ASSET PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT
(this
"Agreement")
is
made and entered into as of February 5, 2007, by and between Xxxx Consulting,
Inc., a Nevada Corporation ("Seller"),
and
Futomic Industries, Inc., a New Jersey corporation ("Buyer").
RECITALS
WHEREAS,
Buyer
desires to purchase from Seller, and Seller desires to sell to Buyer, certain
assets, pursuant to the terms and subject to the conditions set forth
herein.
NOW
THEREFORE,
Seller
and Buyer agree as follows:
ARTICLE
I.
DEFINITIONS
1.1 Defined
Terms.
As used
herein, the terms below shall have the following meanings:
"Acquired
Assets"
shall
mean the assets of the Seller set forth on Schedule
A
hereto.
"Action"
shall
mean any action, claim, suit, arbitration, inquiry, subpoena, discovery request,
proceeding or investigation, or threat thereof, by or before any court or
grand
jury, any governmental or other regulatory or administrative agency or
commission or any arbitration tribunal.
"Affiliate"
shall
mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person and any
member, general partner, director, officer or employee of such Person. For
purposes of this definition of Affiliate, "control" shall mean the power
of one
or more Persons to direct the affairs of the Person controlled by reason
of
ownership of voting stock, contract or otherwise.
"Damages"
shall
mean any and all costs, losses, damages, liabilities, demands, claims, suits,
actions, judgments, causes of action, assessments or expenses, including
interest, penalties, fines and attorneys' fees incident thereto, incurred
in
connection with any claim for indemnification arising out of this Agreement,
and
any and all amounts paid in settlement of any such claim.
"Intellectual
Property"
shall
mean all copyrights, copyright registrations, proprietary processes, trade
secrets, license rights, specifications, technical manuals and data, drawings,
inventions, designs, patents, patent applications, mask works, tradenames,
trademarks, service marks, product information and data, know-how and
development work-in-progress, customer lists, software, business correspondence
and marketing plans and other intellectual or
"Knowledge"
shall
mean an individual shall be deemed to have "Knowledge" of a particular fact
or
other matter if such individual is actually aware of such fact or other matter
or if a prudent individual could be expected to discover or otherwise become
aware of such fact or other matter in the course of conducting a diligent and
comprehensive investigation concerning the truth or existence of such fact
or
other matter. Seller shall be deemed to have "Knowledge" of a particular fact
or
other matter if any officer or other representative of Seller has Knowledge
of
such fact or other matter.
"Person"
shall
mean any person or entity, whether an individual, trustee, corporation, general
partnership, limited partnership, trust, unincorporated organization, limited
liability company, business association, firm, joint venture, or governmental
agency or authority.
"Taxes"
shall
mean all taxes, however denominated, including any interest, penalties or other
additions to tax that may become payable in respect thereof, (i) imposed by
any
federal, territorial, state, local or foreign government or any agency or
political subdivision of any such government, for which Buyer could become
liable as successor to or transferee of the Acquired Assets or which could
become a charge against or lien on the Acquired Assets,
which
taxes shall include, without limiting the generality of the foregoing, all
sales
and use taxes, ad valorem taxes, excise taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental
taxes, real property gains taxes, transfer taxes, payroll and employee
withholding taxes, unemployment insurance contributions, social security taxes
and other governmental charges, and other obligations of the same or of a
similar nature to any of the foregoing, which are required to be paid, withheld
or collected, or (ii) any liability for amounts referred to in (i) as a result
of any obligations to indemnify another person.
ARTICLE
II.
PURCHASE
AND SALE OF ACQUIRED ASSETS
2.1 Transfer
of Acquired Assets.
Pursuant to the terms and subject to the conditions
of this Agreement, in exchange for the consideration set forth in Section
2.2 below, at the Closing, Seller shall sell, assign and deliver to Buyer,
and
Buyer shall purchase
from Seller, the Acquired Assets.
2.2 Purchase
Price/ Payment Procedure.
As
consideration for the Acquired Assets, Buyer shall tender Seller an amount
equal
to SIX HUNDRED THIRTY SIX THOUSAND ONE HUNDRED TWENTY (636,120) shares of common
stock of Buyer (the “Purchase
Price”),
payable as follows:
(a) At
the
Closing, Buyer shall deliver, or cause to be delivered, to Seller a stock
certificate representing the Purchase Price.
2.3 Assets
Excluded; Liabilities Not Assumed.
Seller
shall not sell nor Buyer purchase any assets other than the Acquired Assets
and
Buyer shall not, and shall not be required to, assume or be obligated to pay,
discharge or perform, any debts, liabilities, adverse claims or obligations
of
any kind or nature whatsoever of Seller, whether in connection with the Acquired
Assets or otherwise and whether arising before or after the consummation of
the
transactions contemplated herein, or bear any cost or charge with respect
thereto.
ARTICLE
III.
CLOSING
3.1 Closing.
The
closing of the transactions contemplated herein (the "Closing")
shall
occur on February 5, 2007, or at such other time and place as the parties may
agree (the "Closing
Date"),
provided
that all of the Closing conditions set forth in Section 3.3 hereof shall have
occurred.
3.2 Deliveries.
Together with an executed counterpart of this Agreement, the following items
shall be delivered by the parties at the Closing:
(a) By
Buyer.
Buyer
shall deliver a certificate representing the Purchase Price described in Section
2.2(a).
(b) By
Seller.
Seller
shall deliver to Buyer:
(i) one
or
more Bills of Sale, in form and substance satisfactory to Buyer and sufficient
to convey the Acquired Assets to Buyer;
(ii) and
such
other documents and instruments as are reasonably necessary to consummate the
transactions contemplated hereby.
3.3 Conditions
to Closing.
Buyer
and Seller shall not be obligated to consummate the Closing and the transactions
contemplated hereby and may terminate this Agreement without incurring any
liability unless (a) Buyer has delivered the items specified in Section 3.2(a)
and Seller has delivered the items specified in Section 3.2(b).
ARTICLE
IV.
REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller
represents and warrants to Buyer that:
4.1 Organization.
Seller
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Nevada and has full power and authority to own, lease
and
operate its properties and to carry on its business as it is now being
conducted. Seller is duly qualified or licensed as a foreign corporation to
do
business, and is in good standing, in each jurisdiction where the character
of
the properties owned, leased or operated by it or the nature of its business
makes such qualification or licensing necessary, except for failures to be
so
qualified or licensed and in good standing that would not, individually or
in
the aggregate, affect the Acquired Assets in a materially adverse
manner.
4.2 Authorization.
Seller
has all necessary power and authority and has taken all action necessary to
enter into this Agreement, to consummate the transactions contemplated hereby
and to perform its obligations hereunder. This Agreement has been duly executed
and delivered by Seller and is a valid and binding obligation of Seller,
enforceable against it in accordance with its respective terms subject to the
effect of applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting the rights of creditors generally
and limitations imposed by equitable principles, whether considered in a
proceeding at law or in equity, and the discretion of the court before which
any
proceeding therefor may be brought.
4.3 Brokers.
All
negotiations relating to this Agreement and the transactions contemplated hereby
have been conducted without the intervention of any person or entity acting
on
behalf of Seller in such a manner as to give rise to any valid claim against
Buyer for any broker's or finder's commission, fee or similar compensation
and
Seller shall indemnify Buyer and hold it harmless from any liability or expense
arising from any claim for brokerage commissions, finder's fees or other similar
compensation based on any agreement, arrangement or understanding made by or
on
behalf of Seller.
4.4 Litigation,
Proceedings and Applicable Law.
There
are no Actions, suits, investigations or proceedings, at law or in equity or
before or by any governmental authority or instrumentality or before any
arbitrator of any kind, pending or, to Seller's Knowledge, threatened (a)
against Seller which, if determined adversely against Seller, would have a
material adverse effect on Seller's or Buyer's ability to use the Property
in
the manner in which it is now being used by Seller,
or (b)
seeking to delay or enjoin the consummation of the transactions contemplated
hereby. To the Knowledge of Seller, there are no outstanding orders, decrees
or
stipulations issued by any federal, state, local or foreign, judicial or
administrative authority in any proceeding to which Seller is or was a party
relating to the Acquired Assets.
4.5 No
Conflict Or Violation.
Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby or thereby will result in (a) a
violation
of or a conflict with any provision of the Articles of Incorporation of the
By-Laws of Seller, (b) a material breach or termination of, or a material
default under, any term or provision of any contract to which Seller is a
party
or an event which, with notice, lapse of time, or both, would result in any
such
material breach, such termination or such material default, or (c) a material
violation by Seller of any Legal Requirement or an event which, with notice,
lapse of time or both, would result in such a material
violation.
4.6 Property.
(a) Seller
owns all rights to the Acquired Assets without any conflict or infringement
of
the property rights of others.
(b)
Seller
is
not in violation in any material respect of any license, sublicense or agreement
described in Schedule A.
As a
result of the execution and delivery of this Agreement or the performance of
Seller's obligations hereunder, neither Seller nor Buyer shall be in violation
in any material respect of any license, sublicense or agreement described in
such schedule.
(c) Seller
is
the sole owner of all necessary right, title and interest in and to (free and
clear of any liens, encumbrances or security interests) all non-public domain
Intellectual Property necessary to fully exploit the Acquired Assets and has
full rights to the use, sale, license or disposal thereof. Except as expressly
set forth in Schedule A, no other Person has any rights with respect to any
of
the Acquired Assets, nor is any consent or approval of any third party needed
to
fully utilize and exploit the Acquired Assets as presently
configured.
(d) No
claims
with respect to the Acquired Assets have been asserted to Seller, or, to
Seller's Knowledge, are threatened by any person, and Seller knows of no claims
(i) to the effect that Seller infringes any copyright, patent, trade secret,
or
other intellectual property right of any third party or violates any license
or
agreement with any third party, (ii) contesting the right of Seller to use,
sell, license or dispose of any of the Acquired Assets,
or (iii)
challenging the ownership, validity or effectiveness of any of the Acquired
Assets.
(e) To
the
knowledge of Seller, and except as expressly set forth in Schedule A, there
has
not been and there is not now any unauthorized use, infringement or
misappropriation of any of the Acquired Assets by any third party. Seller has
not been sued or, to Seller's Knowledge, charged as a defendant in any claim,
suit, action or proceeding that involves the Acquired Assets. Seller does not
have any liability insofar as the Acquired Assets are concerned.
(f) The
Acquired Assets are not subject to any outstanding order, judgment, decree,
stipulation or agreement restricting in any material manner the use thereof
by
Seller.
(g)
Except
as
set forth in Schedule A, no person has a license to use or the right to acquire
for use the Acquired Assets, and no agreement to which Seller is a party will
restrict Buyer from using the Acquired Assets.
4.7 Assets
Generally.
Seller
holds good and marketable title, license to or leasehold interest in all of
the
Acquired Assets and has the complete and unrestricted power and the unqualified
right to sell, assign and deliver the Acquired Assets to Buyer. Upon
consummation of the transactions contemplated by this Agreement, Buyer will
acquire good and marketable title, license or leasehold interest to the Acquired
Assets free and clear of any encumbrances and there exists no restriction on
the
use or transfer of the Acquired Assets. No Person other than Seller has any
right or interest in the Acquired Assets,
including the right to grant interests in the Acquired Assets to third
parties.
4.8 Products.
The
Acquired Assets operate in compliance with Seller's specifications for such
products.
4.9 Working
Order.
All of
the tangible Acquired Assets are, and as of the Closing Date will be, in good
condition, working order and repair, normal wear and tear excepted.
ARTICLE
V.
REPRESENTATIONS
AND WARRANTIES OF BUYER
Buyer
hereby represents and warrants to Seller as follows:
5.1 Organization
of Buyer.
Buyer
is a corporation duly organized, validly existing and in good standing under
the
laws of New Jersey and has full corporate power and authority to own, lease
and
operate its properties and to carry on its business as it is now being
conducted.
5.2 Authorization.
Buyer
has all necessary corporate power and authority and has taken all corporate
action necessary to enter into this Agreement to consummate the transactions
contemplated hereby and thereby and to perform its obligations hereunder. This
Agreement and has been duly executed and delivered by Buyer and is a valid
and
binding obligation of Buyer, enforceable against it in accordance with its
terms
subject to the effect of applicable bankruptcy, insolvency, reorganization,
moratorium, and other similar laws relating to or affecting the rights of
creditors generally and limitations imposed by equitable principles, whether
considered in a proceeding at law or in equity, and the discretion of the court
before which any proceeding therefor may be brought.
5.3 Brokers.
All
negotiations relating to this Agreement and the transactions contemplated hereby
have been conducted without the intervention of any person or entity acting
on
behalf of Buyer in such a manner as to give rise to any valid claim against
Seller for any broker's or finder's commission, fee or similar
compensation.
5.4 Consents
and Approvals.
No
consent, waiver, approval or authorization of or by, or declaration, filing
or
registration with, any governmental or regulatory authority is required to
be
made or obtained by Buyer in connection with the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
ARTICLE
VI.
CERTAIN
COVENANTS
6.1 Covenants
of Both Parties.
Buyer,
on the one hand, and Seller, on the other hand, each covenant to the other
that:
(a) Further
Assurances.
Each
party will cooperate in good faith with the other and will take all appropriate
action and execute any documents, instruments or conveyances of any kind which
may be reasonably necessary or advisable to carry out any of the transactions
contemplated hereunder. From and after the execution hereof, Seller will
promptly refer all inquiries with respect to the ownership of the Acquired
Assets to Buyer and execute such documents as Buyer may reasonably request
from
time to time to evidence transfer of the Acquired Assets to Buyer.
6.2 Seller's
Covenants.
Seller
covenants to Buyer that:
(a) Cooperation
and Transition Assistance.
Seller
shall use its best efforts to facilitate the transition of customers, customer
support services, and development, marketing and sales functions related to
the
Acquired Assets to Buyer, and shall direct any new inquiries regarding the
Acquired Assets to Buyer or its assignee.
(b) Documentation.
Seller
shall provide Buyer with full and complete documentation, both written and
computer generated, relating to any business that Seller has conducted using
the
Acquired Assets, including all correspondence and files relating to it.
ARTICLE
VII.
INDEMNIFICATION
7.1 Indemnification
by the Seller.
In the
event Seller (a) breaches or is deemed to have breached any of the
representations and warranties contained in Article IV herein, or (b) fails
to
perform or comply with any of the covenants and agreements set forth in this
Agreement, Seller shall hold harmless, indemnify and defend Buyer, and each
of
its directors, officers, shareholders, attorneys, representatives and agents,
from and against any Damages incurred or paid by Buyer to the extent such
Damages arise or result from a breach by Seller of any such representations
or
warranties or a violation of any covenant in this Agreement.
7.2 Indemnification
By Buyer.
In the
event Buyer (a) breaches or is deemed to have breached any of the
representations and warranties contained in Article V herein or (b) fails to
perform or comply with any of the covenants and agreements set forth in this
Agreement, then Buyer shall hold harmless, indemnify and defend Seller from
and
against any Damages incurred or paid by the Seller to the extent such Damages
arise or result from a breach by Buyer of any such representations and
warranties or a violation of any covenant in this Agreement.
7.3 Notification
Of Claims.
If any
party or parties (the "Indemnified
Party")
reasonably believes that it is entitled to indemnification hereunder, or
otherwise receives notice of the assertion or commencement of any third-party
claim, action, or proceeding (a "Third-Party
Claim"),
with
respect to which such other party or parties (the "Indemnifying
Party")
is
obligated to provide indemnification pursuant to Section 7.1 or 7.2 above,
the
Indemnified Party shall promptly give the Indemnifying Party written notice
of
such claim for Indemnification (an "Indemnity
Claim").
Any
claim for indemnification under this Section 7 must be brought prior to the
expiration of the survival period for the representation and warranty as set
forth in Section 8.1. The delivery of such notice of Indemnity Claim
("Claim
Notice")
shall
be a condition precedent to any liability of the Indemnifying Party for
indemnification hereunder. The Indemnifying Party shall have twenty (20) days
from the receipt of a Claim Notice (the "Notice
Period")
to
notify the Indemnified Party of whether or not the Indemnifying Party disputes
its liability to the Indemnified Party with respect to such Indemnity Claim.
7.4 Resolution
Of Claims.
(a) With
respect to any Indemnity Claim involving a Third-Party Claim, following prompt
notification of the Indemnifying Party, the Indemnified Party shall proceed
with
the defense of such Third-Party Claim. During such defense proceedings, the
Indemnified Party shall keep the Indemnifying Party informed of all material
developments and events relating to the proceedings. The Indemnifying Party
shall have a right to be present at the negotiation, defense and settlement
of
such Third-Party Claim. The Indemnified Party shall not agree to any settlement
of the Third-Party Claim without the consent of the Indemnifying Party, which
consent shall not be unreasonably withheld. Following entry of judgment or
settlement with respect to the Third-Party Claim, any dispute as to the
liability of the Indemnifying Party with respect to the Indemnity Claim shall
be
resolved as provided in Section 7.5.
(b) With
respect to any Indemnity Claim not involving a Third-Party Claim, if the
Indemnifying Party disputes its liability within the Notice Period, the
liability of the Indemnifying Party shall be resolved in accordance with Section
7.5.
(c) In
the
event that an Indemnified Party makes an Indemnity Claim in accordance with
Section 7.3 and the Indemnifying Party does not dispute its liability within
the
Notice Period, the amount of such Indemnity Claim shall be conclusively deemed
a
liability of the Indemnifying Party.
7.5 Arbitration.
All
disputes under this Agreement shall be settled by arbitration before a single
arbitrator pursuant to the commercial law rules of the American Arbitration
Association. Arbitration may be commenced at any time by any party hereto giving
written notice to each other party to a dispute that such dispute has been
referred to arbitration under this Section 7.5. The arbitrator shall be selected
by the joint agreement of the Indemnifying Party and Indemnified Party, but
if
they do not so agree within 20 days after the date of the notice referred to
above, the selection shall be made pursuant to the rules from the panels of
arbitrators maintained by such Association. Any award rendered by the arbitrator
shall be conclusive and
binding
upon the parties hereto; provided,
however,
that
any such award shall be accompanied by a written opinion of the arbitrator
giving the reasons for the award. This provision for arbitration shall be
specifically enforceable by the parties and the decision of the arbitrator
in
accordance herewith shall be final and binding without right of appeal. Each
party shall pay its own expenses of arbitration and the expenses of the
arbitrator shall be equally shared; provided,
however,
that if
in the opinion of the arbitrator any claim for indemnification or any defense
or
objection thereto was unreasonable, the arbitrator may assess, as part of his
award, all or any part of the arbitration expenses of the other party (including
reasonable attorneys' fees) and of the arbitrator against the party raising
such
unreasonable claim, defense or objection. To the extent that arbitration may
not
be legally permitted hereunder and the parties to any dispute hereunder may
not
at the time of such dispute mutually agree to submit such dispute to
arbitration, any party may commence a civil action in a court of appropriate
jurisdiction to solve disputes hereunder. Nothing contained in this Section
7.5
shall prevent the parties from settling any dispute by mutual agreement at
any
time.
7.6 Indemnification
Threshold.
Notwithstanding anything to the contrary herein, in no event shall any party
be
liable to any other party under any warranty, representation, indemnity or
covenant made by such party in this Agreement until the aggregate amount of
Damages thereunder against such party exceeds Ten Thousand Dollars ($10,000)
(the "Threshold"),
at
which point such party shall be liable for the full amount of liability for
such
claims below and above the threshold.
ARTICLE
VIII
MISCELLANEOUS
8.1 Survival
of Representations and Warranties.
The
representations, warranties and indemnities included or provided for in this
Agreement or in any agreement, schedule or certificate or other document or
instrument delivered pursuant to this Agreement will survive the Closing Date
for a period of twenty-four months. No claim may be made by any party hereto
unless written notice of the claim is given within that twenty-four month
period; provided,
however,
that
the foregoing limitation period will not apply to a breach of any
representation, warranty or covenant known to any party before the Closing
Date.
8.2 Setoff.
Buyer
may set off any amount that may be owed to it by Seller under this Agreement
against any amount otherwise payable to Seller by Buyer, but any such setoff
shall in no manner limit Seller's liability, if any, to Buyer.
8.3 Noncompetition.
Seller
shall not, at any time within the 3-year period immediately following the
Closing Date, directly or indirectly engage in any activities similar to or
competitive with the activities of Buyer. This provision shall be of no further
effect in the event of a breach by Buyer of its obligations under Sections
2.2(a).
8.4 Press
Releases and Public Announcements.
Prior
to the Closing Date, neither Buyer nor Seller (nor their respective
shareholders, officers and directors) shall issue any press
release
or make any public announcement concerning the matters set forth in this
Agreement (other than as required by applicable disclosure rules or regulations)
without the consent of the other party. Buyer and Seller will cooperate to
jointly prepare and issue any press release which may be issued to announce
the
closing of the transactions contemplated by this Agreement.
8.5 Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Buyer may, without need for any
consent or notice to Seller, assign all of its rights and obligations under
this
Agreement to any Affiliate of Buyer, and such assignment shall release Buyer
of
all of its liabilities and obligations to Seller, provided such liabilities
and
obligations are fully assumed by Buyer's assignee.
8.6 Notices.
Unless
otherwise provided herein, any notice, request, instruction or other document
to
be given hereunder by either party to the other shall be in writing and
delivered by telecopy or other facsimile (with receipt acknowledged), delivered
personally or mailed by certified mail, postage prepaid, return receipt
requested (such mailed notice to be effective on the date such receipt is
acknowledged or refused), to the addresses of the parties appearing below,
or to
such other place and with such other copies as either party may designate as
to
itself by written notice to the other.
If
to the
Buyer, to:
|
Futomic
Industries, Inc.
|
|
|
00000
Xxxxxx Xx., Xxxxx 000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Attention:
Xxxx Xxxxx
|
|
|
Facsimile:
(000) 000-0000
|
If
to the
Seller, to:
|
Xxxx
Consulting, Inc.
|
|
0000
Xxxxxxx Xxxxx
|
|
Xxx
Xxxxxxxx, XX 00000
|
|
Attention:
Xxxxx Xxxx
|
|
Facsimile:
000-000-0000
|
8.7 Choice
of Law.
This
Agreement shall be governed under and construed in accordance with the laws
of
the State of Nevada without regard to its choice of law principles. For purposes
of any dispute or controversy arising under this Agreement or the transactions
contemplated hereby, the parties mutually consent to the exclusive jurisdiction
of the state and federal courts sited within the State of Nevada.
8.8 Entire
Agreement; Amendments And Waivers.
This
Agreement, together with all exhibits and schedules hereto, constitute the
entire agreement among the parties pertaining to the subject matter hereof
and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. No supplement, modification or waiver
of this
Agreement
shall be binding unless executed in writing by the party to be bound thereby.
No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.
8.9 Multiple
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. Facsimile signature pages shall be considered
originals.
8.10 Titles.
The
titles, captions or headings of the Articles and Sections herein are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed on their
respective behalf, by their respective officers thereunto duly authorized,
in
multiple originals, all as of the day and year first above written.
SELLER:
XXXX
CONSULTING, INC.
By:
/s/ Xxxxx Xxxx
Name:
Xxxxx Xxxx
Title:
President
BUYER:
FUTOMIC
INDUSTRIES, INC.
By: /s/
Xxxxx Xxxx
Name:
Xxxxx Xxxx
Title: President
Schedule
A
(Acquired
Assets)
CISCO
PURCHASES
2
x
WS-C2950G-12 Catalyst 2950 12 port 10/100BTX W/2-GBICSLOTS ENH IMAGE -MF IN
H
SWITCHES.
SERIAL
SFHK0649W14H SFH0649W14K.
1
x
WS-C3550-24-EMI
24-10/100 BTX & 2 GBIC PORTS ENHANCED MULTILAYER SW IMAGE
SERIAL
SCHK0648W05Q
2
x
PIX-515E-UR-BUN PIX 515E FIREWALL BUNDLES (CHASSIS UNRESTRICTED SW 2 FE)
SERIAL
S88806504961 S8880504964
2
x
PIX-515E-FOBUN2 PIX 515E FIREWALL BUNDLES (CHASSIS FAILOVER SW 2 FE PORTS)
SERIAL
S88806505749 S88806506750
1
x CISCO
IDS-4230-FE 4230 SENSOR CHASSIS S/W TWO 10/100 PORTS UP TO 45MBPS
SERIAL
22280181811
3
X CISCO
HIDS-WEB-WIN -K9= WINDOWS WEB AGENT PROTECTS OS LICENSE ONLY
1
XXXXX-0.0-XX XX-X0 VMS 2.1 WIN 20 DEVICE RESTRICTED HIDS 3DESSW
SERVER
HARDWARE
7
x IBM
86864RX X SERIES 350 XEON MP-1.4G 512KB 1GB RACK OPEN BAY
SERIAL
NUMBERS
7
x IBM
19K4638 XEON MP-1.4 G 412KB CACHE FOR XSERIES 360 TYPE 8686
14
x IBM
33L3283 512 MB PC1600 ECC DDR XSERIES 255 8685 360 8686
7
x IBM
06P5740 SERVERAID 4LX 1CH PCI TO ULTRA 160 SCSI W/32MB CACHE
21
x
06P5755 36.4GB U160SCSI HD 10K RPM HOT-SWAP SL
KVM
SWITCH
1
x
XXXXX.LITE X000-000 XXX SWITCH CONSOLE
S/N
9529ACPCB587950132 BOARD I.D. 0A0801A0433263B4
FIRMWARE
V 04.01.00 BUILD 3191 STANDARD EDITION REV. OE
7
x 6 FT
CABLE FOR B050-000
TAPE
BACKUP
1
x IBM
4560SLX 4560 MODULAR TAPE LIBRARY BASE UNIT 0DR/0SLOT RACK
1
x IBM
59P6658 4560 MODULAR TAPE LIBRARY 100/200GB XXX XXXXX XXXXXXX
00
x
MAXELL 183800 100GB XXX-0 XXXXXXX 0XX
0
x
XXXXXX 000000 0XX XXX UNIVERSAL CLEAN CART REQUIRES CORRECT
FIRMWARE
1
x IBM
59P6659 LTO CARTRIDGE MAGAZINE
TAPE
BACKUP SOFTWARE
7
x CA
BRIGHTSTOR ARCSERVE V9 WIN BACKUP ED
ANTI-VIRUS
SOFTWARE
20
SYMANTEC VALUE LICENSING 10022488 SAV ENT 8.5 10-24U
1
x
SYMANTEC 10024206 SAV ENTERPRISE EDITION 8.5 MEDIA PACK
W2K
SERVER SOFTWARE
7
x
MICROSOFT C-10-00165 WINDOWS ADV SERVER 2K VOL-6.0 30PTS
50
x
MICROSOFT C78-00205 WINDOWS 2K SERVER VOL CAL 1 PT
1
x
MICROSOFT C81-00047 WINDOWS TERMINAL SERVICES 2K INTCON VOL-5.0 30
PTS
SQL
2K SOFTWARE
2
x
MICROSOFT 810-00846 SQL SERVER 2K ENT VOL-5.01 1-PROC LIC 125 PTS
1
x
MICROSOFT 810-00851 WWF SQL SERVER 2K ENT DISK KIT
EXCHANGE
2K SERVER SOFTWARE
1
x
MICROSOFT 312-01423 EXCHANGE SERVER 2K VOL 15PTS
50
x
MICROSOFT 381-01417 EXCHANGE 2K VOL CAL 1PT
1
x
MICROSOFT 312-01320 WWF EXCHANGE SERVER 2K FOR W2K DISK KIT
5194-25T
IBM NAS BOX
1IBM
5194-25T-0000 IBM 5195 NAS Model 25T includes (3) 73.4GB HDD
1IBM
5194-25T-0114 Power Cord 110v
1IBM
5194-25T-0300 512MB Memory Upgrade
6IBM
5194-25T-3125 146.8GB 10K U160 Hot Swap
1IBM
5194-25T-3225 2nd Processor Upgrade
2IBM
5194-25T-3305 10/100/1000 Accel Enet Adpt
1IBM
5194-25T-3602 Model 25T Rack Mount
1IBM
5194-25T-3902 PCI ServerAID 4H Adpt
1IBM
5194-25T-4000 Code Preload
