Esq.

      Fax:  949-223-7100

      


      with a
copy to (which copy shall not constitute notice):

       

      
        	
                 
      

              	
                Bryan
      Cave LLP

              


      

      3161
Michelson Drive, Suite 1500

      Irvine,
CA  92612

      Attention:  Brett
J. Souza, Esq.

      Fax:  949-223-7100

      


       (b)           If
to Purchaser, addressed to:

      


      BillWise,
Inc.

      15 Rue
Cezanne

      Coto de
Caza, CA 92679

      Attention:  Joseph
R. Simrell

      Fax:  (949)
484-4603

      


       

      with a
copy to (which copy shall not constitute notice):

      


      The Yocca
Law Firm LLP

      19900
MacArthur Boulevard

      Suite
650

      Irvine,
CA  92612

      Attention:  Nicholas
J. Yocca, Esq.

      Fax:  949-203-6161

      


      Either
Party hereto may from time to time, by written notice to the other Party,
designate a different address, which shall be substituted for the one specified
above for such Party.

       

      14.5 Attorneys’
Fees.  In the event of any controversy, claim or dispute
between the Parties hereto arising out of or relating to this Agreement or any
of the documents provided for herein, or the breach thereof, the prevailing
Party shall be entitled to recover from the losing Party its reasonable
attorneys’ fees, expenses, and costs incurred in connection with such
controversy, claim, or dispute or any appeal thereof.

       

      14.6 Binding Effect;
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective permitted successors and
assigns.  Neither Party may 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      assign
this Agreement, voluntarily or by operation of law, without the prior written
consent of the other Party, which it may deny in its sole
discretion.

       

      14.7 Parties in
Interest.  Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the Parties to it and their respective
successors and permitted assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons to any
Party to this Agreement.  Notwithstanding the foregoing, the SSF
Entities shall be deemed to be express third-party beneficiaries of the
provisions of Section 2.2 (other than Section 2.2(e)) and Section 12.2(e) and
shall have the right to enforce such provisions directly against the parties
hereto as if it were a party hereto.

       

      14.8 Counterparts.  This
Agreement may be executed in any number of counterparts, any of which may be
transmitted by facsimile or via portable document format by other electronic
means, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument. However, this Agreement shall
be ineffective for any purposes whatsoever unless or until executed by all
Parties hereto.

       

      14.9 Headings.  The
subject headings of the paragraphs and subparagraphs of this Agreement are
included for purposes of convenience only and shall not affect the construction
or interpretation of any of its provisions.

       

      14.10 Entire
Agreement.  This Agreement (together with the Transaction
Documents and the schedules and exhibits hereto and thereto) sets forth all
of the agreements and understandings between the Parties hereto relating to the
transactions contemplated hereby or thereby or the subject matter hereof, and
supersedes all prior agreements and understandings, inducements or conditions,
express or implied, oral or written.

       

      14.11 Amendment;
Waivers.  This Agreement may not be modified or amended, except
in a writing signed by the Parties hereto.  No waiver of any provision
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.  Notwithstanding the foregoing, no amendment, modification or
waiver of the provisions of Section 2.2 (other than Section 2.2(e)) or Section
12.2(e) shall be effective without the express prior written consent of the SSF
Entities.  Any purported amendment, modification or waiver in
violation of the provisions of the immediately preceding sentence shall be null
and void ab initio.

       

      14.12 Severability.  In
the event that any of the provisions of this Agreement shall be held by a court
or other tribunal of competent jurisdiction to be invalid or unenforceable, the
remaining portions of this Agreement shall remain in full force and effect and
construed so as to best effectuate the intention of the Parties in executing
it.

       

      14.13 Interpretation.  Words
used herein, regardless of the number and gender specifically used, shall be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the context
requires.  The provisions of this Agreement, and the documents and
instruments referred to herein, have been examined, negotiated, drafted, and
revised by the Parties and no implication shall be drawn nor made against any
Party hereto by virtue of the drafting of this Agreement.  The term
“including” used herein shall mean “including without
limitation.”  All amounts stated in this Agreement are in U.S.
Dollars.  All payments made by Purchaser to Primal under this
Agreement will be made in the U.S. and in U.S. Dollars.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      14.14 Governing
Law.  This Agreement shall be governed by, construed in
accordance with and enforced under the laws of the State of California
applicable to agreements executed and to be performed solely within such
State.

       

      14.15 Consent and Jurisdiction;
Service.  Each party hereto irrevocably and
unconditionally:  (i) agrees that any suit, action or other legal
proceeding arising out of this Agreement may be brought in the state and federal
courts sitting in the Orange County, California; (ii) consents to the exclusive
jurisdiction of any such court in any such suit, action or proceeding; and (iii)
waives any objection which such party may have to the laying of venue of any
such suit, action or proceeding in any such court.

       

      [SIGNATURE
PAGE TO FOLLOW]

       

      


      
        
          
            
               

            

             


          

          
            24 


            
              

            

          

          
             


          

        

      

      


      IN WITNESS WHEREOF, the Parties hereto
have executed or have caused a duly authorized representative to execute this
Agreement all as of the day and year first above written.

       

      


       

      
        	
                SELLER:

              	 
      	
                PURCHASER:

              
	
                Primal
      Solutions, Inc.,

                a
      Delaware corporation

              	 
      	
                BillWise,
      Inc.,

                a
      California corporation

              
	 
      	 
      	 
      
	
                By:     /s/ John E.
      Rehfeld                                  
      

                Name:
      John E. Rehfeld

                Its:      Authorized
      Person

              	 
      	
                By:     /s/ Joseph R.
      Simrell                                                
      

                Name:
      Joseph R. Simrell

                Its:      President

              
	 
      	 
      	 
      
	
                Wireless
      Billing Systems,

                a
      California corporation

              	 
      	 
      
	 
      	 
      	 
      
	
                By:     /s/ John E.
      Rehfeld                                  
         

                Name:
      John E. Rehfeld

                Its:      Authorized
      Person

              	 
      	 
      


      

      


      
        
          
            
                                                                        


            

             


          

          
            25 


            
              

            

          

          
             


          

        

      

      


      

        SCHEDULE
1.1

         

        Acquired
Assets

         

        Transferred
Resources

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      	
                                                                                                                                                                                              Asset #

                                                                                                                                                                                            	
                                                                                                                                                                                              Make/Mdl

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11737

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T40

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11947

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T43p

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11810

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T42

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11755

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T40

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11739

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T40

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11948

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T42

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11812

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T42

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11841

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T42

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11808

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad T42

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11740

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Inspiron 8500

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11747

                                                                                                                                                                                            	
                                                                                                                                                                                              IBM
      ThinkPad X31

                                                                                                                                                                                            	 
      
	 
      	
                                                                                                                                                                                              Apple
      Powerbook Pro (2)

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11741

                                                                                                                                                                                            	
                                                                                                                                                                                              HP
      Proliant ML570

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              12017

                                                                                                                                                                                            	
                                                                                                                                                                                              No-name
      brand

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              12016

                                                                                                                                                                                            	
                                                                                                                                                                                              HP
      Proliant DL360

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11824

                                                                                                                                                                                            	
                                                                                                                                                                                              HP
      Proliant DL380

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11825

                                                                                                                                                                                            	
                                                                                                                                                                                              HP
      Proliant DL380

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW068

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      PowerEdge 750

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW069

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      PowerEdge 750

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW072

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      PowerEdge 750

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11967

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V240

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11776

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V240

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11929

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V240

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11826

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V240

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              12055

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V440

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11939

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V100

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11934

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V210

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11829

                                                                                                                                                                                            	
                                                                                                                                                                                              SunBlade
      150

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11828

                                                                                                                                                                                            	
                                                                                                                                                                                              SunBlade
      150

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              11936

                                                                                                                                                                                            	
                                                                                                                                                                                              Sun
      V120

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW083

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW080

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW082

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW081

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW076

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      
	
                                                                                                                                                                                              HW075

                                                                                                                                                                                            	
                                                                                                                                                                                              Dell
      Dimension XPS Gen 4

                                                                                                                                                                                            	 
      


                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              	
                                                                                                                                                                                                      Asset
      #

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Make/Mdl

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW077

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension XPS Gen 4

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW123

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerEdge 1800

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW124

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerEdge 1800

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW125

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerEdge 1800

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW126

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerEdge 1800

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11762

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension XPS Gen 2

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11760

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension XPS Gen 2

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11761

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension XPS Gen 2

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11768

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension XPS Gen 2

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW056

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Dimension 4700

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12039

                                                                                                                                                                                                    	
                                                                                                                                                                                                      IBM
      ThinkPad Dock

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12040

                                                                                                                                                                                                    	
                                                                                                                                                                                                      IBM
      ThinkPad Dock

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12041

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      Docking Station

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11813

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      3300MP Overhead Projector

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11732

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      3200MP Overhead Projector

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW085

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      3300MP Overhead Projector

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12044

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Protocol
      Analyzer

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12018

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cybex
      Autoview Commander

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12019

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cybex
      Autoview Commander

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW118

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11855

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW117

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11928

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11972

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Samsung
      22” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11959

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      24” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11853

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11960

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12037

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW119

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11968

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11975

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Samsung
      20” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW079

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW078

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12038

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW116

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      17” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11973

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Samsung
      20” FPD

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11989

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Microsoft
      Bluetooth Kbd/Mouse

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11980

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Apple
      Wireless Keyboard

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11976

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Treo
      755p

                                                                                                                                                                                                    	 
      
	11978	Treo
      755p	 
	11680	HP
      LaserJet 1200	 


                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            2 


            
              

            

          

          
             


          

        



        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              	
                                                                                                                                                                                                      Asset
      #

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Make/Mdl

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11757

                                                                                                                                                                                                    	
                                                                                                                                                                                                      HP
      LaserJet 1300

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11778

                                                                                                                                                                                                    	
                                                                                                                                                                                                      HP
      LaserJet 1300

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11734

                                                                                                                                                                                                    	
                                                                                                                                                                                                      HP
      LaserJet 1200

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      HP
      Color LaserJet CP1518ni

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12009

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Telco
      Rack (qty 1)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Computer
      Rack

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Linksys
      WRT54G Wireless

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      LinkSys
      WAP54GP Wireless

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      LinkSys
      WAP54GP Wireless

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      LinkSys
      WAP54GP Wireless

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      LinkSys
      WAP54GP Wireless

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12053

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Sun
      StorEdge 3520 Array

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11931

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Sun
      StorEdge A1000 Array

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12012

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerConnect 2624

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12013

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerConnect 2124

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12022

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Dell
      PowerConnect 2624

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW060

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cisco
      Catalyst 3550

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      HW061

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cisco
      Catalyst 3550

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11833

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cisco
      PIX 515E

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11834

                                                                                                                                                                                                    	
                                                                                                                                                                                                      Cisco
      PIX 515E

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      11995

                                                                                                                                                                                                    	
                                                                                                                                                                                                      APC
      Smart UPS 5000

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Minuteman
      Enterprise E750 UPS

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12000

                                                                                                                                                                                                    	
                                                                                                                                                                                                      APC
      AP9211 Masterswitch PDU

                                                                                                                                                                                                    	 
      
	
                                                                                                                                                                                                      12002

                                                                                                                                                                                                    	
                                                                                                                                                                                                      APC
      AP9211 Masterswitch PDU

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Cisco
      Phones: (15 units)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Quartet
      Electronic Whiteboard

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Desks
      (12 offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Chair
      (12 offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Cradenza
      (12 offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      File
      Cabinets (finance/HR)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      White
      Boards (12 offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Book
      Case(s) (12 offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Couch/Lounge
      Chairs (2 exec offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      End
      Tables 9 2 exec offices)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      Fire
      Safes (finance/HR)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      File
      Cabinets (finance/HR)

                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                      War
      Room Tables & Chairs

                                                                                                                                                                                                    	 
      
	 	Round
      Tables & Chairs	 
	 	Folding
      Tables - work tables	 
	 	Office
      Equipment - miscellaneous	 


                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            3 


            
              

            

          

          
             


          

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Asset
      #

                                            	
                                              Make/Mdl

                                            	 
      
	 
      	
                                              Supplies
      - misc office

                                            	 
      
	 
      	
                                              Sales/Tradeshow
      booth

                                            	 
      
	 
      	
                                              Computer
      cables and parts

                                            	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


         

        The
Parties acknowledge and agree that the Acquired Assets do not include six
computers, printers, and monitors included in the list above, the ownership of
which is being transferred to the Transferred Employees in connection with their
separation of employment from Sellers.


        
          
             


          

          
            4 


            
              

            

          

          
             


          

        

      

      


      SCHEDULE
1.3

       

      Liens
and Liabilities

      
 

       

      (a)  Assignments, Transfers,
and/or Conveyances of the Intellectual Property:

       

      Sellers
make no representations or warranties with respect to any Intellectual Property
except as set forth in the first, second, third, and fourth sentences of Section
5.3.  Notwithstanding the foregoing, and without making any other
representation or warranty:

       

      ·   TransAmerica
Business Credit Corporation has a security agreement in place on the Creditwatch
(Serial Nos. 74358508 and 74358507) trademarks of WBS, which was granted by
Subscriber Computing, Inc., the prior owner of the marks.

       

      ·   TransAmerica
Business Credit Corporation also has a security interest on U.S. patent
registration 5,291,543 (“Cellular Telephone Real Time Account Administration
System”), which was granted by Subscriber Computing, Inc.  In
addition, there is no assignment from the inventors of the patent to Subscriber
Computing, Inc. (or any predecessor company); and Seller believes that
TransAmerica holds a security interest, although the record filed with the U.S.
Patent and Trademark Office appears as an “assignment of assignors interest”
rather than as a security interest.

       

      ·   With
respect to U.S. patent registration 5,291,453 (“Serial Memory Apparatus Having
Units for Presetting Reading Bit Lines to a Given Voltage”), the investors of
that patent assigned it to Ricoh Company, and then Subscriber Computing, Inc.
assigned the patent to WBS.  The chain of title is missing the
assignment from Ricoh to Subscriber Computing, Inc.  Therefore, WBS’
title is not clear.

       

      ·   Sellers
have entered into certain escrow arrangements with certain or all of their
respective customers pursuant to which ownership of certain Seller Intellectual
Property would be assigned to such customers upon a default by
Seller.  In addition, Sellers have granted customers licenses to use
the Intellectual Property (including perpetual licenses).

       

      ·   Sellers
have assigned to SSF certain rights in the Intellectual Property , which rights
will be conditionally released pursuant to the consent being granted by SSF in
connection with the Contemplated Transactions, subject to full compliance with
the terms of the consent by Sellers.

       

      


       

      (b)  Liens, claims and
encumbrances exist on the Acquired Assets pursuant to the
following:

       

      
        	
                ·  

              	
                Amended
      and Restated 10% Senior Convertible Note, dated March 31, 2006, as amended
      and restated as March 31, 2008, issued to Special Situations Private
      Equity Fund, L.P., Special Situations Technology Fund, L.P., Special
      Situations Technology Fund II, L.P., Special Situations Fund III, L.P.,
      and Special Situations Fund III QP, L.P. (collectively, “SSF”), related
      Pledge and Security Agreement, dated as of March 31, 2006, in favor of
      SSF, and other related agreements with
SSF;

              


      

       

      
        	
                ·  

              	
                Lease
      agreement with CIP Centerpointe 123 LLC, dated April 16,
    2007;

              


      

       

      
        	
                ·  

              	
                Operating
      lease agreement with Dell Financial Services L.P. (lease number
      012-004765674-014) (provided that on or before February 28, 2009, Sellers
      intend to satisfy their obligations under said lease so that any Acquired
      Assets leased thereunder will be released and thereafter be free of liens
      and encumbrances of Dell; Sellers shall not assign such liened Acquired
      Assets to Purchaser until such Acquired Assets are free of liens and
      encumbrances and then shall promptly thereafter assign ownership thereof);
      and

              


      

       

      
        	
                ·  

              	
                The
      security interests existing under operating lease agreements with Dell
      Financial Services L.P. (lease numbers 032-4765674-015 &
      032-4765674-016) are currently in the process of being released but likely
      will not be released prior to the Closing Date; Sellers shall not assign
      such liened Acquired Assets to Purchaser until such Acquired Assets are
      free of liens and encumbrances and then shall promptly thereafter assign
      ownership thereof;

              


      

       

      
        	
                ·  

              	
                Capital
      lease agreement with CIT Technology Financial Service Inc. (contract no.
      911-0001540-000) (provided that on or before February 28, 2009, Sellers
      intend to satisfy their obligations under said lease so that any Acquired
      Assets leased thereunder will be released and thereafter be free of liens
      and encumbrances of CIT; Sellers shall not assign such liened Acquired
      Assets to Purchaser until such Acquired Assets are free of liens and
      encumbrances and then shall promptly thereafter assign ownership thereof);
      and

              


      

       

      
        	
                ·  

              	
                Pursuant
      to the terms of each of the Assumed Contracts, the consent of each
      Transferred Customer is required to be obtained in connection with the
      Contemplated Transactions.

              


      

       

      


       

      


       

      


      
        
          
            
               

            

             


          

          
            2 


            
              

            

          

          
             


          

        

      

      


      SCHEDULE
2.2

       

      Software

       

      


      


      Primal
Software

      
        	
                q  

              	
                Connect
      CCB

              


      

      
        	
                q  

              	
                Connect
      IXC

              


      

      
        	
                q  

              	
                Connect
      RTR

              


      

      
        	
                q  

              	
                Access
      IM

              


      

      
        	
                q  

              	
                EBP&P

              


      

      
        	
                q  

              	
                WPM

              


      

      
        	
                q  

              	
                IPC
      Platform

              


      

      
        	
                q  

              	
                IPC
      Marketing Dashboard

              


      

      
        	
                q  

              	
                IPC
      Revenue Assurance Dashboard

              


      

      
        	
                q  

              	
                CRM
      (Communications Resource Manager)

              


      

      


       

      


      
        
          
            
                                                                                  


            

             


          

          
            3 


            
              

            

          

          
             


          

        

      

      


      SCHEDULE
3.2

       

      Assumed
Liabilities

       

      


       

      The
following are the “Assumed
Contracts” for purposes of this Agreement:

       

      1.    Amended
and Restated Schedule 5, dated as of January 1, 2006, to the Master Software
License Agreement dated as of December 11, 2002 by and between Time Warner Cable
Information Services (Maine), LLC and Primal, as amended pursuant to
(a) Amendment 1 dated as of January 1, 2004, (b) Amendment 2 dated as of
January 1, 2005, (c) the Third Amendment dated as of July 27, 2006, and (d) the
Fourth Amendment dated as of January 1, 2006 to Master Software License
Agreement, and any successor agreement thereto which may be entered into among
Advance/Newhouse, Advance/Newhouse Communications, LLC and Bright House
Networks, LLC (collectively “Brighthouse”) and Primal on or
prior to the Closing Date; provided that the Master Software License Agreement
dated as of December 11, 2002, by and between Time Warner Cable Information
Services (Maine), LLC and Primal, as amended pursuant to the Amendment 1 dated
as of January 1, 2004, as amended by Amendment 2 dated as of January 1, 2005, as
amended pursuant to (a) Amendment 1 dated as of January 1, 2004, (b)
Amendment 2 dated as of January 1, 2005, (c) the Third Amendment dated as of
July 27, 2006, and (d) the Fourth Amendment dated as of January 1, 2006 to
Master Software License Agreement, is not, and shall not be, an “Assumed
Contract.”

       

      2.    Software
License and Services Agreement dated as of December 8, 2006, by and between
Bresnan Communications LLC (“Bresnan”) and
Primal

       

      3.    Software
License and Services Agreement dated as of June 30, 2005, by and between Bend
Cable Data Services, LLC (“Bend”) and Primal

       

      4.    License
Agreement dated as of June 1, 1991, by and between Mercury Paging Ltd. (“Page One”) and
Primal

       

      5.    Master
Software License Agreement and Maintenance Agreement dated as of October 1,
1999, by and between Hutchison Telecommunications (Australia) Limited (“Hutchison”) and
Primal

       

      6.    Software
License Agreement dated as of September 1, 2005, by and between [Alcatel]-Lucent
Technologies (“Alcatel”)
and Primal, any rights under the course of dealing and/or undocumented extension
of said agreement following the term specified therein (including any
potentially effective automatic month-to-month renewal of said term), and any
successor agreement thereto which may be entered into between Alcatel and Primal
on or prior to the Closing Date

       

      7.    The
Master Software License Agreement dated as of September 3, 2004, by and between
West Tel Limited (“Westel”) and
Primal

       

      For
purposes of this Agreement, each of Brighthouse, Bresnan, Bend, Page One,
Hutchinson, Alcatel, and Westel is a “Transferred Customer” and
together they are the “Transferred
Customers.”

       

      


      
        
          
            
                                                                                  


            

             


          

          
            4 


            
              

            

          

          
             


          

        

      

      


      SCHEDULE
7.4

       

      Transferred
Employees

       

      


       

      Angelo
Buenaobra

       

      Michael
Fowler

       

      Sanjay
Gupta

       

      Andy
Schleuss

       

      Bob
Richardson

       

      Joseph
Simrell

       

      


      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


      SCHEDULE
8.12

       

      Open
LOEs

       

      Primal Solutions,
Inc.

      Open
LOEs

      
 

      
        
          	
                   

                  Customer

                	
                   

                  Task
      #

                	
                   

                  Booking
      Amount

                	
                  As
      of 12.31.08

                	
                  #
      of Hours 

                  Needed

                	
                   

                  Resources
      by Staff/Hours

                
	
                  Rev
      Recog’d

                	
                  Open
      Revenue

                
	Bend
      Cable	BCD141	
                   $7,200.00
      

                	
                   
      $4,800.00

                	
                   $2,400.00
      

                	
                  16

                	Angelo
      (16)
	 	 	 	 	 	 	 
	Bresnan	BCL56 	
                  $34,500.00

                	
                  $28,254.32

                	
                  $6,245.68

                	
                  42

                	Angelo
      (24), Kim (2), Joel (16)
	Bresnan	BCL96	
                  $6,000.00

                	
                  $3,750.00

                	
                  $2,250.00

                	
                  24

                	Sanjay
      (8), Tom (8), Angelo (8) 
	 	 	 	 	 	 	 
	Bright
      House	BHN178 	
                  $28,500.00

                	
                  $24,750.00

                	
                  $3,750.00

                	
                  8

                	Mike
      M. (8) 
	 	 	 	 	 	 	 
	Hutchison	HT048 	
                  $45,000.00

                	
                  $35,700.00

                	
                  $9,300.00

                	
                  62

                	Angelo
      (62)
	 	 	 	 	 	 	 
	Page
      One	MP096 	
                  $18,000.00

                	
                  $
      - 

                	
                  $18,000.00

                	
                  120

                	Angelo
      (60), Mike F (60) 
	 	 	 	 	 	 	 
	Time
      Warner	TWCR185 	
                  $3,000.00

                	
                  $
      - 

                	
                  $3,000.00

                	
                  16

                	Joann
      (16)
	Time
      Warner	TWCR193	
                  $20,000.00

                	
                  $
      -  

                	
                  $20,000.00

                	
                  115

                	Andy
      (75), Kim (hourly, up to 40)
	 	 	 	 	 	 	 
	West
      Tel	WTL73	
                  $18,000.00

                	
                  $
      -  

                	
                  $18,000.00

                	
                  96

                	Angelo
      (48), Andy (48)
	 	 	 	 	 	 	 
	 	 	
                  $180,200.00

                	
                  $97,254.32

                	
                  $82,945.68

                	 	 


        

        
Note:  There are
currently an open LOE to Bright House and another open LOE to Time
Warner.

      

      


      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Disclosure
Schedules

       

      Section
5.3 – Title to Properties

       

      


       

      (a)           Assignments, Transfers,
and/or Conveyances of the Intellectual Property:

       

      Sellers
make no representations or warranties with respect to any Intellectual Property
except as set forth in the first, second, third, and fourth sentences of Section
5.3.  Notwithstanding the foregoing, and without making any other
representation or warranty:

       

      ·    TransAmerica
Business Credit Corporation has a security agreement in place on the Creditwatch
(Serial Nos. 74358508 and 74358507) trademarks of WBS, which was granted by
Subscriber Computing, Inc., the prior owner of the marks.

       

      ·    TransAmerica
Business Credit Corporation also has a security interest on U.S. patent
registration 5,291,543 (“Cellular Telephone Real Time Account Administration
System”), which was granted by Subscriber Computing, Inc.  In
addition, there is no assignment from the inventors of the patent to Subscriber
Computing, Inc. (or any predecessor company); and Seller believes that
TransAmerica holds a security interest, although the record filed with the U.S.
Patent and Trademark Office appears as an “assignment of assignors interest”
rather than as a security interest.

       

      ·    With
respect to U.S. patent registration 5,291,453 (“Serial Memory Apparatus Having
Units for Presetting Reading Bit Lines to a Given Voltage”), the investors of
that patent assigned it to Ricoh Company, and then Subscriber Computing, Inc.
assigned the patent to WBS.  The chain of title is missing the
assignment from Ricoh to Subscriber Computing, Inc.  Therefore, WBS’
title is not clear.

       

      ·    Sellers
have entered into certain escrow arrangements with certain or all of their
respective customers pursuant to which ownership of certain Seller Intellectual
Property would be assigned to such customers upon a default by
Seller.  In addition, Sellers have granted customers licenses to use
the Intellectual Property (including perpetual licenses).

       

      ·    Sellers
have assigned to SSF certain rights in the Intellectual Property , which rights
will be conditionally released pursuant to the consent being granted by SSF in
connection with the Contemplated Transactions, subject to full compliance with
the terms of the consent by Sellers.

       

      


       

      (b)          Liens, claims and
encumbrances exist on the Acquired Assets pursuant to the
following:

       

      
        	
                ·  

              	
                Amended
      and Restated 10% Senior Convertible Note, dated March 31, 2006, as amended
      and restated as March 31, 2008, issued to SSF, related Pledge and Security
      Agreement, dated as of March 31, 2006, in favor of SSF, and other related
      agreements with SSF;

              


      

       

      
        	
                ·  

              	
                Lease
      agreement with CIP Centerpointe 123 LLC, dated April 16,
    2007;

              


      

       

      
        	
                ·  

              	
                Operating
      lease agreement with Dell Financial Services L.P. (lease number
      012-004765674-014) (provided that on or before February 28, 2009, Sellers
      intend to satisfy their obligations under said lease so that any Acquired
      Assets leased thereunder will be released and thereafter be free of liens
      and encumbrances of Dell; Sellers shall not assign such liened Acquired
      Assets to Purchaser until such Acquired Assets are free of liens and
      encumbrances and then shall promptly thereafter assign ownership
      thereof);

              


      

       

      
        	
                ·  

              	
                The
      security interests existing under operating lease agreements with Dell
      Financial Services L.P. (lease numbers 032-4765674-015 &
      032-4765674-016) are currently in the process of being released but likely
      will not be released prior to the Closing Date; Sellers shall not assign
      such liened Acquired

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                	
                  Assets
      to Purchaser until such Acquired Assets are free of liens and encumbrances
      and then shall promptly thereafter assign ownership
    thereof;

                


        

      

       

      
        	
                ·  

              	
                Capital
      lease agreement with CIT Technology Financial Service Inc. (contract no.
      911-0001540-000) (provided that on or before February 28, 2009, Sellers
      intend to satisfy their obligations under said lease so that any Acquired
      Assets leased thereunder will be released and thereafter be free of liens
      and encumbrances of CIT; Sellers shall not assign such liened Acquired
      Assets to Purchaser until such Acquired Assets are free of liens and
      encumbrances and then shall promptly thereafter assign ownership thereof);
      and

              


      

       

      
        	
                ·  

              	
                Pursuant
      to the terms of each of the Assumed Contracts, the consent of each
      Transferred Customer is required to be obtained in connection with the
      Contemplated Transactions.

              


      

       

      


      


      


      
        
          
            
                                                                                  


            

             


          

          
            3 


            
              

            

          

          
             


          

        

      

       

       

      LICENSE
AGREEMENT

       

      This
License Agreement (“Agreement”) is effective as of January 1, 2009 (the
“Effective Date”) by and between, on one hand, Primal Solutions, Inc, a Delaware
corporation (“Primal”), and Wireless Billing Systems, a California corporation
(“WBS”) (WBS and Primal, collectively, “Licensee”), and, on the other hand,
BillWise, Inc., a California corporation (“BillWise”) (BillWise and Licensee,
each a “Party” and collectively the “Parties”), with respect to the following
facts:

       

      WHEREAS,
the Parties have entered into that certain Asset Purchase Agreement dated as of
the Effective Date (“APA”), pursuant to which BillWise is purchasing certain
assets from, and assuming certain obligations and liabilities of, Licensee,
including the Software and Trademarks;

       

      WHEREAS,
Licensee requires a license back to the Software and Trademarks in order to
perform certain of its obligations under the APA and to continue to service its
customers (excluding the Transferred Customers) existing as of December 31, 2008
(“Customers”); and

       

      WHEREAS,
BillWise is willing to grant Licensee such a license pursuant to the terms and
conditions of this Agreement.

       

      NOW,
THEREFORE, based on the foregoing premises and in consideration of the promises
contained in this Agreement, the Parties agree as follows:

       

      1.           DEFINITIONS

       

      .  Capitalized
terms used in this Agreement have the meanings ascribed to them below or where
defined in this Agreement.  Any capitalized terms used and not defined
in this Agreement have the meanings ascribed to such terms in the
APA.

       

      1.1           “Affiliate” means, with
respect to an entity, any other entity that controls, is controlled by, or is
under common control with such entity.  For the purposes of this
Agreement, the term “control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of any
such person whether through the ownership of voting securities, by contract, or
otherwise.

       

      1.2           “Confidential Information”
means all information regarding a Party’s business or affairs, including,
without limitation, the Software, business concepts, processes, methods,
systems, know-how, devices, formulas, product specifications, marketing methods,
prices, customer lists, methods of operation, and other information, whether in
oral, written, or electronic form, that is either designated as confidential or
that is disclosed under circumstances such that a reasonable person would know
it is confidential.  The terms, but not the existence, of this
Agreement are confidential.  The following information will not be
deemed Confidential Information:  (i) information that is or
becomes publicly available through no fault of the Party obligated to keep it
confidential; (ii) information with regard to the other Party that was
rightfully known by a Party prior to commencement of discussions regarding the
subject matter of the Agreement; (iii) information that was independently
developed by a Party without use of the Confidential Information; and (iv)
information rightfully disclosed to a Party by a third party without continuing
restrictions on its use or disclosure.

       

      1.3           “including” means including,
without limitation.

       

      1.4           “Intellectual Property Rights”
means any and all of the following (by whatever name or term known or
designated) now known or hereafter existing anywhere in the
world:  (i) rights associated with works of authorship,
including, without limitation, all exclusive exploitation rights, copyrights,
moral rights, and mask work rights; (ii) trade secret rights and other
Confidential Information;

       


      
        
          
                                                                                


          

           


        

        
          1 


          
            

          

        

        
           


        

      


      (iii)
patents (including, without limitation, reissues, divisions, reexaminations,
extensions, provisionals, continuations, and continuations-in-part thereof),
designs, and other industrial property rights; (iv) source code, object
code, formulas, ideas, concepts, mask works, methods, know-how, processes,
devices, and the like, whether or not any of the foregoing are subject to
protection under law; (v) all registrations, applications, renewals,
extensions, continuations, divisions, reissues, and the like; and (vi) all
other intellectual property and proprietary rights of every kind and nature
whether arising by operation of law, contract, license, or otherwise, including
trademark, service mark, trade dress, and other marks based on designation of
source or origin.

       

      1.5           “Software” means all of the
software transferred to BillWise pursuant to the APA (including Connect IXC,
Access IM, Connect RTR, IPC, WPM, Marketing Dashboard and Revenue Assurance
Suite), and any derivative works, modifications, or improvements thereof
produced by or on behalf of Licensee to the extent Licensee retains ownership
and has the right to transfer ownership thereof, in each case including all
associated source code, object code, documentation, and related Intellectual
Property Rights; provided that “Software,” for purposes of this Agreement, shall
not include Connect CCB, Communications Resources Manager (CRM), and
EBP&P.

       

      1.6           “Trademarks” means the trademarks, service
marks, trade dress, and similar indicia that were transferred to BillWise
pursuant to the APA that are used to identify or distinguish the various
products associated with the Software.

       

      1.7           “Use” means use, copy,
distribute, create derivative works from, modify, display, perform, transmit,
make, sublicense, offer to sublicense, import, maintain, and
improve.

       

      2.           LICENSE.  Subject
to the terms and conditions of this Agreement, BillWise hereby grants Licensee a
worldwide, royalty free and fully-paid, irrevocable, and non-transferable right
and license, under all Intellectual Property Rights, to Use the Software and
Trademarks solely for the purposes of:  (i) providing services as
necessary to support BillWise pursuant to the terms of the APA and as otherwise
requested by BillWise and (ii) while Licensee has outstanding contractual
obligations to Customers, providing its services to such Customers, including,
without limitation, Time-Warner Cable, Inc., and otherwise as necessary to
fulfill its obligations under its agreements with such Customers, as amended or
otherwise modified.  Notwithstanding the foregoing, Licensee may not
sell or transfer any license to the Software except consistent with past
practices in the ordinary course of its business.

       

      3.           PROPRIETARY
RIGHTS.

       

      3.1           Ownership of Intellectual
Property Rights.  Except for the rights expressly granted under
this Agreement, BillWise will own all Intellectual Property Rights and all other
right, title, and interest in and to the Software and Trademarks.  No
right or license will be implied by estoppel or otherwise, other than the rights
and licenses expressly granted in this Agreement, and all rights not
specifically granted to Licensee in this Agreement are reserved by
BillWise.  BillWise owns all Intellectual Property Rights in and to
the Trademarks and Software, including, without limitation, any updates or
upgrades thereto provided by BillWise under this or any other
agreement.  To the extent that Licensee retains ownership and has the
right to transfer ownership thereof, Licensee hereby assigns to BillWise
exclusive ownership of any derivative works, modifications, or improvements of
Software produced by or on behalf of Licensee, either separately or jointly with
others.

       

      3.2           Quality
Control.  BillWise acknowledges and agrees that it is familiar
with the quality of goods and services provided by Primal prior to the Effective
Date and such quality is acceptable with respect to goods and services bearing
the Trademarks.  Primal shall use reasonable efforts to ensure that
the quality of the goods and services bearing the Trademarks remains equal to or
better than quality of

       


      
        
          
                                                                             


          

           


        

        
          2 


          
            

          

        

        
           


        

      


      goods and
services provided by Primal prior to the Effective Date.  Primal shall
obtain BillWise’s prior written approval before using the Trademarks on any
newly created marketing materials.

       

      3.3           Confidential
Information.  Any Confidential Information of one Party
(hereinafter the “Disclosing Party”) received by the other Party (hereinafter
the “Receiving Party”) under this Agreement shall be used, disclosed, or copied,
only for the purposes of, and only in accordance with, this
Agreement.  The Receiving Party shall use reasonable efforts to
prevent the unauthorized Use of the Disclosing Party’s Confidential Information;
provided, however, that a Party
may disclose the Confidential Information to its Affiliates and subcontractors
that:  (i) have a need to know such Confidential Information for
purposes of carrying out their obligations under this Agreement but only to the
extent that such Confidential Information is needed to perform their obligations
under this Agreement and (ii) have agreed in writing in advance to be bound by a
written confidentiality agreement reasonably acceptable to the other
Party.  The Receiving Party shall notify the Disclosing Party
immediately in the event of any unauthorized Use of any Confidential
Information.  Further, either Party may disclose the terms of this
Agreement, subject to the execution of a confidentiality agreement, to its board
of directors or other similar governing body, its attorneys and accountants, and
potential acquisition partners or funding sources, and as required by law, rule,
regulation.  Either Party shall have the right to disclose
Confidential Information as required by law or legal process or under the
applicable rules of a securities market or exchange; provided, however, that the
disclosing Party shall use reasonable efforts to give the other Party a
reasonable opportunity to intervene to prevent such disclosure or to obtain a
protective order, and that any Confidential Information so disclosed otherwise
remains subject to the confidentiality obligations set forth in this
Section.

       

      4.           EXCLUSION OF
DAMAGES.  EXCEPT
AS MAY OTHERWISE BE PROVIDED IN THE APA, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE
AND BASED ON ANY CAUSE OF ACTION, INCLUDING CLAIMS FOR LOSS OF GOODWILL OR LOST
PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OCCURRING.

       

      5.           TERM AND
TERMINATION. This
Agreement will commence as of the Effective Date and will continue until
Licensee has fulfilled or been discharged of its obligations set forth in
Section 2 of this Agreement, whether under written agreements or
otherwise.  The Parties acknowledge and agree that they otherwise
intend this Agreement to be non-terminable.  If a Party breaches this
Agreement, the other Party will have no right to terminate this Agreement;
rather, its sole remedy will be to seek an injunction and damages as may be
available under applicable law.  Section 3.3 of this Agreement shall
survive any termination of this Agreement until such time as the Confidential
Information becomes publicly available through no fault of the Receiving
Party.

       

      6.           GENERAL.

       

      6.1           Entire
Agreement.  This Agreement (and the Recitals, which are hereby
incorporated herein by this reference), and the APA, constitutes the entire
understanding and agreement, and supersedes any and all prior or contemporaneous
representations, understandings, and agreements between the Parties with respect
to the subject matter of this Agreement, all of which are hereby merged into
this Agreement.  All amendments, supplements or modifications of this
Agreement must be in writing and executed by the Parties.

       

      6.2           Independent
Parties.  Nothing contained in this Agreement will be deemed to
create, or be construed as creating, a joint venture or partnership between the
Parties.  Neither Party is, by virtue of this Agreement or otherwise,
authorized as an agent or legal representative of the other
Party.  Neither Party to this Agreement is granted any right or
authority to assume or to create any obligation or

       


      
        
          
                                                                              


          

           


        

        
          3 


          
            

          

        

        
           


        

      


      responsibility,
express or implied, on behalf or in the name of the other Party, or to bind such
other Party in any manner.

       

      6.3           No Third Party
Beneficiary.  Nothing contained in this Agreement will be
deemed to create, or be construed as creating, any third party beneficiary right
of action upon any third party whatsoever.

       

      6.4           Export
Regulations.  Licensee shall not export, directly or
indirectly, any Software or other Confidential Information acquired under this
Agreement in violation of any applicable export and import laws and regulations
(including, without limitation, those of the United States).

       

      6.5           Injunctive
Relief.  Each Party agrees that if it breaches any of its
obligations with respect to the other Party’s Confidential Information or
infringes the other Party’s Intellectual Property Rights, it will cause the
other Party irreparable injury that cannot be readily remedied in monetary
damages in an action at law.  Therefore, each Party agrees that the
other Party shall be entitled to obtain, on an expedited basis from any court of
competent jurisdiction, and without the requirement of the posting of a bond or
other security, immediate injunctive relief to enjoin any such breach or
prospective breach or any infringement or prospective
infringement.  The foregoing will be in addition to, and not in lieu
of, such other remedies as either Party may otherwise have available to it under
applicable law.

       

      6.6           Waiver.  No
waiver of any provision of this Agreement, or any rights or obligations of
either Party under this Agreement, will be effective, except pursuant to a
written instrument signed by the Party waiving compliance, and any such waiver
will be effective only in the specific instance and for the specific purpose
stated in such writing.

       

      6.7           Severability of
Provisions.  In the event that any provision of this Agreement
is found invalid or unenforceable pursuant to judicial decree or decision, the
remainder of this Agreement will remain valid and enforceable according to its
terms.

       

      6.8           Force
Majeure.  If, by reason of any labor dispute, strike, lockout,
riot, war, act of terrorism, inability to obtain labor or materials, earthquake,
fire or other action of the elements, accident, governmental restriction,
appropriation or other cause beyond the control of a Party, either Party is
unable to perform in whole or in part its obligations as set forth in this
Agreement, then such Party shall be relieved of those obligations to the extent
it is so unable to perform and such inability to perform shall not make such
Party liable to the other Party.  Neither Party shall be liable for
any loss, injury, delay, or damages suffered or incurred by the other Party due
to the above causes.

       

      6.9           Binding Effect;
Assignment.  This Agreement will be binding upon and will inure
to the benefit of the Parties and their respective heirs, representatives,
successors and permitted assigns.  BillWise may freely assign this
Agreement without the prior written consent of the Licensee; Licensee may assign
this Agreement only upon the prior written consent of BillWise, such consent not
to be unreasonably withheld.  If either Party subcontracts any of its
rights or obligations under this Agreement to any third party, such Party shall
remain fully responsible for the acts and omissions of its subcontractors and
for the performance of its obligations under this Agreement.

       

      6.10           Forum, Governing Law and
Jurisdiction.  The validity, construction, interpretation, and
legal effect of this Agreement will be governed by the laws of the State of
California (irrespective of its choice of law rules) and the United States of
America applicable to contracts entered into and performed entirely within the
State of California.  Any action at law or in equity arising under or
in connection with this Agreement will be filed only in an appropriate State or
Federal Court located in Orange County,

       


      
        
          
                                                                               


          

           


        

        
          4 


          
            

          

        

        
           


        

      


      California.  The
Parties hereby irrevocably consent and submit to the exclusive personal
jurisdiction of and venue in such courts for the purposes of litigating any such
action.

       

      6.11           Notice.  Any
notice given by either Party to the other shall be in writing and will be sent
by personal delivery, internationally recognized overnight courier or U.S. Mail,
certified, postage prepaid, return receipt requested, to the Parties at their
respective addresses set forth in the APA, or such other address(es) as
specified in writing by such Party in accordance with this
Section.  Notice will be effective when delivered or five (5) days
after it is sent, whichever is sooner.

       

      6.12           Review of Counsel;
Construction.  Each of the Parties acknowledges that it has had
the opportunity to have this Agreement reviewed by independent legal counsel of
its choice.  The rule of construction that any ambiguity in an
agreement be construed against the drafter will not apply to this
Agreement.  All references to periods of time reflect calendar
periods, unless expressly stated otherwise.  The headings to Sections
of this Agreement are for convenience or reference only and do not form a part
of this Agreement and will not in any way affect its
interpretation.

       


      
        
          
                                                                             


          

           


        

        
          5 


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the Parties have
executed this Agreement as of the Effective Date.

       

      
        
          
            
              
                	
                        PRIMAL
      SOLUTIONS, INC.

                      	
                        BILLWISE,
      INC.

                      
	
                        By:  /s/ John E.
      Rehfeld                                                  
                                                                    

                      	
                        By:   /s/ Joseph R.
      Simrell                                              
                                                                   

                      
	
                        Name:
      John E. Rehfeld

                      	
                        Name:
      Joseph R. Simrell

                      
	
                        Title:
      Authorized Person

                      	
                        Title:
      President

                      
	
                         

                        WIRELESS
      BILLING SYSTEMS

                      	 
      
	
                        By:   /s/ John E.
      Rehfeld                                                 
                                                                   

                      	 
      
	
                        Name:
      John E. Rehfeld

                      	 
      
	
                        Title:
      Authorized Person

                      	 
      


              

            

          

        

      

      


      


      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      




    Exhibit
B

    


    


    ROYALTY
ASSIGNMENT

    


    (attached)

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
       

      ASSIGNMENT OF ROYALTIES AND
RIGHTS

       

       

                 THIS
ASSIGNMENT OF ROYALTIES AND RIGHTS (this “Assignment”) is dated as of
January 15, 2009, and is entered into by PRIMAL SOLUTIONS, INC., a
Delaware corporation with an address at 19732 MacArthur Boulevard, Suite 100,
Irvine, California 92612 (“Primal”), and WIRELESS BILLING SYSTEMS, a
California corporation with an address at 19732 MacArthur Boulevard, Suite 100,
Irvine, California 92612 (“WBS”; Primal and WBS
hereinafter collectively “Assignor”), in favor of the
parties indicating their acceptance below, each with an address at 527 Madison
Avenue, Suite 2600, New York, New York 10022 (collectively  “Assignee”).

       

      WHEREAS, Assignor and
BillWise, Inc.(“BillWise”) have entered into a
certain Asset Purchase Agreement entered into effective as of January 1, 2009, a
copy of which is annexed hereto as Exhibit  A
(the “Asset Purchase
Agreement”), pursuant to which, inter alia, Assignor has
agreed to sell to BillWise certain of Assignor’s assets (the “Transferred Assets”);
and

       

      WHEREAS, pursuant to Section
2.2 of the Asset Purchase Agreement, Assignor is entitled to receive certain
royalties as defined in the Asset Purchase Agreement (“Royalties”) payable by
BillWise; and

       

      WHEREAS, pursuant to that
certain Pledge and Security Agreement dated as of March 31, 2006 by and between
Assignor and Assignee (the “Pledge and Security
Agreement”), the Transferred Assets are subject to a lien and security
interest in favor of Assignee; and

       

      WHEREAS, the transactions
contemplated by the Asset Purchase Agreement constitute an Event of Default
under the Pledge and Security Agreement; and

       

      WHEREAS, Assignor has
requested that Assignee consent to the transfer of the Transferred Assets
pursuant to the Asset Purchase Agreement and release Assignee’s lien on the
Transferred Assets; and

       

      WHEREAS, Assignee is willing
to consent to the transfer of the Transferred Assets and to the release of
Assignee’s lien thereon, provided that, in connection with the transactions
contemplated by the Asset Purchase Agreement, Assignor sell, transfer and convey
to Assignee the Assigned Assets (hereinafter defined);

       

      NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Primal and WBS hereby jointly and severally hereby agree in favor
of Assignee as follows:

       

      
        	
                1.  

              	
                Assignor
      does hereby grant, bargain, sell, assign, set over, convey and transfer to
      Assignee: (i) all of Assignor’s right, title and interest in and to all
      Royalties; (ii) all rights to reimbursement and payment of all other sums
      described in Section 2.2 of the
Asset

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  Purchase
      Agreement; (iii) all rights of Assignor under the Asset Purchase Agreement
      to preserve, protect and enforce the payment and reimbursement obligations
      under Section 2.2 of the Asset Purchase Agreement; and (iv) all
      indemnification rights under Article 12 of the Asset Purchase Agreement to
      the extent pertaining to any of the foregoing (items (i) through and
      including (iv) collectively the “Assigned Assets”); TO
      HAVE AND TO HOLD THE SAME unto Assignee, Assignee’s heirs, successors and
      assigns, forever.

                


        

         

      

      
        	
                2.  

              	
                Assignor,
      for itself, its heirs, successors and assigns, by these presents does
      agree to warrant and defend title in the Assigned Assets in favor of
      Assignee, Assignee’s heirs, successors and assigns, against all claims
      whatsoever.

              


      

       

      
        	
                3.  

              	
                Assignor
      represents and warrants to Assignee that Assignor is the sole and
      exclusive legal and equitable owner of, and has good and marketable title
      to and right to convey, the Assigned Assets, free and clear of any
      mortgages, pledges, liens, claims, security interests, agreements,
      restrictions, defects in title, easements, encumbrances or charges
      whatsoever except for liens and security interests in favor of
      Assignee.  Assignor further represents and warrants to Assignee
      that Assignor has duly authorized this Assignment and that it is
      enforceable against Assignor in accordance with its
      terms.  Assignor further represents and warrants to Assignee
      that, immediately prior to the execution and delivery hereof by Assignor,
      Assignor has a first priority, perfected lien upon and security interest
      in the Transferred Assets.

              


      

       

      
        	
                4.  

              	
                Nothing
      contained in this Assignment shall be construed to release, impair or
      otherwise affect Assignee’s lien upon and security interest in all
      Collateral (as defined in the Pledge and Security Agreement) including,
      but not limited to, all rights of Assignor under the Asset Purchase
      Agreement not otherwise conveyed by Assignor to Assignee
      hereby.

              


      

       

      
        	
                5.  

              	
                Assignor
      hereby authorizes Assignee to take any and all appropriate action to
      protect the right, title and interest hereby conveyed in connection with
      the Assigned Assets in the name of Assignee or any other name (but for the
      benefit of Assignee and its successors and assigns) against each and every
      person or persons whomsoever claiming or asserting any claim against any
      or all of the same.

              


      

      
         

        
          	
                  6.  

                	
                  Assignor
      agrees to execute and deliver from time to time any additional agreements
      and instruments that Assignee reasonably determines are required to
      perfect or confirm Assignee’s right,
title

                


        

         

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                6.  

              	
                and
      interest in and to the Assigned Assets and the assignment contemplated
      hereby.

              


      

       

      
        	
                7.  

              	
                This
      Assignment may be executed in any number of counterparts, all such
      counterparts shall be deemed to constitute one and the same instrument,
      and each of the executed counterparts shall be deemed an original
      hereof.

              


      

       

      
        	
                8.  

              	
                This
      Assignment shall be governed by, and construed in accordance with, the law
      (both substantive and procedural) of the State of New York, exclusive of
      the application of conflict of laws principles.  This Assignment
      shall be binding upon Assignor, its heirs, successors and assigns, and
      shall inure to the benefit of Assignee, its heirs, successors and
      assigns.

              


      

       

       

      ASSIGNOR HEREBY ACKNOWLEDGES
THAT Assignee has designated Special Situations Fund III QP, L.P. (the
“Agent”) as Assignee’s
agent hereunder to act on Assignee’s behalf and to deal with Assignor and all
others in all matters in connection with this Assignment.  All actions
authorized to be taken or to not taken by the Assignee hereunder shall be taken
or not taken by the Agent on behalf of Assignee.

       

       

       [signature
page follows]

       


      
        
          
                                                                             


          

           


        

        
           
3

          
            

          

        

        
           


        

      


       

      


       

      IN WITNESS WHEREOF, Assignor
has duly executed this Assignment as of the first date written
above.

       

      


       

      PRIMAL SOLUTIONS, INC.

       

      


       

      By: /s/ John E.
Rehfeld                                                                           


      Name: John
E. Rehfeld

      Title:    Authorized
Person

      


      


      


      WIRELESS
BILLING SYSTEMS

       

      


       

      By: /s/ John E.
Rehfeld                                                                         
  

      Name: John
E. Rehfeld

      Title:    Authorized
Person

      


      


      


      


      ACCEPTED:

      


      SPECIAL
SITUATIONS FUND III QP, L.P.,

      SPECIAL
SITUATIONS FUND III, L.P.

      SPECIAL
SITUATIONS PRIVATE EQUITY FUND, L.P.

      SPECIAL
SITUATIONS TECHNOLOGY FUND, L.P.

      SPECIAL
SITUATIONS TECHNOLOGY FUND II, L.P.

      


      


      


      By: /s/ David M.
Greenhouse                                                  


      Name:
David M. Greenhouse

      Title:
Managing Director


      
        
          
                                                                             


          

           


        

        
          4 


          
            

          

        

        
           


        

      


      


      


      


      CONSENT AND
ACKNOWLEDGMENT

      


      The undersigned hereby consents to the
assignment hereinabove set forth and agrees: (i) to make payment of all
Royalties directly to Agent without offset, defense or counterclaim whatsoever;
(ii) to send to Assignee all statements, notices and other communications
required or permitted pursuant to Section 2.2 of the Asset Purchase Agreement,
and (iii) to recognize Assignee as  the party entitled to exercise all
rights of Assignor under the Asset Purchase Agreement with respect to the
Assigned Assets including, but not limited to, the right to audit the books and
records of BillWise under Section 2.2(d) of the Asset Purchase
Agreement.

      


      Date:  January 15,
2009.

      


      


      BILLWISE,
INC.

      


      


      By: /s/ Joseph R.
Simrell                                  


      Name: 
Joseph R. Simrell

      Title 
President


      
        
          
                                                                             


          

           


        

        
          5 


          
            

          

        

        
           


        

      


      


       

      STATE OF
California )

      COUNTY OF
Orange )

      


      


      On
January 13, 2009, before me, Jayne Freed, the undersigned, Notary Public in and
for said State, personally appeared: 

      
                                                                      
John E.
Rehfeld                                                                                             


                                                           Name
of Signer(s)

       

      Who
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.

       

      I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

       

      WITNESS
my hand and official seal.

       

       

       

       

       

       

       

      Signature /s/
Jayne
Freed                                       
            (Seal)

      


      



      
        
          
          

           


        

        
          6 


          
            

          

        

        
           


        

      


      
        


         

        


        STATE OF
California )

        COUNTY OF
Orange )

        


        


        On
January 13, 2009, before me, Jayne Freed, the undersigned, Notary Public in and
for said State, personally appeared: 

        
                                                                      
John E.
Rehfeld                                                                                             


                                                             Name
of Signer(s)

        


        Who
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.

        


        I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

        


        WITNESS
my hand and official seal.

        


        


        


        


        


        


        


        Signature /s/ Jayne
Freed                                       
            (Seal)

        


          
            
              
                                                                                 


              

               


            

            
              7 


              
                

              

            

            
               


            

          



      

      
        


        ACKNOWLEDGMENT

        


        STATE OF
California )

        COUNTY OF
Orange )

        


        


        On
January 15, 2009, before me, Terrea Tamanaha, the undersigned, Notary Public in
and for said State, personally appeared: 

        
                                                             
        Joseph R.
Simrell    
                                                                                             


                                                             Name
of Signer(s)

        


        Who
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.

        


        I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

        


        WITNESS
my hand and official seal.

        


        


        


        


        


        


        


        Signature /s/ Terrea
Tamanaha                                                    (Seal)

        


          
            
              
                                                                                


              

               


            

            
              8 


              
                

              

            

            
               


            

          



      

      STATE OF
__________________  )

      COUNTY OF
________________  )

      


      


      On
______________________, 2009, before me, ___________________________________,
the undersigned, Notary Public in and for said State, personally appeared:


      


      


                                                           Name
of Signer(s)

      


      Who
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.

      


      I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

      


      WITNESS
my hand and official seal.

      


      


      


      


      


      


      


      Signature             (Seal)

      


      



      
        
          
                                                                             


          

           


        

        
          9 


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      [attach
Asset Purchase Agreement]


      
        
          
                                                                              


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    Exhibit
C

    


    


    UCC
TERMINATION STATEMENTS

    


    (attached)

    


    


    


    


    



    
      
        
                                                                       


        

         


      

      
        9