AND

INDIA NON JUDICIAL

RS 000

XXX XXXXXXX XXXXXX

XXXXX 000000

ASSETS PURCHASE AGREEMENT

This Assets Purchase Agreement ("Agreement") is executed on this 31st day of
March, 2005 BETWEEN:

1. SELLERS

(i) M/S. SOFTWARE MOGULS INDIA PRIVATE LIMITED, a company incorporated in
terms of the Companies Act, 1956 and having its registered office
situated at D - 70 A, East of Kailash, New Delhi - 110 065 through its
Director viz. SHRI XXXXXX XXXX in terms of Board Resolution dated
December 03, 2004.

(ii) M/S. S M INFOEXPERT PRIVATE LIMITED, a company incorporated in terms
of the Companies Act, 1956 and having its registered office situated
at D - 70 A, East of Kailash, New Delhi - 110 065 through its Director
viz. SHRI XXXXXX XXXX in terms of Board Resolution dated December 03,
2004.

For Software Moguls India Private Limited For SM INFOEXPERT PVT. LTD.
/s/ Xxxxxx Xxxx Director /s/ Xxxxxx Xxxx DIRECTOR
--------------------------------------------------------------------------------
-1-

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

The aforesaid parties contained in paragraph (i) and (ii) are hereinafter
jointly and severally called as "Sellers", which expression shall, unless
repugnant to the meaning or context thereof, be deemed to include their
successors, nominees and permitted assigns.

AND

2. PURCHASERS

(i) M/S. APA OPTRONICS (INDIA) PRIVATE LIMITED, a company incorporated in
terms of the provisions of Companies Act, 1956 and having its
registered office situated at 503-504, Xxxxxxxxx Xxxxx, 00 Xxxxx
Xxxxx, Xxx Xxxxx 000000 through its director Xx. Xxxxxxxxxx Xxxx in
terms of Board Resolution dated September 13, 2004.

The aforesaid party is hereinafter called as "Purchaser", which expression
shall, unless repugnant to the meaning or context thereof, be deemed to include
their successors, nominees and assigns.

The Sellers and the Purchaser are referred to herein individually as
"PARTY" and collectively as "PARTIES"

WHEREAS

A. The Sellers are the corporate having their units set up under Foreign Trade
Policy of the Government of India in the Special Economic Zone (SEZ)
situated at NOIDA at X-0, XXX, XXXX, XXXXX - 000000 (U.P.) INDIA.

B. The Sellers i.e. M/s. Software Moguls India Pvt. Ltd. and M/s. S M
Infoexpert Pvt. Ltd., have agreed to sell and the Purchasers have agreed to
purchase, all the assets as specified in the annexure attached in following
manner with this agreement and forms part and parcel of this agreement:

(i) List of Specified Assets of M/s. Software Moguls India Pvt. Ltd. as
ANNEXURE - A.

(ii) List of Specified Assets of M/s. S M Infoexpert Pvt. Ltd. as ANNEXURE
- B.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

The aforesaid specified assets as contained in Annexure A and B are hereinafter
jointly called as "Specified Assets".

C. The Parties now desire to record the terms and conditions of their
understanding and wish to set forth their respective rights and obligations
in respect thereof.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, the Parties agree as follows:

1. That subject to condition contained in clause 2, the sellers had agreed to
sell their entire assets ("Specified Assets") as described in the attached
Annexure A & B on payment of the consideration of US $ 60,000 (equivalent
to INR. 26,04,000/-) by the Purchaser.

2. That the sale consideration as mentioned above in clause 1 shall be subject
to the deductions to the extent of Rs. 2,04,000/-, the sale value of the
amount collected as Sale proceeds of Specified Assets, as detailed in
Annexure C.

3. That some of the Softwares presently being used by the sellers are still
having a useful life. These Softwares valuing Rs. 2,66,211/- (Rupees two
lac sixty six thousand two hundred eleven only) have been sold to the
purchasers by the software vendors directly. The purchaser has paid this
amount directly to these vendors and this amount is to be reduced from
consideration payable under clause 1 hereof. The purchaser can now use
these softwares freely. The details of these software are included in
ANNEXURE C-1

4. That the Purchaser shall pay the aforesaid consideration to the sellers
vide Cheque(s) payable at NOIDA / New Delhi.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

5. That the Sellers hereby undertake the responsibility of ensuring that all
the Specified Assets as detailed in ANNEXURE A and ANNEXURE B attached and
as contained in the respective audited balance sheet as on March, 31, 2004,
are free from all charges or encumbrance or lien of any kind whatsoever.

6. That this agreement is only for the purchase of the entire specified assets
of the Sellers and no liabilities of the Sellers of any kind are taken over
by the purchaser.

7. That Sellers hereby warrants that all other, rights, claims, intellectual
property rights and other assets of the seller, whether tangible and/or
intangible. shall hereafter fully vest in the Purchaser and the Sellers
will not have any interest of any kind whatsoever in any of the said
Assets.

8. The sellers has provided a comprehensive list of intellectual property
rights developed and owned by the sellers as annexed with this agreement as
ANNEXURE D. This list clearly identify Softwares which had been
sold/transferred to the customer of the Sellers in past in the ordinary
course of business and the extent to which these rights have been
transferred. The seller also hereby warrants that any royalty, license fee
or renewal or maintenance charges on IPR sold / transferred in past, if
any, will belong to the purchaser. The general applications of such
softwares could be used by the purchaser to the extent such usage do not
infringe the rights of the buyers as identified in the list.

9. That the assets transferred to the purchaser do not include cash, bank
balances, investments, loans and advances and other non business assets of
the sellers and specific fixed assets of nominal value as per ANNEXURE E.
The security deposits and other advances in the ordinary course of business
given by the sellers to various persons or authorities including to state
electricity Boards, Telephone companies etc. will belong to the sellers.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

10. That the Sellers jointly as well as severally undertake that the said
Specified Assets are free from all liabilities, obligations or charge of
any kind whatsoever against it. The Sellers hereby undertake to indemnify
the Purchasers and the Company of any liability, which may arise on the
Purchaser, of any kind whatsoever in relation to the said Specified Assets.

11. That the Sellers will fully indemnify and co-operate with the Purchasers to
ensure that the Purchasers are able to freely enjoy the free physical
possession, ownership title and all rights attached to the Specified
Assets. The Sellers hereby agree to sign all necessary papers,
undertakings, no objection certificates, letters and such other papers and
documents as may be required by the Government, Noida Special Economic Zone
Authority or any authority or any party dealing with the Purchaser.

12. That the Sellers have warranted that all employees of the sellers as on 1st
February, 2005 shall be available to the purchaser for being employed by
the purchaser, at the option of the purchaser.

13. That the Sellers also agrees not to employ any of their employees as
mentioned above in para 12 for a period of 3 years, in case the said
employee is opted for being employed by the Purchaser even if such
employees leave the employment of the purchaser at any date for any reason
whatsoever.

14. That this Agreement is subject to the approval to various applications as
filed by the Purchaser, with the NSEZ Authorities. Govt. of India etc. in a
manner acceptable to Purchaser and suited to the business plan of the
Purchaser. No legal right will arise in favour of the Sellers in pursuance
to this Agreement till the Purchaser fully approve the transaction, as
suitable to them in writing by way of Certificate issued by the Purchaser
to the Sellers.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

15. That as per the approval of Noida Special Economic Zone (NSEZ) authorities,
the Sellers has surrendered the tenancy / lease rights in the premises
located at A - 2. XXX, XXXX, XXXXX - 000000 (U.P.) INDIA and has provided
their No Objection Certificate (NOC) in favour of the Purchaser for taking
on lease / rent from NSEZ Authorities. The said premise has been allotted
by NSEZ, NOIDA on lease to the purchaser. The purchaser have taken
possession the premises and all the specified assets as per Annexure A and
Annexure B.

16. That the Sellers have warranted that there are no litigation, cases etc. of
any kind whatsoever pending before any authority, court of law against the
Sellers related to Specified Assets, to the best of their knowledge,
information and belief.

17. That Sellers also warrants that they are duly authorized to sell the said
Specified Assets and Sellers will obtain necessary permissions for the
sale.

18. That Sellers hereby undertake that they have taken all permissions as was
be required for the purpose to sell the Specified Assets to the Purchaser
in terms of the provisions as contained under Chapter 7 of the Foreign
Trade Policy 2004-2009 and has also undertaken that there shall, be no
subsistence or continuing obligation, warranties or guarantees relating to
the Specified Assets except as specifically undertaken by the purchaser,

19. That the Sellers have agreed that they will not commence any business or
operations similar to their present operations or any other business or
profession which may amounts to competition with the Purchaser for a period
of 3 years from the date of signing of this agreement.

20. That the Sellers have the authorizations to execute this Agreement

21. NOTIFICATION - Any notice or written communication provided for or required
in terms of this Agreement by either Party to the other, including but not
limited to

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

any and all offers, writings, or notices to be given hereunder, shall be
made in English by courier service delivered letter. The date of receipt of
a notice or communication hereunder shall be deemed to be five (5) days
after the letter is given to the courier service in the case of a courier
service delivered letter. All notices and communications shall be sent to
the appropriate address set forth above, until the same is changed by
notice given in writing to the other Party.

22. WAIVER OF RIGHTS - Failure or delay on the part of either Party to exercise
any right, power or privilege under this Agreement shall not operate as a
waiver thereof; nor shall any single or partial non-exercise of any right,
power or privilege preclude any other future exercise thereof.

23. ENTIRE AGREEMENT - This Agreement supersede all prior agreements.
understandings and representations, written and oral. In case of any
inconsistency between this Agreement and any prior understanding this
Agreement shall prevail.

24. FORCE MAJEURE

24.1 If an event of Force Majeure occurs, the contractual obligations of the
Party affected by Force Majeure shall be automatically suspended during the
period of delay caused by such Force Majeure and the period for performing
the obligations shall be extended, without incurring any liability there
from, for a period equal to such suspension.

24.2 The Party affected by Force Majeure shall promptly inform the other Party
in writing and shall furnish within fifteen (15) days thereafter-sufficient
proof of the occurrence and expected duration of such Force Majeure. The
Party affected by Force Majeure shall also use all reasonable endeavours to
mitigate the negative effects of such Force Majeure on such Party's ability
to perform its contractual obligations.

24.3 In the event of Force Majeure, the Parties shall immediately consult with
each

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

other in order to find an equitable solution and shall use all reasonable
endeavours to minimize the consequences of such Force Majeure.

24.4 For the purposes of this clause, Force Majeure shall mean any act of god
such as earthquake, floods, storms or any governmental actions that would
render the obligations under this Agreement impossible to perform.

25. EXPENSES - Each Party hereto will bear the legal, accounting and other
expenses, duties and taxes incurred by such Party in connection with the
negotiation, preparation and execution of this Agreement and the documents
and transactions contemplated hereby.

26. AMENDMENTS - This Agreement may be amended only by an instrument in writing
signed by duly authorized representatives of each of the Parties.

27. DISPUTE RESOLUTION - That any dispute in relation to this agreement shall
be referred to a panel of arbitrators consisting of one nominee each from
both sides who will appoint an umpire in terms of Arbitration and
Conciliation Act, 1996.

28. JURISDICTION - That the jurisdiction of this agreement will be at New
Delhi/Delhi.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR RESPECTIVE HANDS
THE DAY AND YEAR ABOVE WRITTEN:

FOR SELLERS

For SOFTWARE MOGULS INDIA PRIVATE LIMITED

/s/ Xxxxxx Xxxx
XXXXXX XXXX
DIRECTOR
(Signed in terms of authority given vide Board Resolution dated 3rd December,
2004.)

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

For S M INFOEXPERT PRIVATE LIMITED

/s/ Xxxxxx Xxxx
XXXXXX GANG
DIRECTOR
(Signed in terms of authority given vide Board Resolution dated 3rd December,
2004)

FOR THE PURCHASERS

FOR APA OPTRONICS (INDIA) PRIVATE LIMITED
/S/ Kul Xxxxxxx Xxxx
KUL XXXXXXX XXXX
DIRECTOR

(Signed in terms of authority given vide Board Resolution dated September 13,
2004.)

WITNESSES :

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE - A

LIST OF SPECIFIED ASSETS OF M/S. SOFTWARE MOGULS INDIA PVT. LTD.

PARTICULARS QUANTITY

1. 000 XXX Xxxxxxxxx 0
Xxxxxxxxxxxx - Xxxxx & Xx, Xxxxx

0. 20 KVA Generator
Manufacturer - Bhaskar, Pune 1

3. DB System Online UPS 5 KVA with 14 Batteries each 3

4. Tata Liebert UPS System Online UPS 6 KVA each 1
with 16 Batteries

5. One KVA UPS of Enlova with 1 Battery 1

6. One KVA UPS of DB with 2 Batteries 1

7. Window ACs of 1.5 tons each (of Voltas Ltd.) 10
with 4 KVA Voltage Stabilizers of Logicstat

8. Split AC of l.5 tons each (of Voltas Ltd.) 1
with 4 KVA Voltage Stabilizer of Logicstat

9. Vintron PC set complete P-III 1

10. Cisco Router-Computer Peripheral-Hard xxxx 1

11. Hand Dryer 1

12. Refrigerator 1

13. Water Dispenser 1

14. Vending Machine 1

15. Hot Case 1

16. Photo Copier 1

17. Fax Machine 1

18. Projector 1

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

PARTICULARS QUANTITY

19. Wall Clocks 3

20. EPBX System 1

21. Vacuum Cleaner 1

22. Old Carpet on Floor LS

23. Old Chairs 89

24. Old Plastic Chairs 26

25. Sofa Chairs 4
(Total Chairs - 119)

26. Computer Tables 54

27. Plastic Tables 5

28. Side Table 1

29. Executive Table 2

30. Conference Table 1

31. Wooden Table Big 6

32. Steel Table with Side 1

33. Fixed Table 20
(Total Tables - 90)

34. Front Desk 1

35. White Writing Boards & Notice Boards 8

36. Wooden Cabinet 15

37. Filing Cabinet 4 Drawers 1

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

PARTICULARS QUANTITY

38. Filing Cabinet 2 Drawers 1

39. Server Room Rack 1

40. Filing Rack 2

41. Battery Racks 5

42. Almirahs 3

43. Old Exhaust Fans 6

44. Old ceiling Fans 3

45. Pedestrial Fans 2

46. Tube Light Sets fitted with false ceiling 65

47. X lanbit Modem 1
48. GVC Xxxxx 0
00. 00 xxxx XXX XX Xxxx 0
00. HPLeaser jet printer 2100 1
51. Sun System 1
52. BayNetworks Switch 1
53. DlinkHub 10 Base T 16 Port 3
54. Enhanced CAT 5 UTP AMP CABLE LS
55. Dual Port Iconable pace plate 20
56. Gang Box- Metallic 20
57. Cisco 2501 Router, 4 MB Flash, 4 mb dram 1
58. Port xxxx panel 3
59. Conduit Wire Managers 6
60. Power Strip 2
61. HP LI 6P Printer 1
62. 14" Vintron Color monitor 5
63. Samtron Digital 14" Color Monitor 1
64. Dlink utp 16 port Hub 3

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

PARTICULARS QUANTITY

65. Compaq proliant 800- P-II 350mhz Server 1
66. Micom 3k Single Bank, Xxxxx Pak 1
67. Computer Machines - Touch make 7
68. Hubs 6
69. CD Re-Writer 8230 1
70. Epson Stylus-400 Color 1
71. HP SJ5100C-Scanner 1
72. Monitor Sharer 4:1 3
73. Ratioalrose 2000 ent edition Expired requiring Up gradation 1
74. D 4100 - 08939 Rationalrose 2000 enterprise edition 1
documentation kit
75. Roof Ceiling Fixed 5500 sq. ft.
76. Wooden partition embedded in earth having up to 9 ft height 1600 sq. ft.
77. Cubicle of 1.5"*2.5" aluminum embedded in earth with 1200 sq. ft.
height of 4'6" appx.
78. Generator room acoustics fixed on walls and ceiling
for making it sound proof.
79. Electric fittings for running the unit embedded in walls including
cables and electrical MCBs, panel, xxxx bar and all accessories thereof.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE- B

LIST OF SPECIFIED ASSETS OF M/S. S M INFOEXPERT PVT. LTD.

PARTICULARS QUANTITY

1 . Intel P-IV 2.4 Ghz Server 1

2. Intel P-IV 3.6 Ghz Server 1

3. Intel P-IV 1.8 Ghz Computers 10

4. Sonicwall SOH03/25 VPN (25 user) (validity till dec. 2004) 1

5. Dlink Swith 24 ports 10/100 1

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE-C

LIST OF ASSETS SOLD BY THE SELLERS

PARTICULARS QUANTITY

1. Old Computers 37

2. HP Printer def 1

3. Chairs 16

4. Table 1

5. Other Defective Items:

- P-133 with multimedia (only sound port without
speakers) 2

- Computer System-server :- 2
PII 266mhz , scsi 18 gb hdd, 1.44fdd
128ram, lan card, keyboard, mouse

- Computer System Server 4
Intel MMX 200, scsi 4.3gb hdd, 1.44
FDD, 24x cdrom drive, 32mb ram,
Lan card, keyboard ,mouse, modem 56

- Computer System Workstation
166mmx ,4.3 hdd, 32mb ram, 1.44fdd
24x cdrom drive, lan card, mouse 15
keyboard

- Computer System-Workstation 6
166 MMX, 4.3GB HDD, 32MB Ram, 1.44 FDD,
24x Cdrom lan card
Keyboard, Mouse

- Dlink hub 8 Port 10 Base T 6

- 14' Digital Color Monitor 8

- HP-CDR 7100E CD-REWRITER 1

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

- 14" Vintron Color monitor 1

- Samtron Digital 14" Color Monitor 2

- Vintron II 350 mhz,64 sdram,4.3gb, 3
color monitor,lan card ,mouse
keyboard

- Vintron P-II 350 mhz 64mb 4.3 gb, 5
14" color monitor, mouse, speaker,
modem, 36x cdrom drive,cvt 500va

- Compaq Presario 2262 300mhz, cyrix 1
Processor, 32mb ram, 2.1 gb hdd
1.44 fdd,32x cdrom drive, 15"color
monitor, modem, lan card , keyboard
mouse, sound card, speaker

- Compaq Deskpro EP, celeron 300A, 1
64 mb ram, 1.44fdd, 4.3gb hdd,Agp
card,lan card, compaq v45 color
monitor, mouse, keyboard,
microsoft windows 95 pre loaded

- Compaq Deskpro EP,celeron 300A, 2
64 mb ram, 1.44fdd, 4.3gb hdd,Agp
card, lan card, compaq v45 color
monitor,mouse,keyboard,
microsoft windows 95 pre loaded

- P-II 350 MHZ Intel Processor
along with 64mb dimm,pcivga 2
mb with cabinet, smps 3

- Vintron PC 1
P-II 350/64 RAM/4.3 HDD/1.44
FDD,PCI VGA 2 MB 14"COLOUR
Keyboard/ Mouse

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE C1

SOFTWARE PURCHASED FROM THIRD PARTY

A. M/s. SOFTWARE MOGULS INDIA PRIVATE LIMITED

-----------------------------------------------------------------------------------------------------------
S. DETAILS OF QTY. REMARKS ON TRANSFERABILITY / INVOICE ISSUED BY
No. SOFTWARE INVOICE(S) ISSUED IN FAVOUR OF
M/s. APA Optronics India Pvt. Ltd.
-----------------------------------------------------------------------------------------------------------

01 Visual studio 97 1 Through Invoice No. FSPL / BD / 2004-05 Third party vendor against debit
Prof. upgrade / 524 dated 14/02/2005of M/s. Futuresoft note no. SMIPL/2004-05/2 dated
on cd Rom Solutions Pvt. Ltd. for Rs. 25,000/- 01.02.2005 of M/s. Software
Moguls India Pvt. Ltd. for Rs.
15,250.
-----------------------------------------------------------------------------------------------------------
02 Windows NT 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debt
Server 4.0 (5 of M/s. S & S Enterprises for Rs. 25,000/- note no. SMIPL/HO 20047-05/01
user) dated 01.02.2005 of M/s.
Software Moguls India Pvt. Ltd.
for Rs. 23,000/-
-----------------------------------------------------------------------------------------------------------
03 True DB Grid Through Invoice No. 59 dated 09/02/2005 Third party vendor against debt
pro 6.0 (exp. of M/s. S & S Enterprises for Rs. 1,000/- note no. SMIPL/HO /2004-05/01
reg. updation) dated 01.02.2005 of M/s.
Software Mogul India Pvt. Ltd. for
Rs. 500/-
-----------------------------------------------------------------------------------------------------------
04 Olectra chart Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
6.0 (exp. req. of M/s. S & S Enterprises for Rs. 1,000/- note no. SMIPL/HO /2004-05/01
updation) dated 01.02.2005 of M/s.
Software Moguls India Pvt. Ltd.
for Rs. 500/-
-----------------------------------------------------------------------------------------------------------
05 Installshield 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
Software (exp. of M/s. S & S Enterprises for Rs. 1,000/- note no. SMIPL/HO /2004-05/01
req. updation) dated 01.02.2005 of M/s. Software
Moguls India Pvt. Ltd. For Rs.
500/-
-----------------------------------------------------------------------------------------------------------
06 Visual studio 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
Ent full pack of M/s. S & S Enterprises for Rs. 55,000/- note no. SMIPL/HO /2004-05/01
---------------------------- for 5 Users. dated 01.02.2005 of M/s.
07 Visual studio 4 Software Moguls India Pvt. Ltd.
ver6.0 Ent for Rs. 50,000/-
Edition OLP
NL.
-----------------------------------------------------------------------------------------------------------
08 Visual C++ 6.0 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
STD Full pack of M/s. S & S Enterprises for Rs. 3,600/- note no. SMIPL/HO /2004-05/01
dated 01.02.2005 of M/s.
Software Moguls India Pvt. Ltd.
for Rs. 3,000/-
-----------------------------------------------------------------------------------------------------------
09 Windows 2000 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
prof PUP with of M/s. S & S Enterprises for Rs. 6,200/- note no. SMIPL/HO /2004-05/01
95 full pack dated 01.02.2005 of M/s.
Software Moguls India Pvt. Ltd.
for Rs. 6,000/-
-----------------------------------------------------------------------------------------------------------

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

----------------------------------------------------------------------------------------------------------
10 SBS 2000 FP 1 Through Invoice No FSPL / BD / 2004-05 Third party vendor against debit
with 5 clients / 524 dated 14/02/2005 of M/s. Futuresoft note no. SMIPL/2004-05/2 dated
CPUP from sun Solutions Pvt. Ltd. for Rs. 36,961/- 01.02.2005 of M/s. Software
solaris 8.X intel Moguls India Pvt. Ltd. for Rs.
version 36,961/-.
----------------------------------------------------------------------------------------------------------
11 Windows 2000 2 Through Invoice No. FSPL / BD / 2004-05 Third party vendor against debit
server with 5 / 524 dated 14/02/2005 of M/s. Futuresoft note no. SMIPL/2004-05/2 dated
CALS FP CUP Solutions Pvt. Ltd. for Rs. 32,200/- 01.02.2005 of M/s. Software
with Sun Moguls India Pvt. Ltd. for Rs.
Solaris 8.X intel 32,200/-
version
----------------------------------------------------------------------------------------------------------
12 Anti virus 1 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
software of M/s. S & S Enterprises for Rs. 500/- note no. SMIPL/HO/2004-05/01
(expired dated 01.02.2005 of M/s.
requires Software Moguls India Pvt. Ltd.
updation) for Rs. 100/-
----------------------------------------------------------------------------------------------------------

B. M/s. SM INFOEXPERT PRIVATE LIMITED

------------------------------------------------------------------------------------------------------------
S. DETAILS OF QTY. REMARKS ON TRANSFERABILITY / INVOICE ISSUED BY
NO. SOFTWARE INVOICE(S) ISSUED IN FAVOUR OF
M/s. APA Optronics India Pvt. Ltd.
------------------------------------------------------------------------------------------------------------

13 SQL server 1 Through Invoice No. 58 dated 01/02/2005 Third party vendor against debit
2000 (5 users) of M/s. S & S Enterprises for Rs. 53,500/- note no. SMIEPL 2004-
With paper 05/DTA/01 dated 01.02.2005 of
licence and CD M/s. Software Infoexpert Pvt.
media (lifetime) Ltd. for Rs.50,000/-
------------------------------------------------------------------------------------------------------------
14 Crystal report 9.0 1 Through Invoice No. 58 dated 01/02/2005 Third party vendor against debit
(Developer) of M/s. S & S Enterprises for Rs. 34,000/- note no. SMIEPL 2004-
05/DTA/01 dated 01.02.2005 of
M/s. Software Infoexpert Pvt.
Ltd. for Rs.30,000/-
------------------------------------------------------------------------------------------------------------
15 Symantec 2 Through Invoice No. 59 dated 09/02/2005 Third party vendor against debit
Norton anti of M/s. S & S Enterprises for Rs. 500/- note no. SMIEPL 2004-
virus (5 users) 05/DTA/01 dated 01.02.2005 of
(expired M/s. Software Infoexpert Pvt.
Required Ltd. for Rs.200/-
updation)
------------------------------------------------------------------------------------------------------------

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE - D

LIST OF INTELLECTUAL PROPERTY RIGHTS (IPR) DEVELOPED BY THE SELLERS

A. M/S. SOFTWARE MOGULS INDIA PRIVATE LIMITED

(a) Software Developed for customers of M/s. Advanced Web Solutions Inc.
USA and Owned (non exclusive rights) are as follows:

- E. Mail server - Developed for Lawsons, USA
- Site Builder - Developed for Lawsons and Fifty below

(b) Software Developed for Customers of M/s. Advanced Web Solutions Inc.
USA are as follows:

- X. X. XXXX
- K R S Education Programme
- Maintrax
- 1 H 1 - Web enabling
- Health easy - web enabled
- Xxxxxxx Xxxx - Clients of X X Xxxxxxxx
- Xxxxx - Clients of X X Xxxxxxxx
- Ship LTL - X X Xxxxxxxx

B. M/S. S M INFOEXPERT PVT. LTD.

(a) Software Developed for customers of M/s. Advanced Web Solutions Inc.
USA are as follows:

- Utility Captain renamed as XX XXXX, the enhanced version of
SMENG.

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

ANNEXURE - E

DETAILS OF ASSETS NOT SOLD

A. M/S. S M INFOEXPERT PVT. LTD.

1. FURNITURE & FIXTURE RS. 22,270/-

2. ELECTRIC FITTING RS. 8,075/-

3. POWER SUPPLY SYSTEM RS. 15,570/-

TOTAL RS. 46,095/-

For APA OPTRONICS (INDIA) PVT. LTD.
/s/ Kul Xxxxxxx Xxxx Director

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