EXHIBIT 10.9
ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
entered into as of December 14, 1999, by and among Lifef/x Networks, Inc., a
Delaware corporation formerly known as Pacific Title/Mirage, Inc.
("Transferor"), PTM Productions, Inc., a Delaware corporation ("Transferee"),
and solely with respect to Section 4 below, Safeguard Delaware, Inc., a Delaware
corporation ("SDI"), with reference to the following facts:
A. Transferee is a newly formed Delaware corporation that intends, among
other things, to operate Transferor's Optical and Scanning and Recording
Divisions (collectively, the "Business").
B. Transferor wishes to transfer to Transferee substantially all of its
assets, other than those relating primarily to its Lifef/x Division, in
consideration for Transferee's assumption of substantially all its liabilities,
other than those relating primarily to its Lifef/x Division and Transferee's
indemnification of Transferor for certain liabilities.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Assignment. Upon the satisfaction, or waiver, if applicable, of
---------
all of the conditions precedent set forth in Section 8 hereof (the "Closing
Date"), Transferor shall assign, transfer, convey and deliver to Transferee, and
Transferee shall accept from Transferor, all of Transferor's right, title and
interest in and to all of the business, goodwill, assets, properties and rights
of every nature, kind and description throughout the world, whether tangible or
intangible, wherever located and whether or not carried or reflected on the
books and records of Transferor, which are owned by Transferor or in which
Transferor has any interest, except only the Excluded Assets (as defined below)
and any of the foregoing which relate primarily to the Excluded Assets
(collectively, the "Assets"). The Assets shall include, but not be limited to,
the following:
(a) all real property interests of Transferor including, without
limitation, the real property described on Schedule 1(a) hereto, and all of the
rights arising out of the ownership thereof or appurtenant thereto, together
with all buildings, houses, barns, sheds, warehouses, storage facilities, mobile
homes, farming-related furnishings, fixtures, attachments and improvements
located thereon or attached thereto; roads, bridges, canals, ditches, dams,
dikes, headgates, standpipes, paved areas, storage areas, airstrips and
reservoirs, enclosures, located thereon or attached thereto; all of Transferor's
rights arising out of the ownership or use of any of the foregoing (including
air, water, oil and mineral rights); and all subleases, franchises, licenses,
permits, easements and rights-of-way which are appurtenant to any of the
foregoing (collectively, the "Real Property");
(b) all inventories, including, without limitation, inventories
of raw materials, work in progress, storehouse stocks, materials, supplies,
finished goods and consigned goods, whether located on the premises of
Transferor, in transit to or from such premises, in storage facilities or
otherwise;
(c) all machinery, equipment, rolling stock, trucks, automobiles,
furniture, supplies, spare parts, tools, stores and other tangible personal
property, including, without limitation, two (2) Kodak Lightning II Laser Film
Recorders (collectively, the "Tangible Personal Property");
(d) all intangible properties owned by Transferor or in which
Transferor has any interest, including, without limitation, (i) all foreign and
domestic registered and unregistered trademarks, service marks, trade names and
slogans, all applications therefor, and all associated goodwill, including,
without limitation, Transferor's right, title and interest in and to the name
"Pacific Title/Mirage, Inc." and any similar names or trade names relating to
the Business; (ii) all statutory, common law and registered copyrights (whether
foreign or domestic), all applications therefor and all associated goodwill;
(iii) all foreign and domestic patents and patent applications, all associated
technical information, shop rights, know-how, trade secrets, processes,
operating, maintenance and other manuals, drawings and specifications, process
flow diagrams and related data, and all associated goodwill; (iv) all "software"
and documentation thereof (including all electronic data processing systems and
program specifications, source codes, input data and report layouts and format,
record file layouts, diagrams, functional specifications, narrative
descriptions, and flow charts), including, without limitation, the domain name
"xxxxxxxx.xxx" registered by Transferor with Network Solutions, Inc. through CRL
Network Services, Inc.; and (v) all other inventions, discoveries, improvements,
processes, formulae (secret or otherwise), data, drawings, specifications, trade
secrets, confidential information, know-how, ideas and intellectual property
rights (including those in the possession of third parties, but which are the
property of Transferor), and all drawings, records, books or other tangible
media embodying the foregoing;
(e) all prepaid items (including, without limitation, insurance
deposits, personal property taxes, real property taxes, municipal or local tax
payments or deposits, and utility deposits), deferred charges, reserve accounts
and other security and similar deposits owned by Transferor or in which
Transferor has any interest;
(f) all licenses, permits, consents, authorizations,
certificates, registrations and other approvals granted or issued to Transferor
or in which Transferor has any interest (including the right to use);
(g) that certain Standard Industrial/Commercial Single-Tenant
Lease-Net dated December 12, 1997 by and between A&G LLC and Transferor relating
to certain premises located at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
(as amended, the "Xxxxx Lease");
(h) that certain Letter of Intent dated December 8, 1999 from
Transferor to A&G LLC relating to the sale of certain of Transferor's assets
(the "A&G LOI");
(i) all contracts (written and oral, including, without
limitation, employment contracts and relationships, whether at-will or
otherwise, and collective bargaining and other union agreements), agreements,
warranties, guaranties, indentures, bonds, personal property leases (including,
without limitation, vehicle leases), operating leases, capital equipment
2
leases (including, without limitation, all leases that relate to Transferor's
Digital Division), subleases, plans, licenses, purchase orders, sales orders,
commitments or binding arrangements of any nature whatsoever, express or
implied, written or unwritten, and all amendments thereto, entered into by or
binding upon Transferor or to which any of its properties may be subject
(collectively, with the Xxxxx Lease and the A&G LOI, the "Contracts and Other
Agreements");
(j) Transferor's 401(k) Plan (as hereinafter defined) and in
accordance with Section 6 below;
(k) all accounts, notes, accounts receivable, contract rights,
drafts, and other forms of claims, demands, instruments, receivables and rights
to the payment of money or other forms of consideration, whether for goods sold
or leased, services performed or to be performed, or otherwise, owned by
Transferor or in which Transferor has any interest (together with all
guarantees, security agreements and rights and interests securing the same);
(l) all cash and cash equivalents, bank accounts, certificates of
deposit, bankers' acceptances, United States government (or agency) securities,
other securities or ownership interests in other entities owned by Transferor or
in which Transferor has any interest;
(m) all books and records, ledgers, employee records, customer
lists, files, correspondence, tax returns, tax and financial records and
reports, and other written records of every kind owned by Transferor or in which
Transferor has any interest (collectively, the "Books and Records");
(n) all rights of Transferor under express or implied warranties
from suppliers or contractors with respect to the Assets;
(o) all of Transferor's claims, causes of action, choses in
action, rights of recovery and rights of set-off of any kind, including, without
limitation, those relating to or arising out of that certain terminated Asset
Purchase Agreement dated as of June 23, 1999 between Transferor and American
International Industries, Inc.;
(p) all of Transferor's rights to receive mail and other
communications;
(q) all certifications and approvals from all certifying agencies
issued to Transferor and all rights to all data and records held by certifying
agencies;
(r) all goodwill attributable to Transferor's business;
(s) all rights or entitlements to income tax refunds or income
tax credits; and
(t) all other properties, tangible and intangible, not otherwise
referred to above which are owned by Transferor or in which it has any interest.
3
2. Excluded Assets. Notwithstanding anything in this Agreement to the
---------------
contrary, the following shall be excluded from the Assets purchased hereunder
and shall not constitute Assets (collectively, the "Excluded Assets"):
(a) all assets set forth on Schedule 2(a) hereto, all of which
relate to Transferor's Lifef/x Division;
(b) all of Transferor's right, title and interest in and to the
name "Lifef/x", "Lifef/x Networks", and any similar names or trade names
relating to Transferor's Lifef/x Division;
(c) all proceeds from the private offering by Lifef/x, Inc., a
Nevada corporation formerly known as Fin Sports U.S.A., Inc., which closed on
December 14, 1999;
(d) all stock option plans and stock options;
(e) all prepaid items (including, without limitation, insurance
deposits, personal property taxes, real property taxes, municipal or local tax
payments or deposits, and utility deposits), deferred charges, reserve accounts
and other security and similar deposits owned by Transferor or in which
Transferor has any interest, to the extent the same relate primarily to the
Excluded Assets;
(f) all books and records, ledgers, employee records, customer
lists, files, correspondence, tax returns, tax and financial records and
reports, and other written records of every kind owned by Transferor or in which
Transferor has any interest, to the extent the same relate primarily to the
Excluded Assets;
(g) all of Transferor's claims, causes of action, choses in
action, rights of recovery and rights of set-off of any kind, to the extent the
same relate primarily to the Excluded Assets;
(h) all rights of Transferor under express or implied warranties
from suppliers or contractors, to the extent the same relate primarily to the
Excluded Assets;
(i) all of Transferor's rights to receive mail and other
communications, to the extent the same relate primarily to the Excluded Assets;
(j) all certifications and approvals from all certifying agencies
issued to Transferor and all rights to all data and records held by certifying
agencies, to the extent the same relate primarily to the Excluded Assets; and
(k) all goodwill attributable primarily to the Excluded Assets.
4
3. Assumption of Liabilities and Obligations.
-----------------------------------------
(a) Assumed Liabilities. As consideration for the assignment,
-------------------
transfer, conveyance and delivery of the Assets to Transferee, effective on the
Closing Date, Transferee shall assume and agree to pay and perform all of
Transferor's liabilities and obligations relating to and arising under or in
connection with the Assets, whether arising or accruing prior to, on or after
the Closing Date, including, without limitation, all liabilities and obligations
relating to (i) the Safeguard Loans (as hereinafter defined), (ii) the
Transferred Employees (as hereinafter defined), (iii) the 401(k) Plan (and in
accordance with Section 6 below), and (iv) all management fees owing to
Safeguard Scientifics, Inc., a Delaware corporation ("SSI"), and its affiliates
and Mirage Technologies Limited Partnership (collectively, the "Assumed
Liabilities"). Notwithstanding anything to the contrary set forth herein,
Transferee shall not be deemed to have assumed any liability or obligation
whatsoever with respect to the Excluded Assets or Transferor's Lifef/x Division,
all of which are retained by Transferor.
(b) Liens Existing on the Closing Date. The Assets and Assumed
----------------------------------
Liabilities transferred in accordance herewith shall be transferred subject to
all liens and encumbrances existing on the Closing Date, including, without
limitation, the liens in favor of Silicon Valley Bank and the liens in favor of
SDI and SSI, the latter of which were granted in accordance with that certain
Indemnification Agreement of even date herewith by and among Transferee,
Transferor and SSI (collectively, the "Liens"). Transferee hereby acknowledges
and agrees that the Assets and the Assumed Liabilities will be transferred
subject to the Liens.
4. Safeguard Loans. During the period from October 1, 1999 to the
---------------
Closing Date, SDI and its affiliates have made, and may make additional, loans
and advances (collectively, the "Safeguard Loans") to Transferor, some or all of
which are or will be evidenced by promissory notes (collectively, the "Safeguard
Notes"). To effectuate the assumption by Transferee of the Safeguard Loans
outstanding on the Closing Date as set forth in Section 3 above, on the Closing
Date (a) SDI shall return to Transferor all outstanding Safeguard Notes (marked
"canceled") evidencing the outstanding Safeguard Loans (collectively, the
"Canceled Safeguard Notes"), and (b) Transferee shall execute and deliver to SDI
new Safeguard Notes to replace the Safeguard Notes canceled pursuant to this
Section 4 (collectively, the "New Safeguard Notes"). The New Safeguard Notes
shall be in form and substance satisfactory to Transferee and SDI.
5. Transfer of Employees. On the Closing Date, Transferee shall hire
---------------------
all of Transferor's employees (collectively, the "Transferred Employees"), other
than those working primarily for Transferor's Lifef/x Division. Transferor's
union employees shall be employed by Transferee pursuant to the terms and
conditions of the collective bargaining agreements pursuant to which such
employees were employed immediately prior to the Closing Date. Transferor's
nonunion employees, including, without limitation, Xxxxxxx Xxxxxx ("Xxxxxx") and
Xxxxxxx Xxxxx ("Xxxxx"), shall be employed by Transferee on substantially the
same or similar terms and conditions as those provided to such employees
immediately prior to the Closing Date.
5
6. 401(k) Matters.
--------------
(a) Assumption. Effective as of the Closing Date, (i) Transferee
----------
shall adopt and assume sponsorship of Transferor's 401(k) plan (the "401(k)
Plan") from Transferor, with full authority with respect thereto, including
without limitation, the authority to maintain, amend and terminate the 401(k)
Plan, and (ii) Transferee shall assume and agree to perform and discharge all of
the duties and obligations of the employer sponsor under the 401(k) Plan and to
pay, and be solely responsible, for all of the liabilities and obligations of
any kind (whether absolute, contingent or otherwise) of the employer sponsor
thereunder in respect of, arising under or required to be performed with respect
to the 401(k) Plan and its participants. As soon as practicable following the
Closing Date, Transferee shall amend the 401(k) Plan to reflect that effective
as of the Closing Date, Transferee is the "Employer" maintaining the 401(k)
Plan.
(b) Continuity of Trust Fund. The 401(k) Plan's existing trust
------------------------
fund (the "Trust Fund") shall continue to hold all of the 401(k) Plan's assets
and fund all of the benefits payable under the Plan and the existing trustees of
the Trust Fund shall not be changed as a result of this Agreement.
Notwithstanding the foregoing, at any time and from time to time hereafter,
Transferee shall have the exclusive power to change the Trustee or the
investment policy of the Trust Fund.
(c) Plan Contributions. Transferor shall make all 401(k) Plan
------------------
contributions earned by 401(k) Plan participants from Transferor prior to the
Closing. Transferee shall make all other 401(k) Plan contributions for the
current 401(k) Plan year.
(d) Cooperation. Transferor shall promptly provide Transferee
-----------
with all information and take such other reasonable steps following the Closing
Date as Transferee may request in order to facilitate the proper administration
of the 401(k) Plan and the continued qualification of the 401(k) Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
(e) No Undertaking to Maintain the 401(k) Plan for Any Stated
---------------------------------------------------------
Period of Time. While Transferee shall continue the 401(k) Plan in force after
--------------
the assumption provided for in this Agreement, it reserves the right to amend
the 401(k) Plan at any time and from time to time and to terminate the 401(k)
Plan at any future date.
7. Indemnification.
---------------
(a) Indemnification. As further consideration for Transferor's
---------------
agreement to assign, transfer, convey and deliver the Assets to Transferee,
effective as of the date of this Agreement, Transferee shall indemnify, defend
and hold harmless Transferor and its stockholders, directors, officers,
employees, agents, attorneys and representatives (collectively, the "Indemnified
Parties"), from and against any and all Losses (as hereinafter defined) which
may be incurred or suffered by any or all of the Indemnified Parties and which
have arisen or resulted from or may arise out of or result from the Assets or
the Assumed Liabilities. As used herein, "Losses" shall mean all losses,
liabilities, damages, awards, judgments, assessments, fines, sanctions,
penalties, charges, costs, expenses, payments, however suffered or
characterized, all interest thereon, all costs and expenses of investigating any
claim, lawsuit or
6
arbitration and any appeal therefrom, all actual attorneys', accountants', and
expert witness' fees and expenses (including without limitation all
disbursements) incurred in connection therewith, whether or not such claim,
lawsuit or arbitration is ultimately defeated and, subject to the other
provisions of this Section 7(a), all amounts paid incident to any compromise or
settlement of any such claim, lawsuit or arbitration. Notwithstanding anything
to the contrary contained herein, Transferee shall have no obligation to
indemnify the Indemnified Parties for Losses which have arisen or resulted from
or may arise out of or result from the Assets or the Assumed Liabilities to the
extent that (i) such Assets have been used in Transferor's Lifef/x business, or
(ii) such Assumed Liabilities arose or resulted from or may arise or result from
Transferor's Lifef/x business (collectively, the "Excluded Indemnification
Obligations"). Each of Transferor and Transferee shall use its best efforts to
reach mutual agreement on the amount and allocation of the Excluded
Indemnification Obligations. If such parties are unable to reach such mutual
agreement, the dispute shall be submitted to binding arbitration in Los Angeles,
California. Such arbitration shall be conducted by the American Arbitration
Association, whose rules applicable to commercial disputes shall be in force.
(b) Notice. If any Indemnified Party receives notice of any
------
claim, action or proceeding with respect to which Transferee is obligated to
provide indemnification pursuant to Section 7(a) above, the Indemnified Party
shall promptly give Transferee written notice thereof, which notice shall
specify in reasonable detail, if known, the amount or an estimate of the amount
of the liability arising therefrom and the basis of the claim. Such notice shall
be a condition precedent to any liability of Transferee for indemnification
hereunder, but the failure of the Indemnified Party to give prompt notice of a
claim shall not adversely affect the Indemnified Party's right to
indemnification hereunder unless the defense of that claim is materially
prejudiced by such failure.
(c) Third-Party Claims. Transferee shall have the right to
------------------
conduct and control at its own cost, through its own counsel, the defense,
compromise or settlement of any third-party claim, action or suit involving an
Indemnified Party as to which indemnification is sought, and such Indemnified
Party shall cooperate at no cost and furnish any records, information and
testimony and attend any conferences, discovery proceedings, hearings, trials
and appeals as Transferee may reasonably request. The Indemnified Party shall be
entitled at any time to participate in (but not direct) the defense of any such
claim, action or proceeding through its own counsel and at its own expense. The
Indemnified Party shall not compromise or settle any third-party claim that is
subject to indemnification under this Agreement without the prior written
consent of Transferee, which shall not be unreasonably withheld or delayed.
8. Condition Precedent. Each of the following shall occur on or
-------------------
before the Closing Date and is a condition precedent to the occurrence thereof:
(a) Transferor shall have obtained or satisfied all consents,
approvals, authorizations, notices, filings, exemptions or other requirements
(whether prescribed by the organizational documents of the parties, applicable
law or required pursuant to any material Contract or Other Agreement or
otherwise) necessary, appropriate, and material for the transfer of the Assets
and the assumption of the Assumed Liabilities contemplated hereby;
7
(b) Transferor shall have executed and delivered to Transferee
bills of sale, endorsements, assignments, deeds and other instruments of
conveyance and transfer with respect to the Assets effecting the sale, transfer,
assignment and conveyance of the Assets to Transferee, including, without
limitation, the General Xxxx of Sale, Assignment and Assumption Agreement in the
form attached hereto as Exhibit "A" (the "Xxxx of Sale") and any and all
documents (including, without limitation, documents relating to title insurance)
reasonably requested or required in connection with the transfer of ownership of
the Real Property (collectively, the "Assignment Documents");
(c) SDI shall have returned to Transferor the Canceled Safeguard
Notes;
(d) Transferee shall have executed and delivered to SDI the New
Safeguard Notes;
(e) Transferee shall have executed and delivered to Transferor
such undertakings of assumption as Transferor may reasonably request to reflect
Transferee's assumption of the Assumed Liabilities, including, without
limitation, the Xxxx of Sale (collectively, with the New Safeguard Notes, the
"Assumption Documents");
(f) Transferor and Transferee shall have executed and delivered
the License Agreement substantially in the form attached hereto as Exhibit "B";
and
(g) Each of Transferor and Transferee shall have executed and
delivered all other certificates, documents, instruments and writings reasonably
required to be delivered by it on or before the Closing Date pursuant to this
Agreement or otherwise reasonably required in connection herewith.
9. Failure to Obtain Consents. This Agreement shall not constitute an
--------------------------
assignment of any claim, asset, right, contract, permit or license if the
attempted assignment thereof without the consent of the other party thereto
would constitute a breach thereof or in any way adversely and materially affect
the rights of Transferor thereunder. If such consent is not obtained, or if any
attempted assignment thereof would be ineffective or would adversely and
materially affect the rights of Transferor thereunder so that Transferee would
not in fact receive all such rights, then (a) only the proceeds of such claim,
asset, right, contract, permit or license shall be deemed to have been
transferred to Transferee pursuant hereto and Transferor shall otherwise retain
such claim, asset, right, contract, permit or license, and (b) Transferor hereby
engages Transferee, and Transferee hereby accepts the engagement, to act as the
attorney-in-fact of Transferor in order to obtain for Transferee the benefit of
such claim, asset, right, contract, permit, franchise or license. From and after
the Closing Date, Transferor shall use its best efforts to obtain or satisfy all
such consents, approvals, authorizations, notices, filings, exemptions and other
requirements.
10. Representations and Warranties.
------------------------------
(a) Each of Transferor and Transferee represents and warrants to
the other that on the date hereof and on the Closing Date (i) it has all
requisite power and authority to execute and deliver this Agreement, the
Assignment Documents, the Assumption Documents,
8
and any other assignments, instruments and documents to be executed and
delivered to effectuate the assignment and assumption contemplated hereby, (ii)
its execution and delivery of this Agreement, the Assignment Documents, and the
Assumption Documents, and the performance of its obligations hereunder and
thereunder have been authorized by all necessary action and do not violate any
laws, regulations or orders by which it is bound, and (iii) this Agreement, the
Assignment Documents, and the Assumption Documents constitute its legal, valid
and binding obligations, enforceable against it in accordance with the terms
hereof and thereof.
(b) Transferor represents and warrants to Transferee that on the
date hereof and on the Closing Date it has good and marketable title to each of
the Assets, subject only to the Liens. The delivery to Transferee of the
instruments of transfer of ownership contemplated by this Agreement will, on the
Closing Date, vest in Transferee good and marketable title to each of the
Assets, subject only to the Liens.
(c) Transferee understands that, except as provided in Section
10(b) above, Transferor is making no representation or warranty, express or
implied, with respect to the Assets and that Transferee is acquiring the Assets
"as is" and "with all faults", if any.
11. Delivery. In addition to the instruments, agreements and other
--------
documents, including, without limitation, the Assignment Documents and the
Assumption Documents, executed and delivered in accordance with this Agreement,
on or as soon as practicable following the Closing Date, Transferor shall
deliver the following to Transferee or to such location, person or entity
designated by Transferee in its sole discretion:
(a) The Assets, including, without limitation, (i) all Tangible
Personal Property, (ii) possession of the Real Property, (iii) all originals and
copies of the Contracts and Other Agreements; (iii) the certificates
representing any securities or ownership interests in other entities included in
the Assets and any negotiable instruments included in the Assets, together with
duly executed assignments in blank and all necessary endorsements; (iv) all cash
on hand and in banks which is included in the Assets; and (v) all Books and
Records relating to or included in the Assets; and
(b) Any other information, document, instrument or agreement with
respect to the Assets and the Assumed Liabilities in the possession or control
of Transferor.
12. Reimbursement Obligations. If an amount is received or recovered
-------------------------
by Transferor after the Closing Date in respect of the Assets, Transferor shall
promptly pay such amount to Transferee after receipt thereof and assign to
Transferee any related rights under contract or otherwise. If any amount is
received or recovered by Transferee after the Closing Date in respect of the
Excluded Assets, Transferee shall promptly pay such amount to Transferor after
receipt thereof and assign to Transferor any related rights under contract or
otherwise.
13. Assets and Assumed Liabilities Held in Trust. From the date
--------------------------------------------
hereof until the Closing Date, Transferor shall hold the Assets and the Assumed
Liabilities and the proceeds of each in trust for the benefit of Transferee, and
neither Transferor nor its stockholders shall be entitled to any beneficial
interest in the Assets or the Assumed Liabilities during such period. From the
date hereof until the Closing Date, Transferee may direct Transferor to convey,
transfer
9
or otherwise dispose of any or all of the Assets or Assumed Liabilities,
provided that such disposition would not have any material adverse effect on
Transferor.
14. Further Assurances. Each of Transferor and Transferee shall, at
------------------
any time and from time to time after the date hereof, upon request of the other
party hereto, execute, acknowledge and deliver all such further acts, deeds,
assignments, transfers, conveyances, and assurances, and take all such further
actions, as shall be necessary or desirable to give effect to the transactions
contemplated hereby and to collect and reduce to the possession of Transferee
any and all of the Assets.
15. Notices. All notices, requests and other communications hereunder
-------
shall be in writing and shall be delivered by courier or other means of personal
service (including by means of a nationally recognized courier service or
professional messenger service), or sent by telex or telecopy or mailed first
class, postage prepaid, by certified mail, return receipt requested, in all
cases, addressed to:
Transferor: Lifef/x Networks, Inc.
(f/k/a Pacific Title/Mirage, Inc.)
0 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xx. Xxxxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
Transferee: PTM Productions, Inc.
c/o Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx, Esq. & Xx. Xxxxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
All notices, requests and other communications shall be deemed given
on the date of actual receipt or delivery as evidenced by written receipt,
acknowledgment or other evidence of actual receipt or delivery (or attempted
delivery) to the address specified above. In case of service by telecopy, a
copy of such notice shall be personally delivered or sent by registered or
certified mail, in the manner set forth above, within three (3) business days
thereafter. Any party hereto may from time to time by notice in writing served
as set forth above designate a different address or a different or additional
person to which all such notices or communications thereafter are to be given.
16. Choice of Law. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of California.
17. Third Party Beneficiaries. This Agreement is entered into for the
-------------------------
sole protection and benefit of the parties hereto and their respective
successors and permitted assigns, and no other person shall be a direct or
indirect beneficiary of, or shall have any direct or indirect cause of action or
claim in connection with, this Agreement, nor is anything in this Agreement
10
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement. Notwithstanding anything to the contrary
contained herein, each of the Indemnified Parties (other than Transferor) and
its heirs, successors and permitted assigns shall be deemed to be a third-party
beneficiary of this Agreement but solely with respect to Section 7 hereof.
18. Waiver. The waiver or failure of either party to exercise in any
------
respect any right provided for in this Agreement shall not be deemed a waiver of
any further right under this Agreement.
19. Severability. If any provision of this Agreement is invalid,
------------
illegal or unenforceable under any applicable statute or rule of law, it is to
that extent to be deemed omitted. The remainder of the Agreement shall be valid
and enforceable to the maximum extent possible.
20. Gender. Any of the terms defined in this Agreement may, unless
------
the context otherwise requires, be used in the singular or the plural and in any
gender depending on the reference, and all references in this Agreement to a
person or entity shall be deemed to include that person's heirs, personal
representatives, administrators, successors and permitted assigns.
21. Assignment. This Agreement and the covenants and agreements
----------
herein contained shall inure to the benefit of and shall bind the respective
parties hereto and their respective successors and permitted assigns. Either
party may assign its interest under this Agreement with the prior written
consent of the other party hereto, which consent shall not be unreasonably
withheld or delayed.
22. Entire Agreement. This Agreement is intended to embody the final,
----------------
complete and exclusive agreement among the parties with respect to the subject
matter hereof and is intended to supersede all prior agreements, understandings
and representations written or oral, with respect thereto, and may not be
contradicted by evidence of any such prior or contemporaneous agreement,
understanding or representation, whether written or oral.
23. Arbitration. The sole and exclusive jurisdiction, venue and means
-----------
for resolving any controversy or claim arising out of, relating to or concerning
this Agreement (including, without limitation, the agreement to arbitrate
contained in this Section 23), the compliance by any party herewith, any claim
in tort, or any claim for violation of any federal, state or local statute,
ordinance or regulation, shall be binding arbitration in Los Angeles County,
California. The arbitration shall be conducted by the American Arbitration
Association, whose rules applicable to commercial disputes shall be in force,
and judgment or the award rendered by the arbitrator may be entered by any court
having jurisdiction thereof. There shall be one arbitrator to be mutually
selected by the parties to the arbitration. The fees of the arbitrator,
administrative fees, and the other fees and costs of the arbitration, including,
but not limited to, the cost of any record or transcripts of the arbitration,
shall be advanced by the parties to the arbitration in equal portions, and, in
addition thereto, each such party shall advance the fees of its own attorneys,
the expenses of its witnesses and all other expenses connected with presenting
its case. THE PARTIES HERETO WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION
WITH ANY ARBITRABLE CONTROVERSY OR CLAIM.
11
24. Attorneys' Fees. Without limiting the enforceability of Section 23
---------------
above, if any action or proceeding is commenced in arbitration or otherwise by
either party to enforce its rights under this Agreement or to collect damages as
a result of the breach of any of the provisions of this Agreement, the
prevailing party in such action or proceeding, including any bankruptcy,
insolvency or appellate proceedings, shall be entitled to recover all reasonable
costs and expenses, including, without limitation, reasonable attorneys' fees
and court costs and other amounts advanced in accordance with Section 23 above,
in addition to any other relief awarded by the arbitrator or court.
25. Amendments. This Agreement shall not be altered, modified or
----------
amended except by a written instrument signed by each of the parties hereto
(except SDI unless such alteration, modification or amendment relates to Section
4 above).
26. Headings. The captions and headings used in this Agreement are for
--------
convenience only and shall not be construed as a part of this Agreement.
27. Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
12
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
TRANSFEROR:
----------
LIFEF/X NETWORKS, INC.
(F/K/A PACIFIC TITLE/MIRAGE, INC.),
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxxx
Chief Financial Officer and Secretary
TRANSFEREE:
----------
PTM PRODUCTIONS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxxx
President
SOLELY WITH RESPECT TO SECTION 4 ABOVE:
SDI:
---
SAFEGUARD DELAWARE, INC.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Vice President
-----------------------------
SCHEDULE 1(a)
-------------
REAL PROPERTY
-------------
PARCEL 1:
XXX 0 XX XXXXX "X" XX XXXXXX HEIGHTS IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE 72 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
THOSE PORTIONS OF XXXX 0 XXX 0 XX XXXXX 00 XX XXXXXXXXX, XX THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
53 PAGE 10 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE XXXXXXXXX XXXXXX XX XXX 0 XX XXXXX "B" OF SENECA HEIGHTS, AS
PER MAP RECORDED IN BOOK 16 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, IN THE SOUTH LINE OF SANTA XXXXXX BOULEVARD 80 FEET
WIDE; SAID POINT OF BEGINNING BEING DISTANT WESTERLY 47.50 FEET FROM THE
INTERSECTION OF SAID SOUTH LINE OF SANTA XXXXXX BOULEVARD WITH THE WEST LINE OF
XXXXXXX WAY; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 1, 135 FEET;
THENCE WESTERLY PARALLEL WITH SAID SOUTH LINE OF SANTA XXXXXX BOULEVARD 87.50
FEET; THENCE NORTHERLY PARALLEL WITH SAID WEST LINE OF XXXXXXX WAY, 135 FEET TO
SAID SOUTH LINE OF XXXXXX BOULEVARD; THENCE EASTERLY ALONG SAID LAST MENTIONED
LINE 87.50 FEET TO THE POINT OF BEGINNING.
PARCEL 3:
THOSE PORTIONS OF XXXX 0 XXX 0 XX XXXXX 00 XX XXXXXXXXX, XX THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
53 PAGE 10 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, AND OF LOT 2 IN BLOCK "B" OF SENECA HEIGHTS, IN SAID CITY, AS PER
MAP RECORDED IN BOOK 16 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE OF XXXXXXX WAY, DISTANT SOUTHERLY 67.50
FEET FROM THE NORTHEAST CORNER OF XXX 0 XX XXXXX "X" XX XXXXXX XXXXXXX; THENCE
WESTERLY PARALLEL WITH THE SOUTHERLY LINE OF SANTA XXXXXX BOULEVARD, 135 FEET;
THENCE SOUTHERLY PARALLEL WITH SAID WEST LINE OF XXXXXXX WAY, 67.50 FEET TO THE
NORTH LINE OF XXXXXXX AVENUE; THENCE EASTERLY ALONG SAID LAST MENTIONED LINE;
135
S-la
Page 1 of 2
FEET TO SAID WEST LINE OF XXXXXXX WAY, THENCE NORTHERLY ALONG SAID XXXXXXX
WAY, 67.50 FEET TO THE POINT OF BEGINNING.
PARCEL 4:
THOSE PORTIONS OF XXXX 0 XXX 0 XX XXXXX 00 XX XXXXXXXXX, XX THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
53 OF PAGE 10 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, AND OF XXX 0 XX XXXXX X XX XXXXXX XXXXXXX, XX SAID CITY, AS PER MAP
RECORDED IN BOOK 16 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID XXX 0 XX XXXXX "X" XX XXXXXX XXXXXXX,
XX THE WEST LINE OF XXXXXXX WAY, SAID POINT OF BEGINNING BEING DISTANT SOUTHERLY
135 FEET FROM THE INTERSECTION OF SAID WEST LINE OF XXXXXXX WAY WITH THE SOUTH
LINE OF SANTA XXXXXX BOULEVARD, 80 FEET WIDE; THENCE WESTERLY PARALLEL WITH SAID
SOUTH LINE OF SANTA XXXXXX BOULEVARD 135 FEET; THENCE SOUTHERLY PARALLEL WITH
SAID WEST LINE OF XXXXXXX WAY 67.50 FEET; THENCE EASTERLY PARALLEL WITH SAID
SOUTH LINE OF SANTA XXXXXX BOULEVARD, 135 FEET TO SAID WEST LINE OF XXXXXXX WAY;
THENCE NORTHERLY ALONG XXXXXXX WAY 67.50 FEET TO THE POINT OF BEGINNING.
S-la
Page of 2 of 2
SCHEDULE 2(a)
-------------
EXCLUDED ASSETS - LIFEF/X DIVISION
----------------------------------
-16-
See attached.
Listing of Life F/X Assets to be
Excluded from SVB Liens
. Patents (issued and pending) see attached
. Technologies License, Development, Consulting and Collaboration Agreement
between Auckland UniServices Limited and Pacific Title/Mirage effective as of
11/1/97
. Employment contracts dated as of the dates indicated:
. Xxxxxxx Xxxxxxx - 11/29/99
. Xxxxxxx Xxxxxxxxxx - 11/29/99
. Xxxxx XxXxxxxxxx - 12/25/99
. Xxxxx Xxxxxx - 12/20/99
. Xxxxx Xxxxxx - 1/17/00
. Xxxx X. Xxxxx - 3/1/98
. Xxxx X. Xxxxxxxx - 3/1/98
. Life insurance contracts on Xxxx X. Xxxxx & Xxxx X. Xxxxxxxx
. Policy # 00-000-000 issued by Manufacturer's Life Insurance Co.
Insured: Xxxx X. Xxxxxxxx
. Policy # 00-000-000 issued by Manufacturer's Life Insurance Co.
Insured: Xxxx X. Xxxxx
. Employment services of all LifeF/X employees/contractors and consultants:
. Boston employees/contractors/consultants include:
. Xxxxxxx Xxxxxxx
. Xxxxxxx Xxxxxxxxxx
. Xxxxx XxXxxxxxxx
. Xxxxx Xxxxxx
. Xxxxx Xxxxxx
. Xxxxxxxx Xxxxxxxx
. Xxxxxx Xxxxxxxx
. Xxxxxxxx Xxxxxx
. Xxx Xxxxxx
. Xxxxxxx Xxxxxx
. Xxxxxx Xxxxxxxx
. Xxxxx Xxxxxxxx
. Xxx Xxxxxx
. Xxxxx Xxxxxxx
. Xxxx Xxxxxxx
. Xxxxx Xxxxxxx
. Xxxx Xxxxxxx
. Los Angeles employees/contractors/consultants include:
. Xxxx X. Xxxxxxxx
. Xxxx X. Xxxxx
. Xxxx XxXxxx
. Xxxx Xxxxxxxxx
. Xxxxx Xxxxxxxxx
. Xxxx Xxxxxxxxx
. Xxxxxx Xxxxxxx
. Non-compete agreements from former employees
. Prepaid health benefits on all LifeF/X employees paid to Union Health and
Welfare Plan through Pacific Title/Mirage
. Prepaid patent trust fund (less than $25,000) at patent firm of Xxxxxxxx &
Sunstein, Boston, MA
. Proprietary software and tools that have been developed by Pacific
Title/Mirage, Inc.
. LifeF/X Equipment at both the Los Angeles and Boston locations including, but
not limited to assets on the attached listing
. LifeF/X content and library including, but not limited to those itemized on
the attached list
. LifeF/X models, sculptures, pictures, including, but not limited to those
itemized on the attached list
. LifeF/X trademarks and service marks including but not limited to:
. LifeF/X
. LifeF/X, Inc.
. LifeF/X Networks, Inc.
. "the face of the internet"
. "changing the internet from catalogue to dialogue"
. "standins"
. LifeF/X registered domain names as per the attached listing
. PR related materials, brochures and Siggraph awards
. Prepaid D&O insurance policy issued through Xxxxx Xxxxxx Agency
. $18 million of cash from recent offering less deal-related costs and all
related documentation from the offering, including without limitation all
subscription agreements and Private Placement Memorandums
. Net Operating Loss Carryforward of former Pacific Title/Mirage, Inc.
. Lease for facility at "Polaroid Building" at 000 Xxxxxxx Xxxx, Xxxxxx, XX
00000
. Lease for facility at facility at 0000 Xxxxxxxxx Xxxx., Xxx Xxxxxxx, XX
00000
. All books and records relating to the operation of the LifeF/X division and
the assets listed herein
Listing of Life F/X Assets to be
Excluded form SVB Liens
Patent-Related
. Apparatus and Method for Representation of Expression in a Tissue-Like System
(No. 8900893)
. Rapid High Resolution Image Capture System (No. 5999209)
. Apparatus and Method for Rapid 3D Paramaterization (No. 08994803)
Listing of Life F/X Assets to be
Excluded from SVB Liens
Equipment and Software in Boston
(1) Two HP 859c win 98 workstations
(2) HP Photosmart P1100 Printer
(3) Six Dell Inspiron 7600 laptops
(4) HP 2100tn printer
(5) Xerox 385 fax machine
(6) Compaq AP 200 workstation
(7) Five Dell Precision workstations
(8) Dell Server 44400
(9) Cisco 3524 Data Switch, GTX router
(10) Avid express system (Purchased in Boston, shipped to L.A.)
(11) Two AC power adapters for Dell Inspiron
(12) Additional CD-RW and DVD for Inspiron
(13) Additional CD-RW for SL Inspiron and AC adapter
(14) VST IEEE-1394 Firewire PC card
(15) Ratoc IEEE-1394 Firewire PC card
(16) HP deskjet printer 882c
(17) HP deskjet printer 712c
(18) Dell 4727T docking station
(19) Thinkmate clone PC
(20) Powerspec clone PC
(21) HP deskjet printer 718c
(22) Assets purchased from One/Zero Media as listed on the following four
pages
Software
. Adobe Photoshop
. Adobe Premiere
. Adobe Golive
. Microsoft Developer Network Universal Library (multiple copies)
. Intel V-Tune
. Visual C Boards
. Visual Test
. Install Shield Prof.
. MKT Toolkit
. Compuware Numega
Life F/X Assets to be
Excluded from SVB Lien
Back Part of Office
Qty Item Location Notes
10 Work Stations (Low Height) Center Area White tabletop, Material rides, Black trim
04 Work Stations (High Height) Center Area Along Wall White tabletop, Material rides, Black trim
01 HP 4000TN Printer Center Area Front Wall 2 Trays
01 Panafax UF 770 Fax Machine Center Area Front Wall
03 Executive Desk Setup Offices Off Center Area Wood Finish
01 Meridian Phone Set Center Area
02 Apple Monitors Office Off Center Area
05 17" Panasonic Monitor Office Off Center Area
08 17" Princeton Monitor Office Off Center Area
01 20" Viewsonic Monitor Office Off Center Area
01 17" Sun System Monitor Office Off Center Area
08 High Back Multi-Tilt Chair In Cube Along Wall Color- Black
05 2 Drawer Lateral File Cabinet Center Area Front Wall Color- Black
02 4 Drawer Lateral File Cabinet Center Area Front Wall Color- Black
01 Metal Bookcases (4 Rows) Center Area Front Wall Color- Black
01 Wood Bookcases (5 Rows) Center Area Front Wall Wood Finish
14 Guest Chair Back Wall Color- Red
01 Pedestal Light Fixture Office Off Center Area Color- White
02 Pedestal Light Fixture Office Off Center Area Color- Black
Kitchen
Qty Item Location Notes
01 Full Size Fridge Kitchen Color- White
01 Full Size Coke Cooler Kitchen Glass Door
01 Sanyo Microwave Kitchen Color- White
02 Single Pedestal Round Table Kitchen Color- White
01 Single Pedestal Round Table Moveable Kitchen Color- White
08 Chairs Kitchen Color- Black
Conference Room
Qty Item Location Notes
01 Sony Television Conference Room Color- Black
01 JVC Video Casette Recorder Conference Room Color- Black
01 Sony Projector Conference Room
01 Compaq Computer Conference Room
01 PS2 Keyboard and 2 Button Mouse Conference Room
01 Speakers for Computer Sound Conference Room
01 Conference Table Conference Room Wood Finish
05 High Back Swivel Task Chair Conference Room Color- Black
05 Low Back Swivel Task Chair Conference Room Color- Black
Reception Area
Qty Item Location Notes
02 Meridian Phone Set Front Lobby
01 Storage Cabinet Front Lobby 2 Door
Life F/x Assets to be
Excluded from SUB Lien
Wiring Closet
Qty Item Location Notes
01 Uninterruptible Power Supply Wiring Closet APC Model 2200
01 Uninterruptible Power Supply Wiring Closet APC Model 1400
01 Baystack 350 Switch Wiring Closet 12 Ports
01 Baystack 350T Switch Wiring Closet 10/100 16 Ports
01 Baystack 102 Hub Wiring Closet 10Base T24 Ports
03 Baystack 204 Hub Wiring Closet 100Base T24 Ports
02 Meridian Phone Set Wiring Closet
01 High Back Multi-Tilt Chair Wiring Closet Color-Black
Conference Room Corridor
Qty Item Location Notes
01 4 Drawer Lateral File Cabinet Conference Room Corridor Color-Black
Large Computer Closet
Qty Item Location Notes
12 17" Princeton Monitor Large Computer Closet
01 15" NEC Monitor Large Computer Closet
01 17" Panasonic Monitor Large Computer Closet
01 17" Sun System Monitor Large Computer Closet
01 17" Viewsonic Monitor Large Computer Closet
01 17" NEC Monitor Large Computer Closet
01 Epson 636 Scanner Large Computer Closet
29 PS2 Keyboards Large Computer Closet Color-White
01 Sun System Keyboard Large Computer Closet
05 PS2 Natural Keyboards Large Computer Closet Color-White
02 Iomega Zip 100 Drives Large Computer Closet MacIntosh
07 Speakers for Computer Sound Large Computer Closet
24 PS2 2 Button Mice Large Computer Closet Logitech, Microsoft
01 MacIntosh Mouse Large Computer Room
45 Meridian Phone Set Large Computer Room
01 Swing Arm Lamp Large Computer Room Clip-on Incandescent
02 Desk Lamp Large Computer Room Color-Black (Halogen)
04 Desk Lamp Large Computer Room Color-Black (Incandescent)
Large Computer Closet
Qty Item Location Notes
04 Compaq 400Mhz, 64MB Ram, Win NT Large Computer Room Tower
01 Compaq 400Mhz, 196Mb Ram, Win NT Large Computer Room Tower
02 Compaq 350Mhz, 32MB Ram, Win Nt Large Computer Room Tower
01 Compaq 350Mhz, 64MB Ram, Win Nt Large Computer Room Tower
01 Compaq 350Mhz, 96Mb Ram, Win Nt Large Computer Room Tower
01 Compaq 350Mhz, 128MB Ram, Win 95 Large Computer Room Tower
09 Compaq 350Mhz, 128Mb Ram, Win Nt Large Computer Xxxx Xxxxx
00 XXX 000 Xx, 000XX Ram, Win NT Large Computer Room Tower
01 NPC 333 Mhz, 64MB Ram, Win NT Large Computer Xxxx Xxxxx
00 XXX 000 Xxx 000 Xx Ram, Win NT Large Computer Room Tower
01 NPC 333 Mhz, 160 MB Ram, Win NT Large Computer Room Tower
Life F/X Assets to be
Excluded from SUB Lien
Qty Item Location Notes
03 Work Stations (Low Height) Along Proni Wall White tabletop, Material sides, Black trim
07 Work Stations (High Height) Center Area White tabletop, Material sides, Black trim
01 4 Drawer Lateral File Cabinet Center Area Color - Black
03 Executive Credenza/Bridge/Desk Offices Off Center Area Wood Finish
01 Small Round Conference Table Offices Off Center Area Wood Finish
03 "L" Shape Workstations Offices Off Center Area White tabletop, Black trim
01 Epson Color 800 Printer Center Area
01 Spare Station 10 Offices Off Center Area
01 Sun System Monitor Offices Off Center Area
01 Sun System Keyboard and 2 Button Mouse Offices Off Center Area
01 NPC 000 Xxx Xxxxxxxx Xxxxxxx Xxx Xxxxxx Xxxx
00 00" ADC Monitor Offices Off Center Area
01 PS2 Keyboard and 2 Button Mouse
01 High Back Multi-Tilt Chair Offices Off Center Area Color - Black
01 Low Back Multi-Tilt Chair Offices Off Center Area Color - Black
01 Guest Chair Offices Off Center Area Color - Red
01 4 Drawer Lateral File Cabinet Offices Off Center Area Color - Black
01 2 Drawer Lateral File Cabinet Offices Off Center Area Color - Black
01 Pedestal Light Fixture Offices Off Center Area Color - White
01 HP 4050N Printer Offices Off Center Area 2 Trays
01 Meridian Phone Set Offices Off Center Area
19 Under Cabinet Light Fixtures Offices Off Center Area Color - Black (PL Lamps)
27 2 Drawer Mobile File Cabinet Offices Off Center Area Color - Black
26 3 Drawer Mobile File Cabinet Offices Off Center Area Color - Black
01 6" Folding Table Offices Off Center Area
06 5" Folding Table Offices Off Center Area
02 6" Folding Table Offices Off Center Area
Front Offices
Qty Item Location Notes
03 Executive Credenza/Bridge/Desk Front Office Wood Finish
01 Small Round Conference Table Front Office Wood Finish
01 NPC 166Mhz Computer Front Office
01 17" Princeton Monitor Front Office
01 Keyboard and 2 Button Mouse Front Office
02 Wood Bookcases (2 Rows) Front Office Wood Finish
02 4 Drawer Lateral File Cabinets Front Office Color - Black
02 Wood Bookcases (4 Rows) Front Office Corridor Wood Finish
02 Guest Chair Front Office Color - Red
01 Meridian Phone Set Front Office
01 Desk Lamp Front Office Color - Black (Incandescent)
SVB Assets to be
Excluded from SVB Lien
Network Office
Qty Item Location Notes
02 Macintosh G3 Computers Network Office Specifications unknown at this time
03 NPC Computers Network Office Specifications unknown at this time
01 Executive Credenza/Bridge/Desk Network Office Wood Finish
01 "L" Shape Workstations Network Office White tabletop, Black trim
01 Wood Bookcase (2 Rows) Network Office Wood Finish
01 17" Princeton Monitor Network Office
01 17" ADC Monitor Network Office
02 High Back Multi-Tilt Chair Network Office Color - Black
01 Epson EPL-N2000 Printer Network Office Local Printer
01 Laser Jet 6L Printer Network Office Local Printer
01 NPC 333Mhz, 128 MB Ram, Win NT Network Office Tower
01 NPC 400Mhz, 128 MB Ram, Win Nt Network Office Tower
02 Compaq 400Mhz desktop Computers Network Office Tower
01 Compaq 350Mhz Computer Network Office Tower
01 Compaq Deskpro Network Office Tower
02 Meridian Phone sets Network Office
Upstairs Back Offices
Qty Item Location Notes
01 Executive Credenza/Bridge/Desk Upstairs Back Office Wood Finish
05 Work Stations (High Height) Upstairs Back Office White tabletop, Material sides, Black trim
01 4 Drawer Lateral File Cabinet Upstairs Back Office Color-White
01 17" Panasonic Monitor Xxxxxxxx Xxxx Xxxxxx
00 00" Xxxxxxxxx Xxxxxxx Upstairs Back Office
02 3 Drawer Mobile File Cabinet Upstairs Back Office Color - Black
05 2 Drawer Mobile File Cabinet Upstairs Back Office Color - Black
06 Under Cabinet Light Fixtures Upstairs Back Office Color - Black (PL Lamps)
01 NPC 333Mhz, 163 MB Ram, Win NT Xxxxxxxx Xxxx Xxxxxx Xxxxx
00 XXX 000Xxx Computer Upstairs Back Office Tower
03 Meridian Phone Sets Upstairs Back Office
02 PS2 Keyboard and 2 Button Mouse Upstairs Back Office
01 PS2 Natural Keyboard and 2 Button Mouse Upstairs Back Office
01 Speakers for Computer Sound Upstairs Back Office
03 Pedestal Light Fixture Upstairs Back Office Color - White
01 "L" Shape Workstation Upstairs Back Office White tabletop, Black trim
LIFE F/X ASSETS EXCLUDED FROM SUBLIEN
EQUIPMENT AND ASSETS
-LOS ANGELES-
Computers: SGI
. SGI 'O2' Computer "snapper" . SGI 'Octane' Computer "tarpon"
. 180mhz R5000 Processor . 250mhz R10,000 Processor
. 448MB Ram . 1GB Ram
. 19" Monitor . 21" Monitor
. 4GB System Hard Drive . 4GB System Hard Drive
. 18GB External Hard Drive
. SGI 'Octane' Computer "jellyfish"
. SGI 'O2' Computer "manowar" . (2) 175mhz R10,000 Processor
. 180mhz R5000 Processor . 768MB Ram
. 96MB Ram . 21" Monitor
. 19" Monitor . 18GB System Hard Drive
. 4GB System Hard Drive . 18GB External Hard Drive
. SGI 'O2' Computer "stingray" . SGI 'Octane' Computer "fishandchips"
. 180 mhz R5000 Processor . (2) 195mhz R10,000 Processors
. 96MB Ram . 1GB Ram
. 4GB System Hard Drive . 21" Monitor
. 4GB System Hard Drive
. SGI 'O2' Computer "grunion1" . 9GB External Hard Drive
. 180mhz R5000 Processor . Wacom Tablet
. 288MB Ram
. 00" Xxxxxxx . XXX 'Octane' Computer "bluegill"
. 4GB System Hard Drive . (2) 195mhz R10,000 Processors
. 18GB External Hard Drive . 768MB Ram
. 00" Xxxxxxx
. XXX 'O2' Computer "grunion2" . 4GB System Hard Drive
. 180mhz R5000 Processor . 67GB External Hard Drive(s)
. 320MB Ram
. 00" Xxxxxxx . XXX 'Octane' Computer "hammerhead"
. 2GB System Hard Drive . 195mhz R10,000 Processor
. 18GB External Hard Drive . 896MB Ram
. 00" Xxxxxxx
. XXX 'O2' Computer "grunion4" . 4GB System Hard Drive
. 180mhz R5000 Processor . 67GB External Hard Drive(s)
. 288MB Ram . Wacom Tablet
. 21" Monitor
. 2GB System Hard Drive . SGI 'Origin2' Server "taniwha"
. 18GB External Hard Drive . (12) R10,000 Processors
. (8) 195mhz Processors
. SGI 'O2' Computer "minnow" . (4) 250mhz Processors
. 195mhz R10,000 Processor . 3.5GB Ram
. 576MB Ram . 9GB System Hard Drive
. 21" Monitor . 330GB External Hard Drive(s)
. 4GB System Hard Drive
Life F/X Assets Excluded
From SVB Lien
Computers: Desktop PC's
. Gateway Pentium II Laptop Computer
. External Speakers
. Xxxxxxxx Xxxxxx 000XX Xxx Xxxxx
. 00" Xxxxxxxx XXX Monitor
. SOFTWARE
. Windows 98
. Microsoft Office
. Microsoft Outlook
. X-Win 32
. Toshiba Satellite Pro Pentium Laptop Computer
. Windows 2000
. "Used as a terminal computer"
. Compaq Presario 5050; Pentium II Desktop Computer
. 00" XXX Monitor
. External Speakers
. SOFTWARE
. Microsoft Office
. Microsoft Outlook
. Compaq Presario 5147; Pentium II Desktop Computer
. 17" Compaq Monitor with built in speakers
. SOFTWARE
. Microsoft Office
. Dreamweaver 2
. Adobe Premier 5.1
. Pentium II Desktop Computer
. 21" Sony Monitor
. SOFTWARE
. Windows 98
. Microsoft Office
. Autodesk AutoCad
. Corel Photo Paint
. Norton Anti Virus
Printers
. Epson Stylus Pro XL . Hewlett Packard 45000N
. Color Inkjet Printer . Laser Printer w/duplex option
. Hewlett Packard 5N
. Laser Printer
Life F/X Assets Excluded
From SVB Lien
Other System Equipment
. DLT7 000 Tape Drive
. Quantum Model TH6BF-YF
. DTF Tape Drive
. Sony Model GY-2120
. 00" XXX Monitor
. Laptop External Monitor
. Networking Equipment
. Data Tape Stock
. (28) 75GB DST Tapes used in Archives
. (4) 25GB DST Tapes used in Archives
. (38) 42GB DTF Tapes used in Archives
. Many other tapes, both video and data, in boxed project archives
Audio/Video Equipment
. Mackie Audio Mixer
. Microphone
. BetaCam Video Camera
. (4) Tripods
. Sony TRV 900 Mini DV Video Camera
. Sony DCR VX1000 Mini DV Video Camera
. Clacker Board
. Miscellaneous Audio and Video Cables
. Panasonic 13" TV/VCR Combo
. Model PVM-1369
. Fostex Audio DAT Recorder/Playback
. Model D-15 Master Recorder
. Sierra Design Labs High Definition Digital Disk Recorder
. Model HD 1.5 w/ Advanced Audio
. Sony 17" SVGA 'Confidence' Monitor
Software/Misc. Eq.
- Los Angeles -
Software: SGI
. Alias/Wavefront Maya 2.5 Complete
. Including Artisan Plugins
. Alias/Wavefront Studio Paint
. Shake 2.0
. Matlab
. Photoshop 3.0
Software: PC
. Photoshop 5.5
. Premier 5.1
. Mathmatica
. C++ Compiler
. FORTRAN Compiler
Software: LifeF/x
. Various Proprietary Applications
. Makeshots
. CMGUI
. Tracking Software
. Model Building Software
. Various Scripts and Support Applications
Editing Systems
. Avid Media Composer 8000
. "Macintosh Based Platform"
. External lomega 100MB Zip Disk
. This item not included in original Media Composer package
. 19" Sony HR Trinitron Monitor
. Model PVM-20M4U
. This item not included in original Media Composer package
Miscellaneous LifeF/x Equipment
. Prisms and Mirrors
. For LifeF/x Capture Session
. Miscellaneous Books and Manuals
. Miscellaneous Busts and Masks
. Xxx Xxxxxx
. Xxxxxxx Xxxxxx
. Fictitious Characters
Life F/X Assets Excluded From SUB Lien
Furniture and Office Equipment
. Conference Table
. 6 Chairs
. Two piece desk set
. (1) Desk
. (1) Credenza
. Three piece desk set
. (1) Desk
. (2) Bookshelves
. Three Piece Desk Set
. (1) Desk
. (1) Bookshelf/Cabinet
. (1) Lateral File Cabinet
. (1) "L" Shaped Desk
. (1) Wrap around desk
. 4 Bookshelves
. 12 Office Chairs
. 4 File Cabinets
. Small Refrigerator
. Futon Chair/Bed
. Reclining Makeup Chair
. Used for applying tracking dots to actors
. (10) Whiteboards
. (2) Large Corkboards
. (11) Phones
Miscellaneous Items
. Espresso Machine
. Fish Tank
Life F/X Assets Excluded From SVS Lien
Proprietary Software
Los Angeles
1) Tracking software: The Life F/X tracking software consists of a suite of
software tools and utilities that track image feature in video images (the video
format can be, but is not limited to, HDTV) in order to generate time sequences
of moving three dimensional geometry. The software also includes noise filtering
and modeling software for processing and transforming the tracking data to
various formats.
2) Calibration software: the Life F/X calibration software calculates 3D-2D
camera transformation parameters between world coordinate space and the camera
image coordinate space, using data from a pre-calibrated physical target. The
software optimizes the calibration parameters based on an ensemble of random
target positions.
3) 3D Face modeling software: the Life F/X face modeling software consists of a
suit of pipelined software tools and utilities and CMGUI command files (macros)
that create (from raw tracked data) and manipulate files (including finite
element node files) which describe all geometric aspects of an individual's
face.
4) Polygonal model manipulation software: This is a suite of tools which modify
polygonal models in such ways as transformations, polygon reduction and texture
reparameterization, and change between multiple file formats.
LifeF/x Assets Excluded From
SVB Lien
List of LifeFx Shows and Tests
Finished Shorts
. The Jester
. Young at Heart
LifeF/x Tests
. The Incredible Mr. Limpet
. Brother Termite
. WETA
. Troll (Using Xxx Xxxxxx Data)
. Blue Planet
. "Jet" (Using Xxx Xxxxxx Data)
. Phantom of the Opera
. Using Xxx Xxxxxx Data
. Star Trek
. Bringing 60's Spock Back to Life
. Play With Your Food
. Mushroom Man (Using Xxx Xxxxxx Data)
. Scrawney
. Internet "Stand-in" test for Xxxxxxx Xxxxxxxxxx
. Justine
. Early LifeF/x work
Listing of Life F/X Assets to be
Excluded from SVB Liens
Internet Domain Names
. Xxxxxx.xxx
. Xxxxxxx.xxx
. Xxxxxx.xxx
. Xxxxx.xxx
. Xxxxx.xxx
. Xxxxxx.xxx
. Xxxxxxxxxxx.xxx
. Xxxxxxxxx.xxx
. X-xxxx.xxx
. Xxxxx-x.xxx
. Xxxxxxxxxx.xxx
. Xxxxxxxxxxx.xxx
. Xx0x.xxx
. X-xxxx.xxx
. Xxxxxxx-xxxxx.xxx
. Xx0x.xxx
. Xxxxxxxxxxxx.xxx
. 0x0xxx.xxx
. 0x0.xxx
. 0x0xx.xxx
. x0xx.xxx
. 0x0xxxx.xxx
. 0x0xx.xxx
. x-xxxxx.xxx
. 0x0xxxx.xxx
. 0x0xxx.xxx
. xxxx-xx.xxx
. xxxxxxx.xxx
. xxxxxxxxxxx.xxx
. xxxxxxxx.xxx
PROPRIETARY SOFTWARE TO BE EXCLUDED FROM SVB LIENS
---------------------------------------------------
announce: Script that displays software group announcements to a user.
auto_slate: Wrapper script around the slategen program. This script prompts
users for input and determines the correct slate image resolution for input
into the slategen program.
bpd: Bent Pipe Daemon. Program that allows fast bulk data transfer via the
HiPPI network. Works only among the HiPPI connected system and the OMUs.
bpdcopy: Program that uses the bpd to quickly copy images via HiPPI from one
system to another.
calib: Program that creates a look up table for the Howtek scanner. Companion
programs include histogram, wedge and wedge2lut.
cine_dump: Programs that reads in a cineon file header and prints out the
image's information like resolution, color depth, etc.
cine_load: Script that facilitates retrieving file information off a tape.
cine_view: Image program that displays cineon images.
cineon_monitor: Script that changes Matisse's monitor mode from one monitor to
two monitors, and vice versa. Matisse is the only system with dual
monitors, and is, therefore, the only one able to use the script.
deflicker: Program that removes luminense flickering from a series of images.
dst_query, dst_to310, dst_to600: scripts used to set the current status of the
DST drives.
xxxxxxx: program that finds A frames (present in a 3:2 pulldown shot) in a
series of images.
fixperms: Script used to change file permissions on the /images files systems
from "closed" or limited, to full access.
Grid: Program that creates gridded images for testing and calibrating monitors.
hcopy: Wrapper script around bpdcopy. Prompts for input from user and reports
status of HiPPI transfers.
histogram: Program that creates image histogram data.
Isshot: Script that lists sequences of frames in a succinct format.
lut_convert: Program that converts LUTs and LUT values.
Multi_tar: Prompting script that allows tape backups to be done easily and
efficiently, without a lot of knowledge of unix tape commands.
newplay: Program that loads a series of images into memory and displays them at
realtime via a HiPPI connected frame buffer.
pt_adaptord: Communication program that enables the SGIs to communicate to the
OMUs. Companion program is pt_svc_term.
pt_arch: Script that determines system type and operating system, so that the
correct version of applications will run.
pt_filter_dens: Program used to create density text files from the
densitometer, but without excess information the densitometer creates.
pt_framemem: Program that determines how much memory is free on a system and
how many images of a given size will fit into that free memory.
pt_gen_lut: Program that generates look up tables. Companion programs include
pt_gen_rec_lookup (creates recorder look up tables) and pt_gen_scan_rec_lut
(used to create scanner look up tables).
pt_genesis: Script that creates Genesis Plus scan request files.
pt_interp: Program that interpolates data. Used for OMU recorder calibration.
pt_key: Script that converts key numbers to frame count numbers.
pt_lut_installer: Program that installs a hardware lookup table. Companion
programs include pt_lut_editor and pt_lut_generator.
pt_mv_stride: Script that renumbers a series of files, using the "mv" command.
Companion programs include pt_In_stride and pt_cp_stride.
pt_omubatch: Script that prompts users for a series of record and wedge
requests to execute in sequence.
pt_operator: Program that manages recording and wedge requests, allowing
operators to easily begin, track, document and archive requests.
pt_par_umask: Program that sharpens an image using an unsharpmasking algorithm.
pt_recorder: Program that executes record requests on the OMUs.
pt_renamer: Script that easily renames a series of images.
pt_request: Program that creates requests (record or wedge) by prompting users
for information.
2
pt_resample: Program that resizes images, including crop and pad, and converts
images from one file format to another.
pt_shutdown: Program that monitors the status of the machine room, testing for
humidity, temperature and electrical status. In the event of a critical
system emergency, shuts down systems to prevent damage. Companion programs
include tempserv, rtemp, btemp, temp, rhum, hmidserv, rshut, and shutserv.
pt_squish_log: Script that compresses a Multi-tar log file and creates a new,
smaller file. Saves trees.
pt_tape_verify: Script that checks for errors in the Multi_tar output log file
and reports them to the user.
pt_ticket: Program that adds a ticket to the Digital ticket database.
pt_view: Display program that can load and display any image file format
supported by the PtGFImage library.
pt_wedger: Program that executes a wedge request on an OMU recorder, creating a
brightness and/or contrast wedge of specified values.
ptfssh: Program that provides a file system shell capable of interacting with
the OMUs. Originally designed to work with the PVS & RCI also.
RenderMinder: Script that checks the status of currently running third party
rendering jobs and reports problems via email and pager to coordination and
users.
RenderMinderKickoff: Script that allows starts of the RenderMinder script.
rlacin: Script that facilitates converting Wavefront rla files to cineon or rgb
files.
run_prod_app: Script that displays, in a separate xterm window, the status of a
recording request. Uses run_prod_app_helper, also.
sgi_sharp: Script that calls various sharpening programs to sharpen a series of
images.
slategen: Program that prints supplied text onto a supplied background image.
Used for creating shot slates.
wedge: Script that creates histrogram data on a series of images.
wedge2lut: Script that creates histrogram data on a series of images, that luts
for the Howtek and Genesis Plus.
Unknown (status or purpose): (Not completed or used):
rstat, signon, patch_gen, polysharp, test7, test8, pt_run, pt_sep_filter,
pt_sharpen, pt_wrapper, videolink, yuv_slate
3
