proginet10q103108ex10-23.htm


    
      

      

    

    Exhibit 10.23

    FINAL

    
      REDACTED
COPY

      


       

      


       

      


       

      ASSET
EXCHANGE AGREEMENT

       

      between

       

      BETA
SYSTEMS SOFTWARE OF NORTH AMERICA, INC.,

       

      BETA
SYSTEMS SOFTWARE OF CANADA LTD.

       

      and

       

      PROGINET
CORPORATION

       

      dated
effective as of

       

      October
1, 2008

       

      


      


      


      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                TABLE
      OF CONTENTS

              	
                REDACTED
      COPY

              
	 
      	 
      	 
      
	 
      	 
      	
                Page

              


      

       

      ARTICLE
1

      INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Schedules

              	
                8

              
	
                1.3

              	
                Exhibits

              	
                8

              
	
                1.4

              	
                Conflicts

              	
                8

              
	
                1.5

              	
                References

              	
                8

              
	
                1.6

              	
                Headings

              	
                9

              
	
                1.7

              	
                Singular/Plural;
      Derivatives

              	
                9

              
	
                1.8

              	
                Business
      Day

              	
                9

              
	
                1.9

              	
                Beta's
      Knowledge

              	
                9

              
	
                1.10

              	
                Proginet's
      Knowledge

              	
                9

              
	 
      	
                ARTICLE
      2

              	 
      
	 
      	
                ASSET
      EXCHANGE

              	
                 
      

              
	
                2.1

              	
                Asset
      Exchange

              	
                10

              
	
                2.2

              	
                Acquisition
      Price

              	
                10

              
	
                2.3

              	
                Sales
      Taxes

              	
                10

              
	
                2.4

              	
                Trade
      Accounts Receivable

              	
                11

              
	 
      	
                ARTICLE
      3

              	
                 
      

              
	 
      	
                CLOSING

              	
                 
      

              
	
                3.1

              	
                Place
      and Time of Closing

              	
                11

              
	
                3.2

              	
                Deliveries
      at Closing

              	
                11

              
	
                3.3

              	
                Contract
      Lists

              	
                13

              
	
                3.4

              	
                Physical
      Deliveries

              	
                13

              
	 
      	
                ARTICLE
      4

              	 
      
	 
      	
                CONVEYANCES

              	 
      
	
                4.1

              	
                Conveyances

              	
                13

              
	 
      	
                ARTICLE
      5

              	 
      
	 
      	
                REPRESENTATIONS
      AND WARRANTIES OF PARTIES

              	
                 
      

              
	
                5.1

              	
                Each
      Party's Representations and Warranties

              	
                14

              
	
                5.2

              	
                Beta
      Canada's Representations and Warranties

              	
                15

              
	
                5.3

              	
                Beta
      America's Representations and Warranties

              	
                17

              
	
                5.4

              	
                Proginet's
      Representations and Warranties

              	
                18

              
	
                5.5

              	
                Survival
      of Representations and Warranties

              	
                20

              
	
                5.6

              	
                No
      Additional Representations or Warranties by any Party

              	
                21

              
	 
      	
                ARTICLE
      6

              	 
      
	 
      	
                LIABILITIES
      AND INDEMNITIES

              	 
      
	
                6.1

              	
                Responsibility
      of Beta Canada

              	
                21

              
	
                6.2

              	
                Responsibility
      of Beta America

              	
                21

              
	
                6.3

              	
                Responsibility
      of Proginet

              	
                21

              


      

      


      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      
        	
                DAL02:525849.7

              	
                -i-

              	 
      


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                TABLE
      OF CONTENTS

              	
                REDACTED
      COPY

              
	 
      	
                (continued)

              	 
      
	 
      	 
      	
                Page

              


      

       

      
        	
                6.4

              	
                Limit
      on Responsibility

              	
                22

              
	
                6.5

              	
                Insurance

              	
                22

              
	
                6.6

              	
                Sole
      Right and Remedy

              	
                22

              
	
                6.7

              	
                Procedure
      - Indemnities

              	
                22

              
	
                6.8

              	
                No
      Limitation

              	
                23

              
	 
      	
                ARTICLE
      7

              	 
      
	 
      	
                POST-CLOSING
      OBLIGATIONS

              	 
      
	
                7.1

              	
                Post-Closing

              	
                23

              
	
                7.2

              	
                Further
      Assurances

              	
                24

              
	
                7.3

              	
                Transition
      Services

              	
                24

              
	 
      	
                ARTICLE
      8

              	 
      
	 
      	
                GOVERNING
      LAW AND DISPUTE RESOLUTION

              	 
      
	
                8.1

              	
                Governing
      Law

              	
                25

              
	
                8.2

              	
                Dispute
      Resolution

              	
                25

              
	
                8.3

              	
                Consent
      to Jurisdiction; Waiver of Jury Trial

              	
                26

              
	 
      	
                ARTICLE
      9

              	 
      
	 
      	
                NOTICES

              	 
      
	
                9.1

              	
                Addresses
      for Service

              	
                27

              
	
                9.2

              	
                Service
      of Notice

              	
                27

              
	
                9.3

              	
                Change
      of Address for Service

              	
                28

              
	 
      	
                ARTICLE
      10

              	
                 
      

              
	 
      	
                MISCELLANEOUS

              	
                 
      

              
	
                10.1

              	
                Supersedes
      Previous Agreements; Amendment

              	
                28

              
	
                10.2

              	
                Entire
      Agreement

              	
                28

              
	
                10.3

              	
                Assignment

              	
                28

              
	
                10.4

              	
                Time
      of the Essence

              	
                28

              
	
                10.5

              	
                Enurement

              	
                28

              
	
                10.6

              	
                Counterpart
      Execution

              	
                29

              
	
                10.7

              	
                Public
      Securities Filings

              	
                29

              
	 
      	 
      	 
      


      

      


      


      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      
        	
                DAL02:525849.7

              	
                -ii-

              	 
      


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      REDACTED
COPY

      


       

      ASSET EXCHANGE
AGREEMENT

       

      THIS
AGREEMENT is dated effective as of October 1, 2008.

       

      BETWEEN:

       

      BETA SYSTEMS SOFTWARE OF NORTH
AMERICA, INC., a Delaware corporation, having an office in the City of
Herndon, in the State of Virginia ("Beta America"),

       

      BETA SYSTEMS SOFTWARE OF CANADA
LTD., a body corporate having an office in the City of Calgary in the
Province of Alberta ("Beta
Canada") and

       

      PROGINET CORPORATION, a
Delaware corporation, having an office in Garden City, in the State of New York
("Proginet").

       

      WHEREAS:

       

      The
Parties are desirous of exchanging certain assets and taking other actions all
in accordance with the terms and conditions contained herein.

       

      AGREEMENT:

       

      NOW
THEREFORE in consideration of the premises hereto and of the covenants,
warranties, representations and agreements herein set forth and provided for,
the Parties covenant and agree as follows:

       

      ARTICLE
1

      INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement, the words and phrases set forth below shall have the meaning ascribed
thereto, namely:

       

      
        	
                 
      

              	
                (a)

              	
                "AAA" has the meaning
      attributed to it in Section
      8.2(b);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                "Additional Indemnitees"
      means, with respect to any Person to which indemnification is granted
      pursuant to Article
      6, its Affiliates and the respective directors, officers, servants,
      agents, advisors and employees of that Person and its
      Affiliates;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                "Affiliate" means, in
      respect of a Person, any other Person or group of Persons acting in
      concert, directly or indirectly, that controls, is controlled by or under
      common control with the first mentioned Person, and for the purposes of
      this definition "control" means the
      possession, directly or indirectly, by such Person or group of Persons
      acting in concert of the power to direct or cause the direction of the
      management and policies of the first mentioned Person, whether through the
      ownership of voting securities or
otherwise;

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 2
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (d)

              	
                "Agreement" means this
      document, together with the Schedules attached hereto and made a part
      hereof, all as amended, supplemented or modified from time to time in
      accordance with the provisions
hereof;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                "Agreement Default" means
      any material breach of a representation or warranty made by a Party, or
      the failure of a Party to perform or observe in any material respect any
      of the covenants or agreements to be performed by such Party under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                "Applicable Law" means,
      in relation to any Person, transaction or event, all applicable provisions
      of laws, statutes, rules, regulations, official directives and orders of
      all federal, provincial, municipal and local governmental bodies (whether
      administrative, legislative, executive or otherwise) and final,
      non-appealable judgements, orders and decrees of all courts, arbitrators,
      commissions or bodies exercising similar functions in actions or
      proceedings in which the Person in question is a party, by which it is
      bound or having application to the transaction or event in
      question;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                "Assets" means the Beta
      Canada Assets or Proginet Assets, as the case may
  be;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                "Beta" means Beta America
      and Beta Canada;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                "Beta America" means Beta
      Systems Software of North America,
Inc.;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                "Beta America Contract
      Assignment" means the assignment and assumption agreement whereby
      Beta America conveys the Beta America Contracts to Proginet and Proginet
      assumes certain obligations related to the Beta America
      Contracts;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                "Beta America Contracts"
      means all contracts, agreements and arrangements related to the Beta
      Products by which Beta or its Affiliates, on the one hand, and the
      customers listed in Schedule 5.3(d), on the other
      hand, are bound;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                "Beta Canada" means Beta
      Systems Software of Canada Ltd.;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                "Beta Canada Asset
      Assignment" means the assignment agreement whereby Beta Canada
      conveys the Beta Canada Assets to
Proginet;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                "Beta Canada Assets"
      means all the properties, assets, interests and rights of Beta Canada
      which are related to the Beta Products including the
      following:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Beta Canada Intellectual Property and Beta Canada
    Technology;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Beta Canada Books and Records; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      proceeds of any or all of the foregoing received or receivable after the
      Effective Time;

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 3
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (o)

              	
                "Beta Canada Books and
      Records" means all books, records, files and papers related to the
      Beta Products including drawings, engineering information, manuals and
      data, sales and advertising materials, sales and purchases correspondence,
      trade association files, research and development records, lists of
      present and former customers, distributors and suppliers and all copies
      and recordings of the foregoing;

              


      

       

      
        	
                 
      

              	
                (p)

              	
                "Beta Canada Intellectual
      Property" means all rights to and interests
  in:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      trade dress and brand names, logos, slogans, domain names, trade-marks
      (whether used with wares or services and including the goodwill attaching
      to such trade marks) and all registrations and applications for trade
      marks (all future income from such trade marks) related to the Beta
      Products, all of which are listed in Schedule
      5.2(a);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      inventions, patents, patent rights, patent applications (including all
      reissues, divisions, continuations, continuations-in-part and extensions
      of any patent or patent application), industrial designs and applications
      for registration of industrial designs related to the Beta Products, all
      of the registrations or applications for registration of which are listed
      in Schedule
      5.2(a);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      copyrights, registrations and applications for copyrights (and all future
      income from such copyrights) related to the Beta Products, all of the
      registrations or applications for registration of which are listed in
      Schedule
      5.2(a);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                all
      rights and interests in and processes, lab journals, notebooks, data,
      trade secrets, designs, know-how, product formula and information,
      manufacturing, engineering and other drawings and manuals, technology,
      blue prints, research and development reports, agency agreements,
      technical information, technical assistance, engineering data, design and
      engineering specifications, and similar materials recording or evidencing
      expertise, information or technology related to the
      Beta  Business;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                all
      of the intellectual property affected by the registrations and
      applications for registration listed in Schedule 5.2(a) and the
      permissions and licenses listed in Schedule
      5.2(a);

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                all
      other intellectual and industrial property rights throughout the world
      related to the Beta Products;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                all
      licenses of the intellectual property granted by Beta Canada to third
      persons and listed in items (i) to (vi) above;

              
	 	 	 
	 	(viii)  	all
      future income and proceeds from any of the intellectual property listed in
      items (i) to (vi) above and the licenses listed in item (vii) above;



      

       

      [***] Confidential Treatment Requested

        Confidential
portion omitted and filed separately with the Commission

      

       

      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 4
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                all
      documentation, packaging and media relating to the intellectual property
      described in items (i) to (viii) above, including all computer disks, CD
      ROMs and other storage media containing any such intellectual property and
      all inventory, boxes, wrapping and other packaging material;
      and

              


      

       

      
        	
                 
      

              	
                (x)

              	
                all
      rights to damages, royalties and profits by reason of the past, present or
      future infringement or other misuse of any of the intellectual property
      listed in items (i) to (vii) above.

              


      

       

      
        	
                 
      

              	
                (q)

              	
                "Beta Canada Technology"
      means all computer software (including source code and object code),
      operating systems, browsers, user interfaces, algorithms, architecture,
      structure, display screens, layouts, development tools, instructions,
      templates, servers, hardware, technical information, engineering data or
      reports or other technology or related information all of which are
      developed, licensed or owned by Beta Canada and whether completed or in
      the course of development all as related to the Beta
    Products;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                "Beta Products" means the
      products of Beta related to the Harbor NSM and Harbor HFT product
      lines;

              


      

       

      
        	
                 
      

              	
                (s)

              	
                "Business Day" means a
      week day (other than a Saturday or Sunday), excluding all statutory
      holidays under Applicable Law;

              


      

       

      
        	
                 
      

              	
                (t)

              	
                "Closing" means the
      transfer of (i) the Proginet Assets (other than the Proginet Contracts) by
      Proginet to Beta Canada, (ii) the Proginet Contracts by Proginet to Beta
      America, (iii) the Beta Canada Assets by Beta Canada and the Beta America
      Contracts by Beta America to Proginet, and the completion of all matters
      incidental thereto, all as contemplated by this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (u)

              	
                "Closing Date" means the
      date of this Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                "Effective Time" means
      12:01 a.m. Eastern Time on October 1,
2008;

              


      

       

      
        	
                 
      

              	
                (w)

              	
                "include" and "including" mean
      "include, without limitation" and "including, without limitation",
      respectively;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                "Indemnifiable Losses"
      means all losses, costs, damages, expenses, charges, fines, penalties,
      assessments or other liabilities whatsoever (including reasonable
      attorneys fees and expenses), but does not (except to the extent claimed
      by a third Person) include consequential, incidental, economic or punitive
      losses, damages or claims;

              


      

       

      
        	
                 
      

              	
                (y)

              	
                "Indemnified Party" has
      the meaning attributed to it in Section
      6.7;

              


      

       

      
        	
                 
      

              	
                (z)

              	
                "Indemnifying Party" has
      the meaning attributed to it in Section
      6.7;

              
	 	 	 
	 	(aa)   	
                "License Agreement" means
      the agreement whereby Proginet will grant an exclusive license to Beta
      America to sell, maintain and modify Proginet’s Secure-Line Products (as
      such term is defined in the License Agreement), in the form attached
      hereto as Exhibit
      A;
      

              


      

       

      [***] Confidential Treatment
Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 5
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                "Maintenance and Support
      Agreement" means the agreement whereby Beta Canada will provide
      maintenance and support services for the Harbor products to Proginet, in
      the form attached hereto as Exhibit
    B;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                "Master Distributor
      Agreement" means the agreement whereby Beta Systems Software AG or
      any of its distributors, subsidiaries or associated companies, will become
      the master distributor for Proginet's CFI Suite in Europe, in the form
      attached hereto as Exhibit
    C;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                "Notice of Claim" means a
      notice by a Party on behalf of itself or one or more Additional
      Indemnities (if applicable) of a claim for Indemnifiable Losses pursuant
      to Sections 6.1, 6.2 or
      6.3, as applicable, together with detailed particulars as to the
      nature and amount of the claim, the basis which it is sought and the
      provisions of this Agreement applicable to such
  claim;

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                "Parties" means Beta
      Canada, Beta America and Proginet and "Party" means one of
      them, as the context may indicate;

              


      

       

      
        	
                 
      

              	
                (ff)

              	
                "Permitted Security
      Interests" means (a) mechanic’s, materialman’s, warehouseman’s,
      carrier’s and similar liens for labor, materials or supplies incurred in
      the ordinary course of business, (b) purchase money security interests
      arising in the ordinary course of business, and (c) liens for taxes,
      assessments and other governmental charges not yet due and
      payable;

              


      

       

      
        	
                 
      

              	
                (gg)

              	
                "Person" includes an
      individual, a partnership (limited or general), a corporation, a limited
      liability company, a trust, a joint venture, an unincorporated
      organization, a union, a government or any department or agency thereof
      and the heirs, executors, administrators or other legal representatives of
      an individual;

              


      

       

      
        	
                 
      

              	
                (hh)

              	
                "Place of Closing" means
      the offices of Beta Systems Software AG, or such other place as may be
      agreed by the Parties;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                "Proginet" means Proginet
      Corporation;

              


      

       

      
        	
                 
      

              	
                (jj)

              	
                "Proginet Asset
      Assignment" means the assignment agreement whereby Proginet conveys
      the Proginet Assets to Beta Canada;

              


      

       

      
        	
                 
      

              	
                (kk)

              	
                "Proginet Assets" means
      all the properties, assets, interests and rights of Proginet which are
      related to the Proginet Products including the
  following:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Proginet Intellectual Property and the Proginet
  Technology;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Proginet Books and Records;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Proginet Contracts; and

              
	 	 	 
	 	
                (iv)  

              	
                all
      proceeds of any or all of the foregoing received or receivable after the
      Effective Time.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	 
      	
                - 6
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (ll)

              	
                "Proginet Books and
      Records" means all books, records, files and papers related to the
      Proginet Products including drawings, engineering information, manuals and
      data, sales and advertising materials, sales and purchases correspondence,
      trade association files, research and development records, lists of
      present and former customers, distributors and suppliers and all copies
      and recordings of the foregoing;

              
	 	 	 
	 	
                (mm)

              	
                "Proginet Contract
      Assignment" means the assignment and assumption agreement whereby
      Proginet conveys the Proginet Contracts to Beta America and Beta America
      assumes certain obligations related to the Proginet
    Contracts;

              


      

       

      
        	
                 
      

              	
                (nn)

              	
                "Proginet Contracts"
      means all contracts, agreements and arrangements related to the Proginet
      Products, by which Proginet, on the one hand, and the customers listed in
      Schedule 5.4(f),
      on the other hand, are bound;

              


      

       

      
        	
                 
      

              	
                (oo)

              	
                "Proginet Intellectual
      Property" means all rights to and interests
  in:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      trade dress and brand names, logos, slogans, domain names, trade-marks
      (whether used with wares or services and including the goodwill attaching
      to such trade marks) and all registrations and applications for trade
      marks (all future income from such trade marks) related to the Proginet
      Products, all of which are listed in Schedule
      5.4(a);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      inventions, patents, patent rights, patent applications (including all
      reissues, divisions, continuations, continuations-in-part and extensions
      of any patent or patent application), industrial designs and applications
      for registration of industrial designs related to the Proginet Products,
      all of the registrations or applications for registration of which are
      listed in Schedule
      5.4(a);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      copyrights, registrations and applications for copyrights (and all future
      income from such copyrights) related to the Proginet Products, all of the
      registrations or applications for registration of which are listed in
      Schedule
      5.4(a);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                all
      rights and interests in and processes, lab journals, notebooks, data,
      trade secrets, designs, know-how, product formula and information,
      manufacturing, engineering and other drawings and manuals, technology,
      blue prints, research and development reports, agency agreements,
      technical information, technical assistance, engineering data, design and
      engineering specifications, and similar materials recording or evidencing
      expertise, information or technology related to the Proginet
      Products;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                all
      of the intellectual property affected by the registrations and
      applications for registration listed in Schedule 5.4(a) and the
      permissions and licenses listed in Schedule
      5.4(a);

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                all
      other intellectual and industrial property rights throughout the world
      related to the Proginet Products;

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 7
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                all
      licenses of the intellectual property granted by Proginet to third persons
      and listed in items (i) to (vi) above;

              
	 	 	 
	 	
                (viii)

              	
                all
      future income and proceeds from any of the intellectual property listed in
      items (i) to (vi) above and the licenses listed in item (vii)
      above;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                all
      documentation, packaging and media relating to the intellectual property
      described in items (i) to (viii) above, including all computer disks, CD
      ROMs and other storage media containing any such intellectual property and
      all inventory, boxes, wrapping and other packaging
    material;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                all
      rights to damages, royalties and profits by reason of the past, present or
      future infringement or other misuse of any of the intellectual property
      listed in items (i) to (vii) above;

              


      

       

      
        	
                 
      

              	
                (pp)

              	
                "Proginet Products" means the
      products of Proginet related to the SecurPass product
  line;

              


      

       

      
        	
                 
      

              	
                (qq)

              	
                "Proginet Technology"
      means all computer software (including source code and object code),
      operating systems, browsers, user interfaces, algorithms, architecture,
      structure, display screens, layouts, development tools, instructions,
      templates, servers, hardware, technical information, engineering data or
      reports or other technology or related information all of which are
      developed, licensed or owned by Proginet and are related to the Proginet
      Products and whether completed or in the course of development, all as
      related to the Proginet Products;

              


      

       

      
        	
                 
      

              	
                (rr)

              	
                "Sales Taxes" has the
      meaning attributed to it in Section
      2.3;

              


      

       

      
        	
                 
      

              	
                (ss)

              	
                "SEC" has the meaning
      attributed to it in Section
      10.7;

              


      

       

      
        	
                 
      

              	
                (tt)

              	
                "Security Interest" means
      any mortgage, pledge, hypothecation, lien (statutory or otherwise),
      preference, priority, security agreement or other encumbrance affecting
      title to such asset;

              


      

       

      
        	
                 
      

              	
                (uu)

              	
                "Secur-Line Contract
      Assignment" means the assignment and assumption agreement whereby
      Proginet conveys the Secur-Line Contracts to Beta America and Beta America
      assumes certain obligations related to the Secur-Line
      Contracts;

              


      

       

      
        	
                 
      

              	
                (vv)

              	
                "Secur-Line Contracts"
      means all contracts, agreements and arrangements related to the SecurForce
      product line and the SecurAccess product line, by which Proginet, on the
      one hand, and the customers listed in Schedule 5.4(f), on the
      other hand, are bound;

              
	 	 	 
	 	(ww) 	"Survival Period" means,
      other than for claims related to Taxes (including Sales Taxes), a period
      beginning on the Closing Date and ending 12 months after the Closing
      Date;


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                - 8
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (xx)

              	
                "Tax Survival Period"
      means, for claims related to Taxes (including Sales Taxes) a period
      beginning on the Closing Date and ending 24 months after the Closing
      Date;

              


      

       

      
        	
                 
      

              	
                (yy)

              	
                "Taxes" means all taxes,
      charges, fees, levies, imposts and other assessments, including all
      income, sales, use, goods and services, value added, capital, capital
      gains, alternative, net worth, transfer, profits, withholding, payroll,
      employment, government pension, employer health, excise, franchise, real
      property and personal property taxes, and any other taxes, customs duties,
      fees, assessments or similar charges in the nature of a tax, together with
      any instalments with respect thereto, and any interest, fines and
      penalties, imposed by any governmental authority (including federal,
      state, provincial, municipal and foreign governmental authorities), and
      whether disputed or not.

              


      

       

      
        	
                1.2

              	
                Schedules

              


      

       

      Appended
hereto are the following Schedules:

       

      
        	
                 
      

              	
                (a)

              	
                Schedule
      5.2(a)

              	
                -

              	
                Beta
      Canada Intellectual Property

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Schedule
      5.3(b)

              	
                -

              	
                Beta
      America Consents and Approvals

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Schedule
      5.3(d)

              	
                -

              	
                Beta
      America Customers and Distributors

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Schedule
      5.4(a)

              	
                -

              	
                Proginet
      Intellectual Property

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Schedule
      5.4(d)

              	
                -

              	
                Proginet
      Consents and Approvals

              
	 	 	 	 	 
	 	
                (f)

              	
                Schedule
      5.4(f)

              	
                -

              	
                Proginet
      Customers and Distributors

              


      

       

      all of
which are incorporated into and form part of this Agreement by this reference as
fully as though contained in the body of this Agreement.

       

      
        	
                1.3

              	
                Exhibits

              


      

       

      Appended
hereto are the following Exhibits:

       

      
        	
                 
      

              	
                (a)

              	
                Exhibit
    A

              	
                -

              	
                Form
      of License Agreement

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Exhibit
    B

              	
                -

              	
                Form
      of Maintenance and Support
Agreement

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Exhibit
    C

              	
                -

              	
                Form
      of Master Distributor Agreement

              


      

       

      
        	
                1.4

              	
                Conflicts

              


      

       

      Wherever
any provision of any Exhibit or Schedule to this Agreement conflicts with any
provision in the body of this Agreement, the provisions of the body of this
Agreement shall prevail.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	 
      	
                - 9
      -

              	
                REDACTED
      COPY

              


      

       

      
        	
                1.5

              	
                References

              


      

       

      The terms
"hereof", "herein", "hereunder", and similar expressions refer to this
Agreement, including any Schedules hereto, taken as a whole and not to any
particular Article, Section, subsection or other subdivision thereof and include
any agreement or instrument which amends, modifies, or is supplementary to this
Agreement.  References herein to an Exhibit or Schedule shall mean a
reference to the applicable Exhibit or Schedule to this
Agreement.  References in any Exhibit or Schedule to the "Agreement"
shall mean a reference to this Agreement.  References in any Exhibit
or Schedule to another Exhibit or Schedule shall mean a reference to an Exhibit
or Schedule to this Agreement.

       

      
        	
                1.6

              	
                Headings

              


      

       

      The
headings of Articles, Sections and subsections herein and in the Exhibits and
Schedules are inserted for convenience of reference only and shall not affect or
be considered to affect the construction of the provisions hereof.

       

      
        	
                1.7

              	
                Singular/Plural;
      Derivatives

              


      

       

      In this
Agreement words importing the masculine gender include the feminine and neuter
genders and vice versa, and words importing the singular include the plural and
vice versa.  Where a term is defined herein, a capitalized derivative
of such term shall have a corresponding meaning unless the context
requires.

       

      
        	
                1.8

              	
                Business
      Day

              


      

       

      Whenever
any payment to be made or action to be taken under this Agreement is required to
be made or taken on a day other than a Business Day, such payment shall be made
or action taken on the next Business Day following.

       

      
        	
                1.9

              	
                Beta's
      Knowledge

              


      

       

      Where in
this Agreement, or in any certificate or document delivered in connection
herewith or to effect any of the transactions contemplated hereby, any
statement, representation or warranty is made as to, or as being based on, the
awareness, knowledge, information or belief of Beta, such awareness, knowledge,
information or belief, as applicable, is limited to the actual knowledge of the
following persons based on information obtained by them in the course of
performing their duties for Beta and inquires made by them in connection with
their roles in implementing the transactions contemplated hereby:

       

      
        	 	
                Name

              	
                Title

              
	
                 

              	
                Harald
      Podzuweit

              	
                General
      Manager

              
	 	
                Kamyar
      Niroumand

              	
                President
      and Chief Executive Officer

              
	 	
                Scott
      Dimond

              	
                Director
      of Systems Engineering

              


      

       

      For these
purposes, knowledge does not include the knowledge of any other
Person.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      10 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                1.10

              	
                Proginet's
      Knowledge

              


      

       

      Where in
this Agreement, or in any certificate or document delivered in connection
herewith or to effect any of the transactions contemplated hereby, any
statement, representation or warranty is made as to, or as being based on, the
awareness, knowledge, information or belief of Proginet, such awareness,
knowledge, information or belief, as applicable, is limited to the actual
knowledge of the following persons based on information obtained by them in the
course of performing their duties for Proginet and inquires made by them in
connection with their roles in implementing the transactions contemplated
hereby:

       

      
        	 	
                Name

              	
                Title

              
	 	
                Sandy
      Weil

              	
                President
      and Chief Executive Officer

              
	 	
                Arne
      Johnson

              	
                Consultant
      to Proginet

              
	 	
                Kevin
      Bohan

              	
                Chief
      Information Officer

              


      

       

      For these
purposes, knowledge does not include the knowledge of any other
Person.

       

      ARTICLE
2

      ASSET
EXCHANGE

       

      
        	
                2.1

              	
                Asset
      Exchange

              


      

       

      Effective
as of the Effective Time, each of Beta Canada and Beta America hereby
respectively sells, conveys, and assigns the Beta Canada Assets and the Beta
America Contracts to Proginet and Proginet hereby purchases and receives such
Beta Canada Assets from Beta Canada and such Beta America Contracts from Beta
America, all in accordance with and subject to the terms and conditions set
forth in this Agreement.  Effective as of the Effective Time, Proginet
hereby sells and conveys the Proginet Assets to Beta Canada, except the Proginet
Contracts and the Secur-Line Contracts, which are hereby assigned by Proginet to
Beta America, and Beta Canada hereby purchases and receives such Proginet Assets
from Proginet and Beta America hereby receives the Proginet Contracts and the
Secur-Line Contracts, all in accordance with and subject to the terms and
conditions set forth in this Agreement.

       

      
        	
                2.2

              	
                Acquisition
      Consideration

              


      

       

      The
Parties hereby agree that the deemed value of the Beta Canada Assets and the
Beta America Contracts shall collectively be US$[***].  The Parties
further agree that the deemed value of the Proginet Assets and the Proginet
Contracts shall collectively be US$[***].  In addition, the Parties
acknowledge and agree that the consideration for transfer of the Secur-Line
Contracts from Proginet to Beta America shall be the Royalty Fees payable by
Beta America pursuant to the License Agreement.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      11 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                2.3

              	
                Sales
      Taxes

              


      

       

      Proginet
shall be liable for and shall pay any and all federal, provincial, state,
municipal and other sales taxes, value added taxes, transfer taxes, duties,
registration fees or other like charges (collectively, together with any
interest, penalties, fees, additions to tax or other additional amounts imposed
thereon, the "Sales
Taxes") properly payable upon or in connection with the conveyance or
transfer of the Beta Canada Assets and the Beta America
Contracts.  Proginet shall indemnify Beta Canada and Beta America, as
applicable, for any amounts (including penalties and interest) for which Beta
Canada and Beta America may become liable as a result of any failure by Proginet
to pay any such Sales Taxes.  Beta Canada shall be liable for and
shall pay any and all Sales Taxes properly payable upon or in connection with
the conveyance or transfer of the Proginet Assets.  Beta Canada shall
indemnify Proginet for any amounts (including penalties and interest) for which
Proginet may become liable as a result of any failure by Beta Canada to pay any
such Sales Taxes.  Beta America shall be liable for and shall pay any
and all Sales Taxes properly payable upon or in connection with the conveyance
or transfer of the Proginet Contracts and the Secur-Line
Contracts.  Beta America shall indemnify Proginet for any amounts
(including penalties and interest) for which Proginet may become liable as a
result of any failure by Beta America to pay any such Sales
Taxes.  The Parties agree to take all commercially reasonable steps to
minimize the Sales Taxes that may payable on the transactions contemplated by
this Agreement.

       

      
        	
                2.4

              	
                Trade Accounts
      Receivable

              


      

       

      Each
Party will retain all collected payments from end-customers, even if such
payments were collected in advance for services, which will be performed after
September 30, 2008 by the other Party.  Each Party also retains the
right to collect any accounts receivable from customers outstanding immediately
prior to the Effective Time.  All other accounts receivable shall
transfer with the applicable contracts.

       

      ARTICLE
3

      CLOSING

       

      
        	
                3.1

              	
                Place and Time of
      Closing

              


      

       

      Closing
shall take place at the Place of Closing on the Closing Date.

       

      
        	
                3.2

              	
                Deliveries at
      Closing

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Beta Canada
      Deliveries.  At the Closing, Beta Canada shall deliver,
      or shall cause to be delivered, the following to
  Proginet:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Beta Canada Assets;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Beta Canada Asset Assignment executed by Beta
  Canada;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Proginet Asset Assignment executed by Beta
  Canada;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      other conveyances required by Section
      4.1(a);

              
	 	 	 
	 	
                (v)  

              	
                an
      officer-certified copy of resolutions of the board of directors of Beta
      Canada which resolutions authorize the execution and delivery of this
      Agreement and the completion of the transfer of the Beta Canada Assets and
      the other transactions contemplated by this
  Agreement;

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      12 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                certificates
      of status from appropriate authorities, dated as of or within three
      Business Days of the Closing Date, as to the legal existence of Beta
      Canada and its qualification to do business in the jurisdiction in which
      it is organized;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                the
      Master Distributor Agreement executed by Beta Systems Software
      AG;

              
	 	 	 
	 	
                (viii)

              	
                the
      Maintenance and Support Agreement executed by Beta Canada;
    and

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                such
      other documents reasonably requested by Proginet to be delivered by Beta
      Canada at the Closing.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Beta America
      Deliveries.  At Closing, Beta America shall deliver, or
      cause to be delivered, the following to
  Proginet:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Beta America Contracts and all consents set forth on Schedule 5.3(b) (other
      than those Beta America Contracts for which third-party consents have not
      been received, to which Section 7.1 shall
      apply);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Beta America Contract Assignment executed by Beta
  America;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Proginet Contract Assignment executed by Beta
  America;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      Secur-Line Contract Assignment executed by Beta
  America;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      other conveyances required by Section
      4.1(a);

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                an
      officer-certified copy of resolutions of the board of directors of Beta
      America which resolutions authorize the execution and delivery of this
      Agreement and the completion of the transfer of the Beta America Contracts
      and the other transactions contemplated by this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                certificates
      of status from appropriate authorities, dated as of or within three
      Business Days of the Closing Date, as to the legal existence of Beta
      America and its qualification to do business in the jurisdiction in which
      it is organized;

              
	 	 	 
	 	
                (viii)

              	
                the
      License Agreement executed by Beta America;
and

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                such
      other documents reasonably requested by Proginet to be delivered by Beta
      America at the Closing.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Proginet
      Deliveries.  At the Closing, Proginet shall deliver, or
      cause to be delivered, the following to Beta
  Canada:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Proginet Assets, except the Proginet
Contracts;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Proginet Asset Assignment executed by Proginet;

              
	 	 	 
	 	
                (iii)  

              	
                the
      Beta Canada Asset Assignment executed by
  Proginet;

              


      

       

      
      

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      13 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      other conveyances required by Section
      4.1(b);

              


      

       

      
        	
                 
      

              	
                (v)

              	
                an
      officer-certified copy of resolutions of the board of directors of
      Proginet which resolutions authorize the execution and delivery of this
      Agreement and the completion of the transfer of the Proginet Assets and
      the other transactions contemplated by this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                a
      certificate of status from the appropriate authority, dated as of or
      within three Business Days of the Closing Date, as to the legal existence
      of Proginet and its qualification to do business in the jurisdiction in
      which it is organized;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                the
      Master Distributor Agreement executed by Proginet;

              
	 	 	 
	 	
                (viii)

              	
                the
      Maintenance and Support Agreement executed by
  Proginet;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                such
      other documents reasonably requested by Beta to be delivered by Proginet
      at the Closing.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Proginet Deliveries to
      Beta America.  At the Closing, Proginet shall deliver, or
      cause to be delivered, the following to Beta
  America:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Proginet Contracts and the Secur-Line Contracts and all consents set forth
      on Schedule
      5.4(d) (other than those Proginet Contracts and Secur-Line
      Contracts for which third-party consents have not been received, to which
      Section 7.1 shall
      apply);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Proginet Contract Assignment executed by
  Proginet;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Secur-Line Contract Assignment executed by
  Proginet;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      Beta America Contract Assignment executed by
  Proginet;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      other conveyances required by Section
      4.1(b);

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                the
      License Agreement executed by Proginet;
and

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                such
      other documents reasonably requested by Beta to be delivered by Proginet
      at the Closing.

              


      

       

      
        	
                3.3

              	
                Contract
      Lists

              


      

       

      The
Parties agree that, within 30 days of the Closing Date, Proginet shall deliver
to Beta North America a list of all the Proginet Contracts and Secur-Line
Contracts and Beta America shall deliver to Proginet a list of all the Beta
America Contracts.

       

      
        	
                3.4

              	
                Physical
      Deliveries

              


      

       

      The
Parties agree that the physical delivery of the tangible portions of the Beta
Canada Assets, the Beta America Contracts, the Proginet Assets, the Proginet
Contracts and the Secur-Line Contracts to the applicable Party shall occur
within 30 days of the Closing Date.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      14 -

              	
                REDACTED
      COPY

              


      

       

      ARTICLE
4

      CONVEYANCES

       

      
        	
                4.1

              	
                Conveyances

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      to or at Closing, each of Beta Canada and Beta America shall prepare and
      deliver (or cause to be prepared and delivered) to Proginet (i) the Beta
      Canada Asset Assignment, (ii) the Beta America Contract Assignment and
      (iii) all such other deeds, assignments, transfers, conveyances,
      novations, notices and other documents and assurances (including
      conveyances of registered Beta Canada Intellectual Property) as may be
      reasonably necessary to convey the Beta Canada Assets and the Beta America
      Contracts to Proginet.  Any such Closing documents and
      assurances shall be in such form and shall be of such content as to be
      reasonably satisfactory to Proginet.  After Closing, each of
      Beta Canada and Beta America shall cooperate with Proginet to secure
      execution of such documents and assurances by the parties thereto other
      than Proginet.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Prior
      to or at Closing, Proginet shall prepare and deliver (or cause to be
      prepared or delivered) to Beta Canada or Beta America, as applicable, (i)
      the Proginet Asset Assignment, (ii) the Proginet Contract Assignment,
      (iii) the Secur-Line Contract Assignment and (iv) all such deeds,
      assignments, transfers, conveyances, novations, notices and other
      documents and assurances (including conveyances of registered Proginet
      Intellectual Property) as may be reasonably necessary to convey the
      Proginet Assets to Beta Canada or Beta America, as the case may
      be.  Any such closing documents and assurances shall be in such
      form and shall be of such content as to be reasonably satisfactory to Beta
      Canada.  After Closing, Proginet shall cooperate with Beta
      Canada to secure execution of such documents and assurances by parties
      thereto other than Beta Canada.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                All
      such documents and assurances executed and delivered pursuant to this
      Agreement are subordinate to the provisions of this Agreement and the
      provisions of this Agreement shall govern and prevail in the event of any
      conflict between the provisions of this Agreement and any such document or
      assurance.

              


      

       

      ARTICLE
5

      REPRESENTATIONS
AND WARRANTIES OF PARTIES

       

      
        	
                5.1

              	
                Each Party's
      Representations and
Warranties

              


      

       

      Each
Party hereby represents and warrants to each other Party as of the Closing Date,
that:

       

      
        	
                 
      

              	
                (a)

              	
                such
      Party is a corporation duly incorporated, validly existing and in good
      standing under the laws of the jurisdiction of its
      incorporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      Party has all requisite corporate power and authority to enter into this
      Agreement and to perform its obligations under this
    Agreement;

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      15 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (c)

              	
                all
      necessary corporate action has been taken by such Party to authorize the
      execution and delivery by it of this Agreement and all other agreements
      and instruments contemplated by this
Agreement;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein by such Party will not violate nor be in
      conflict with any provision of (i) any judgment, decree, order, statute,
      rule or regulation (including export regulations) applicable to it or (ii)
      its governing documents;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                this
      Agreement has been duly executed and delivered by such Party and all
      documents required hereunder to be executed and delivered by it will
      constitute legal, valid and binding obligations of it enforceable in
      accordance with their respective terms, subject to equitable remedies of
      the courts and bankruptcy and insolvency laws;
  and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                such
      Party has not incurred any obligation or liability contingent or otherwise
      for brokers' or finders' fees in respect of this transaction for which any
      other Party shall have any obligation or
  liability;

              


      

       

      
        	
                5.2

              	
                Beta Canada's
      Representations and
Warranties

              


      

       

      Beta
Canada represents and warrants to Proginet that:

       

      
        	
                 
      

              	
                (a)

              	
                Intellectual
      Property.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Schedule 5.2(a) lists
      all the registrations and applications for registration of the Beta Canada
      Intellectual Property and all unregistered trade-marks. Except as
      disclosed in Schedule
      5.2(a) all the registrations and applications for registration of
      the Beta Canada Intellectual Property are valid and subsisting in good
      standing and are recorded in the name of Beta
  Canada.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Except
      as disclosed in Schedule
      5.2(a), Beta Canada is owner of the Beta Canada Intellectual
      Property and the Beta Canada Technology and is entitled to uninterrupted
      use of the Beta Canada Intellectual Property and the Beta Canada
      Technology without payment of any royalty or other fees. No shareholder,
      officer, director or employee of Beta Canada or any third party has any
      right, title or interest in any of the Beta Canada Intellectual Property.
      Beta Canada has exercised good judgment in order to protect its legal
      rights to the exclusive use of the Beta Canada Intellectual
      Property.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                There
      is no current litigation relating to the Beta Canada Intellectual
      Property.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Except
      as disclosed in Schedule
      5.2(a), all employees of Beta Canada who have had access to
      confidential Beta Canada Intellectual Property and Beta Canada Technology
      have agreed to maintain the confidentiality of confidential Beta Canada
      Intellectual Property and the Beta Canada Technology.  Beta
      Canada has taken reasonable steps, consistent with its practices and
      policies, to protect its rights in confidential information and trade
      secrets owned by Beta Canada..

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      16 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (v)

              	
                All
      of Beta Canada's permissions and licenses to use the industrial or
      intellectual property of other Persons related to the Beta Products are
      disclosed in Schedule
      5.2(a). Beta Canada has not permitted or licensed any Person to use
      any of the Beta Canada Intellectual Property except as disclosed in Schedule
      5.2(a).  All licenses referred to in Schedule 5.2(a) are in
      full force and effect and neither the Beta Canada and its Affiliates nor,
      to the best knowledge of Beta Canada, the other parties thereto, are in
      default of their obligations.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                No
      Person has challenged (i) the validity of any registrations of the Beta
      Canada Intellectual Property or (ii) Beta Canada's rights to any of the
      Beta Canada Intellectual Property.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Beta
      Canada is not aware, after reasonable due inquiry, of any infringement of
      Beta Canada's rights to the Beta Canada Intellectual Property, except as
      set out in Schedule
      5.2(a).

              
	 	 	 
	 	
                (viii)

              	
                Except
      as disclosed in Schedule
      5.2(a), Beta Canada has the
right:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                to
      use, sell, license, modify, copy, distribute and dispose of the Beta
      Canada Intellectual Property and Beta Canada
  Technology;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                to
      bring actions for infringement or other misuse of the Beta Canada
      Intellectual Property; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                to
      assign the Beta Canada Intellectual Property and Beta Canada Technology to
      Proginet, subject to obtaining all consents and approvals listed in Schedule
      5.2(a).

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                Except
      as disclosed in Schedule
      5.2(a), all employees of Beta Canada involved in the development of
      the Beta Canada Intellectual Property and Beta Canada Technology related
      to the Beta Products have entered into
      nondisclosure agreements pursuant to which they have agreed to maintain
      the confidentiality of Beta Canada Intellectual Property and Beta Canada
      Technology and have assigned all rights they may have in the Beta Canada
      Intellectual Property and Beta Canada Technology to Beta Canada, and have
      waived any moral rights they may have for the benefit of Beta Canada and
      anyone claiming through Beta Canada, and except for the licenses referred
      to in Schedule
      5.2(a), no shareholder, officer, partner, director or employee of
      Beta Canada or any third party has any right, title or interest in any of
      the Beta Canada Intellectual Property and Beta Canada
      Technology.

              
	 	 	 
	 	
                (x)  

              	
                Except
      as disclosed in Schedule
      5.2(a), the Beta Canada Technology neither contains nor embodies
      nor uses nor requires any third party industrial or intellectual property
      or confidential or other proprietary rights, including software
      development tools and utilities, and the Beta Canada Technology contains
      all software necessary for the continued operation, maintenance and
      development of the Beta Canada
Technology.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      17 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                Neither
      the manufacture, marketing, distribution, license, sale, modification,
      copying or use of any products currently manufactured, marketed,
      distributed, modified, copied, licensed sold or used by Beta Canada
      including the Beta Canada Technology, nor the Beta Canada Assets, the Beta
      Canada Intellectual Property nor the conduct of the Beta
      Products:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                violates
      any license or agreement of Beta Canada with any Person;
  or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                after
      reasonable due inquiry, has infringed or currently infringes upon the
      industrial, intellectual property trade secret or proprietary rights of
      any Person, whether pursuant to common law or statutory law, including
      rights relating to defamation, rights of confidentiality, privacy or
      publicity and contractual rights; or except for the licenses referred to
      in Schedule 5.2(a), requires the
      payment of any royalty, honoraria, fees or other payments to any other
      Person.

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                All
      source code for the computer software comprising part of the Beta Canada
      Technology is sufficiently documented to enable the maintenance and
      support of the Beta Canada Technology in the same manner as conducted
      immediately prior to the Effective
Time.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Title to
      Assets.  Beta Canada has good and marketable title to all
      the Beta Canada Assets, free and clear of any and all Security Interests,
      except for Permitted Security Interests.  Other than this
      Agreement, there is no agreement, option or other right or privilege
      outstanding in favour of any Person for the purchase from Beta Canada of
      any of the Beta Canada Assets out of the ordinary course of
      business.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Litigation.  There
      is no action, suit, proceeding, claim, application, complaint or
      investigation in any court or before any arbitrator or before or by any
      regulatory body or governmental or non-governmental body pending or, to
      the knowledge of Beta, threatened by or against Beta Canada related to the
      Beta Products or the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Payment of
      Taxes.  There are no unpaid Taxes or assessments which
      are or could result in a lien or charge on the Beta Canada
      Assets.

              


      

       

      
        	
                5.3

              	
                Beta America's
      Representations and
Warranties

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Contracts.  Beta
      America has not received any notice of default and Beta America is not in
      default, under any Beta America Contract which default would have a
      material adverse effect upon the condition of the Beta Products and there
      has not occurred any event which, with a lapse of time or giving of
      notice, or both, would constitute such a default.  Each Beta
      America Contract is in full force and effect, unamended by written or oral
      agreement, and Beta America is entitled to the full benefit and advantage
      of each Beta America Contract in accordance with the terms of each such
      Beta America Contract.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      18 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Consents and
      Approvals.  All the consents and approvals required to
      assign the Beta America Contracts are listed in Schedule
      5.3(b).  Except for such consents and approvals, no
      consent or approval of any Person is required in connection with the
      execution and delivery of this Agreement and the completion of the
      transactions contemplated by this
Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Litigation.  There
      is no action, suit, proceeding, claim, application, complaint or
      investigation in any court or before any arbitrator or before or by any
      regulatory body or governmental or non-governmental body pending or
      threatened by or against Beta America related to the Beta Products or the
      transactions contemplated by this
Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Customers and
      Distributors.  Schedule 5.3(d) lists
      the customers and the distributors of the Beta Products.  Beta
      America has no knowledge of, nor has it received notice of, any intention
      on the part of any such customer or distributor to cease doing business
      with Beta or to modify or change in any material manner any existing
      arrangement with Beta America related to the Beta Products for the
      purchase or distribution of any products or
  services.

              


      

       

      
        	
                5.4

              	
                Proginet's
      Representations and
Warranties

              


      

       

      Proginet
represents and warrants to each of Beta Canada and Beta America
that:

       

      
        	
                 
      

              	
                (a)

              	
                Intellectual
      Property.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Schedule 5.4(a) lists
      all the registrations and applications for registration of the Proginet
      Intellectual Property and all unregistered trade-marks. Except as
      disclosed in Schedule
      5.4(a) all the registrations and applications for registration of
      the Proginet Intellectual Property are valid and subsisting in good
      standing and are recorded in the name of Proginet.  No
      application for registration of any of the Proginet Intellectual Property
      has been rejected.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Except
      as disclosed in Schedule
      5.4(a), Proginet is owner of the Proginet Intellectual Property and
      the Proginet Technology and is entitled to uninterrupted use of the
      Proginet Intellectual Property and Proginet Technology without payment of
      any royalty or other fees. No shareholder, officer, director or employee
      of Proginet or any third party has any right, title or interest in any of
      the Proginet Intellectual Property. Proginet has exercised good judgment
      in order to protect its legal rights to the exclusive use of the Proginet
      Intellectual Property.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                There
      is no current litigation relating to the Proginet Intellectual
      Property.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Except
      as disclosed in Schedule
      5.4(a), all employees of Proginet who have had access to
      confidential Proginet Intellectual Property and Proginet Technology have
      agreed to maintain the confidentiality of confidential Proginet
      Intellectual Property and the Proginet Technology.  Proginet has
      taken reasonable steps, consistent with its practices and policies, to
      protect its rights in confidential information and trade secrets owned by
      Proginet.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      19 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (v)

              	
                All
      of Proginet's permissions and licenses to use the industrial or
      intellectual property of other Persons related to the Proginet Products
      are disclosed in Schedule
      5.4(a).  Proginet has not permitted or licensed any
      Person to use any of the Proginet Intellectual Property except as
      disclosed in Schedule
      5.4(a).  All licenses referred to in Schedule 5.4(a) are in
      full force and effect and neither Proginet and its Affiliates nor, to the
      best knowledge of Proginet, the other parties thereto, are in default of
      their respective obligations.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                No
      Person has challenged (i) the validity of any registrations of the
      Proginet Intellectual Property or (ii) Proginet's rights to any of the
      Proginet Intellectual Property.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Proginet
      is not aware, after reasonable due inquiry, of any infringement of
      Proginet's rights to the Proginet Intellectual Property, except as set out
      in Schedule
      5.4(a).

              
	 	 	 
	 	
                (viii)

              	
                Except
      as disclosed in Schedule
      5.4(a), Proginet has the
right:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                to
      use, sell, license, modify, copy, distribute and dispose of the Proginet
      Intellectual Property and Proginet
Technology;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                bring
      actions for infringement or other misuse of the Proginet Intellectual
      Property; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                to
      assign the Proginet Intellectual Property and Proginet Technology to Beta
      Canada, subject to obtaining all consents and approvals listed in Schedule
      5.4(a).

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                Except
      as disclosed in Schedule
      5.4(a), all employees of Proginet involved in the development of
      the Proginet Intellectual Property and Proginet Technology related to the
      Proginet Products have entered into nondisclosure agreements pursuant to
      which they have agreed to maintain the confidentiality of Proginet
      Intellectual Property and Proginet Technology and have assigned all rights
      they may have in the Proginet Intellectual Property and Proginet
      Technology to Proginet, and have waived any moral rights they may have for
      the benefit of Proginet and anyone claiming through Proginet, and except
      for the licenses referred to in Schedule 5.4(a), no
      shareholder, officer, partner, director or employee of Proginet or any
      third party has any right, title or interest in any of the Proginet
      Intellectual Property and Proginet Technology.

              
	 	 	 
	 	
                (x)  

              	
                Except
      as disclosed in Schedule
      5.4(a), the Proginet Technology neither contains nor embodies nor
      uses nor requires any third party industrial or intellectual property or
      confidential or other proprietary rights, including software development
      tools and utilities, and the Proginet Technology contains all software
      necessary for the continued operation, maintenance and development of the
      Proginet Technology.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      20 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                Neither
      the manufacture, marketing, distribution, license, sale, modification,
      copying or use of any products currently manufactured, marketed,
      distributed, modified, copied, licensed sold or used by Proginet including
      the Proginet Technology, nor the Proginet Assets, the Proginet
      Intellectual Property nor the conduct of the Proginet
      Products:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                violates
      any license or agreement of Proginet with any Person;
  or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                after
      reasonable due inquiry, has infringed or currently infringes upon the
      industrial, intellectual property trade secret or proprietary rights of
      any Person, whether pursuant to common law or statutory law, including
      rights relating to defamation, rights of confidentiality, privacy or
      publicity and contractual rights; or, except for the licenses referred to
      in Schedule
      5.4(a), requires the payment of any royalty, honoraria, fees or
      other payments to any other Person.

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                All
      source code for the computer software comprising part of the Proginet
      Technology is sufficiently documented to enable the maintenance and
      support of the Proginet Technology in the same manner as conducted
      immediately prior to the Effective
Time.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Title to
      Assets.  Proginet has good and marketable title to all
      the Proginet Assets, free and clear of any and all Security Interests,
      except for Permitted Security Interests.  Other than this
      Agreement, there is no agreement, option or other right or privilege
      outstanding in favour of any Person for the purchase from Proginet of any
      of the Proginet Assets out of the ordinary course of
    business.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Contracts.  Proginet
      has not received any notice of default and Proginet is not in default
      under any Proginet Contract or Secur-Line Contract which default would
      have a material adverse effect upon the condition of the Proginet Products
      and there has not occurred any event which, with a lapse of time or giving
      of notice, or both, would constitute such a default.  Each
      Proginet Contract and Secur-Line Contract is in full force and effect,
      unamended by written or oral agreement, and Proginet is entitled to the
      full benefit and advantage of each Proginet Contract and Secur-Line
      Contract in accordance with the terms of each such Proginet Contract or
      Secur-Line Contract.  

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Consents and
      Approvals.  All the consents and approvals required to
      assign the Proginet Contracts and Secur-Line Contracts are listed in Schedule
      5.4(d).  Except for the Proginet Consents and Approvals,
      no consent or approval of any Person is required in connection with the
      execution and delivery of this Agreement and the completion of the
      transactions contemplated by this
Agreement.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      21 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Litigation.  There
      is no action, suit, proceeding, claim, application, complaint or
      investigation in any court or before any arbitrator or before or by any
      regulatory body or governmental or non-governmental body pending or, to
      the knowledge of Proginet, threatened by or against Proginet related to
      the Proginet Products or the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Customers and
      Distributors.  Schedule 5.4(f) lists
      the customers and the distributors of the Proginet
      Products.  Proginet has no knowledge of, nor has it received
      notice of, any intention on the part of any such customer or distributor
      to cease doing business with Proginet or to modify or change in any
      material manner any existing arrangement with Proginet related to the
      Proginet Products for the purchase or distribution of any products or
      services.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Payment of
      Taxes.  There are no unpaid Taxes or assessments which
      are or could result in a lien or charge on the Proginet
      Assets.

              


      

       

      
        	
                5.5

              	
                Survival of
      Representations and
Warranties

              


      

       

      Each
Party acknowledges that each other Party may rely on the representations and
warranties made by such Party pursuant to Sections 5.1, 5.2, 5.3 or
5.4, as the case may be.  The representations and warranties in
Sections 5.1, 5.2, 5.3 or
5.4 shall be true on the Closing Date, and such representations and
warranties shall survive the Closing Date for the Survival Period or the Tax
Survival Period, as applicable, for the benefit of the Party for which such
representations and warranties were made.

       

      
        	
                5.6

              	
                No Additional
      Representations or Warranties by any
  Party

              


      

       

      EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NO PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER,
INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL
CONTENT, SYSTEMS, INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, OR
RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, SOFTWARE, HARDWARE,
DELIVERABLES, WORK PRODUCT OR OTHER MATERIALS PROVIDED UNDER THIS
AGREEMENT.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL CONVEYANCES ARE
MADE ON AN “AS IS” BASIS.

       

      ARTICLE
6

      LIABILITIES
AND INDEMNITIES

       

      
        	
                6.1

              	
                Responsibility of
      Beta
      Canada

              


      

       

      Subject
to the limitations set forth herein, Beta Canada:

       

      
        	
                 
      

              	
                (a)

              	
                shall
      be liable to Proginet and its Additional Indemnitees for all Indemnifiable
      Losses which any one or more of them may suffer, sustain, pay or incur;
      and

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      22 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (b)

              	
                shall
      indemnify and save harmless Proginet and its Additional Indemnitees from
      and against all Indemnifiable Losses which may be brought against or
      suffered by any one or more of them or which any one or more of them may
      sustain, pay or incur;

              


      

       

      as a
direct result of any act, omission, circumstance or other matter arising out of,
resulting from, attributable to or connected with any Agreement Default made by
Beta Canada herein.

       

      
        	
                6.2

              	
                Responsibility of Beta
      America

              


      

       

      Subject
to the limitations set forth herein, Beta America:

       

      
        	
                 
      

              	
                (a)

              	
                shall
      be liable to Proginet and its Additional Indemnitees for all Indemnifiable
      Losses which any one or more of them may suffer, sustain, pay or incur;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                shall
      indemnify and save harmless Proginet and its Additional Indemnitees from
      and against all Indemnifiable Losses which may be brought against or
      suffered by any one or more of them or which any one or more of them may
      sustain, pay or incur;

              


      

       

      as a
direct result of any act, omission, circumstance or other matter arising out of,
resulting from, attributable to or connected with any Agreement Default made by
Beta America herein.

       

      
        	
                6.3

              	
                Responsibility of
      Proginet

              


      

       

      Subject
to the limitations set forth herein, Proginet:

       

      
        	
                 
      

              	
                (a)

              	
                shall
      be liable to each of Beta Canada and Beta America and its Additional
      Indemnitees for all Indemnifiable Losses which any one or more of them may
      suffer, sustain, pay or incur; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                shall
      indemnify and save harmless each of Beta Canada and Beta America and its
      Additional Indemnitees from and against all Indemnifiable Losses which may
      be brought against or suffered by any one or more of them or which any one
      or more of them may sustain, pay or
incur;

              


      

       

      as a
direct result of any act, omission, circumstance or other matter arising out of,
resulting from, attributable to or connected with any Agreement Default made by
Proginet herein.

       

      
        	
                6.4

              	
                Limit on
      Responsibility

              


      

       

      Each
Party's obligations and liability under this Agreement shall be subject to the
following limitations:

       

      
        	
                 
      

              	
                (a)

              	
                no
      Party shall have any liability in connection with any Indemnifiable Losses
      until the aggregate of such claims exceeds US$[***] and upon the
      aggregate of such Indemnifiable Losses exceeding US$[***], the
      indemnifying Party shall be required to indemnify in respect of the amount
      of all such Indemnifiable Losses.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
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      COPY

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Party shall have liability in connection with Indemnifiable Losses unless
      the affected Party shall, prior to the expiry of the Survival Period or
      the Tax Survival Period, as applicable, have provided the other Party with
      a Notice of Claim.

              


      

       

      
        	
                6.5

              	
                Insurance

              


      

       

      Notwithstanding
anything herein to the contrary, the indemnities provided in Sections 6.1, 6.2 and 6.3 and
shall not apply to the extent that claims for Indemnifiable Losses are
reimbursed to the Person to be indemnified by insurance.

       

      
        	
                6.6

              	
                Sole Right and
      Remedy

              


      

       

      This
Article 6 sets forth
the sole rights and remedies of each Party and its Additional Indemnitees in
connection with (i) the transactions contemplated herein, and (ii) any act,
omission, circumstance or other matter arising out of, resulting from,
attributable to or connected with any Agreement Default made by the other Party,
and such first mentioned Party and its Additional Indemnitees shall have no
further right or remedy (whether legal, equitable, fiduciary or in tort)
whatsoever, against the other Party, or its Affiliates or their respective
directors, officers, servants, agents, advisors or employees.

       

      
        	
                6.7

              	
                Procedure -
      Indemnities

              


      

       

      If either
Party (the "Indemnified
Party") shall receive notice of an action asserting a liability for which
it is indemnified under this Article 6, it shall promptly
notify the Party against whom indemnity is sought (the "Indemnifying
Party").  The failure to notify the Indemnifying Party shall
not relieve the Indemnifying Party from its obligations to provide
indemnification hereunder, except to the extent its defense of the action is
materially prejudiced thereby.  The Indemnifying Party may participate
in the defense of such action and may assume the defense with counsel
satisfactory to the Indemnified Party if the Indemnifying Party shall have
confirmed in writing its obligation to provide indemnification for the liability
asserted in such action.  If the Indemnified Party shall reasonably
conclude that its interests in such action are materially different from those
of the Indemnifying Party or that it may have defenses that are different from
or in addition to those available to the Indemnifying Party, the Indemnified
Party, at its own expense, may use separate counsel to assert such defenses and
otherwise participate in the defense of such action.  If the
Indemnifying Party shall assume the defense with counsel satisfactory to the
Indemnified Party, the Indemnifying Party shall not be liable for any legal
expenses (other than investigation expenses) subsequently incurred by the
Indemnified Party, unless the Indemnified Party shall have employed separate
counsel in accordance with the preceding sentence.

       

      
        	
                6.8

              	
                No
      Limitation

              


      

       

      Closing
of the transactions contemplated herein shall not in any way whatsoever limit,
impact or derogate from the indemnities provided for herein.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      24 -

              	
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      COPY

              


      

       

      ARTICLE
7

      POST-CLOSING
OBLIGATIONS

       

      
        	
                7.1

              	
                Post-Closing

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Notwithstanding
      anything to the contrary contained in this Agreement, to the extent the
      sale, assignment, transfer or conveyance to Proginet of Beta America’s
      right, title and interest in and to the Beta America Contracts would
      result in a breach of said Beta America Contracts or would require any
      third-party consents which shall not have been obtained prior to the
      sixtieth (60th) day following the Closing Date (after Beta America’s
      commercially reasonable efforts to obtain them), this Agreement shall not
      constitute a sale, assignment, transfer or conveyance
      thereof.  If consents are not obtained from third-parties prior
      to such time, Beta America shall use commercially reasonable efforts to
      cooperate with Proginet in obtaining any commercially reasonable and
      lawful arrangements designed to provide to Proginet the full benefits of
      use of the respective Beta America Contracts and, provided that Proginet
      receives such benefit of use thereof, Proginet shall satisfy all
      contractual obligations, if any, corresponding thereto.  Once
      such third-party consents are obtained, Beta America shall promptly
      assign, transfer, convey and deliver such Beta America Contracts to
      Proginet for no additional consideration.  To the extent that
      any such Beta America Contracts cannot be transferred or the full benefits
      of use of any such Beta America Contracts cannot be provided to Proginet
      following the Closing Date, then (i) Proginet and Beta America shall enter
      into such arrangements for no additional consideration from Proginet
      (including sublicensing, subleasing or subcontracting to the extent
      permitted) to provide Proginet the economic (taking into account tax costs
      and benefits) and operational equivalent of obtaining such consents or
      (ii) for customers based in Europe, the Parties may mutually agree in
      writing to have such agreements governed by the Master Distributor
      Agreement. In such event, any such retained Beta America Contracts shall
      no longer be considered assigned pursuant to this
    Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      anything to the contrary contained in this Agreement, to the extent the
      sale, assignment, transfer or conveyance to Beta America of Proginet’s
      right, title and interest in and to the Proginet Contracts or the
      Secur-Line Contracts would result in a breach of said Proginet Contracts
      or Secur-Line Contracts or would require any third-party consents which
      shall not have been obtained prior to the sixtieth (60th) day following
      the Closing Date (after Proginet’s commercially reasonable efforts to
      obtain them), this Agreement shall not constitute a sale, assignment,
      transfer or conveyance thereof.  If consents are not obtained
      from third-parties prior to such time, Proginet shall use commercially
      reasonable efforts to cooperate with Beta America in obtaining any
      commercially reasonable and lawful arrangements designed to provide to
      Beta America the full benefits of use of the respective Proginet Contracts
      or Secur-Line Contracts and, provided that Beta America receives such
      benefit of use thereof, Beta America shall satisfy all contractual
      obligations, if any, corresponding thereto.  Once such
      third-party consents are obtained, Proginet shall promptly assign,
      transfer, convey and deliver such Proginet Contracts or Secur-Line
      Contracts to Beta America for no additional consideration.  To
      the extent that any such Proginet Contracts or Secur-Line Contracts cannot
      be transferred or the full benefits of use of any such Proginet Contracts
      or Secur-Line Contracts cannot be provided to Beta America following the
      Closing Date, then Beta America and Proginet shall enter into such
      arrangements for no additional consideration from Beta America (including
      sublicensing, subleasing or subcontracting to the extent permitted) to
      provide Beta America the economic (taking into account tax costs and
      benefits) and operational equivalent of obtaining such
      consents.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      25 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      Party will use commercially reasonable efforts to obtain consents from
      third-parties where such are required in accordance with the terms of the
      Beta America Contracts, the Proginet Contracts or the Secur-Line
      Contracts.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Upon
      the direction of Beta America, in lieu of assigning any Proginet Contract
      or Secur-Line Contract to Beta America pursuant to Section 2.1, Proginet
      shall assign, unless otherwise prohibited by Applicable Law, such Proginet
      Contract or Secur-Line Contract to one or more Affiliates of Beta America;
      provided, however, that Beta America shall remain subject to the terms and
      conditions set forth in this Agreement, including indemnification for any
      Agreement Default in respect of any such
  assignment.

              


      

       

      
        	
                7.2

              	
                Further
      Assurances

              


      

       

      At
Closing and thereafter, as may be necessary or desirable and without further
consideration, the Parties hereto shall execute, acknowledge and deliver such
other instruments and shall take such other action as may be reasonably
necessary to carry out their respective obligations under this
Agreement.

       

      
        	
                7.3

              	
                Transition
      Services

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      up to 90 days following the Closing, Beta shall provide to Proginet in
      connection with the transfer of the Beta Canada Assets and Beta America
      Contracts such reasonable transition assistance services as shall be
      reasonably requested by Proginet.  Any out-of-pocket expenses
      incurred by Beta in connection with the foregoing transition assistance
      shall be promptly reimbursed to Beta by Proginet upon presentation of
      supporting documentation.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      up to 90 days following the Closing, Proginet shall provide to Beta in
      connection with the transfer of the Proginet Assets, Proginet Contracts
      and Secur-Line Contracts such reasonable transition assistance services as
      shall be reasonably requested by Beta.  Any out-of-pocket
      expenses incurred by Proginet in connection with the foregoing transition
      assistance shall be promptly reimbursed to Proginet by Beta upon
      presentation of supporting
documentation.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
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      COPY

              


      

       

      ARTICLE
8

      GOVERNING
LAW AND DISPUTE RESOLUTION

       

      
        	
                8.1

              	
                Governing
      Law

              


      

       

      This
Agreement will be governed by the laws of the United States and the Commonwealth
of Virginia, without giving effect to principles of conflicts of law thereof;
provided, however, that
the Parties agree that the Uniform Computer Information Transactions Act (UCITA)
as adopted by the Commonwealth of Virginia or as otherwise applicable shall not
apply to this Agreement or any of the transactions contemplated
hereby.  In addition, this Agreement shall not be governed by the
United Nations Convention on Contracts for the International Sale of
Goods.

       

      
        	
                8.2

              	
                Dispute
      Resolution

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Parties will make good faith efforts to first resolve internally any
      dispute under this Agreement by escalating it to higher levels of
      management.  A request for arbitration under Section 8.2(b) may not
      be filed until 30 days have elapsed from the initiation of such good faith
      efforts.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      dispute, controversy, or claim arising out of, relating to, involving, or
      having any connection with this Agreement or any of the transactions
      contemplated hereby, including any question regarding the validity,
      interpretation, scope, performance, or enforceability of this dispute
      resolution provision, shall be exclusively and finally settled by binding
      arbitration in accordance with the Commercial Arbitration Rules of the
      American Arbitration Association (“AAA”) and the AAA
      Optional Procedures for Large, Complex Commercial Disputes.  Any
      arbitration will be conducted on an individual, rather than a class-wide,
      basis.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      arbitration will be conducted in Herndon, Virginia unless the Parties
      agree on another location.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      arbitration will be conducted by three arbitrators.  Each Party
      will appoint an arbitrator, obtain its appointee’s acceptance of such
      appointment, and deliver written notification of such appointment and
      acceptance to the other Party within 15 days after the due date of the
      respondent’s answering statement.  The two Party-appointed
      arbitrators will jointly agree upon and appoint a third arbitrator who
      will serve as the chairperson of the arbitral panel.  The
      Party-appointed arbitrators will obtain the chairperson’s acceptance of
      such appointment and notify the Parties in writing of said appointment and
      acceptance within 30 days after their appointment and acceptance as
      Party-appointed arbitrators.  If the two Party-appointed
      arbitrators are unable to agree upon the selection and appointment of the
      chairperson within that time frame, they will so notify the Parties in
      writing.  Upon such notice, one or both of the Parties may
      request in writing that the chairperson be appointed by AAA in accordance
      with the AAA Rules.  The AAA will notify the Parties in writing
      of the appointment and acceptance of the chairperson within 21 days after
      receiving such request.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
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      COPY

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Parties will be entitled to engage in reasonable discovery, including
      requests for production of relevant non-privileged
      documents.  Depositions and interrogatories may be ordered by
      the arbitral panel upon a showing of need.  It is the Parties’
      intent that the discovery proceedings be conducted in a cost-effective
      manner.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                All
      decisions, rulings, and awards of the arbitral panel will be made pursuant
      to majority vote of the three arbitrators.  The award will be in
      accordance with the applicable law, will be in writing, and will state the
      reasons upon which it is based.  The arbitrators will have no
      power to modify or abridge the terms of this Agreement.  The
      award of the arbitrators will be final, and judgment on the award may be
      entered by any court having jurisdiction to do
  so.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Costs
      incurred in the arbitration proceeding, including attorneys’ fees and
      expenses, will be borne in the manner determined by the arbitral
      panel.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Nothing
      in this Agreement will prevent the Parties, prior to the formation of the
      arbitral panel, from applying to a court of competent jurisdiction for
      provisional or interim measures or injunctive relief as may be necessary
      to safeguard the property or rights that are the subject matter of the
      arbitration.  Once the arbitral panel is in place, it will have
      exclusive jurisdiction to hear applications for such relief, except that
      any interim measures or injunctive relief ordered by the arbitral panel
      may be immediately and specifically enforced by a court of competent
      jurisdiction.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                This
      Section 8.2 will
      not apply to any claim arising from any patent or registered
      trademark.  Such claims will not be subject to arbitration and
      instead will be subject to judicial resolution.  In addition,
      any issue regarding the enforceability of the prohibition against
      class-wide arbitration will be decided by a court of competent
      jurisdiction and not by an
arbitrator.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Unless
      otherwise agreed by the Parties or required by law, the Parties, the
      arbitrators, and AAA will maintain the confidentiality of all documents,
      communications, proceedings, and awards provided, produced or exchanged
      pursuant to an arbitration conducted under this Section
      8.2.

              


      

       

      
        	
                8.3

              	
                Consent to
      Jurisdiction; Waiver of Jury
Trial

              


      

       

      Subject
to Section 8.2, each
Party irrevocably submits to the exclusive jurisdiction of the United States
District Court for the Eastern District of Virginia, or any court of the
Commonwealth of Virginia in any action or proceeding arising out of or relating
to this Agreement or any of the transactions contemplated hereby, and agrees
that any such action or proceeding will be brought only in such courts;
provided, however, that such consent to jurisdiction is solely for the purpose
referred to in this Section and will not be deemed to be a general submission to
the jurisdiction of such courts other than for such purpose.  Subject
to Section 8.2, each
Party irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such action
or proceeding brought in such courts and any claim that any such action or
proceeding brought in such courts has been brought in an inconvenient
forum.  Subject to Section 8.2, nothing
contained herein will preclude a Party against which an action or proceeding is
brought as aforesaid in any court of the Commonwealth of Virginia from seeking
to remove such action or proceeding, pursuant to applicable Federal law, to the
United States District Court for the Eastern District of
Virginia.  Subject to Section 8.2, nothing
contained herein will preclude a Party from enforcing an order in the courts of
another jurisdiction.  Each Party waives any right to a jury trial in
any action or proceeding arising out of or related to this
Agreement.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      28 -

              	
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      COPY

              


      

       

      ARTICLE
9

      NOTICES

       

      
        	
                9.1

              	
                Addresses for
      Service

              


      

       

      All
notices and other communications given in connection with this Agreement shall
be in writing and may be given by delivering them or by sending them by
facsimile or mail to the Parties at the following addresses:

       

      
        	 	
                Beta
      America:

              	
                Beta
      Systems Software of North America Inc.

              
	 	 
      	
                2201
      Cooperative Way, 3rd Floor

              
	 	 
      	
                Herndon,
      VA 20171

              
	 	 
      	
                Attention:  President

              
	 	 
      	
                Fax:    (703)
      889-1241

              
	 	 
      	 
      
	 	
                Beta
      Canada:

              	
                Beta
      Systems Software of Canada Ltd.

              
	 	 
      	
                736
      8th
      Avenue SW, Suite 600

              
	 	 
      	
                Calgary,
      AB, Canada

              
	 	 
      	
                Attention:  President

              
	 	 
      	
                Fax:    (403)
      266-6767

              
	 	 	 
	 	
                Proginet:

              	
                Proginet
      Corporation

              
	 	 
      	
                200
      Garden City Plaza

              
	 	 
      	
                Garden
      City, NY, USA 11530

              
	 	 
      	
                Attention:  President

              
	 	 
      	
                Fax:    (516)
      535-3601

              


      

      
        	
                9.2

              	
                Service of
      Notice

              


      

       

      Any
notice shall:

       

      
        	
                 
      

              	
                (a)

              	
                if
      delivered, be deemed to have been given or made at the time of delivery;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      sent by facsimile, be deemed to have been given or made on the Business
      Day following the day on which it was sent;
or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      sent by mail, by mailing the same prepaid post in a properly addressed
      envelope to the Party at its address for service hereunder, be deemed to
      have been given or made on the fifth (5th)
      Business Day following the date on which it was
  mailed.

              


      

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      29 -

              	
                REDACTED
      COPY

              


      

       

      
        	
                9.3

              	
                Change of Address for
      Service

              


      

       

      Either of
the Parties may from time to time change its address for service herein by
giving written notice to the other Party in accordance with this
Agreement.

       

      ARTICLE
10

      MISCELLANEOUS

       

      
        	
                10.1

              	
                Supersedes Previous
      Agreements; Amendment

              


      

       

      This
Agreement shall supersede and replace any and all prior agreements,
correspondence and documentation between the Parties relating to the
transactions contemplated hereby and may be amended only by written instrument
signed by all Parties.

       

      
        	
                10.2

              	
                Entire
      Agreement

              


      

       

      This
Agreement comprises the entire agreement between the Parties relating to the
transactions contemplated hereby.  There is no representation,
warranty or collateral agreement relating to the asset exchange, except as
described herein, and there are no implied terms hereunder, statutory or
otherwise.

       

      
        	
                10.3

              	
                Assignment

              


      

       

      Except as
provided in the following sentence, no Party may assign this Agreement or any
part hereof or any benefit or interest herein without the prior written consent
of each other Party.  Upon 10 business days’ notice to the other
Parties (or, such shorter period as may be practicable if confidentiality or
other concerns prevent the giving of such advance notice), a Party may assign
this Agreement (and the rights and obligations hereunder) to (i) any Affiliate
of such Party that expressly assumes the assigning Party’s obligations and
responsibilities under this Agreement (provided that the assigning Party shall
remain fully liable for, and not be relieved from, the full performance of all
obligations under this Agreement), (ii) any third party that acquires all or
substantially all of the assigning Party’s assets, or (iii) or the assigning
Party’s successor by way of merger or acquisition.  Any attempted
assignment that does not comply with the terms of this Section 10.3 shall be null
and void.  A transaction that does not cause this Agreement, or its
rights or obligations, to be transferred to a different entity shall not be
deemed an assignment.

       

      
        	
                10.4

              	
                Time of the
      Essence

              


      

       

      Time
shall in all respects be of the essence in this Agreement.

       

      
        	
                10.5

              	
                Enurement

              


      

       

      This
Agreement shall be binding upon and shall enure to the benefit of the Parties
and their respective successors, receivers, receiver-managers, trustees and
permitted assigns.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	 
      	
                -
      30 -

              	
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      COPY

              


      

       

      
        	
                10.6

              	
                Counterpart
      Execution

              


      

       

      This
Agreement may be executed in counterparts and all executed and delivered
counterparts together shall constitute a fully executed agreement.

       

      
        	
                10.7

              	
                Public Securities
      Filings

              


      

       

      The
Parties acknowledge that this Agreement, or portions thereof, and schedules
thereto, and descriptions of any of the foregoing, may be required under
applicable law to be disclosed in required public disclosure documents, or
exhibits thereto, of Proginet filed with the United States Securities and
Exchange Commission (the “SEC”) or any securities
exchange on which its securities are listed for trading.  Prior to
such disclosure, and subject to the next sentence, Proginet will inform Beta and
will use commercially reasonable efforts to seek approval from the SEC or other
applicable regulatory authority for the confidential treatment of certain
confidential information identified by the Parties.  Prior to such
disclosure, Proginet shall request redaction of such portions of the Agreement
or disclosure that Beta reasonably requests to be redacted, unless, in
Proginet’s judgment based on the advice of counsel, Proginet concludes that such
redaction request is inconsistent with Proginet’s obligations under applicable
law.

       

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      REDACTED
COPY

      


       

      IN
WITNESS WHEREOF the Parties have executed this Agreement as of the date set
forth upon each signature block below.

       

      
        	
                BETA
      SYSTEMS SOFTWARE OF CANADA LTD.

                 

                Per:                                                                

                Name:  Kamyar
      Niroumand

                Title:    Member of
      Board of Directors

                Date:    October 31,
      2008

                 

                Per:                                                                

                Name:  Harald
      Podzuweit

                Title:    Member of
      Board of Directors

                Date:    October 31,
      2008

                 

              	
                PROGINET
      CORPORATION

                 

                Per:                                                                    

                Name:  Sandy
      Weil

                Title:    President
      & CEO

                Date:    October
      31, 2008

                 

                 

              
	
                BETA
      SYSTEMS SOFTWARE OF NORTH AMERICA INC.

                 

                Per:                                                                

                Name:  Kamyar
      Niroumand

                Title:    Member of
      Board of Directors

                Date:    October 31,
      2008

                 

                Per:                                                                

                Name:  Harald
      Podzuweit

                Title:    Member of
      Board of Directors

                Date:    October 31,
      2008

                 

              	 
      


      

      


      


      


      


      


      


      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

      


      DAL02:525849.7

       

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      FINAL

      
        REDACTED
COPY



      DISCLOSURE
SCHEDULES TO

       

      ASSET
EXCHANGE AGREEMENT

       

      by
and between

       

      BETA
SYSTEMS SOFTWARE OF NORTH AMERICA, INC.,

       

      BETA
SYSTEMS SOFTWARE OF CANADA LTD.,

       

      and

       

      PROGINET
CORPORATION

       

      Dated
effective as of October 1, 2008

       

      The attached constitutes the Schedules
referred to in the Asset Exchange Agreement, dated effective as of October 1,
2008 (the “Agreement”)
by and between Beta Systems Software of North America, Inc., a Delaware
corporation (“Beta
America”) and Beta Systems Software of Canada LTD, a body corporate
(“Beta
Canada”), and Proginet Corporation, a Delaware corporation (“Proginet”).  Capitalized
terms used in these Schedules without definition have the respective meanings
assigned to them in the Agreement.  All references to section numbers
contained in these Schedules refer to sections of the Agreement, unless the
context otherwise requires.

       

      These Schedules are incorporated into
the Agreement and are hereby made a part of the Agreement as if set out in full
in the Agreement.  For purposes of the representations and warranties
of any Party contained in the Agreement, disclosure in any of the Schedules
delivered by such Party of any facts or circumstances shall be deemed to be
adequate disclosure of such facts or circumstances with respect to all other
representations or warranties made by the Party, whether or not such disclosure
specifically identifies or purports to respond to (whether by specific
cross-reference or otherwise) one or more of such other representations and
warranties, if a reasonable person would be reasonably likely to conclude that a
matter disclosed on any Schedule is responsive to the subject matter of other
representations and warranties.  Matters reflected in the Schedules
are not necessarily limited to matters required by the Agreement to be reflected
in the Schedules.  To the extent any matter reflected in the Schedules
is not required by the Agreement to be reflected herein, such disclosure shall
not be deemed to enlarge or enhance any of the representations or warranties of
the party providing the Schedule pursuant to the Agreement, or otherwise alter
in any way the terms of the Agreement.  The inclusion of any
information in any of the Schedules or other documents delivered by the Parties
pursuant to the Agreement shall not be deemed to be an admission or evidence of
the materiality of such item, nor shall it establish a standard of materiality
for any purpose whatsoever.

       

      


       

      


      

        [***]
Confidential Treatment Requested

        Confidential
portion omitted and filed separately with the Commission

        
        

         

        
          	DAL02:525861.4	
                   1

                	 


        

         

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      FINAL

      
        REDACTED
COPY



      Schedule
5.2(a)

       

      Beta
Canada Intellectual Property

       

      5.2(a)(i) - Registrations
and Applications for Registration

       

      “Harbor”
is only trademark for Beta Canada IP.  Trademark form from USPTO
website as follows:

       

       

      Typed Drawing

       

        
          

        

      

      
      

      
        	
                Word
      Mark

              	
                HARBOR

                 

              
	
                Goods
      and Services

              	
                IC
      009. US 038. G & S: computer programs for automatic workstation
      backup, file/disk recovery, and workstation and network security, and user
      manuals sold therewith. FIRST USE: 19911217. FIRST USE IN COMMERCE:
      19920302

                 

              
	
                Mark
      Drawing Code

              	
                (1)
      TYPED DRAWING

                 

              
	
                Serial
      Number

              	
                74288557

                 

              
	
                Filing
      Date

              	
                June
      23, 1992

                 

              
	
                Current
      Filing Basis

              	
                1A

                 

              
	
                Original
      Filing Basis

              	
                1A

                 

              
	
                Published
      for Opposition

              	
                August
      3, 1993

                 

              
	
                Registration
      Number

              	
                1800502

                 

              
	
                Registration
      Date

              	
                October
      26, 1993

                 

              
	
                Owner

              	
                (REGISTRANT)
      New Era Systems
      Services Ltd. CORPORATION CANADA 710 Esso Plaza East Tower 425 First
      Street SW Calgary, Alberta CANADA T2P 3L8

                 

                (LAST
      LISTED OWNER) BETA
      SYSTEMS SOFTWARE AG CORPORATION BY ASSIGNMENT, BY MERGER, BY
      ASSIGNMENT, BY ASSIGNMENT, BY ASSIGNMENT, BY ASSIGNMENT FED REP GERMANY
      840 SEVENTH AVENUE S.W SUITE 1900 CALGARY, ALBERTA CANADA T2P
      3G2

                 

              
	
                Assignment
      Recorded

              	
                ASSIGNMENT
      RECORDED

                 

              
	
                Attorney
      of Record

              	
                Jay
      F. Moldovanyi

                 

              
	
                Type
      of Mark

              	
                TRADEMARK

                 

              
	
                Register

              	
                PRINCIPAL

                 

              
	
                Affidavit
      Text

              	
                SECT
      15. SECT 8 (6-YR). SECTION 8(10-YR) 20030527.

                 

              
	
                Renewal

              	
                1ST
      RENEWAL 20030527

                 

              
	
                Live/Dead
      Indicator

              	
                LIVE

                 

              


      

      


      Full
listing is at:

      http://tess2.uspto.gov/bin/showfield?f=doc&state=jacnak.2.18

       

      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                     2

                  	 


          

           

        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      FINAL

      
        REDACTED
COPY


      

      5.2(a)(ii) - Ownership
[***
omitted 2 pages]

       

      5.2(a)(iv) - Employees Who
Have Not Agreed to Maintain Confidentiality

       

      None

       

      5.2(a)(v) -
Licenses Granted to Third Parties [***]

       

      5.2(a)(vii) - Known
Infringement

       

      None

       

      5.2(a)(viii) - Required
Consents and Approvals

       

      None

       

      5.2(a)(ix) - Employees With
No Executed Nondisclosure and Assignment of Rights

       

      None

       

      5.2(a)(x) - Use of Third
Party Components [***omitted
2 pages]

       

      


       

      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    3

                  	 


          

           

        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      FINAL

      
        REDACTED
COPY



      Schedule
5.3(b)

       

      Beta
America Consents and Approvals [***omitted]

       

      


       

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

      


       

      


       

      


      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    4

                  	 


          

           

        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      
         

        FINAL

        
          REDACTED
COPY

        

      

      


      Schedule
5.3(d)

       

      Beta
America Customers and Distributors [***- omitted 2 pages]

       

      
        	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

       

       

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

      


      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    5

                  	 


          

           

        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        FINAL

        
          REDACTED
COPY



      

      Schedule
5.4(a)

       

      Proginet
Intellectual Property

       

      5.4(a)(i) - Registrations
and Applications for Registration

       

      SecurPass

       

      SecurAccess

       

      SecurForce

       

      5.4(a)(ii) – Ownership
[***]

       

      5.4(a)(iv) - Employees Who
Have Not Agreed to Maintain Confidentiality

       

      None

       

      5.4(a)(v) - Licenses Granted
to Third Parties [***]

       

      5.4(a)(vii) - Known
Infringement

       

      None

       

      5.4(a)(viii) - Required
Consents and Approvals

       

      None

       

      5.4(a)(ix) - Employees With
No Executed Nondisclosure and Assignment of Rights

       

      None

       

      5.4(a)(x) - Use of Third
Party Components [***]

       

       

       

      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    6

                  	 


          

           

        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        FINAL

        
          REDACTED
COPY



      

      Schedule
5.4(d)

       

      Proginet
Consents and Approvals

       

      The
Proginet standard license agreement does not require customer consent in order
to be transferred.  All customers licensed directly by Proginet
utilize the standard license agreement with the following
exceptions:

       

      1.           [***]

       

      Proginet’s
distributor agreements mandate that distributors follow the constraints and
requirements on the standard Proginet SLA, however they are free to utilize
their own contracts.  Some of these distributor originated contracts
may require formal assignment to Beta:

       

      
      

       

      
        	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


      

       

       

       

       

      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    7

                  	 


          

        

      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        FINAL

        
          REDACTED
COPY



      

      Schedule
5.4(f)

       

      Proginet
Customers and Distributors [*** omitted 3 pages]

       

       

      
        

          [***]
Confidential Treatment Requested

          Confidential
portion omitted and filed separately with the Commission

          
          

           

          
            	DAL02:525861.4	
                    8