exv10w2



 





Exhibit 10.2




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TERAFORCE TECHNOLOGY CORPORATION
FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH “***”.



Technology Transfer and Support Agreement




     This Technology Transfer and Support Agreement (this “Transfer Agreement”)
is made and entered into as of November 13, 2003 by and between VISTA Controls,
Inc., a California corporation, with offices at 28965 Avenue Penn, Santa
Clarita, CA 91355 (“VISTA”), and DNA Computing Solutions, Inc., a Delaware
corporation with offices at 1240 East Campbell Road, Richardson, Texas 75081
(“DNA”).



Recitals




     Whereas, VISTA and DNA are parties to that certain Technology License and
Marketing Agreement, dated of even date herewith and to which this Transfer
Agreement forms an exhibit (the “License Agreement”), pursuant to which, among
other things, DNA is granting VISTA a license in and to the Licensed Technology
(as defined therein);



     Whereas, in connection with the transactions contemplated by the License
Agreement, VISTA desires that DNA deliver to VISTA all know-how, documentation,
processes, procedures and other information and materials relating to and
necessary or useful for the full understanding, use and application of the
Licensed Technology;



     Whereas, VISTA further desires that DNA perform certain consulting,
engineering support and technical assistance for and on behalf of VISTA related
to the Licensed Technology; and



     Whereas, DNA is willing to perform such services, on the terms and
conditions set forth herein.



Agreement




     Now, Therefore, for and in consideration of the foregoing and of the
mutual promises, covenants, conditions, and undertakings hereinafter set forth,
the sufficiency of which is hereby acknowledged, and for other good and
valuable consideration, it is agreed by and between the parties as follows:



     1. Definitions. Capitalized terms used and not defined herein have the
meanings given them in the License Agreement. The following terms have the
following meanings:



          “Acceptance” has the meaning set forth in Section 3(b) of this Transfer
Agreement.



          “Acceptance Period” has the meaning set forth in Section 3(b) of this
Transfer Agreement.



          “Acceptance Test” has the meaning set forth in Section 3(b) of this
Transfer Agreement.



          “Continuing Support Period” has the meaning set forth in Section 4 of this
Transfer Agreement.



          “Information and Materials” means the Licensed Technology and all
information, ideas, concepts, knowledge, know-how, understandings,
recollections, familiarities, practices, processes, methods, uses,
applications, market, industry and customer data, materials, documents,
instructions, drawings,



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designs, diagrams, specifications, prototypes, graphics, art work, labels,
branding, packaging, trademarks, trade names, trade dress, trade styles,
service marks, identifying marks and copyrightable materials and other works of
authorship, operational, technical and other data, inventions, discoveries,
research and development information, works, works of authorship, creative
works, content, deliverables, technologies, formulae, algorithms, models, trade
secrets, confidential information, interfaces, programs, source code, object
code, and all other tangible and intangible materials and information relating
to, incorporating, evidencing the Licensed Technology or necessary, useful or
appropriate for the effective use, maintenance, modification, adaptation and
support of the Licensed Technology and all updates, upgrades, improvements,
enhancements, modifications, alterations and derivative works related thereto,
and any and all other manifestations or embodiments of any of the Licensed
Technology or any of the foregoing, regardless of the form or the manner in
which it was or is developed or conceived, and whether existing singularly or
in combination with other information and materials, which DNA owns, has a
right to use, uses or holds for use on, prior to or after the Effective Date,
including without limitation, all hardware designs, board support software,
manufacturing data, DNA’s portfolio of Wingspan libraries and those specific
deliverables set forth in the Transfer Schedule attached hereto as Exhibit A.



          “Initial Support Period” has the meaning set forth in Section 4 of this
Transfer Agreement.



          “License Agreement” has the meaning set forth in the Recitals to this
Transfer Agreement.



          “License and Transfer Fees” has the meaning set forth in Section 7(a) of
this Transfer Agreement.



          “Qualified Personnel” has the meaning set forth in Section 5(a) of this
Transfer Agreement.



          “Stage” has the meaning set forth in Section 2 of this Transfer
Agreement.



          “Support Period” has the meaning set forth in Section 4 of this
Transfer Agreement.



          “Support Services” has the meaning set forth in Section 4 of this
Transfer Agreement.



          “Transfer” has the meaning set forth in Section 2 of this Transfer
Agreement.



          “Transfer Schedule” has the meaning set forth in Section 2 of this
Transfer Agreement.



          “Virus” has the meaning set forth in Section 8(b)(ii) of this
Transfer Agreement.



     2. Transfer of Information and Materials. DNA shall, at its expense,
furnish, transfer and deliver to VISTA, free and clear of all liens, charges
and encumbrances (other than the licenses and rights granted to VISTA pursuant
to the License Agreement), all Information and Materials, which transfer shall
include the delivery of all physical and electronic portions of the Information
and Materials as well as the transfer of all intangible informational portions
of the Information and Materials as part of the Support Services set forth in
Section 4 below (collectively, the “Transfer”). All Information and Materials
shall be Transferred to VISTA in stages (each, a “Stage”) according to the
transfer schedule attached hereto as Exhibit A (the “Transfer Schedule”);
provided, however, that the inclusion of those specific deliverables set forth
on the Transfer Schedule shall not limit the scope of the Information and
Materials to be Transferred to VISTA hereunder. VISTA shall be entitled to
designate in its sole discretion the location at which, and the method, manner
and means by which, the Information and Materials are Transferred hereunder.



     3. Acceptance of Transferred Information and Materials.



          (a) Interim Testing. For efficiency purposes and in addition to the
acceptance testing provided for in Section 3(b) below, VISTA shall be entitled
to conduct informal testing at various



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times during the Transfer to ensure that the portions of the Information
and Materials are being delivered and transferred to VISTA in accordance with
this Transfer Agreement and are otherwise free from errors and omissions;
provided, however, that no such informal testing nor any provisional acceptance
thereof by VISTA shall constitute acceptance of any aspect of the Information
and Materials by VISTA or relieve DNA of the responsibility to complete
successful acceptance tests on the Transfer of the Information and Materials
for a Stage as a precondition to its entitlement to certain payments under this
Transfer Agreement.



          (b) Acceptance Testing. Upon completion of the Transfer of all
Information and Materials relating to a Stage as set forth on the Transfer
Schedule (and upon final Transfer of all Information and Materials hereunder),
DNA shall deliver to VISTA a written certification that such Information and
Materials have been fully Transferred hereunder and ready for acceptance
testing hereunder. Upon receipt of such notice, VISTA or its designee shall
have a period of ten (10) days following each Stage (and ten (10) days
following the expiration of such period with respect to the final Transfer of
Information and Materials hereunder)(as applicable, the “Acceptance Period”) to
test and evaluate (the “Acceptance Test”) such Information and Materials to
determine in its reasonable discretion whether they conform to, and have been
Transferred in accordance with, this Transfer Agreement, the applicable Stage,
Transfer Schedule and their applicable specifications, and to ensure that they
can be effectively utilized by VISTA in its operating business environment.
All Acceptance Tests shall be performed in the manner determined by VISTA. At
no cost to VISTA, DNA personnel will be available to VISTA during such testing.
The Information and Materials for an applicable Stage will be deemed accepted
(“Acceptance”) (i) if VISTA gives written notice of its acceptance, or (ii) if
VISTA fails to deliver its acceptance or rejection of the Information and
Materials for an applicable Stage within the Acceptance Period and DNA gives
VISTA written notice of the expiration of the Acceptance Period two (2) days
prior to the expiration thereof.



          (c) Failure. If VISTA determines, in its reasonable discretion, that the
Information and Materials or any portion thereof fail to pass the Acceptance
Test, VISTA will notify DNA within five (5) days following the end of the
Acceptance Period, specifying the nature of such failure in reasonable detail.
DNA shall, at its own expense, Transfer such Information and Materials as
required hereunder and/or make such necessary corrections and modifications to
the Information and Materials as will permit them to be ready for retesting no
later than fifteen (15) days (or such longer period as VISTA may authorize in
writing) from the date of receipt of VISTA’s notice of failure, and VISTA shall
be entitled to commence and complete retesting of the Information and Materials
as soon as commercially reasonable thereafter. If VISTA determines that the
Information and Materials still fail to pass the Acceptance Test, VISTA shall
promptly notify DNA in writing, and shall have the right, at its option, to
require DNA to re-perform its obligations hereunder or give written notice to
DNA of termination of this Transfer Agreement, without liability on the part of
VISTA to DNA for any such terminated portions. In the event VISTA elects to
terminate this Transfer Agreement hereunder, VISTA shall be entitled to a
refund of all amounts paid to DNA hereunder.



          (d) Non-Prejudicial Acceptance. Notwithstanding anything herein to the
contrary, DNA agrees that VISTA’s or its designee’s (i) failure to inspect or
discover any nonconformity with respect to the Information and Materials or
Transfer of the Information and Materials, (ii) inspection of all or less than
all of the Information and Materials, or (iii) approval, acceptance or payment
by VISTA of or for the Information and Materials, is without prejudice to any
rights, remedies or entitlements VISTA may have under this Transfer Agreement,
at law, in equity or otherwise, and shall not relieve DNA from any obligations
under any warranties, representations, covenants or obligations hereunder,
express or implied.



     4. Consulting and Support Services. As reasonably requested by VISTA from
time to time during the period commencing on the Effective Date and expiring
twelve (12) months following Acceptance of all Information and Materials
hereunder (the “Initial Support Period”), and thereafter for up to ten (10)
hours per week during the term of this Transfer Agreement (the “Continuing
Support Period” and collectively with the Initial Support Period, the “Support
Period”), DNA shall provide to VISTA all consulting, engineering and technical
assistance, training and support sufficient for VISTA and its employees and
agents to fully understand the design, architecture, logic, function, operation
and



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development of the Licensed Technology and the Information and Materials
in order that VISTA can continue to efficiently and effectively use, reproduce,
operate, develop, maintain, support, modify, adapt and market the Licensed
Technology (the “Support Services”).



     5. Personnel.



          (a) The Support Services shall include, but not necessarily be limited to,
the consulting services of those employees of DNA necessary to adequately
provide the services required by VISTA, subject to the reasonable review and
approval of VISTA, or such other designated engineers as the parties may
mutually agree (such engineers along with any other DNA personnel and agents
providing services hereunder are referred to herein as the “Qualified
Personnel”) at no additional charge to VISTA. VISTA shall be entitled, in its
discretion, to have any Qualified Personnel substituted with one or more DNA
engineers, personnel or agents to continue providing the Support Services
hereunder, all of which substitute persons shall constitute Qualified Personnel
hereunder. All acts or omissions of the Qualified Personnel shall be deemed
acts or omissions of DNA under this Transfer Agreement.



          (b) In accordance with Section 6 below, DNA agrees to assign and transfer,
and hereby does assign and transfer, to VISTA all Intellectual Property Rights
(as defined in the License Agreement) resulting from the performance of the
Qualified Personnel of any Support services contemplated in this Section 5
related to the VISTA Technology or Combined Technology (other than related
solely to the Pre-Existing Materials or Licensed Technology).



          (c) During the performance of the Support Services, the Qualified
Personnel will remain employees solely of DNA and DNA shall be solely
responsible for the compensation, employee benefits, tax withholding,
supervision and discipline of the Qualified Personnel, and the Qualified
Personnel shall continue to report to DNA and be subject to DNA’s employment
policies and procedures.



          (d) VISTA agrees to designate and make reasonably available to DNA one or
more persons and engineers, selected by VISTA, to receive the training to be
provided by DNA as part of the Support Services. VISTA shall be entitled to
substitute any such person upon notice to DNA.



     6. Ownership. DNA agrees that all material, notes, records, works of
authorship, inventions, designs, discoveries, improvements, developments,
confidential information and trade secrets made, conceived, reduced to
practice, or discovered by DNA in performing the Support Services related to
the VISTA Technology or Combined Technology (other than related solely to the
Pre-Existing Materials or Licensed Technology) shall constitute VISTA Property
subject to the terms and conditions of the License Agreement.



     7. Fees and Payment.



          (a) License and Transfer Fees. Subject to the terms and conditions of
this Transfer Agreement and the License Agreement and in consideration of the
performance by DNA of its obligations under this Transfer Agreement and the
License Agreement, VISTA agrees to pay DNA the fees (the “License and Transfer
Fees”) designated on the Transfer Schedule attached hereto as Exhibit A upon
Acceptance of each Stage of the Transfer of the Information and Materials.



          (b) Expenses. Except as otherwise explicitly set forth in this Transfer
Agreement or as otherwise agreed to by the parties in writing, each party shall
bear all of its own expenses incurred in performing its obligations under this
Transfer Agreement. A party will reimburse the other party for reasonable
out-of-pocket costs and expenses required and actually incurred by such party
in performing its obligations hereunder only if the performing party has (i)
obtained the other party’s prior written consent to reimburse the performing
party for such expenses, which consent may be given or withheld in the
non-performing party’s sole discretion, (ii) detailed such expenses on a form
acceptable to the other party, and (iii) submitted supporting documentation
reasonably satisfactory to the other party.



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     8. Representations and Warranties.



          (a) Each party represents, warrants and covenants to the other that (i) it
has the right, power and authority to enter into and perform its obligations
under this Transfer Agreement, and this Transfer Agreement constitutes a legal,
valid and binding obligation on its part, enforceable against it in accordance
with its terms; and (ii) the execution, delivery and performance of this
Transfer Agreement by such party will not result in the breach of any terms of,
or constitute a default under, or conflict with, or cause any acceleration of
any obligation of such party, or violate any applicable law, rule or
regulation, and each party will at all times comply with all applicable
federal, state and local laws, rules and regulations in the performance of its
obligations hereunder and obtain and possess all licenses, consents, permits
and other required or prudent authorizations to perform its obligations
hereunder; and (iii) it has no outstanding agreement or obligation to any third
party that is in conflict with any of the provisions of this Transfer
Agreement, or that would preclude it from complying fully with the provisions
hereof, and further certifies that it will not enter into any such conflicting
agreement during the term of this Transfer Agreement.



          (b) In addition to the representations, warranties and covenants set forth
in the License Agreement, all of which are incorporated herein by reference as
applicable to the Information and Materials and the performance of DNA’s and
VISTA’s obligations hereunder, DNA represents, warrants and covenants to VISTA
that:



               (i) Each Qualified Personnel, and each independent contractor of DNA, if
any, has executed an agreement with DNA containing provisions consistent with
DNA’s obligations to VISTA under this Transfer Agreement and the License
Agreement.



               (ii) The Information and Materials shall be free of all computer
instructions, files, programs or program code, devices or techniques (including
any copy protection key, code clock, time bomb, virus, Trojan horses, worm,
trap door, back door and other harmful code) that can or were designed to (A)
affix themselves to, bury themselves within or send instructions to, other
files, data, programs or program code in order to cause malfunctions, errors or
destruction, corruption or otherwise limit the use of data or the Information
and Materials when affixed or at a later time, or (B) threaten, infect,
assault, vandalize, defraud, disrupt, damage, disable, alter, inhibit or shut
down the Information and Materials or the use or application thereof, including
other programs, data storage and computer libraries or otherwise prevent VISTA
from utilizing or accessing the Information and Materials as intended
(collectively, a “Virus”). If at any time the Information and Materials are
found to contain a Virus, then DNA shall promptly repair or replace the same
with Virus free Information and Materials that meet all of the terms and
conditions the Agreements.



     9. Term and Termination.



          (a) This Transfer Agreement will commence on the Effective Date and will
continue, unless earlier terminated as provided below, during the Exclusive
Period (as defined in the License Agreement).



          (b) Either party may exercise its rights of termination set forth in the
License Agreement to terminate this Transfer Agreement; provided, however, that
either party may terminate this Transfer Agreement immediately upon written
notice to the other party if the License Agreement is terminated for any
reason; provided, further, that DNA shall not be entitled to terminate this
Transfer Agreement (except for VISTA’s nonpayment of undisputed amount due and
payable hereunder) until termination and expiration of all rights granted under
the License Agreement and until it fully satisfies its obligations to Transfer
of all Information and Materials as set forth herein.



          (c) Upon termination of this Transfer Agreement, all rights and duties of
the parties hereunder shall cease except:



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               (i) VISTA shall be obliged to pay, within thirty (30) days after receipt
of DNA’s final statement (in the form of an invoice), any undisputed amounts
due and owing to DNA hereunder; and



               (ii) Section 6 (Ownership), this Section 9 (Term and Termination), Section
10 (Indemnification and Insurance) and Section 11 (Miscellaneous) shall survive
expiration or termination of this Transfer Agreement.



     10. Indemnification and Insurance. The parties agree that the terms and
conditions set forth in Article 10 (Indemnification and Insurance) of the
License Agreement are incorporated by reference herein and shall apply to, and
each party agrees to comply with and be bound by such terms and conditions as
applicable to, this Transfer Agreement, the Information and Materials and the
parties’ respective obligations hereunder. In addition to the indemnity
obligations set forth in Section 9.1(a) of the License Agreement, DNA shall
defend, indemnify and hold harmless the VISTA Indemnitees under Section 9.1 of
the License Agreement from and against any and all liabilities, damages,
losses, claims, demands, assessments, actions, causes of action, costs
(including attorneys’ fees and associated expenses) and any of them, arising
out of or resulting from claims with respect to any claim arising out of or
relating to any act or omission, actual or alleged, by DNA in connection with a
Qualified Personnel member’s employment with DNA or any Support Services
hereunder, including, without limitation, the provision of services for the
benefit of VISTA while a DNA employee, including, without limitation, with
respect to (a) any alleged work-related injury, illness or death; (b) claim for
payment of wages accrued during a Qualified Personnel’s employment with DNA;
(c) claim for accrued employee pension, profit sharing, retirement, welfare,
fringe or other benefit obligations of DNA, including, without limitation, any
claims under the Employee Retirement Income Security Act of 1974, as amended;
or (d) any claims arising out of a contention that VISTA is an employer, dual
employer or joint employer of such Qualified Personnel.



     11. Miscellaneous




          (a) Independent Contractor Status. The parties to this Transfer Agreement
are independent contractors and this Transfer Agreement shall not be construed
to create any partnership, franchise or employment relationship. In addition,
nothing in this Transfer Agreement shall be deemed to appoint or authorize one
party to act as an agent or other representative of the other party or to
assume or incur any liability or obligation in the name of or on behalf of the
other party, but this Section shall not be construed to diminish any licenses
or rights granted to VISTA under this Transfer Agreement.



          (b) Force Majeure. Any failure or delay in the performance by VISTA or DNA
of their respective obligations hereunder, other than a failure to pay
undisputed amounts due hereunder, shall not be a breach of this Transfer
Agreement if such failure or delay arises out of or results primarily from an
Event of Force Majeure. In the event that an Event of Force Majeure materially
affects a party’s obligations hereunder, then upon notice to the other party,
the party affected thereby shall be relieved of its obligations hereunder for
so long as such Event of Force Majeure continues to have such affect. Both
VISTA and DNA shall use their commercially reasonable efforts to avoid the
occurrence and remove the causes of an Event of Force Majeure and to continue
performance of their respective obligations hereunder promptly following the
removal of such causes.



          (c) Assignments. This Transfer Agreement is binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns. Affiliates of VISTA are intended third party beneficiaries of this
Transfer Agreement to the extent expressly provided herein. DNA shall not
assign or transfer any of its rights under this Transfer Agreement (whether by
merger, operation of law or otherwise) or delegate any of its obligations or
duties hereunder without the prior written consent of VISTA, which may be
withheld in VISTA’s sole discretion. VISTA shall be entitled to assign,
transfer or delegate this Transfer Agreement or any rights or duties under this
Transfer Agreement upon prior written notice to DNA. Any assignment of this
Transfer Agreement by either party shall not relieve or release such party from
any of its duties or obligations under this Transfer Agreement.



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          (d) Notices. Any notice contemplated by or required or permitted to be
given under this Transfer Agreement shall be given in the manner set forth in
the License Agreement.



          (e) Expenses. Each party hereto shall pay all of its own administrative
expenses (including without limitation the fees and expenses of its agents,
representatives and counsel) incident to the preparation and implementation of
this Transfer Agreement.



          (f) Waiver. No waiver by either party hereto of any breach or default of
any of the covenants or agreements herein set forth shall be deemed a waiver as
to any subsequent and/or similar breach or default. The failure of any party
hereto to enforce at any time any of the provisions of this Transfer Agreement
shall in no way be construed to constitute a waiver of any such provision nor
in any way to affect the validity of this Transfer Agreement or any part
hereof, including the right of any party thereafter to enforce each and every
provision. The waiver by any party to this Transfer Agreement of any breach or
violation of any provision of this Transfer Agreement by the other party hereto
shall not operate or be construed to be a waiver of any subsequent breach or
violation thereof.



          (g) Governing Laws, Venue, Jurisdiction, Disputes. This Transfer
Agreement shall be interpreted and construed in accordance with the laws of the
State of North Carolina and the United States of America. Any disputes,
controversies or differences arising out of or in connection with this Transfer
Agreement or the making thereof, Including claims of fraud in the inducement,
which cannot be settled by mutual agreement shall be resolved by the state or
federal courts located in Mecklenburg County, North Carolina. All parties
hereby submit to the jurisdiction of said courts. The provisions of Article 10
(Dispute Resolution) of the License Agreement shall apply to this Transfer
Agreement.



          (h) Drafting. All parties hereto have been represented by counsel, and
each voluntarily enters into and agrees to be bound by this Transfer Agreement
as written on the day it is signed. Authorship of this Transfer Agreement shall
be deemed to be joint, and shall not be attributed to one party or another for
the purpose of construing its terms or provisions. The Recitals to this
Transfer Agreement are for reference purposes only and shall not be binding
upon any party or otherwise used by a party to contradict or challenge the
terms of this Transfer Agreement.



          (i) Severability. If any provision of this Transfer Agreement is declared
or found to be illegal, unenforceable or void, then both parties shall be
relieved of all obligations arising under such provision, but only to the
extent that such provision is illegal, unenforceable or void. Further, this
Transfer Agreement shall be deemed amended by modifying such provision to the
extent necessary to make it legal and enforceable while preserving its intent
or, if that is not possible, by substituting therefore another provision that
is legal and enforceable and achieves the same intended objective. If the
remainder of this Transfer Agreement shall not be affected by such illegal,
unenforceable or void provision and is capable of substantial performance, then
each provision not so affected shall be enforced to the extent permitted by
law.



          (j) Counterparts. This Transfer Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts,
and by different parties in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same agreement. Each such agreement,
document or instrument shall become effective upon the execution of a
counterpart hereof or thereof by each of the parties hereto.



          (k) Media Releases. All media releases, public announcements and public
disclosures by DNA or VISTA, or their respective Affiliates, representatives,
employees or agents, relating to this Transfer Agreement or its subject matter,
but not including any announcement intended solely for internal distribution by
a party or any disclosure required by legal, accounting or regulatory
requirements beyond the reasonable control of a party, shall be coordinated
with and approved in writing by the other party prior to the release thereof.



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          (l) Further Acts. Each party shall do, or cause to be done, all such
further acts, and shall execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all such further documentation as
the other party reasonably requires to carry out the purposes of this Transfer
Agreement.



          (m) Non-Exclusive Remedies; Specific Performance. DNA acknowledges and
agrees that any and all rights, remedies or entitlements afforded to VISTA
hereunder shall be in addition and without prejudice to any rights, remedies or
entitlements VISTA may have at law, in equity or otherwise. Without limiting
the foregoing, DNA acknowledges that damages in the event of breach of DNA’s
obligations under this Transfer Agreement would be difficult to ascertain, and
therefore agrees that VISTA shall have the right to an injunction and any other
equitable relief in any court of competent jurisdiction, enjoining any such
breach, including, without limitation, the right to obtain specific performance
against DNA for the full and complete performance and satisfaction of its
obligations to Transfer the Information and Materials to VISTA and perform the
Support Services hereunder, and shall be entitled to recover its costs incurred
in prosecuting or defending such action, including reasonable attorneys’ fees.



          (n) Entire Agreement; Amendments. This Transfer Agreement and its
Exhibits (and to the extent applicable, the License Agreement and the
Distribution Agreement) constitute the entire agreement between the parties
with respect to the subject matter hereof, and all prior agreements respecting
the subject matter hereof, either written or oral, expressed or implied, shall
be abrogated, canceled, and are null and void and of no effect. All amendments
to this Transfer Agreement must be in writing and signed by the parties. Each
party represents and warrants to the other party that in entering into this
Transfer Agreement it has not relied on any representations, promises or
assurances from the other party or any employee, officer, director,
representative, attorney or Affiliate of the other party not expressly
contained in this Transfer Agreement. Any other terms or conditions shall not
be incorporated herein or be binding upon either party unless expressly agreed
to in writing by both parties.



Signatures Appear on Following Page




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     In Witness Whereof, the parties have executed and delivered this Transfer
Agreement, in duplicate originals, by their respective persons or officers
hereunto duly authorized, to be effective as of the day and year first above
written.



	 	 	 	 	 
	 	 	VISTA Controls, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ DAVID DIETZ
	

	 	 	 	
 
	

	 	Name:
	 	David Dietz
	

	 	Title:
	 	President and GM
	 
	 	 	 	 
	 	 	DNA Computing Solutions, Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ R. EUGENE HELMS
	

	 	 	 	
 
	

	 	Name:
	 	R. Eugene Helms
	

	 	Title:
	 	Chief Executive Officer







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Exhibit A




Transfer Schedule




***




	 	 	 	 	 	 	 	 	 	 	 	 	 
	#
	 	Stage of Transfer of Information and Materials
	 	Value
	 	Retention
	 	Net Payment

	1.

	 	Execution of License Agreement
	 	*** (advance
	 	 	 	 	***	 
	

	 	 	 	payment allocated
	 	 	 	 	 	 
	

	 	 	 	pro rata to Items
	 	 	 	 	 	 
	

	 	 	 	2, 6 and 8 below)
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	VOG4 Released Product Design and Manufacturing Package:
	 	 	***	 	 	***(payable upon
	 	 	***	 
	

	 	 	 	 	 	 	 	Acceptance of Item	 	 	 	 
	

	 	 	 	 	 	 	 	6 below)	 	 	 	 
	

	 	a. Product Initiation Document (in-house Eng SOW, design
specification converted and/or translated from marketing
specs.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	b. Printed wiring board fab drawing, net lists and artwork	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	c. Gerber (or equivalent fab) Files	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	d. All mechanical parts lists and files, and complete circuit
card assembly (CCA) bill of materials (BOM) and detailed part
definitions, part item master or equivalent	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	e. Schematics	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	f. Field programmable gate array and onboard firmware source
files	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	g. All relevant operating system drivers and board support
source files	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	h. Top level mech and assembly drawings	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	i. Software specifications, source code design documents	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	j. In-circuit test fixtures and S/W or complete documentation
for	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	k. Hardware acceptance test procedure test plan and procedures	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	l. Software test plan and procedures	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	m. Environmental quality test plan & procedures	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	n. Other manufacturing jigs, test figures (or drawing) and S/W	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	Delivery of Alti Vec Software Libraries, including source
code, for use ***
	 	 	***	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	Delivery of ***Board Support Package (BSP) Acceptance Test
Procedure (ATP), and two (2) PMC module for use in ***.
	 	 	***	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	Deliver DNA Board Support Package software for Vista Controls

***
	 	 	***	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	Deliver Alti Vec WingSpan elements with its documentation to
include the integrated development environment, applicable S/W
math libraries, and all S/W drivers
	 	 	***	 	 	***retention payout
(see Item 2)
	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	Train Vista Controls technical DNA liaison (Field Applications
Engineer) – minimum of 3 days formal training at DNA with
senior DSP engineer and the balance of on-the-job training at
DNA for 3 months
	 	 	***	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	Deliver Design & Manufacturing Package for EAGLE I Released
Product. Deliverables same as Item 2 above.
	 	 	***	 	 	***(payable upon
Acceptance of Item
9 below)
	 	 	***	 







10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	#
	 	Stage of Transfer of Information and Materials
	 	Value
	 	Retention
	 	Net Payment

	9.

	 	Deliver EAGLE I WingSpan elements with its documentation to
include-the integrated development environment S/W including
applicable S/W math libraries and S/W drivers
	 	 	***	 	 	***retention payout
(see Item 8)
	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	Deliver EAGLE I Functional Extensions – ***
	 	 	***	 	 	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	Total
	 	$	3,500,000	 	 	 	 	$	3,500,000	 







CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TERAFORCE TECHNOLOGY CORPORATION
FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




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