EXHIBIT 4.1
PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT
------------------------------------------------
THIS PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT
("Security Agreement") made as of the 31st day of December, 2002, by TWO WAY TV
(US) INC. a Delaware corporation ("Debtor"), in favor of XXXXXXX CAPITAL
MANAGEMENT, INC., as secured party and as agent ("Agent") for the additional
secured parties identified on EXHIBIT A attached hereto (collectively, with
Agent, the "Existing Secured Parties").
W I T N E S S E T H:
--------------------
WHEREAS, Debtor is indebted to the Existing Secured Parties
pursuant to certain Amended and Restated 10% Convertible Promissory Notes in the
aggregate principal amount of $1,625,000 (the "Notes").
WHEREAS, as provided in the Notes, Debtor anticipates that it
may become indebted to one or more persons or entities (herein, the "Future
Secured Parties" and, together with the Existing Secured Parties, the "Secured
Parties") in connection with additional financing of the Debtor in 2003 (the
"2003 Funding"), in an amount, if any, equal to the difference between
$2,700,000 and the sum of (i) the then-current balance of principal and interest
outstanding under all promissory notes issued pursuant to the 2002 Funding, plus
(ii) the amount of the royalty (the "Royalty") received by the Company from Two
Way TV Limited ("Two Way UK") in the approximate amount of $293,000 within the
time period prescribed in that certain Amended and Restated Termination and
License Agreement ("License Agreement") dated as of May 31, 2002 by and between
the Company and Two Way UK (such difference, if any, is referred to herein as
the "Shortfall").
WHEREAS, as set forth in the Notes, the Holder has agreed that
the Company may raise the 2003 Funding if Two Way UK does not pay the Royalty
within the time period prescribed by the License Agreement and that the
providers of the 2003 Funding may be granted a security interest in the
Company's assets on a pro rata basis with the holders of the Notes.
WHEREAS, Debtor has agreed to secure the Notes and any
indebtedness arising pursuant to the 2003 Funding, in an amount not to exceed
the Shortfall, if any, by this Security Agreement.
NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt, sufficiency
and adequacy of which are hereby acknowledged, Debtor agrees as follows:
1. CAPITALIZED TERMS. All terms capitalized but not otherwise
defined herein shall have the same meanings herein as in the Notes.
2. SECURITY AGREEMENT OF PATENTS, TRADEMARKS AND LICENSES. To
secure the complete and timely satisfaction of all of Debtor's liabilities,
debts and obligations relating to or arising under the Notes and the 2003
Funding, if any (collectively, the "Debtor's Liabilities"), Debtor hereby
grants, bargains, assigns, mortgages, pledges, sells, creates a security
interest in, transfers and conveys to Agent, for the benefit of Agent and
Secured Parties, as and by way of a first mortgage and security interest having
priority over all other security interests, with power of sale, to the extent
permitted by law or by the specific license agreements, upon the occurrence of
an "Event of Default" (as defined in the Notes) all of Debtor's right, title and
interest in and to all of its now existing and hereafter created or acquired:
(i) patents and patent applications including, without
limitation, the inventions and improvements described and claimed
therein, and those patents listed on EXHIBIT B attached hereto and
hereby made a part hereof, and (a) the reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof,
(b) all income, damages and payments now and hereafter due or payable
under or with respect thereto, including, without limitation, damages
and payments for past or future infringements thereof, (c) the right to
xxx for past, present and future infringements thereof, and (d) all
rights corresponding thereto throughout the world (all of the foregoing
patents and applications, together with the items described in clauses
(a)-(d) of this subsection 2(i), are sometimes hereinafter referred to
individually as a "Patent" and, collectively, as the "Patents");
(ii) trademarks, trademark registrations, trademark
applications, tradenames and tradestyles, service marks, service xxxx
registrations and service xxxx applications including, without
limitation, the trademarks, tradenames, service marks and applications
and registrations thereof listed on EXHIBIT C attached hereto and
hereby made a part hereof, and (a) renewals or extensions thereof, (b)
all income, damages and payments now and hereafter due or payable with
respect thereto, including, without limitation, damages and payments
for past or future infringements thereof, (c) the right to xxx for
past, present and future infringements thereof, and (d) all rights
corresponding thereto throughout the world (all of the foregoing
trademarks, tradenames and tradestyles, service marks and applications
and registrations thereof, together with the items described in clauses
(a)-(d) of this subsection 2(ii), are sometimes hereinafter referred
individually as a "Trademark" and, collectively, as "Trademarks");
(iii) all license agreements with respect to any of the
Patents or the Trademarks or any other patent, trademark, service xxxx
or any application or registration thereof or any other tradename or
tradestyle between Debtor and any other party, whether Debtor is a
licensor or licensee under any such license agreement including,
without limitation, the licenses listed on EXHIBIT D attached hereto
and hereby made a part hereof (all of the foregoing license agreements
and Debtor's rights thereunder are referred to collectively as
"Licenses"); and
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(iv) the goodwill of Debtor's business connected with and
symbolized by the Trademarks.
3. WARRANTIES AND REPRESENTATIONS. Debtor warrants and
represents to Secured Parties that:
(i) The Patents, Trademarks and Licenses have not been
adjudged invalid or unenforceable and have not been cancelled, in whole
or in part, and are presently subsisting;
(ii) Each of the Patents, Trademarks and Licenses is valid and
enforceable;
(iii) Debtor is the sole and exclusive owner of the entire and
unencumbered right, title and interest in and to each of the Patents,
Trademarks and Licenses, free and clear of any liens, charges and
encumbrances including, without limitation, licenses, shop rights and
covenants by Debtor not to xxx third persons; provided, however, that
(a) Two Way TV (UK), Ltd. ("Ltd.") has certain rights to use certain of
the Debtor's Patents, Trademarks and/or Licenses pursuant to the
License Agreement, and (b) Ltd. has certain rights to the property
licensed to Debtor pursuant to the License Agreement, and the
assignments, pledges, security interests and other grants and transfers
to Agent and Secured Parties hereunder are subject to all such rights
and interests;
(iv) Debtor has adopted, used and is currently using all of
the Trademarks;
(v) Debtor has no notice of any suits or actions commenced or
threatened with reference to the Patents, Trademarks or Licenses, other
than a pending lawsuit in Canada between Interactive Network, Inc.
(which merged into Debtor in April 2002) and NTN, in which NTN has made
certain allegations as to the invalidity of one or more of the Patents
(the "NTN Litigation"); and
(vi) Debtor has the right to execute and deliver this Security
Agreement and perform its terms.
4. RESTRICTIONS ON FUTURE AGREEMENTS. Debtor agrees that until
Debtor's Liabilities shall have been satisfied in full, Debtor shall not sell or
assign its interest in, or grant any license under, the Patents, Trademarks or
Licenses, or enter into any other agreement with respect to the Patents,
Trademarks or Licenses which is inconsistent with Debtor's obligations under
this Security Agreement, without the prior written consent of Agent, and Debtor
further agrees that it shall not take any action, or permit any action to be
taken by others subject to its control, including licensees, or fail to take any
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action (solely with respect to the Patents and the Trademarks), which would
affect the validity or enforcement of the rights transferred to Secured Parties
under this Security Agreement; provided, however, that Agent's consent shall not
be required for licenses of the Patents, Trademarks or Licenses by Debtor in the
ordinary course of Debtor's business, consistent with Debtor's prior licensing
practices.
5. NEW PATENTS, TRADEMARKS, AND LICENSES. Debtor represents
and warrants that, to the best of Debtor's knowledge, the Patents, Trademarks
and Licenses listed on EXHIBITS B, C AND D, respectively, constitute all of the
Patents, Trademarks, and Licenses now owned by Debtor. If, before Debtor's
Liabilities shall have been satisfied in full, Debtor shall (i) become aware of
any existing Patents, Trademarks or Licenses of which Debtor has not previously
informed Agent, (ii) obtain rights to any new patentable inventions, Patents,
Trademarks or Licenses, or (iii) become entitled to the benefit of any Patents,
Trademarks or Licenses or any improvement on any Patent, the provisions of this
Security Agreement above shall automatically apply thereto and Debtor shall give
to Agent prompt written notice thereof. Debtor hereby authorizes Agent to modify
this Security Agreement by amending EXHIBITS B, C AND D, as applicable, to
include any such Patents, Trademarks and Licenses.
6. ROYALTIES; TERMS. The term of the mortgages granted herein
shall extend until the earlier of (i) the expiration of each of the respective
Patents, Trademarks and Licenses assigned hereunder, or (ii) Debtor's
Liabilities have been paid in full. Upon the occurrence of an Event of Default,
Debtor agrees that the use by Secured Parties of all Patents, Trademarks and
Licenses shall be without any liability for royalties or other related charges
from Secured Parties to the Debtor.
7. GRANT OF LICENSE TO DEBTOR. Unless and until an Event of
Default shall have occurred, Agent hereby grants to Debtor the exclusive,
nontransferable right and license to use the Trademarks in the ordinary course
of its business, to exercise Secured Parties' rights under the Licenses, and to
make, have made, use and sell the inventions disclosed and claimed in the
Patents for Debtor's own benefit and account and for none other. Debtor shall
use the Trademarks only on goods of at least as high quality as the goods on
which Debtor or its predecessor used the goods prior to the date hereof. Debtor
agrees not to sell or assign its interest in, or grant any sublicense under, the
license granted to Debtor in this Section 7, without the prior written consent
of Agent; provided, however, that Agent's consent shall not be required for
licenses of the Patents, Trademarks or Licenses by Debtor in the ordinary course
of Debtor's business, consistent with Debtor's prior licensing practices. From
and after the occurrence of an Event of Default, Debtor's license with respect
to the Patents, Trademarks and Licenses set forth in this Section 7 shall
terminate forthwith, and Secured Parties shall have, in addition to all other
rights and remedies given them by this Security Agreement, those allowed by law
and the rights and remedies of a secured party under the Uniform Commercial Code
as enacted in any of the jurisdictions in which the Patents, Trademarks or
Licenses may be located.
8. AGENT'S RIGHT TO INSPECT. Agent shall have the right, at
any time and from time to time during normal business hours and prior to payment
in full of Debtor's Liabilities, to inspect Debtor's premises and to examine
Debtor's books, records and operations, including, without limitation, Debtor's
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quality control processes. Agent and Secured Parties shall maintain in
confidence all trade secret and confidential information of Debtor obtained in
any such examinations and shall execute any nondisclosure agreements reasonably
requested by Debtor in advance of any such inspection or examination. Debtor
agrees (i) to exercise its best efforts to maintain the quality of any and all
products in connection with which the Trademarks are used, consistent with the
quality of said products as of the date hereof and (ii) to provide Agent, upon
Agent's request from time to time, with a certificate of an officer of Debtor
certifying Debtor's compliance with the foregoing. Upon the occurrence of an
Event of Default, Debtor agrees that Agent, or a conservator appointed by Agent,
shall have the right to establish such additional product quality controls as
Agent, or said conservator, in its sole judgment, may deem necessary to assure
maintenance of the quality of products sold by Debtor under the Trademarks.
9. RELEASE OF SECURITY AGREEMENT. This Security Agreement is
made for collateral purposes only. Upon payment in full of Debtor's Liabilities
and termination of the Loan Agreements, Agent shall execute and deliver to
Debtor an instrument in such form as may be reasonably necessary to re-vest in
Debtor full title to the Patents, Trademarks, and Licenses, subject to any
disposition thereof which may have been made by Agent pursuant hereto.
10. EXPENSES. All expenses incurred in connection with the
performance of any of the agreements set forth herein shall be borne by Debtor.
All fees, costs and expenses, of whatever kind or nature, including reasonable
attorneys' and paralegals' fees and legal expenses, incurred by Secured Parties
in connection with the filing or recording of any documents (including all taxes
in connection therewith) in public offices, the payment or discharge of any
taxes, counsel fees, maintenance fees, encumbrances or otherwise in protecting,
maintaining or preserving the Patents, Trademarks and Licenses, or in defending
or prosecuting any actions or proceedings arising out of or related to the
Patents, Trademarks and Licenses, shall be borne by and paid by Debtor on demand
by Agent and until so paid shall be added to the principal amount of Debtor's
Liabilities and shall bear interest at the rate set forth in the Notes.
11. DUTIES OF DEBTOR. Debtor shall have the duty, to the
extent commercially reasonable, to use its best efforts (i) to prosecute
diligently any patent, trademark or service xxxx applications pending as of the
date hereof or thereafter until Debtor's Liabilities shall have been paid in
full, (ii) to make application on unpatented but patentable inventions and on
trademarks and service marks, as appropriate, (iii) to preserve and maintain all
rights in the Patents, Trademarks and Licenses, and (iv) to ensure that the
Patents, Trademarks and Licenses are and remain enforceable. Any expenses
incurred in connection with Debtor's obligations under this Section 11 shall be
borne by Debtor. Debtor shall not abandon any right to file a patent, trademark
or service xxxx application, or abandon any pending patent application, or any
other Patent, Trademark or License without the consent of Agent, except to the
extent it is not commercially reasonable not to so abandon any such right,
application, Patent, Trademark or License; provided, however, that Debtor may
abandon the NTN Litigation.
12. AGENT'S RIGHT TO XXX. After the occurrence of an Event of
Default, Agent shall have the right, but shall in no way be obligated, to bring
suit in its own name to enforce the Patents, Trademarks and Licenses and, if
Agent shall commence any such suit, Debtor shall, at the request of Agent, do
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any and all lawful acts and execute any and all proper documents required by
Agent in aid of such enforcement and Debtor shall promptly, upon demand,
reimburse and indemnify Agent for all reasonable costs and expenses incurred by
Agent in the exercise of its rights under this Section 12.
13. WAIVERS. No course of dealing between Debtor and Agent,
nor any failure to exercise, nor any delay in exercising, on the part of Agent,
any right, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or thereunder preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.
14. SEVERABILITY. The provisions of this Security Agreement
are severable, and if any clause or provision shall be held invalid and
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Security
Agreement in any jurisdiction.
15. MODIFICATION. This Security Agreement cannot be altered,
amended or modified in any way, except as specifically provided in Section 5
hereof or by a writing signed by the parties hereto.
16. CUMULATIVE REMEDIES; POWER OF ATTORNEY; EFFECT ON
FINANCING AGREEMENT. All of Agent's rights and remedies with respect to the
Patents, Trademarks and Licenses, whether established hereby or by any other
agreements or by law shall be cumulative and may be exercised singularly or
concurrently. Upon the occurrence of an Event of Default, Debtor hereby
authorizes Agent to make, constitute and appoint any officer or agent of Agent
as Agent may select, in its sole discretion, as Debtor's true and lawful
attorney-in-fact, with power to (i) endorse Debtor's name on all applications,
documents, papers and instruments necessary or desirable for Agent in the use of
the Patents, Trademarks and Licenses, or (ii) take any other actions with
respect to the Patents, Trademarks and Licenses as Agent deems to be in the best
interest of Secured Parties, or (iii) grant or issue any exclusive or
non-exclusive license under the Patents, Trademarks or Licenses to anyone, or
(iv) assign, pledge, convey or otherwise transfer title in or dispose of the
Patents, Trademarks or Licenses to anyone. Agent hereby ratifies all that such
attorney shall lawfully do or cause to be done by virtue hereof. This power of
attorney shall be irrevocable until Debtor's Liabilities shall have been paid in
full and the Security Agreement, including any amendments thereto, has been
terminated. Debtor acknowledges and agrees that this Security Agreement is not
intended to limit or restrict in any way the rights and remedies of Secured
Parties under applicable law but rather is intended to facilitate the exercise
of such rights and remedies. Secured Parties shall have, in addition to all
other rights and remedies given it by the terms of this Security Agreement, all
rights and remedies allowed by law and the rights and remedies of a secured
party under the Uniform Commercial Code as enacted in any jurisdiction in which
the Patents, Trademarks or Licenses may be located.
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17. BINDING EFFECT; BENEFITS. This Security Agreement shall be
binding upon the Debtor and its respective successors and assigns, and shall
inure to the benefit of Secured Parties, their successors, nominees and assigns.
18. GOVERNING LAW. This Security Agreement shall be governed
by and construed in accordance with the internal laws of the State of Delaware.
19. HEADINGS. Paragraph headings used herein are for
convenience only and shall not modify the provisions which they precede.
20. FURTHER ASSURANCES. Debtor agrees to execute and deliver
such further agreements, instruments and documents, and to perform such further
acts, as Agent shall reasonably request from time to time in order to carry out
the purpose of this Security Agreement and agreements set forth herein.
21. SURVIVAL OF REPRESENTATIONS. All representations and
warranties of Debtor contained in this Security Agreement shall survive the
execution and delivery of this Security Agreement.
22. SECURED PARTIES; AGENT. By their signature set forth on
Exhibit A hereto, each of the Existing Secured Parties hereby designates and
appoints Agent as their agent for all purposes hereunder, with full power and
authority to act on their behalf in accordance with the terms set forth in this
Security Agreement. Each Future Secured Party, by its contribution of funds to
the Debtor pursuant to the 2003 Funding shall be and become a Secured Party
hereunder, and accepts the Agent as its agent for all purposes hereunder, with
full power and authority to act on its behalf in accordance with the terms set
forth in this Security Agreement.
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IN WITNESS WHEREOF, Debtor has duly executed this Security
Agreement in favor of Secured Parties as of the date first written above.
ATTEST: TWO WAY TV (US) INC.
/S/ XXXXX X. XXXXX
-------------------------------
_______________________________ By: Xxxxx X. Xxxxx
Title: ________________________ Title: Chief Executive Officer
AGREED AND ACCEPTED this 31st day
of December, 2002
Xxxxxxx Capital Management, Inc., as Agent
and Secured Party
_______________________________
By: ___________________________
Title: ________________________
THIS INSTRUMENT PREPARED BY AND
AFTER FILING RETURN TO:
Xxxxx X. Xxxxxxxx, Esq.
Winthrop & Weinstine, P.A.
3000 Xxxx Xxxxxxxx Plaza
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
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ACKNOWLEDGMENT
--------------
STATE OF SAN MATEO )
--------- ) SS.
COUNTY OF SAN MATEO )
---------
The foregoing Patent, Trademark and License Security Agreement
was executed and acknowledged before me this 15th day of January, 2003, by Xxxxx
X. Xxxxx, personally known to me to be the CEO & Chairman of TWO WAY TV (US)
INC., a Delaware corporation, on behalf of such corporation, and has identified
himself by satisfactory evidence under California Law.
[Notary Seal] /s/ XXXX XXXXXXX, ATTORNEY AT LAW
-----------------------------
Notary Public
State of California, County, San Mateo
My Commission expires: 9.15.2003
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EXHIBIT A
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Secured Parties
Industricorp & Co., Inc. (FBO Twin USB Xxxxx Xxxxxxx, as Custodian FBO
City Carpenters Pension Fund) Xxxxxxx X. Xxxxxxx XXX #2
By: ____________________________ By: /S/ X.X. XXXXXXX
Its: ________________________ ---------------------
Its: Attorney-in-Fact
Esher Limited
/S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
By: ____________________________ ----------------------------------
Its: ________________________ E. Xxxxxx Xxxxxx
/S/ XXXXXX X. XXXXX /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
-------------------------------------- ----------------------------------
Xxxxxx X. Xxxxx, Trustee FBO Xxxxxx X. Xxxxxxxx Xxxxx Xxxxxx
Xxxxx U/A Dated 9/16/88
Xxxxx Family Limited Partnership MB Partnership
By: /S/ X.X. XXXXXXX By: /S/ X.X. XXXXXXX
--------------------- ---------------------
Its: Attorney-in-Fact Its: Attorney-in-Fact
/S/ X.X. XXXXXXX, ATTORNEY-IN-FACT USB Xxxxx Xxxxxxx, as Custodian FBO
---------------------------------- Xxxxxx Xxxxxxxxxx XXX
Xxxxxx X. Xxxx
By: /S/ X.X. XXXXXXX
---------------------
USB Xxxxx Xxxxxxx, as Custodian FBO Its: Attorney-in-Fact
Xxxx Xxxxxxx XXX
By: /S/ X.X. XXXXXXX Xxxxxxx Foundation
Its: Attorney-in-Fact
By: /S/ X.X. XXXXXXX
----------------
USB Xxxxx Xxxxxxx, as Custodian FBO Its: President
Xxxxxxx X. Xxxxxxx XXX #1
Xxxxxxx & Partners Inc. Profit Sharing Plan
By: /S/ X.X. XXXXXXX & Trust U/A Dated 10/19/76
Its: Attorney-in-Fact
By: /S/ X.X. XXXXXXX
----------------
Its: Trustee
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Xxxxxxx Capital Management, Inc. Profit
Sharing Plan U/A Dated 12/15/86
/S/ X.X. XXXXXXX
By: /S/ X.X. XXXXXXX ---------------------------------------
---------------- Xxxxxxx X. Xxxxxxx, Trustee FBO Xxxxxxx
Its: Trustee X. Xxxxxxx Trust U/A Dated 6/14/78
Pyramid Partners, L.P. /S/ X.X. XXXXXXX, TRUSTEE
----------------------------------
By: /S/ X.X. XXXXXXX Xxxx X. Xxxxxxxxx (Special Account)
--------------------
Its: General Partner /S/ XX XXXXXXXXXX
---------------------------------
BY X.X. XXXXXXX, ATTORNEY-IN-FACT
Xxxxxxxxxx Family Limited Partnership Xxxxxx X. Xxxxxxxxxx
By: /S/ X.X. XXXXXXX
--------------------- /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
Its: Attorney-in-Fact ----------------------------------
Xxxx X. Xxxxxx
/S/ CT XXXX BY X.X. XXXXXXX, ATTORNEY-IN-FACT Greenwood Nominees Limited
Xxxxxxxxxxx X. Xxxx
By:________________________________
___________________________________ Its: ___________________________
Xxxxxx Xxxxxxx
___________________________________ /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
U. S. Bank National Association, Trustee, Xxxxxx ----------------------------------
& Whitney Master Trust FBO Xxxxxx X. Xxx Xxxxxx Xxxx
/S/ H. XXXXX XXXXXXXXX X. X. Xxxxxxxxx, Inc. Profit Sharing Plan &
---------------------- Trust
H. Xxxxx Xxxxxxxxx
By: /S/ H. XXXXX XXXXXXXXX
___________________________________ ----------------------
Xxxxx X. Xxxxx Its: Trustee
___________________________________ /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
Xxxx Xxxxxx ------------------------------------------
Xxxxxxx X. and Xxxx X. Xxxx, joint tenants
/S/ X.X. XXXXXXX, ATTORNEY-IN-FACT /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
---------------------------------- ----------------------------------------
M. Xxxxxxxxx Xxxxxx USB Xxxxx Xxxxxxx, as Custodian FBO Xxxx
X. Xxxxx XXX
/S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
----------------------------------------- /S/ X.X. XXXXXXX, ATTORNEY-IN-FACT
USB Xxxxx Xxxxxxx, as Custodian FBO Xxxxx ----------------------------------
H. Xxxx XXX Xxxxx X. Xxxxx
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EXHIBIT B
---------
PATENTS
-------
----------------------------- ------------- ----------- -----------------------
APPLICANT SERIAL NO. COUNTRY DESCRIPTION
----------------------------- ------------- ----------- -----------------------
Lockton, Fascenda 4592546 U.S.A. Live Event Game
----------------------------- ------------- ----------- -----------------------
Lockton, Fascenda 507982 Canada Live Event Game
----------------------------- ------------- ----------- -----------------------
Interactive Network, Inc. 5083800 U.S.A. Common Game Event
----------------------------- ------------- ----------- -----------------------
Interactive Network, Inc. 2018597 Canada Common Game Event
----------------------------- ------------- ----------- -----------------------
Interactive Network, Inc. 5120076 U.S.A. Game Data Evaluation
----------------------------- ------------- ----------- -----------------------
Interactive Network, Inc. 5013038 U.S.A. Game Data Evaluation
----------------------------- ------------- ----------- -----------------------
Interactive Network, Inc. 0504267 E.P. Game Data Evaluation
----------------------------- ------------- ----------- -----------------------
APPLICATIONS PENDING
--------------------
NONE
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EXHIBIT C
---------
TRADEMARKS
----------
NONE
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EXHIBIT D
---------
LICENSES
--------
1. Amended and Restated License Agreement dated as of May 31, 2001,
between Debtor, as licensee, and Two Way TV Limited, as licensor.
2. Amended and Restated Termination and License Agreement dated as of
April __, 2002, between Debtor, as licensor, and Two Way TV Limited, as
licensee.
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