Exhibit 2.7

EMPLOYEE
TRANSFER AGREEMENT

This
Employee Transfer Agreement (this Agreement) is entered into
as of March 5, 2004, by and between Intellisync Corporation, a Delaware
corporation (Intellisync), on the one hand, and SoftVision
SRL, a Romanian corporation (SoftVision), and Laurentiu
Russo, an individual (Mr. Russo), only with respect to
Section 6.1 hereof in the case of Mr. Russo, on the other hand.

RECITALS

A.
 Intellisync desires to hire, and SoftVision desires to facilitate the transfer
to Intellisync or a wholly owned Romanian subsidiary of Intellisync
(Sub) of, certain employees of SoftVision, on the terms and
subject to the conditions set forth in this Agreement.

C.
 The parties hereto desire to enter into certain other agreements in connection with the
hire and transfer of certain  employees of SoftVision as contemplated hereby.

AGREEMENT

In
consideration of the mutual agreements, representations, warranties and
covenants set forth below, the parties hereto agree as follows:

1.    Definitions. Except
as otherwise provided in this Agreement, as used in this Agreement, the following  terms
shall have thefollowing meanings:

1.1 
Business Day means a day other than a Saturday, Sunday
or a day on which banking institutions in the State of California are authorized
or obligated by law or executive order to close.

1.2 
Governmental Entity means any court, or any
federal, state, municipal or other governmental authority, department,
commission, board, agency or other instrumentality, including, without
limitation, any tribunal or tax authority of the United States of America, any
foreign country, or any state, county, municipality or other political
subdivision thereof.

1.3 
knowledge shall mean, when used in reference to
(i) any party to this Agreement that is an entity, the actual knowledge, after
reasonable inquiry, of the directors, officers and key employees of such party
(including Mr. Russo in the case of SoftVision), and (ii) any party to this
Agreement that is an individual, the actual knowledge of such individual, after
reasonable inquiry.

1.4 
Material Adverse Effect on a party shall mean any
circumstance, change in, or effect on such party and its subsidiaries, taken as
a whole, that is, or is reasonably likely in the future to be, materially
adverse to the assets (including intangible assets), condition (financial or
otherwise), property, business or results of operations of the party and its
subsidiaries, taken as a whole, or on the ability of such party to perform its
obligations hereunder, excluding any such circumstance, change or effect to the
extent resulting from or arising in connection with (i)

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changes or
conditions  generally affecting the industries or segments in which such party and its
subsidiaries operate and not uniquely relating to such party or its  subsidiaries, (ii)
changes in general economic, market or political conditions,  and (iii) compliance with
the terms and conditions of this Agreement.

|2. | Transfer
of Employees and Return of Property.
|-- | ---------------------------------------------

2.1 
On the Closing Date (as defined below):

(a)
all  of the employees of SoftVision listed on Exhibit A attached hereto (the
Transferred Employees) shall have executed employment  agreements with
Intellisync or Sub contingent only upon the Closing of the  transactions contemplated by
this Agreement (it being understood that in the  event the condition to closing set forth
in Section 7.3 is not satisfied and  Intellisync nonetheless elects to waive such
condition and proceed to Closing  pursuant to Section 2.4 hereof, then this Section
2.1(a) shall, subject to  Section 2.4 hereof, be deemed satisfied);

(b)
each employment agreement between SoftVision and any of the Transferred
Employees shall have been terminated (it being understood that SoftVision shall
remain fully responsible for all amounts owing to any Transferred Employee prior
to or as a result of the termination of such persons employment by
SoftVision);

(c)
SoftVision shall have delivered to Intellisync or Sub all hardware (e.g.,
wireless hubs, firewalls, etc.), software, books, office equipment (e.g., white
boards, speaker phones, test equipment/devices, etc.) and other personal
property in its possession that was purchased by Intellisync for use by
SoftVision employees, including, without limitation, the personal property
listed on Exhibit C attached hereto (the Returned
Property), it being understood that the Returned Property shall be
accepted as-is; and

(d)
SoftVision shall have delivered to Intellisync or Sub the personnel files of
each SoftVision employee that becomes a Transferred Employee.

2.2 
Excluded Liabilities.

(a) In
connection with the transactions contemplated by this Agreement, neither
Intellisync nor Sub shall assume or have any responsibility or liability with
respect to any obligation or liability of SoftVision, whether direct or
indirect, known or unknown, accrued or not accrued, fixed or contingent (all of
such obligations and liabilities not so assumed being herein called the
SoftVision Excluded Liabilities). Without limiting the
generality of the foregoing, the SoftVision Excluded Liabilities shall include,
without limitation, all liabilities, claims or other obligations of SoftVision
to any SoftVision employee (irrespective of whether he or she becomes a
Transferred Employee), any former employee of SoftVision or any consultants of
SoftVision for the period prior to the Closing Date, including, without
limitation, insurance, workers compensation, and holiday, vacation, sick,
regular and severance pay.

(b)
In connection with the transactions contemplated by this Agreement, SoftVision
shall not assume or have any responsibility or liability with respect to any
obligation

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or liability of
Intellisync or Sub, whether direct or indirect, known  or unknown, accrued or not
accrued, fixed or contingent (all of such obligations  and liabilities not so assumed
being herein called the Intellisync  Excluded Liabilities). Without
limiting the generality of the  foregoing, the Intellisync Excluded Liabilities shall
include, without  limitation, all liabilities, claims or other obligations of Intellisync
to any  Transferred Employee for any period beginning after the Closing Date, including,
without limitation, insurance, workers compensation, and holiday,  vacation, sick,
regular and severance pay.

2.3 
Purchase Price. In consideration of SoftVisions
transfer of the Transferred Employees to Intellisync or Sub, and for the other
agreements contained herein, Intellisync shall, subject to Section 2.4 below,
pay to SoftVision Six Hundred Seventy-Five Thousand U.S. Dollars ($675,000) in
cash (the Purchase Price), in the following installments
(without interest):

(a)
$162,000 shall be paid upon the parties execution of this Agreement (which
amount shall promptly be refunded to Intellisync in full, without interest, only
if SoftVision fails to meet the conditions set forth in Sections 7.1 and 7.3
hereof on or prior to June 30, 2004);

(b)
$162,000 shall be paid on the Closing Date;

(c) $176,000
shall be paid 30 days following the Closing Date (plus interest at the rate of
10% for each 30-day period after the due date that such payment is late,
prorated for any late period of less than 30 days); and

(d)
$175,000 shall be paid 60 days following the Closing Date (plus interest at the
rate of 10% for each 30-day period after the due date that such payment is late,
prorated for any late period of less than 30 days).

2.4 
Purchase Price Adjustment. In the event SoftVision fails to
satisfy the condition to closing set forth in Section 7.3 hereof and Intellisync
nonetheless elects to waive such condition and proceed to Closing, the Purchase
Price shall be reduced to the amount determined by
multiplying (A) the Purchase Price by
(B) a fraction, the numerator of which is the number of SoftVision employees
that have accepted employment by Intellisync or Sub contingent only upon the
Closing and the denominator of which is 90. In such event, the installments of
the Purchase Price payable pursuant to clauses (b), (c) and (d) of Section 2.3
above shall be proportionately reduced so that the sum of all payments made
pursuant to Section 2.3 does not exceed the Purchase Price as adjusted pursuant
to this Section 2.4.

|3. | Closing.
Subject to the terms, provisions and conditions of this Agreement, the closing of the
transactions contemplatedherein (the Closing) shall take place at 12:00 p.m.
California time on June 1, 2004, unless the parties hereto otherwise agree inwriting to
any earlier or subsequent time and date for the Closing (the Closing Date).
The Closing shall take place at the officesof Heller Ehrman White & McAuliffe LLP,
2775 Sand Hill Road, Menlo Park, California 94025, or such other place as the parties
maymutually agree.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|4. | Representations
and Warranties of SoftVision.
|-- | ---------------------------------------------

SoftVision
represents and warrants to Intellisync that the statements made in this Section
4 are true and correct on the date hereof and as of the Closing Date.

4.1 
Organization and Authority.SoftVision is a corporation duly
organized, validly existing and in good standing in the jurisdiction of its
incorporation and is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which it is required to do so,
except where the failure to so qualify would not have a Material Adverse Effect
on SoftVision, and (iii) has the requisite power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby.

4.2 
Due Authorization; Binding Agreement. The execution and delivery
by SoftVision of this Agreement and the performance by SoftVision of its
obligations hereunder and the consummation of the transactions contemplated
hereby has been duly authorized by all necessary corporate action on the part of
SoftVision and its stockholders. This Agreement has been duly and validly
executed and delivered by SoftVision and constitutes the legal, valid and
binding obligation of SoftVision enforceable against SoftVision in accordance
with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors rights and remedies generally and to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or
equity).

4.3 
No Conflicts. Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated hereby
will, with or without the passage of time or the delivery of notice or both, (i)
conflict with, violate or result in any breach of the terms, conditions or
provisions of the organizational documents of SoftVision, (ii) conflict with or
result in a violation or breach of, or constitute a default or require consent
of any person (or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of any contract,
notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease
or other instrument or obligation to which SoftVision is a party or by which
SoftVision or by which any properties or assets of SoftVision may be bound, or
(iii) violate any statute, ordinance or law or any rule, regulation, order,
writ, injunction or decree of any Governmental Entity applicable to SoftVision
or by which any properties or assets of SoftVision may be bound. To the
knowledge of SoftVision, there is neither any statute, ordinance or law
applicable to SoftVision or its employees nor any event or circumstance that has
occurred or could reasonably be expected to occur that would prevent or hinder
the ability of Intellisync to employ the SoftVision employees as contemplated by
this Agreement.

4.4 
Consents. No consent, waiver, approval, order or authorization of,
or registration, declaration or filing with or notice to any Governmental Entity
or any other person is required to be obtained or modified by SoftVision in
connection with the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.

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4.5 
Litigation. There is no action, order, writ, injunction or decree
outstanding or claim, suit, litigation, proceeding (including, without
limitation, arbitrations and alternative dispute resolution proceedings) or
investigation (any of which, an Action) pending or, to
SoftVisions knowledge, threatened that challenges the validity of this
Agreement or seeks to prevent, enjoin, alter or materially delay the
transactions contemplated by this Agreement, at law or in equity, by or before
any court, arbitrator or Governmental Entity and, to SoftVisions
knowledge, there is no reasonable basis for any such Action.

|5. | Representations
and Warranties of Intellisync.
|-- | ----------------------------------------------

Intellisync
represents and warrants to SoftVision that the statements contained in this
Section 5 are true and correct on the date hereof and as of the Closing Date.

5.1 
Organization. Intellisync is a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation and is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction in which it is required to do so,
except where the failure to so qualify would not have a Material Adverse Effect
on Intellisync, and (ii) has the requisite power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby.

5.2 
Due Authorization; Binding Agreement. The execution and delivery
by Intellisync of this Agreement and the performance by Intellisync of its
obligations hereunder and the consummation of the transactions contemplated
hereby has been duly authorized by all necessary corporate action on the part of
Intellisync. This Agreement has been duly and validly executed and delivered by
Intellisync and constitutes legal, valid and binding obligations of Intellisync
enforceable against Intellisync in accordance with the terms hereof, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors rights and remedies
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or equity).

5.3 
No Conflicts.Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated hereby
will, with or without the passage of time or the delivery of notice or both, (i)
conflict with, violate or result in any breach of the terms, conditions or
provisions of the organizational documents of Intellisync, (ii) conflict with or
result in a violation or breach of, or constitute a default or require consent
of any person (or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of any contract,
notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease
or other instrument or obligation to which Intellisync is a party or by which
Intellisync or by which any properties or assets of Intellisync may be bound, or
(iii) violate any statute, ordinance or law or any rule, regulation, order,
writ, injunction or decree of any Governmental Entity applicable to Intellisync
or by which any properties or assets of Intellisync may be bound.

5.4 
Consents. No consent, waiver, approval, order or authorization of,
or registration, declaration or filing with or notice to any Governmental Entity
or any other person is

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required to be
obtained or modified by Intellisync in  connection with the execution, delivery and
performance of this Agreement or the  consummation of the transactions contemplated
hereby.

5.5 
Litigation. There is no Action pending or, to Intellisyncs
knowledge, threatened that challenges the validity of this Agreement or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement, at law or in equity, by or before any court, arbitrator or
Governmental Entity and, to Intellisyncs knowledge, there is no reasonable
basis for any such Action.

5.6 
Formation of Sub.Prior to the Closing Date, Sub shall be formed
by Intellisync solely for the purpose of engaging in the transactions
contemplated by this Agreement, will not have engaged in any other business
activities and will have conducted its operations only as contemplated by this
Agreement. Prior to the Closing Date, Sub will not have any liabilities and,
except for a subscription agreement pursuant to which all of its authorized
capital stock will be issued to Intellisync, will not be a party to any
agreement other than agreements with respect to the appointment of registered
agents and similar matters.

|6. | Additional
Agreements.
|-- | ----------------------

6.1 
Transitional Services.For a period of 30 days following the
Closing Date, Mr. Russo shall be available, upon the request of Intellisync on
an as-needed basis, to serve as a consultant to Intellisync for the purpose of
assisting in the management and integration of the Transferred Employees;
provided, however, that Mr. Russos total time commitment
during this initial 30-day period shall not exceed 60 hours. Thereafter, if so
mutually agreed by the parties, Mr. Russo may continue to provide such
consulting services to Intellisync (with the actual term to be mutually agreed).
In consideration of these services, Mr. Russo shall be entitled to receive
$12,500 per month, which amount shall be pro rated for any periods during which
Mr. Russo provides less than 40 hours of service per week.

6.2 
No-Hire; No Solicitation.

(a)
During the period  beginning  on the  Closing  Date and  ending on the  second
anniversary  of the Closing  Date, neither SoftVision nor any officer, director,
employee, representative or  agent of SoftVision (or any of their respective affiliates)
shall employ, hire,  engage or be associated with, or endeavor to entice away from
Intellisync or  Sub, any employee of Intellisync or Sub (including, without limitation,
the  Transferred Employees), unless otherwise expressly agreed to in writing.  SoftVision
agrees that the damages that Intellisync or Sub may incur if  SoftVision breaches this
Section 6.2(a) will be substantial, but difficult to  ascertain. SoftVision therefore
agrees that if SoftVision breaches this Section  6.2(a) that SoftVision will pay
Intellisync or Sub, as liquidated damages and  not as a penalty, the sum of Fifty
Thousand Dollars ($50,000).

(b)
During the period  beginning  on the  Closing  Date and  ending on the  second
anniversary  of the Closing  Date, neither SoftVision nor any officer, director,
employee, representative or  agent of SoftVision (or any of their respective affiliates)
shall solicit or  request

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any employee of
Intellisync or Sub (including, without  limitation, the  Transferred Employees) to leave
the employ of or terminate such persons  relationship with Intellisync and/or Sub,
unless otherwise expressly agreed to  in  writing. SoftVision agrees that the damages
that Intellisync or Sub may incur  if  SoftVision breaches this Section 6.2(b) will be
substantial, but difficult to  ascertain.  SoftVision therefore agrees that if SoftVision
breaches this Section  6.2(b) that  SoftVision will pay Intellisync or Sub, as liquidated
damages and  not as a penalty, the  sum of Fifty Thousand Dollars ($50,000).

(c)
Except for the Transferred  Employees,  during the period  beginning on the Closing Date
and ending  on the  first anniversary of the Closing Date, Intellisync, Sub and their
respective  officers, directors, employees, representatives, agents or affiliates shall
not  employ, hire, engage or be associated with, or endeavor to entice away from
SoftVision, any employee of SoftVision, unless otherwise expressly agreed to in  writing.
Intellisync and Sub agree that the damages that SoftVision may incur if  Intellisync or
Sub breach this Section 6.2(c) will be substantial, but difficult  to ascertain.
Intellisync and Sub therefore agree that if Intellisync or Sub  breach this Section
6.2(c) that Intellisync or Sub will pay SoftVision, as  liquidated damages and not as a
penalty, the sum of Fifty Thousand Dollars  ($50,000).

(d)
Except for the Transferred  Employees,  during the period  beginning on the Closing Date
and ending on the  first anniversary of the Closing Date, Intellisync, Sub and their
respective  officers, directors, employees, representatives, agents or affiliates shall
not  solicit or request any employee of SoftVision to leave the employ of or  terminate
such persons relationship with SoftVision, unless otherwise  expressly agreed to in
writing. Intellisync and Sub agree that the damages that  SoftVision may incur if
Intellisync or Sub breach this Section 6.2(d) will be  substantial, but difficult to
ascertain. Intellisync and Sub therefore agree  that if Intellisync or Sub breach this
Section 6.2(d) that Intellisync or Sub  will pay SoftVision, as liquidated damages and
not as a penalty, the sum of  Fifty Thousand Dollars ($50,000).

6.3 
Hiring of Transferred Employees.

(a) As
soon as practicable after the date of this Agreement: (i) Intellisync and
SoftVision shall mutually agree upon the timing and method of contacting the
SoftVision employees (including the form of any written communications)
regarding the transactions contemplated by this Agreement and their opportunity
to accept employment with Sub following the Closing in accordance with this
Agreement; and (ii) Intellisync shall provide SoftVision a copy of the form of
employment offer letter that will be utilized by Intellisync or Sub in
connection with the hiring of SoftVision employees as contemplated hereby.
Subject to the procedures established pursuant to the immediately preceding
sentence, Intellisync and Sub shall have the right, prior to the Closing, to
contact the SoftVision employees for the purpose of making offers of employment
with Sub effective as of the Closing and receiving written acceptances of such
employment (in each case contingent upon the occurrence of the Closing and the
consummation of the transactions contemplated by this Agreement);
provided, however, that the terms and conditions of employment
offered by Intellisync or Sub shall be substantially similar to such SoftVision
employees terms and conditions of employment by SoftVision as of

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the date  of
this Agreement. SoftVision shall terminate each Transferred Employee  immediately prior
to the Closing. Neither Intellisync nor Sub shall have any  obligation with respect to,
and SoftVision shall remain fully responsible for,  all amounts (including, without
limitation, any severance payments) owing to any  Transferred Employee as a result of the
termination of such Transferred  Employees employment by SoftVision in connection
with the transactions  contemplated by this Agreement. Neither Intellisync nor Sub shall
be deemed to  be a successor employer with respect to the employment of any Transferred
Employee with respect to any benefit plans maintained by SoftVision for the  benefit of
such Transferred Employee.

(b)
Nothing contained in this Agreement shall confer upon any Transferred Employee
any right with respect to employment by Intellisync or Sub, nor shall anything
herein interfere with the right of Intellisync and Sub, following any employment
of any Transferred Employee, to terminate the employment of any such Transferred
Employee at any time, with or without cause, or restrict Intellisync or Sub in
the exercise of its independent business judgment in modifying any of the terms
and conditions of the employment of any such Transferred Employee.

(c)
SoftVision shall be solely responsible for any claims or causes of action by any
Transferred Employee that relate to or arise out of employment with SoftVision
prior to the Closing. SoftVision shall be responsible for the satisfaction of
all claims payable for medical, dental, life insurance, health, accident,
disability and other benefits brought by or in respect of any Transferred
Employee under any of the SoftVisions benefit plans where the claims arise
prior to the Closing, regardless of when such claims are filed.

6.4 
Access to Information.

(a) Prior
to the Closing, SoftVision will allow Intellisync and its accountants, legal
counsel, and other representatives to inspect the business records (including
expense records), personnel files, employment agreements and historical and
current salary and bonus information for all SoftVision employees, as well as
such other information related to SoftVisions business as Intellisync may
reasonably request in order to conduct its due diligence examination with
respect to the Transferred Employees. In addition, SoftVision shall provide
Intellisync a summary of the terms of its service provider relationships (e.g.,
ISP, food service, security, etc.) together with the contact information for
each such service provider.

(b)
No information or knowledge obtained in any investigation pursuant to this
Section 6.4 hereof shall affect or be deemed to modify any representation
or warranty contained herein or the conditions to the obligations of the parties
to consummate the transactions contemplated hereby in accordance with the terms
and provisions hereof.

6.5 
Confidentiality.Each of the parties hereto hereby agrees that the
information obtained in any investigation pursuant to Section 6.4 hereof,
or pursuant to the negotiation and execution of this Agreement or the
effectuation of the transactions contemplated hereby shall be maintained in
confidence pursuant to that certain Mutual Nondisclosure Agreement dated
________________ between Intellisync and SoftVision (the Nondisclosure
Agreement).

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6.6 
Expenses. Whether or not the transactions contemplated hereby are
consummated, all fees and expenses incurred in connection with such transactions
including, without limitation, all legal, accounting, financial advisory,
consulting and all other fees and expenses of third parties incurred by a party
in connection with the negotiation and effectuation of the terms and conditions
of this Agreement and the transactions contemplated hereby shall be the
obligation of the respective party incurring such fees and expenses.

6.7 
Public Disclosure. No public disclosure (whether or not in
response to an inquiry) shall be made by any party hereto regarding the subject
matter of this Agreement or the transactions contemplated hereby unless (a)
approved by the other party(ies) hereto prior to release or (b) such disclosure
is required by applicable law or regulation or pursuant to applicable subpoena;
provided, that any disclosure pursuant to clause (b) is limited to that
which in the written opinion of legal counsel for the disclosing party is
required to be disclosed.

6.8 
Reasonable Efforts. Subject to the terms and conditions provided
in this Agreement, and without modifying or otherwise affecting any of the
obligations set forth herein, each of the parties hereto shall use commercially
reasonable efforts to take promptly, or cause to be taken, all actions, and to
do promptly, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
transactions contemplated hereby, to obtain all necessary waivers, consents and
approvals and to effect all necessary registrations and filings and to remove
any injunctions or other impediments or delays, legal or otherwise, in order to
consummate and make effective the transactions contemplated by this Agreement
for the purpose of securing to the parties hereto the benefits contemplated
hereby .

6.9 
Additional Documents and Further Assurances. Each party hereto, at
the reasonable request of another party hereto, shall execute and deliver such
other instruments and do and perform such other acts and things as may be
necessary or desirable for effecting completely the consummation of this
Agreement and the transactions contemplated hereby.

|7. | Conditions
to Intellisyncs  and Subs Obligations.
|-- | ---------------------------------------------------

The
obligations of Intellisync and Sub under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, all or any of which may be waived by Intellisync and Sub in writing,
except as otherwise provided by applicable law:

7.1 
Representations, Warranties and Covenants.

(a) The
representations and warranties of SoftVision contained in this Agreement that
are qualified as to materiality shall be true and correct and the
representations and warranties of Buyer contained herein that are not so
qualified shall be true and correct in all material respects, in each case as of
the date of this Agreement and as of the Closing Date with the same effect as
though such representations and warranties had been made or given again at and
as of the Closing Date (except that the accuracy of representations and
warranties of SoftVision that by their terms speak as of a specified date will
be determined as of such date);

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(b)
SoftVision shall have performed and complied with all of its agreements,
covenants and conditions required by this Agreement to be performed or complied
with by SoftVision prior to or on the Closing Date;

(c)
Intellisync and Sub shall have received a certificate, dated as of the Closing
Date, signed and verified by an officer of SoftVision on behalf of SoftVision
certifying (i) to the matters set forth in Sections 7.1(a) and (b) hereof, and
(ii) the resolutions of the Board of Directors and stockholders of SoftVision
authorizing the execution and performance of this Agreement.

7.2 
No Injunctions or Restraints; Illegality. No temporary restraining
order, preliminary or permanent injunction or other order issued by any
Governmental Entity or any court of competent jurisdiction or other legal
restraint or prohibition restraining, enjoining, prohibiting or preventing the
consummation of the transactions contemplated hereby or making the consummation
of such transactions illegal shall be in effect; provided, that
Intellisync and Sub, on the one hand, and SoftVision, on the other hand, have
used reasonable efforts to remove such injunction, order, restraint or
prohibition; nor shall any proceeding brought by a Governmental Entity, seeking
any of the foregoing be pending; nor shall there be any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the transactions contemplated hereby, which makes the consummation
of such transactions illegal.

7.3 
Acceptance of Employment. The Transferred Employees shall have
accepted employment by Sub effective on the Closing Date in accordance with
Section 2.1 and Section 6.3 hereof.

|8. | Conditions
to SoftVisions Obligations.
|-- | ---------------------------------------

The
obligations of SoftVision under this Agreement are subject to the fulfillment,
prior to or on the Closing Date, of each of the following conditions, all or any
of which may be waived by SoftVision in writing, except as otherwise provided by
applicable law:

8.1 
Representations, Warranties and Covenants.

(a) The
representations and warranties of Intellisync and Sub contained in this
Agreement that are qualified as to materiality shall be true and correct and the
representations and warranties of Sellers contained herein that are not so
qualified shall be true and correct in all material respects, in each case as of
the date of this Agreement and as of the Closing Date with the same effect as
though such representations and warranties had been made or given again at and
as of the Closing Date (except that the accuracy of representations and
warranties of Sellers that by their terms speak as of a specified date will be
determined as of such date);

(b)
Each of Intellisync and Sub shall have performed and complied with all of its
respective agreements, covenants and conditions required by this Agreement to be
performed or complied with by them prior to or on the Closing Date; and

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(c)
SoftVision shall have received a certificate, dated as of the Closing Date,
signed and verified by an officer of Intellisync and Sub certifying (i) to the
matters set forth in Sections 8.1(a) and (b) hereof, and (ii) the resolutions of
the Board of Directors of each of Intellisync and Sub authorizing the execution
and performance of this Agreement.

8.2 
No Injunctions or Restraints; Illegality. No temporary restraining
order, preliminary or permanent injunction or other order issued by any
Governmental Entity or any court of competent jurisdiction or other legal
restraint or prohibition restraining, enjoining, prohibiting or preventing the
consummation of the transactions contemplated hereby or making the consummation
of such transactions illegal shall be in effect; provided, that
Intellisync and SoftVision have used reasonable efforts to remove such
injunction, order, restraint or prohibition; nor shall any proceeding brought by
a Governmental Entity, seeking any of the foregoing be pending; nor shall there
be any action taken, or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the transactions contemplated hereby, which
makes the consummation of such transactions illegal.

|9. | Indemnification
|-- | ---------------

9.1 
Survival of Representations and Warranties. All covenants
to be performed prior to the Closing Date, and all representations and
warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the consummation of the transactions contemplated hereby
and continue until 11:59 p.m., California time on the date that is twelve (12)
months following the Closing Date (the Expiration Date);
provided that if any claims for indemnification have been asserted with
respect to any such representations, warranties and covenants prior to the
Expiration Date, the representations, warranties and covenants on which any such
claims are based shall continue in effect until final resolution of such claims.
All covenants to be performed after the Closing Date shall not be subject to the
limitations on survivability set forth in this Section 9.1.

9.2 
Indemnification by SoftVision.

(a) Except
as otherwise expressly provided in this Section 9, from and after the Closing
Date, SoftVision shall, defend, indemnify and hold harmless each of Intellisync,
Sub and their respective directors, officers and affiliates (collectively,
Intellisync Indemnified Parties), and shall reimburse the
Intellisync Indemnified Parties, for, from and against any and all losses,
costs, damages, liabilities, fees (including without limitation attorneys
fees) and expenses (collectively, Losses) imposed on or
incurred by Intellisync Indemnified Parties resulting from or arising out of
(including, without limitation, resulting from or arising out of any claim made
by any third party) (i) a breach of SoftVisions representations,
warranties or covenants in this Agreement, and (ii) any liabilities or
obligations of SoftVision not expressly assumed by Intellisync or Sub pursuant
to this Agreement (including, without limitation, the payment and performance of
any Excluded Liability).

9.3 
Indemnification by Intellisync. Except as otherwise expressly
provided in this Section 9, from and after the Closing Date, Intellisync
shall defend, indemnify and hold harmless SoftVision and its directors, officers
and affiliates (collectively, SoftVision Indemnified

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Parties),
and shall reimburse SoftVision Indemnified Parties, for,  from and against any and all
Losses imposed on or incurred by SoftVision  Indemnified Parties resulting from or
arising out of (including without  limitation, resulting from or arising out of any claim
made by any third party)  a breach of Intellisyncs or Subs representations,
warranties or  covenants in this Agreement.

9.2 
Notice and Defense of Third-Party Claims. If any action, claim or
proceeding shall be brought or asserted under this Section 9 against any
Intellisync Indemnified Party or any SoftVision Indemnified Party (each an
Indemnified Person) in respect of any claim by a third party
for which indemnity may be sought under this Section 9 from an indemnifying
person or any successor thereto (the Indemnifying Person),
the Indemnified Person shall give prompt written notice of such action or claim
to the Indemnifying Person who shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Person and the
payment of all expenses; except that any delay or failure so to notify the
Indemnifying Person shall relieve the Indemnifying Person of its obligations
hereunder only to the extent, if at all, that (x) the Indemnified Person is
materially prejudiced by reason of such delay or failure, or (y) the
Indemnified Person fails to give notice of its claim. The Indemnified Person
shall have the right to employ separate counsel in any of the foregoing actions,
claims or proceedings and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the Indemnified Person
unless both the Indemnified Person and the Indemnifying Person are named as
parties and the Indemnified Person shall in good faith determine that
representation by the same counsel is inappropriate or presents conflicts of
interest. In the event that the Indemnifying Person, within thirty (30) days
after notice of any such action or claim, fails to assume the defense thereof,
the Indemnified Person shall have the right to undertake the good faith defense
of such action, claim or proceeding, with legal counsel chosen by the
Indemnified Person, for the account of and at the expense of the Indemnifying
Person, subject to the right of the Indemnifying Person to assume the defense of
such action, claim or proceeding at any time prior to the settlement, compromise
or final determination thereof. Anything in this Section 10 to the contrary
notwithstanding, (a) the Indemnifying Person shall not, without the
Indemnified Persons prior written consent, settle or compromise any action
or claim or consent to the entry of any judgment with respect to any action,
claim or proceeding for anything other than money damages paid by the
Indemnifying Person; provided that such settlement or compromise includes a
general unconditional release of the Indemnified Person and does not require any
admission of any wrongdoing, liability or violation of law, and (b) the
Indemnified Party shall not settle or compromise any action or claim or consent
to the entry of any judgment, except where the Indemnifying Person has failed to
assume the defense of such action or claim, and then only with the prior consent
of the Indemnifying Party, which shall not be unreasonably withheld or delayed.
The Indemnifying Person may, without the Indemnified Persons prior
consent, settle or compromise any such action, claim or proceeding or consent to
entry of any judgment with respect to any such action or claim that requires
solely the payment of money damages by the Indemnifying Person.

9.5 
Limitation on Remedies. Each of Intellisync and SoftVision
acknowledges and agrees that, absent fraud, its sole and exclusive remedy with
respect to any and all claims relating to the subject matter of this Agreement
shall be pursuant to the indemnification provisions set forth in this Section 9;
provided, however, that nothing in this Section 9 shall be deemed
to (i)

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prohibit or
limit any partys right at any time before, on or after  the Closing to seek
injunctive relief or other equitable relief for the failure  of any other party to
perform any covenant or agreement contained in this  Agreement or (ii) limit, prohibit or
restrict any of the rights or remedies of a  party in respect of any claim based upon the
failure or breach by the other  party(ies) hereto to observe or perform any covenant or
agreement which is to be  observed or performed after the Closing Date.

9.6 
Losses Threshold. Notwithstanding the other provisions of
this Section 9 and absent fraud, neither Intellisync nor SoftVision shall be
required to indemnify the other unless all claims individually or in the
aggregate of one party for indemnification, either actual or reasonably
estimable, exceed a minimum amount of $10,000 (the Threshold
Amount), whereupon satisfaction of such claims shall begin at the
first dollar of liability.

9.7 
Maximum Indemnification Amount. Absent fraud and except with
respect to the indemnification obligations set forth in clause (ii) of Section
9.2(a), the maximum aggregate indemnification amount that shall be due from any
indemnifying party pursuant to the indemnification obligations set forth in
Sections 9.2 or 9.3 hereof, as applicable, shall not exceed the Purchase Price.

|10. | Termination.
|--- | ------------

10.1
Termination of Agreement. This Agreement may be terminated
at any time prior to the Closing:

(a)
By mutual written consent of the parties hereto; or

(b) By
Intellisync or SoftVision if the other party goes into liquidation, has an
application or order made for its winding up or dissolution, has a resolution
passed or affirmatively takes any action to pass a resolution for its winding up
or dissolution, becomes unable to pay its debts as and when they fall due, or
has a receiver, receiver and manager, administrator, liquidator, provisional
liquidator, official manager or administrator appointed to it or any of its
assets;or

(c)
By any party if any Governmental Entity shall have issued an order, decree or
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the transactions contemplated by this Agreement; or

(d)
By either Intellisync or SoftVision if the Closing does not occur by June 30,
2004; or

(e)
By Intellisync if:

(i)
any of the conditions set forth in Section 7 hereof shall have become incapable of being
satisfied;  provided, however, that Intellisync and Sub may terminate this
Agreement pursuant to this Section 10.1(e)(i) only if Intellisync and Sub are  not in
material breach of or default under this Agreement at the time of such  termination; or

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(ii)
either (x) any representation or warranty made by SoftVision herein is untrue in any
material respect  or (y) SoftVision shall have defaulted in any material respect in the
performance of any of its material obligations under this Agreement;  provided, however,
that this Agreement may be terminated pursuant  to this Section 10.1(e)(ii) only if
Intellisync and Sub shall have given  SoftVision written notice of such untruth or such
default, as the case may be,  and such untruth or default, as the case may be, shall not
be cured within  fifteen (15) Business Days after receipt of such notice; or

(f)
By SoftVision if:

(i)
any of the conditions set forth in Section 8 hereof shall have become incapable of being
satisfied;  provided, however, that SoftVision may terminate this Agreement
pursuant to this Section 10.1(f)(i) only if SoftVision is not in material breach  of or
default under this Agreement at the time of such termination; or

(ii)
either (x) any representation or warranty made by Intellisync and Sub herein is untrue in
any material  respect or (y) Intellisync or Sub shall have defaulted in any respect in
the  performance of any of its material obligations under this Agreement;  provided,
however, that this Agreement may be terminated pursuant  to this Section
10.1(f)(ii) only if SoftVision shall have given Intellisync  written notice of such
untruth or default, as the case may be, and such untruth  or default, as the case may be,
shall not be cured within fifteen (15) Business  Days after receipt of such notice.

10.2 
Procedure and Effect of Termination.

(a)
In the event of termination of this Agreement by any or all of the parties
pursuant to Section 10.1 hereof, written notice shall be given to each
other party specifying the provision of Section 10.1 pursuant to which such
termination is made and there shall be no liability on the part of the
terminating party(ies) (or their respective officers, directors, partners or
affiliates) for such termination. Any such termination shall not limit the
rights or remedies of the non-breaching party(ies).

(b)
In the event this Agreement is terminated by SoftVision pursuant to Section
10.1(f), then the installment of the Purchase Price paid to SoftVision pursuant
to Section 2.3(a) hereof shall thereupon become non-refundable and may be
retained in full by SoftVision; provided, however, that,
notwithstanding any provision of this Agreement to the contrary, the benefit
provided pursuant to this Section 10.2(b) shall be SoftVisions exclusive
remedy for such termination.

|11. | Miscellaneous.
|--- | --------------

11.1 
Amendments and Waivers.

(a)
This Agreement may be not be amended, modified, altered or supplemented, except
by a written agreement executed by each of the parties hereto.

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(b)
Any waiver by Intellisync or SoftVision of any breach of or failure to comply
with any provision or condition of this Agreement by the other party shall not
be construed as, or constitute, a continuing waiver of such provision or
condition, or a waiver of any other breach of, or failure to comply with, any
other provision or condition of this Agreement, any such waiver to be limited to
the specific matter and instance for which it is given. No waiver of any such
breach or failure or of any provision or condition of this Agreement shall be
effective unless in a written instrument signed by the party granting the waiver
and delivered to the other party hereto in the manner provided for hereunder in
Section 11.6. No failure or delay by either party to enforce or exercise its
rights hereunder shall be deemed a waiver hereof, nor shall any single or
partial exercise of any such right or any abandonment or discontinuance of steps
to enforce such rights, preclude any other or further exercise thereof or the
exercise of any other right

11.2 
Binding Effect; Assignment. This Agreement and the rights and
obligations hereunder may not be assigned by any party hereto, by operation of
law or otherwise, without the prior written consent of the other parties hereto;
provided, however, that Intellisync and Sub may assign this
Agreement without the prior written consent of SoftVision and Mr. Russo to any
person that (x) purchases all or substantially all of the assets of Intellisync
or Sub, as the case may be, or (y) is Intellisyncs or Subs successor
in interest by way of merger, reorganization, consolidation, tender offer,
recapitalization or other similar transaction, in each case so long as such
person assumes and agrees in writing to perform and discharge all of
Intellisyncs and Subs obligations to SoftVision under this
Agreement. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and permitted
assigns.

11.3 
Governing Law; Jurisdiction. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law. In any action between the parties arising out of or relating to this
Agreement or any of the transactions contemplated by this Agreement: (a) each of
the parties irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of the state and federal courts located in
Santa Clara County, California and the Northern District of California,
respectively; (b) if any such action is commenced in a state court no located in
Santa Clara Count, California, then, subject to applicable law, no party shall
object to the removal of such action to any federal court located in the
Northern District of California; (c) each of the parties irrevocably waives the
right to trial by jury; and (d) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive notice in
accordance with Section 11.6.

11.4 
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. This Agreement shall become effective
when one or more counterparts, taken together, shall have been executed and
delivered by all of the parties.

11.5 
Headings. The section headings used in this Agreement (including
without limitation, section heading and headings in the exhibits and schedules)
are used for convenience only and are not to be considered in construing or
interpreting this Agreement. References to the singular shall include the plural
and vice versa.

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11.6 
Notices.All notices, demands, consents, requests, instructions
and other communications to be given or delivered or permitted under or by
reason of the provisions of this Agreement or in connection with the
transactions contemplated hereby or by the Related Agreements shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (a) if personally delivered, on the Business Day of such
delivery (as evidenced by the receipt of the personal delivery service), (b) if
mailed certified or registered mail return receipt requested, four (4) Business
Days after being mailed, (c) if delivered by overnight courier (with all charges
having been prepaid), on the Business Day of such delivery (as evidenced by the
receipt of the overnight courier service of recognized standing), or (d) if
delivered by facsimile transmission, on the Business Day of such delivery if
sent by 5:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding Business Day (as evidenced by the printed confirmation of
delivery generated by the sending partys telecopier machine). If any
notice, demand, consent, request, instruction or other communication cannot be
delivered because of a changed address of which no notice was given (in
accordance with this Section 11.6), or the refusal to accept same, the notice,
demand, consent, request, instruction or other communication shall be deemed
received on the second Business Day the notice is sent (as evidenced by a sworn
affidavit of the sender). All such notices, demands, consents, requests,
instructions and other communications will be sent to the following addresses or
facsimile numbers as applicable:

| | If
to Intellisync or Sub to:
| | ----------------------------

| | Intellisync,
Inc. 2550 North First Street, Suite 500 San Jose, CA 95131 Attention:  General Counsel Telephone:
(408) 321-3886 Facsimile:  (408) 321-7650
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | with
a copy to:
| | ---------------

| | Heller
Ehrman White & McAuliffe LLP  2775 Sand Hill Road  Menlo Park, CA 94025  Attention:
Elias J. Blawie                     Thomas Tobiason  Telephone:  (650) 854-4488  Facsimile:  (650) 233-8386
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | If
to SoftVision or Mr. Russo, to:
| | ----------------------------------

| | SoftVision
SRL  21 Decembrie Blvd #118  Cluj-Napoca  Romania, 3400  Attention:  Laurentiu Russo
President  Telephone: +40 744 931856  Facsimile: +1 408 904 7330
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | with
a copy to:
| | ---------------

| | __________________________________
| | ----------------------------------

| | __________________________________
| | ----------------------------------

| | __________________________________
| | ----------------------------------

| | __________________________________ Attention:
Telephone: Facsimile:
| | -------------------------------------------------------------------

or to
such other address as any party may specify by notice given to the other party
in accordance with this section 11.6.

11.7 
Severability. The parties agree that should any provision of this
Agreement be held to be invalid, illegal or unenforceable in any jurisdiction,
that holding shall be effective only to the extent of such invalidity, illegally
or unenforceability without invalidating or rendering illegal or unenforceable
the remaining provisions hereof, and any such invalidity, illegally or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. It is the intent of the
parties that this Agreement be fully enforced to the fullest extent permitted by
applicable law.

11.8 
Entire Agreement. This Agreement, the schedules and exhibits
hereto, the Nondisclosure Agreement, and the instruments and other documents
(including, without limitation, the Related Agreements) delivered pursuant to
this Agreement constitute the entire understanding and agreement of the parties
pertaining to the subject matter hereof and thereof, and supersedes all prior
and/or contemporaneous understandings and agreements of any kind and nature
(whether written or oral) among the parties with regard to such subject matter,
all of which are merged herein.

11.9 
Third Parties. Except as expressly permitted by Section 11.2
hereof, nothing herein is intended or shall be construed to confer upon or give
to any Person, other than the parties hereto and the Indemnified Persons, any
rights, privileges or remedies under or by reason of this Agreement.

11.10 
Attorneys Fees. In any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys fees, costs
and necessary disbursements in addition to any other relief to which such party
may be entitled.

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[The
remainder of this page is intentionally left blank.]

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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized officers of Intellisync, Sub and SoftVision and by Mr. Russo as of
the date first above written.

| | INTELLISYNC
CORPORATION  By: /s/ WOODSON HOBBS  Name: Woodson Hobbs
 Title: President
| | -------------------------------------------------------------------------------------

| | SOFTVISION
SRL  By: /s/ LAURENTIU RUSSO   Name: Laurentiu Russo  
Title: President
| | ----------------------------------------------------------------------------------

| | MR.
RUSSO, as to Section 6.1 hereof only  By: /s/ LAURENTIU RUSSO Laurentiu Russo
| | ---------------------------------------------------------------------------------

---

EXHIBIT
A

TRANSFERRED
EMPLOYEES

|                      |  |                       | 
|--------------------- |  | --------------------- | 
|DEVELOPMENT           |  | QA                    | 
|Valentin Deac         |  | Angela Pop            | 
|Mihai Baumgarten      |  | Zsolt Kovacs          | 
|Attila Vajda          |  | Vlad Popa             | 
|Andrei Muresan        |  | Antoanela Balint      | 
|Anca Sincelean        |  | Ligia Garlea          | 
|Gabriel Ciuloaica     |  | Andu Puscasu          | 
|Mircea Irimies - lead |  | Claudia Dragan        | 
|Ovidiu Paraian - lead |  | Lucia Comsa           | 
|Marius Bandre - lead  |  | Mirela Haitonic       | 
|Bogdan Potor - lead   |  | Raluca Cindrea        | 
|Adrian Baranga - lead |  | Emilian Junc          | 
|Marius Campan - lead  |  | Calin Ciupercea       | 
|Ioan Kiss             |  | Dan Simonca           | 
|Robert Beret          |  | Andrea Dezsi          | 
|Sergiu Moldovan       |  | Sorina Pintea         | 
|Ioan Cordos           |  | Laurentia Gadalean    | 
|Robert Enyedi         |  | Iulia Stefoi          | 
|Tudor Pintea          |  | Bogdan Cimpoesu       | 
|Cristian Frentiu      |  | Florina Trifan        | 
|Robert Zavalczki      |  | Alexandru Cosma       | 
|Augustin Masca        |  | Gabriel Kis           | 
|Daniel Vlasin         |  | Dorin Popovici        | 
|                      |  |                       | 
|Mihai Hangan          |  | Cristian Iorga - lead | 
|Flaviu Matan          |  | Sergiu Tent           | 
|Daniel Lupu           |  | Florin Moldovan       | 
|Marius Oltean         |  | Andreea Olaru         | 
|Adrian Boatca         |  |                       | 
|Claudius Janosi       |  |                       | 
|Gabor Aron            |  |                       | 
|Cristian Anita        |  |                       | 

---

|   |  |    | 
|-- |  | -- | 
|30 |  | 26 | 

---

EXHIBIT
B

RETURNED
PROPERTY

[List of
hardware, software and other personal property previously purchased by Intellisync for
SoftVision employees in connection  with their prior engagement by Intellisync to come.]