e$$/TARGET=[.exc]
Exhibit 99.3 - Asset Transfer Agreement
------------
ASSET TRANSFER AGREEMENT
ASSET TRANSFER AGREEMENT (the "Agreement") dated as of June 5, 1998, by and
between 3D OPEN MOTION, LLC, a Delaware limited liability company, having its
principal place of business at The Mill, 00 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx,
XX 00000 (the "Company"), and Spacetec IMC Corporation, a Massachusetts
corporation, having its principal place of business at The Boott Xxxxx, 100 Foot
of Xxxx Street, Lowell, Massachusetts ("SIMC").
RECITALS
WHEREAS, SIMC has been involved in the conception, design, research and
development of a body of 3D enabling software technologydesigned to be a
platform and graphics independent Application Programmer's Interface and related
specific Software Development Kits that will allow faster and easier creation,
storage, retrieval, editing and invoking of 3D motion and 3D interactive motion
control capabilities, all as set forth in EXHIBIT 1 of this Agreement (the
---------
"OpenMotion Technology"), but has not as yet brought this technology to
commercial viability.
WHEREAS, SIMC has decided to focus its energies and efforts on developing
and growing its core 3D controllerand related software business and therefore
has decided to divest itself of its OpenMotion Technology.
WHEREAS, the Company has been established for, among other things, the
purpose of acquiring the OpenMotion Technology and certain other assets from
SIMC in order to continue the development and eventual commercialization of the
OpenMotion Technology.
WHEREAS, both SIMC and the Company are desirous of entering into a mutually
binding Business Cooperation Agreement setting forth the terms of their business
relationship.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. CONTRIBUTION OF ASSETS AND ASSUMPTION OF LIABILITIES.
(a) Contribution of Assets. SIMC agrees that, at the Closing, SIMC shall
assign, transfer and deliver to the Company those assets and properties set
forth below:
June 17, 1998
1
(i) all patents, patent applications, all patentable ideas, invention
disclosures, proprietary rights, service marks, trademarks (whether
registered or unregistered), and associated goodwill, trade names,
trademark applications, trade rights, trade secrets, designs, plans,
blueprints, drawings, computer programs, content, and other computer
software, specifications, manuals, technical documents, quality documents,
customer lists, process sheets, logos, copyrights (whether registered or
unregistered), copyright applications, moral rights and design rights,
know-how, methods, concepts, technology, inventions relating solely to the
OpenMotion Technology and such other specific intellectual property rights
to the software set forth in EXHIBIT 2 hereto; and all drawings,
---------
schematics, records, licenses, and confidential or proprietary information
related to any of the foregoing; provided, however, that SIMC retains the
rights to such general purpose motion models comprising (A) procedural
motions and motions synthesized by mathematical formulae, (B) interactive
motions and motions that are controlled or directed normal by an
interactive input device, such as the Spaceball, keyboard or mouse and
(iii) application programming interfaces supporting (A) and (B) above;
(ii) all computer and office equipment, other tangible personal
property, books, records, files, data, graphs, charts, specifications,
diagrams, assessments, reviews, instructions, manuals, marketing and
advertising materials, papers, plans, reports, budget forecasts and
analysis, schedules, charts and other written material of every kind, and
any electronic, film, microfilm, microfiche or computerized form of any of
the foregoing items, wherever located, relating solely to the OpenMotion
Technology and the equipment and other tangible personal property set forth
on EXHIBIT 2.
---------
The foregoing are referred to as the "Transferred Assets."
(b) Liabilities Retained by SIMC. The Company shall not assume nor agree
to pay, perform or discharge, and SIMC shall solely retain and be responsible
for paying and discharging, all liabilities or obligations of SIMC, whether
disclosed, undisclosed, direct, indirect, absolute, contingent, secured,
unsecured, accrued or otherwise, pertaining to the Transferred Assets prior to
the date hereof. The Company shall be solely responsible for paying and
discharging all liabilities or obligations, whether disclosed, undisclosed,
direct, indirect, absolute, contingent, secured, unsecured, accrued or
otherwise, pertaining to the Transferred Assets arising on or after the date
hereof.
2. ISSUANCE OF SHARES; DELIVERY OF TRANSFERRED ASSETS.
(a) Issuance of Shares. In exchange for the Transferred Assets, the
Company shall issue to SIMC 20,000 Series B Preferred Shares.
July 17, 1998
2
(b) Delivery of the Transferred Assets.
(i) At the Closing, subject to the terms and conditions of this
Agreement, SIMC shall contribute, transfer, assign and deliver to Company
all of SIMC's right, title and interest in and to the Transferred Assets.
(ii) The contribution, transfer, assignment, and delivery of the
Transferred Assets by SIMC to the Company shall be effected by the
execution and delivery of an assignment of patents, trademarks and
copyrights substantially in the form attached hereto as EXHIBIT 3 and such
---------
other documents and instruments of transfer and assignment, in form and
substance reasonably satisfactory to counsel for the Company, as shall be
necessary to contribute, transfer, and assign to, and to vest in, the
Company, good and marketable title to the Transferred Assets.
3. SIMC'S REPRESENTATION AND WARRANTIES.
SIMC makes the following representations and warranties to the Company as of the
Closing:
(a) Organization and Good Standing. SIMC is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, and has full corporate power and authority
to own and transfer the Transferred Assets and to carry on its business as
presently conducted.
(b) Authorization; No Violations. The execution and delivery of
this Agreement and the transactions contemplated hereby have been duly
authorized by the Board of the Company. This Agreement constitutes a legal,
valid and binding obligation of SIMC enforceable against SIMC in accordance
with its terms. The execution and delivery of this Agreement by SIMC and
the performance by SIMC of the transactions contemplated by this Agreement
do not and will not conflict with or result in a violation, breach or
termination of, or default under any term or provision of the corporate
charter or bylaws of SIMC.
(c) Title to Assets. Except as set forth on EXHIBIT 4 SIMC has good,
---------
merchantable and marketable title to all of the Transferred Assets set
forth on EXHIBIT 4 hereto.
---------
July 17, 1998
3
(d) Intellectual Property Representations. To the knowledge of
SIMC, prior to the date hereof, SIMC has not been informed in writing that
those portions of the OpenMotion Technology developed by SIMC personnel do
not infringe upon the United States patent, copyright or trademark rights
of any third party, nor do such portions misappropriate the trade secret
rights of any third party. SIMC has not undertaken any independent
investigation of the validity or lack of infringement of the intellectual
property rights of the Transferred Assets.
SIMC TRANSFERS ITS INTEREST IN AND TO THE OPEN MOTION TECHNOLOGY AND SUCH
OTHER INTELLECTUAL PROPERTY RIGHTS SET FORTH IN EXHIBIT 2 HERETO "AS IS"
---------
AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OTHER THAN AS SET FORTH
IMMEDIATELY ABOVE.
(e) Investment Representations. SIMC has sufficient knowledge and
experience in investing in companies similar to the Company in terms of the
Company's stage of development so as to be able to evaluate the risks and
merits of its investment in the Company and it is able financially to bear
the risks thereof. It has had an opportunity to discuss the Company's
business, management and financial affairs with Company management and it
believes it has received all the information necessary or appropriate for
deciding whether to invest in the Series B Preferred Shares. The Series B
Preferred Shares being issued to SIMC are being acquired for its own
account for the purpose of investment and not with a view to or for sale in
connection with a distribution thereof. SIMC understands that (i) the
Series B Preferred Shares have not been registered under the Securities Act
by reason of their issuance in a transaction exempt from the registration
requirements of the Securities Act, (ii) the Shares must be held
indefinitely unless a subsequent disposition thereof is registered under
the Securities Act or is exempt from such registration, (iii) the Shares
will bear a legend to such effect and (iv) the Company will make a notation
on its transfer books to such effect.
4. THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to SIMC, as of the Closing, that (a) the Company is a limited
liability corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite power and
authority to conduct its business, to admit shareholders to the Company, and to
issue the Series B Shares, and (b) all action required to be taken by the
Company as a condition of the issuance of the Series B Preferred Shares and
admittance of SIMC as a member of the Company has been taken.
5. CLOSING. The closing (the "Closing") of the transactions contemplated
hereby shall take place on June 5, 1998 or on such other date as shall be
mutually agreed (the "Closing Date") at the offices of Xxxxx, Xxxxxxx &
Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000. At the Closing (a) SIMC shall
effect and evidence transfer of it s
July 17, 1998
4
interest in the Transferred Assets to the Company by means of an assignment of
patents, trademarks and copyrights substantially in the form attached hereto as
EXHIBIT 3 and such other assignments, acts and assurances as may be reasonably
---------
requested by the Company, for the complete transfer to, and vesting in the
Company of the interest held by SIMC in the Transferred Assets and (b) the
Company shall deliver to SIMC fully executed copies of this Agreement, the
Operating Agreement of the Company and the Share Contribution Agreement.
6. OTHER AGREEMENTS
(a) Former SIMC Employees and Consultants. Each of the employees
(individually, an "Employee") and the consultant (the "Consultant")
identified in EXHIBIT 5 has, in the case of each Employee, submitted his
---------
resignation to SIMC and, in the case of the Consultant, terminated his
consulting agreement with SIMC, concurrently with the execution of this
Agreement. In connection therewith, SIMC has released each Employee and
Consultant from his non-disclosure obligation as set forth in the
Confidentiality and Non-Disclosure Agreement between such individual and
SIMC as it relates to the OpenMotion Technology and the Company's Core
Business.
(b) Xxxxxxxxxxxx. The demonstration software and user interface
code-named "Xxxxxxxxxxxx" is included within the Transferred Assets,
however SIMC shall retain an undivided one-half co-ownership of the
copyright in such materials.
(c) Delivery and Deletion of Files and Data. SIMC agrees that
after the date hereof, it shall not retain any copies, whether in tangible
or digital form, of any of the materials referred to in Paragraph 1(a)
hereof. In connection therewith, SIMC shall, on or before the date hereof,
remove all such materials from its servers and databases.
7. FURTHER ASSURANCES. From and after the Closing, SIMC agrees that it shall,
as long as it is legally and otherwise able to do so, and without further
consideration and at any time upon the reasonable written request of the
Company, and at the Company's expense, take, execute, acknowledge and deliver
all such further documents, assignments, transfers, consents and agreements as
may be reasonably required to carry out the transactions contemplated by this
Agreement.
8. ARBITRATION AND DISPUTE RESOLUTION. Any dispute, controversy, cause of
action or claim arising out of or in connection with this Agreement shall be
determined and settled by arbitration in Boston, Massachusetts, pursuant to the
rules then in effect of the American Arbitration Association. Any award rendered
shall be final and conclusive upon the parties and a judgment thereon may be
entered in a court having competent jurisdiction. The party submitting such
dispute shall request the American Arbitration Association to (i) appoint at
least two arbitrators who are knowledgeable in
July 17, 1998
5
and familiar with the industry of SIMC and Company and who will follow
substantive rules of law; (ii) allow for the parties to request discovery
pursuant to the rules then in effect under the Federal Rules of Civil Procedure
for a period not to exceed thirty (30) days; and (iii) require the award to be
accompanied by findings of fact and a statement of reasons for the decision. The
parties shall request that any dispute shall be resolved within 60 days of the
appointment of the arbitrators. All costs and expenses, including attorney's
fees, of all parties incurred in any dispute which is determined and/or settled
by arbitration pursuant to this Section shall be borne by the party determined
to be liable in respect of such dispute; provided, however, that if complete
liability is not assessed against any one party, the parties shall share the
total costs in proportion to their respective amounts of liability so
determined. Except where clearly prevented by the area in dispute, both parties
agree to continue performing their respective obligations under this Agreement
while the dispute is being resolved.
9. COSTS AND EXPENSES. Each party shall bear and be responsible for their own
attorneys' fees, accountants' fees, broker's fees and expenses incurred by them
in the preparation, negotiation and execution of this Agreement and all related
documents and the acquisition and sale of the Transferred Assets.
10. NOTICES. All notices or communications required or permitted hereunder
shall be in writing and sent (i) postage prepaid, by first-class mail, (ii) by
electronic facsimile transmission, or (iii) by overnight courier service to the
party entitled thereto.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors,
assigns or nominees.
12. MISCELLANEOUS. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the Commonwealth of Massachusetts. All
written and oral understandings and agreements heretofore made between the
parties hereto with respect to the transactions contemplated hereby are merged
into this Agreement, and this Agreement reflects all the understandings of the
parties with respect to such transactions and supersedes all prior written and
oral agreements and understandings. This Agreement cannot be modified, extended
or amended except by written agreement signed by the respective parties hereto.
This Agreement may be executed in two or more counterparts, and each
counterpart, when so executed and delivered, shall constitute a complete and
original instrument. The provisions of this Agreement are severable and, in the
event that any court of competent jurisdiction shall determine that any one or
more of the provisions or part of a provision contained in this Agreement shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement. Captions or titles of
sections are inserted for convenience only; they do not define, limit or extend
the scope or intent of this Agreement or any of the provisions thereof.
July 17, 1998
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
3D OPEN MOTION, LLC
By: /s/ Xxxxxx X. Gain
----------------------
Name: Xxxxxx X. Gain
Title: President
SPACETEC IMC CORPORATION
By: /s/ C. Xxxxxxx Xxxxxx
----------------------
Name: C. Xxxxxxx Xxxxxx
Title: President & Chief Operating Officer
July 17, 1998
7
EXHIBIT 1
---------
[INSERT OPEN MOTION DEFINITION FROM BUSINESS OPPORTUNITY AGREEMENT]
July 17, 1998
8
EXHIBIT 2
---------
OPEN MOTION COMPUTER & OFFICE EQUIPMENT SCHEDULE
XXXXXXX XXXXXXXXX
Dell Computer
CPU: Pentium II
MHZ: 300
HD: 6 GIG
CD ROM Speed: 28
Monitor Name: Dell Trinitron
Size of Monitor: 17"
Video Card: Matrox Millennium
Other Equipment: Mouse, Speakers, HP LaserJet 4V
Laptop Computer:
IBM 760 166 MHz
D ROM
Additional Memory = 32MEG RAM
Quantum Big Foot Hard Drive 6.4 GIG
XXXX XXXXX
Computer SN: 2034
CPU: Pentium
MHZ: 133
HD: 2 GB
CD ROM Speed: 4X
Floppy: 3 1/2
Monitor Name: Mag
Size: 17"
Serial Number: MH4344005558
Video Card: Diamond Stealth 64
XXXXX XXXXXXXX
Computer SN: IRIS
CPU: P5 MMX
MHZ: 200
HD: 4.0G
CD ROM Speed: 15X
Floppy: 1.44 MB
Monitor Name: Panasonic Panasync S17
Size: 17"
Serial Number: XX0000000
Video Card: Matrox Millennium 4 MB
Controller: Spaceball 3003 SN: 0897078116
Other Equipment: Juster DC-691 Speakers
BOOKS Succeeding with the Booch and OMT methods B
Object Solutions B
UML and C++ B
Art of 3D Computer Animation and Imaging B
X.X. XXX
Computer Serial Number: HERA
CPU: Pentium X-000
XXX 000 MMX
HD: 2 GB
CD ROM Speed: 15X
Floppy: 3 1/2- 1.44 MB
Monitor Name: Panasonic
Size: 17"
Serial #: FC7150821
June 17, 1998
9
Video Card: Matrox Millennium
Speakers: Juster Speakers
BOOKS Software Reuse B
Object Oriented Design Mgmt. B
Dynamics of Software Development B
Succeeding W/ Booch & OMT B
Object Solutions: Managing the OO Project B
Large Scale C++ SW Design B
Intro to the PSP B
BACK CUBICLE
Computer Serial #:
CPU: Pentium
MHZ: 166
HD: 2.0 GB
CD ROM Speed: 8X
Floppy: 3 1/2
Monitor Name: Panasonic
Size: 17"
Serial #: FB7150583
Video Card: Diamond Stealth 64
XXXXXX XXXXXXXX
Computer Serial #:
CPU: P-166
HD: 2 GB SCSI
Monitor Name: Panasonic
Size: 17"
Serial #: FB7150586
Video Card: Diamond Stealth 64 Card
Controller: SCSI -Adaptec 2940
SOFTWARE/BOOKS
Graphic Programming in C B
Active X Controls B
MFC Programming B
Visual C++ How ToLarge Scale C++ Dev. B
3D Graphics for Win 95 B
Direct 3D B
Direct Draw B
Visual C++ 4.0 B
Programming Win 95 B
Visual C++ 5.0 B
SuperCede 1.2 SW
Corel XX Xxxxxx Xxxxx 0 XX
Xxxxx XX Xxxxx 0 SW
The Incredible Machine SW
XXXX XXXXXXXXXX
Computer Serial Number: D709BJS30172
CPU: Dual Pentium Pro
MHZ: 200
HD: 2GB
Monitor Name: Compaq Presario
Size: 17"
Serial #: 716CD02DB287
Video Card: Diamond Fire GL
Printer: HP DeskJet 400
Serial # MY6641E0J7
Controller: Spaceball 3003, SpaceOrb 360
June 17, 1998
10
Other Equipment: Wacom Tablet (2) Mac & PC
Video Camera and Tripod
2ND WORKSTATION
SN: Power Computing Power Tower 166, 1320993
CPU: Mac
MHZ: 166
HD: 2GB
Jaz Drive 1GB
Monitor Name: MAG Inovision
Size 17"
Serial #: MH4334045629
Video Card: Micro Motion DC20
3RD WORKSTATION
Computer Serial # 6709BMX2D215, Compaq Presario
CPU: Pentium W/ MMX
MHZ: 200
HD: 8MB
CD ROM Speed 16X
Monitor Name: Compaq Presario
Size: 17"
Serial #: 716CD02DB297
SOFTWARE
3D Studio Max R2 SW
Macromedia Director 6 SW
True Space 3 SW
True Space 2 SW
DeBabelizer Pro SW
Adobe PhotoShop SW
Adobe Illustrator SW
Lightwave SW
Simply 3D SW
Kai's Power GOO XX
Xxxxx 2 XX
Xxxxxx Utilities SW
Math Journey SW
ADDITIONAL SOFTWARE AND BOOKS
Rational Rose (3) Complete boxed sets with manuals,
updates & Support SW
Soda (1) Boxed set with docs. SW
Requisite Pro (1) Boxed sets with docs. SW
Rogue Wave Tool.h++ (1) Boxed set with docs. SW
Microsoft Visual Studio 97 SW
Visual C++ 5.0 SW
Enterprise Edition SW
Microsoft Source Safe Client SW
MS Windows 95 XX
XxXxxx Virus Scan SW
Succeeding with the Booch and OMT methods B
Object Solutions B
UML and C++ B
Art of 3D Computer Animation and Imaging B
Cutting Edge 3D Game Pro B
Remembering the Future B
MS Project 98 Step by Step B
Game Developers Marketplace B
Interactivity in Action B
Oddworld Games SW
June 17, 1998
11
Uninstaller 4.5 SW
Virtual Springfield SW
Temujin SW
Xxxxxx and Bonnie's Birthday SW
Animaniacs Game Pack SW
Gettysburg SW
Nu-Xxxx XX
Viewpoint Data Shop SW
Game Programming Kit SW
Vis Toolkit Object Orientation B
Rapid Development B
HT Run Success Projects B
Supercede Java Edition SW
Java in a Nutshell B
Java Companion Books B
Windows Annoyances B
PAX Imperia SW
Riven SW
Tomb Raider SW
Outlaws SW
Screamers SW
CGDC CD ROM B
CGDC Proceedings B
Complete Set of Quake Videos (MISSING)
Intro to the personals B
Software Re-Use Architecture B
Object Oriented Design Measure B
Object Oriented Software Metrics B
ADDITIONAL OFFICE FURNITURE
All Office Furniture: desks, bookcases, tables,
corkboards, desk lamps, chairs, whiteboards, partitions.
June 17, 1998
12
EXHIBIT 3
---------
ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
WHEREAS, pursuant to an Asset Transfer Agreement dated as of June 5, 1998
(the "Asset Transfer Agreement") Spacetec IMC Corporation, a corporation
organized and existing under the laws of the Commonwealth of Massachusetts
("SIMC") is transferring such right, title and interest that it may have in and
to certain (i) United States patents and applications as specified in Schedule A
----------
attached hereto and made a part hereof (the "PATENT RIGHTS"); (ii) trademark
registrations and trademark applications, as specified in Schedule B attached
hereto and made a part hereof (the "TRADEMARKS"); and (iii) copyright
applications or registrations, as specified in Schedule C attached hereto and
made a part hereof (the "COPYRIGHTS") (together, the Patent Rights, Trademarks
and Copyrights, the "RIGHTS");
WHEREAS, 3D OPEN MOTION, LLC, a limited liability corporation organized and
existing under the laws of the State of Delaware (the "COMPANY") has acquired
such right, title and interest in and to certain assets and properties owned by
SIMC, including the Rights pursuant to an Asset Transfer Agreement by and
between SIMC and the Company of even date herewith (the "ASSET TRANSFER
AGREEMENT"); and
WHEREAS, pursuant to the Asset Transfer Agreement SIMC has agreed to execute
an assignment of patents, trademarks and copyrights.
NOW, THEREFORE, in consideration of the foregoing, as well as for other good
and valuable consideration the receipt of which is hereby acknowledged, SIMC
hereby sells, assigns, transfers and sets over to the Company, its successors
and assigns, such right, title and interest that it may have in and to (i) the
Patent Rights and including the rights to recover damages and other compensation
for infringement of the Patent Rights and any patents issued in respect thereof,
and to file and obtain any continuations, continuations-in-part, substitutions,
reissues, extensions, divisions and any reexamination of the Patent Rights and
any patents issued in respect thereof; (ii) the Trademarks, together with the
goodwill of the business in which the Trademarks are used and which goodwill is
symbolized by the Trademarks, and including the rights to recover damages,
profits and other compensation for infringement, including past infringement, of
the Trademarks and to file and obtain renewals thereof; and (iii) the
Copyrights, and all claims, if any, which may have arisen thereunder prior to
the date of this Agreement.
After delivery of this Assignment, SIMC shall upon request of the Company
execute and deliver such additional documents and instruments, and perform such
additional acts, as may be required to perfect the right, title and interest in
and to the Rights acquired by the Company hereunder.
June 17, 1998
13
IN WITNESS WHEREOF, SIMC has caused this instrument to be executed by its
duly authorized officer as of this 5th day of June, 1998.
SPACETEC IMC CORPORATION
ATTEST: By: /s/ C. Xxxxxxx Xxxxxx
----------------------
Name: C. Xxxxxxx Xxxxxx
___________________________ Title: President & Chief Operating Officer
-----------------------------------
ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS)
County of SUFFOLK ) ss.
On this 5th day of June, 1998, being duly sworn personally appears before me,
the above named, C. Xxxxxxx Xxxxxx, known by me to be the one who executed the
-----------------
foregoing instrument and subscribed the same in my presence, and acknowledged
the same to be his free act and deed on behalf of and as authorized by Spacetec
--------
IMC.
---
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
June 17, 1998
14
SCHEDULE A
----------
To Assignment Dated June 5, 1998
U.S. Patent Applications:
------------------------
NONE.
Foreign Patent Applications:
---------------------------
NONE.
June 17, 1998
15
SCHEDULE B
----------
To Assignment Dated May __, 1998
U.S. Trademark Registration No.: 2,125,063
------------------------------
Title: REALLIFE3D
Issue Date: December 30, 1997
Renewed:
For:
Unregistered Trademarks:
-----------------------
NAME APPLICATION NUMBER FILING DATE
-----------------------------------------------------------------------
ANIMOTION 75/395,881 25-Nov-1997
-----------------------------------------------------------------------
CLIP-E-MOTION 75/395,886 25-Nov-1997
-----------------------------------------------------------------------
DIRECTMOTION 75/395,882 25-Nov-1997
-----------------------------------------------------------------------
OPENMOTION 75/395,885 25-Nov-1997
-----------------------------------------------------------------------
June 17, 1998
16
SCHEDULE C
----------
To Assignment Dated June 5, 1998
Copyright Registrations
-----------------------
NONE.
Copyright Applications
----------------------
NONE.
June 17, 1998
17
EXHIBIT 4
---------
EXCEPTIONS TO GOOD TITLE
------------------------
NONE.
July 17, 1998
18
EXHIBIT 5
---------
TRANSFERRED EMPLOYEES
---------------------
Xxxxxx Gain
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxx
Xxxxx, XX 00000
X.X. Xxx
00 Xxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Xxxxxxx Xxxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxx XxxXxxxxxx
0 Xxxxx Xxxxxx, Xxx. X
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxxx
000 Xxxx Xxxx
Xxxxxxx, XX 00000
Xxxxx X. Kitchen
Director Human Resources
Spacetec IMC Corporation
Tel. 000-000-0000
19
