Exhibit 10.5
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made September 17, 1997
BETWEEN:
ON-LINE FILM SERVICES INC., a company having an office at Xxxxx 000, 0000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 ("Vendor")
AND:
PURCHASER, Businessman, of the City of Vancouver, British Columbia
("Purchaser")
WHEREAS Vendor has developed and/or acquired, and is the owner of, all
rights, title and interest in the Work as hereinafter defined;
AND WHEREAS Purchaser desires to purchase an ownership interest in the Work
in order to exploit it and generate profits from such exploitation.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
representations and covenants herein, the parties agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following terms shall have the following meanings:
"Affiliate" has the meaning ascribed thereto by the Canada Business Corporations
Act.
"Xxxx of Sale" means the xxxx of sale of the Purchased Work to be delivered at
Closing to Purchaser, as set out in Schedule "C".
"Closing" means the completion of the purchase and sale of the Purchased Work
contemplated herein.
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"Closing Date" means the date hereof, or such later date as agreed upon by the
parties.
"Derivative" means software derived in any manner in whole or in part from the
Program, and any Program improvements, enhancements, modifications or updates
thereto.
"Distribution Agreement" means the agreement entered into between Distributor
and Purchaser as of the Closing Date, appointing Distributor as the exclusive
distributor of copies of the Products.
"Distribution Territory" means the territory throughout which Distributor has
been appointed the exclusive distributor of Products pursuant to the
Distribution Agreement.
"Distributor" means On-Line Distributing Inc., a corporation formed pursuant to
the laws of British Columbia, all of the issued and outstanding shares of which
are beneficially owned by Vendor.
"External Valuation" means the Program valuation prepared for Purchaser by emc
partners of 000 Xxxxxxxx Xxx., Xxxxxxx, Xxxxxxx X0X 0X0.
"Field of Use" means the particular applications and fields of use of the
Program with respect to which Purchaser is purchasing the Work, as described in
Schedule 11 B ".
"Guarantee" shall have the same meaning as that term is defined in the
Distribution Agreement.
"Ownership Territory" means the territory described in Schedule "D" throughout
which Purchaser has acquired ownership of the Purchased Work.
"Person" means any person, corporation or partnership.
"Products" means copies of the Program sold by, and supplied by or on behalf of,
Purchaser to Distributor under the Distribution Agreement for sale by
Distributor, directly or through sub-distributors, to end-users.
"Program" means the computer application software described in Schedule "A",
exclusive of that third party software or property incorporated in the Program
listed in Schedule "E".
"Program Design Specifications" means those Program specifications and technical
information which enable any person reasonably skilled in software
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design, analysis or programming to maintain, support and further develop the
Program.
"Purchase Price" means the price which Purchaser shall pay to Vendor at Closing,
subject to the terms and conditions hereof, to purchase the Purchased Work.
"Purchased Work" means the Vendor's entire beneficial and legal interest in the
Work for the Field of Use throughout the Ownership Territory.
"Security" shall mean the Securities Pledge Agreement made between the Vendor
and the Purchaser, together with such other agreements or acknowledgements as
may be agreed between the parties prior to Closing.
"Source Code" means the human readable, high level language version of the
Program capable, upon compilation, of being translated into machine executable
object code.
"Work " means:
(a) the Program, and all its Derivatives;
(b) all trade-secrets, know-how, patents and copyrights in the Program, and all
intellectual property registrations and applications relating to the
Program and all its Derivatives;
(c) all Program Design Specifications, Source Code, user manuals and training
and marketing materials in support of the Program and all its Derivatives;
(d) Vendor's business plan for the development, marketing, distribution and
exploitation of the Program and all its Derivatives to earn income; and
(e) all rights with respect to the development, licensing, sale, support,
maintenance, distribution, supply or exploitation of the Program and all
its Derivatives.
2. WARRANTY OF OWNERSHIP
2.1 Vendor represents and warrants that;
(a) it is the sole legal and beneficial owner of, and has good and marketable
title to, the Purchased Work including, without
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limitation, any and all copyright, know-how, trade secrets and patents
relating to the Program, free and clear of all liens, charges and
encumbrances, excluding that third party software or property incorporated
in the Program listed in Schedule "E";
(b) the Program has been acquired or developed by or on behalf of Vendor;
(c) to its knowledge, the Purchased Work does not and will not infringe upon or
violate any intellectual property right of any person;
(d) to its knowledge there are no claims made or actions pending or threatened
regarding the ownership of, or infringement of any third party rights by
the Purchased Work; any third party software incorporated into or used in
connection with the Purchased Work by Vendor is licensed to Vendor at no
additional cost to the Purchaser; and
(f) to its knowledge, after reasonable unit and integration testing, there are
no material programming errors or defects in the Program and in the event
that any programming errors or defects are discovered in the Program or any
Derivative, Vendor will forthwith correct all such programming errors or
defects.
3. SALE AND PURCHASE
3.1 Vendor agrees to sell, convey, assign and transfer to Purchaser, and
Purchaser agrees to buy, the Purchased Work at Closing, for the full
Purchase Price of $xxx,xxx.
4. PAYMENT OF PURCHASE PRICE
4.1 Purchaser agrees to make payment of the total Purchase Price to Vendor on
the Closing Date by certified cheque. It is the intention of the parties
that the Purchase Price shall be paid to Vendor in accordance with the
provisions of this Agreement on the Closing Date, and that no funds be
retained in escrow pending the completion of any registrations or post
Closing Date obligations, provided that all closing documents shall have
been delivered by Vendor on or before Closing as required by this
Agreement.
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5 TAXES
5.1 Purchaser shall be responsible for and shall pay all sales, ad valorem and
excise tax, including goods and services tax and British Columbia social
services tax, payable with respect to the purchase of the Purchased Work.
Vendor agrees to co-operate with Purchaser in facilitating its applications
for waivers, exemptions and input tax credits with respect to such
payments.
6 VALUATION REPRESENTATIONS
6.1 Purchaser acknowledges that Vendor has assisted in providing information
for the External Valuation and that Purchaser has received the External
Valuation, which appraises the value of the Work as it applies to the Field
of Use in North America at not less than $5,400,000, and on which External
Valuation Purchaser has relied in part in agreeing to enter into this
Agreement.
6.2 Vendor represents and warrants that to the best of its knowledge, as of the
Closing Date:
(a) no data or information provided by it for the External Valuation contains
any material error, and
(b) Vendor has no information or reason to believe that any assumption used in
the preparation of the External Valuation is not reasonable or accurate in
all material respects.
7 PROGRAM MAINTENANCE
7.1 Throughout the term of the Distribution Agreement, Vendor shall maintain,
enhance and update the Program at Vendor's own expense and shall forward to
Purchaser copies of the updated Source Code and Program Design
Specifications from time to time as Derivatives are produced.
8 PRE-CLOSING CONDITIONS
8.1 It is a condition precedent to Purchaser's obligation to complete the
purchase contemplated herein that Vendor shall have, prior to the Closing
Date:
(a) allowed Purchaser to review all existing certificates of registration and
documents of title, if any, with respect to the Program;
(b) allowed Purchaser to review the Program's operation and use;
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(c) maintained the Work in the ordinary course of business as would reasonably
be expected of a careful and prudent owner, and shall not have entered into
any agreement affecting any rights or interest in the Purchased Work other
than in the ordinary course of business without Purchaser's prior written
consent;
(d) maintained all registrations and applications for intellectual property
protection for the Program, if any, in good standing; and
(e) provided to Purchaser a copy of the Vendor's business plan with respect to
the Program; and that Purchaser shall be satisfied with respect thereto.
8.2 It is a condition precedent to Purchaser's obligation to complete the
purchase contemplated herein that Purchaser shall, prior to the Closing
Date, have obtained the External Valuation and be satisfied with respect
thereto and with respect to the viability of the Vendor's operations and
business plan as related to the Work.
8.3 It is a condition precedent to Closing that the Distribution Agreement and
the Guarantee and Security relating thereto shall have been executed and
delivered by the parties thereto.
9 TRANSFER OF TITLE AND POSSESSION
9.1 Vendor acknowledges and agrees that on Closing, Vendor shall deliver to
Purchaser the executed Xxxx of Sale and shall assign and convey to
Purchaser free and clear of all liens, charges and encumbrances, and
Purchaser shall thereupon acquire and own all rights, title and interest
existing in and to the Purchased Work. Vendor covenants that it shall not
thereafter, directly or indirectly, contest such ownership in any manner
whatsoever, or apply for any form of intellectual property protection
relating to the Purchased Work in the Ownership Territory without notice to
and written consent of Purchaser.
9.2 The Purchaser hereby directs the Vendor to and the Vendor hereby agrees to
make delivery to the Purchaser of possession of the Purchased Work in
Alberta as follows:
Purchaser
x/x XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000 - Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
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10 INTELLECTUAL PROPERTY RIGHTS
10.1 Vendor represents, warrants and acknowledges that any and all of the trade
secrets, copyrights, patents and other intellectual property rights
applying to or incorporated in the Purchased Work shall, upon the Closing,
vest in and become the sole property of Purchaser in the Ownership
Territory except as may result from any incapacity of Purchaser; and Vendor
shall not, directly or indirectly, at any time after the Closing in any way
dispute any such rights.
10.2 In the event that Derivatives are created or developed after the Closing
Date during the term of the Distribution Agreement, Vendor acknowledges and
agrees that the same shall, to the extent that they apply to the Purchased
Work, be deemed to be part of the Program and shall belong to Purchaser.
10.3 Vendor shall after the Closing Date not develop or distribute for itself or
for any third party, or permit any Affiliate to so develop or distribute,
any software which incorporates the Purchased Work, except pursuant to the
terms of the Distribution Agreement or any other agreement to which
Purchaser is a party.
10.4 Purchaser acknowledges that it is acquiring only the Purchased Work and
that Vendor or certain third parties shall own and have the right to
exploit the Work outside the Field of Use and also outside the Ownership
Territory without infringing Purchaser's rights hereunder.
11 REPRESENTATIONS AND WARRANTIES
11.1 Vendor represents and warrants that:
(a) it has all requisite authority, right and power to enter into this
Agreement;
(b) it has requisite shareholder and director approval to enter into this
Agreement;
(c) it is a valid and subsisting corporation duly incorporated and in good
standing under the laws of the jurisdiction in which it was
incorporated, continued or amalgamated;
(d) it is duly registered and licensed to carry on business in the
jurisdictions in which it carries on business or owns property;
(e) it is not insolvent, bankrupt or in receivership and there are no
bankruptcy proceedings threatened, pending or instituted against it;
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(f) to the best of its knowledge, there are no judgements outstanding or
litigation pending, actual or threatened, against it;
(g) its entering into this Agreement does not and will not constitute a
breach of any of its obligations
(h) under any other agreement to which it is a party; it has no
information or reason to believe that copyright will not subsist in
the Program and in the items described in paragraph (c) of the
definition of Work hereinabove or in the Derivatives with the
Purchaser following the Closing, and the Vendor will do nothing to
place such rights in the public domain;
(i) neither it nor any third party has any pending registrations or
applications for any intellectual property rights in the Purchased
Work, except as disclosed in writing to Purchaser; any moral rights
which Vendor may have to the Purchased Work are hereby waived;
(k) the only products or proprietary information, including software,
owned by any third party that have been incorporated into the
Purchased Work are as set forth in Schedule "E" hereto and all
necessary consents or licences to or for the use of any products,
proprietary information or software incorporated into the Purchased
Work by Vendor have been obtained by Vendor and shall be provided to
Purchaser at no additional cost to Purchaser;
(1) Schedule"A" sets out a description of the Program, complete in all
material respects;
(m) it has used and will until the Closing Date continue to use
commercially reasonable efforts to keep the Purchased Work current and
marketable;
(n) no ownership interest in the Purchased Work has been sold,
transferred, assigned or optioned to any third party;
(o) it has received no notice of any infringement or piracy of the
Purchased Work by any third party;
(p) it is not a party to any non-competition agreement with respect to the
Purchased Work;
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(q) the Purchased Work trade secrets and its Source Code have not been
disclosed to any person except on a confidential basis in Vendor's
normal course of business;
(r) it has no information or reason to believe that any data or
information provided by it for the External Valuation contains
material errors;
(s) it has no information or reason to believe that any assumptions used
in the preparation of the'External Valuation are not reasonable or
accurate in all material respects; and
(t) the Vendor has received the written unrestricted waiver of all moral
rights which any other person may have in respect of the Purchased
Work.
11.2 Nothing in this Agreement shall be construed as a representation or
warranty by Vendor as to the scope of any patent rights for the Program.
Except as expressly provided in this Section 11 and in Sections 2, 6, 7 and
10 hereof, there are no representations or warranties given by or on behalf
of Vendor of any kind, express or implied. No oral or written information
provided by Vendor or anyone on its behalf shall create any representation
or warranty in addition to, or shall in any way increase the express
representations and warranties contained in, Sections 2, 6, 7, 10 and 11
hereof. Neither Vendor nor its officers, directors, shareholders,
employees, attorneys, accountants or agents are providing any legal,
accounting or tax advice to Purchaser or anyone claiming through Purchaser,
and Purchaser is obtaining Purchaser's own independent advice on all such
matters.
11.3 Purchaser represents and warrants that:
(a) he has all requisite capacity, authority, right and power to enter into
this Agreement;
(b) he is not insolvent, bankrupt or in receivership and there are no
bankruptcy proceedings threatened, pending or instituted against him;
(c) to the best of his knowledge, there are no juftements outstanding or
litigation pending, actual or threatened, against him;
(d) his entering into this Agreement does not and will not constitute a breach
of any of his obligations under any other agreement to which he is a party;
and
(e) he is acquiring the Purchased Work as principal.
11.4 All of the covenants, representations and warranties of the Vendor and the
Purchaser under this Agreement shall survive the completion of the
transactions contemplated in this Agreement and the sale, conveyance,
assignment and transfer of the Purchased Work by the Vendor to the
Purchaser.
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12 INDEMNITY
12.1 Vendor shall indemnify the Purchaser for all costs and damages incurred by
the Purchaser pursuant to any action or claims by any Person for
infringement of such Person's rights which action or claim is based upon
the purchase or exploitation of the Purchased Work by the Purchaser.
12.2 Purchaser shall indemnify and reimburse Vendor for any payments Vendor is
required to make on account of any sales tax which may be determined to be
payable hereunder in circumstances where Purchaser fails to remit such
payments where they are determined to be due and payable.
13 POST CLOSING OBLIGATIONS
13.1 After the Closing, Vendor shall not, directly or through a third
party-,-develop or distribute in the Ownership Territory for the Field of
Use any software which incorporates any of the Purchased Work, except as
permitted by any other agreement between the parties hereto or between the
Purchaser and the Distributor.
13.2 The Vendor shall not market in any manner, develop or sell any products
which are competitive with the Product in the Ownership Territory for the
Field of Use during the term of the Distribution Agreement, as may be
extended pursuant to its terms.
13.3 Each of the parties shall, as and when requested by the other, promptly
execute and deliver such further and other assurances and do or cause to be
done all such acts and things as may be reasonably necessary to implement
and give effect to the provisions of this Agreement.
14 ASSIGNMENT
14.1 Vendor may not assign this Agreement or any of its interests herein without
the written consent of Purchaser, such consent not to be unreasonably
withheld; provided, however, that any amalgamation, other than one which
does not result in a change of control of the Vendor, shall be considered
an assignment for the purposes of this Section 14.1.
15 NOTICE
15.1 Unless otherwise expressly provided in this Agreement, any notice, request,
direction, consent, waiver, extension, agreement or other communication
that is or may be given or made hereunder shall be in writing and either
personally delivered to the addressee or to a responsible officer of the
addressee or sent by
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courier or facsimile transmission. The parties hereto may change their
respective address for notice given in the manner aforesaid. Any notice
given by facsimile transmission shall be deemed to have been received on
the next business day after transmission. Any notice given by personal
delivery shall be deemed to have been received on the business day on which
it is delivered and left with the recipient or a responsible officer of the
recipient at the recipient's address for notice.
16 GOVERNING LAW
16.1 This Agreement shall be governed by and interpreted in accordance with the
laws of British Columbia without regard to conflict of laws provisions, and
nonexclusive venue for any action or proceeding shall be in Vancouver. The
parties hereto agree to be subject to the non-exclusive jurisdiction of
such British Columbia courts as to the enforcement of the provisions of
this Agreement. The prevailing party in any action brought to enforce the
provisions of this Agreement shall be entitled to recover its reasonable
attorneys fees and costs.
17 CURRENCY
17.1 Any dollar amounts noted herein are represented in Canadian currency.
18 SUCCESSORS AND ASSIGNS
18.1 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
other legal representatives, successors and permitted assigns.
19 SEVERABILITY
19.1 Each provision of this Agreement is intended to be severable, and if any
provision hereof is found by a court of competent authority to be illegal
or invalid, such illegality or invalidity shall not effect the validity of
the remainder of this Agreement.
20 TIME OF THE ESSENCE
20.1 Time shall be of the essence in this Agreement.
21 WAIVER
21.1 No waiver of any provision of this Agreement shall constitute a waiver of
any other provision nor shall any waiver of any provision of this Agreement
constitute a continuing waiver unless otherwise expressly provided.
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22 ENTIRE AGREEMENT
22.1 This Agreement sets forth all. of the representations, promises, agreements
and understandings among the parties hereto with respect to the purchase
and sale of the Work, and there are no representations, promises,
agreements or understandings, oral or written express or implied, other
than as set forth, referred to, or incorporated herein.
23 EXECUTION
23.1 This Agreement may be executed in counterparts and delivered by facsimile
copy by any of the parties. Each executed counterpart shall. be deemed to
be an original and such counterparts shall together constitute one and the
same agreement.
Purchaser: Vendor:
ON-LINE FTLM SERVICES INC.
------------------------
Per:
----------------------
Date: September 17, 1997 Authorized Signatory
Date: September 17, 1997
SCHEDULES
A. Program Description
B. Field of Use
C. Xxxx of Sale
D. Ownership Territory
E. Third Party Property Incorporated in the Work
SCHEDULE"A"
PROGRAM DESCRIPTION
The MailCard is an applications software computer program. It consists of
copyrightable sequences of computer instructions that enable its customers to
effectively access their personal mailboxes by way of an application program
that resides on a floppy disk, thereby allowing the user to access his or her
e-mail from any location with a PC or Windows PC computer and a modem and ISP.
The Program is an integrated and sophisticated product that focuses on providing
e-mail services to a wide range of users, including those who do not own a
computer or have ISP service. The Program may be customized to accommodate niche
markets. The Program is capable of running from either a floppy disk or a hard
drive. It is self contained and self running, having configuration information
(ie. in the "ini" files) stored within the application to allow it to be moved
easily between computers. The Program consists of approximately 15,000 lines of
Pascal computer code.
SCHEDULE"B",
FIELD OF USE
The Field of Use is:
1. MailCard use by individuals and companies in the TV and motion picture
industry worldwide;
2. MailCard use by individuals and companies in the trucking industry
worldwide;
3. MailCard use by individuals and companies that are clients of companies in
the financial services industry worldwide;
4. MailCard use by individuals and companies that are customers of companies
in the convenience store and chain retail store industry worldwide;
5. MailCard use by individuals and companies in the field of education,
including schools and universities, worldwide; and
6. MailCard use by members of the general public for general non-industry
specific uses, accessing e-mail through public access facilities to be
found at financial institutions, conveniences stores, chain retain stores,
markets, gas stations, restaurants, cyber cafes, etc.
7. MailCard use provided by large and medium size corporations for their
employees, customers or clients.
SCHEDULE "C"
XXXX OF SALE
THIS INDENTURE is made September 17, 1997.
BETWEEN:
(the " Vendor")
and
(the "Purchaser")
WHEREAS pursuant to Asset Purchase Agreement made September 17, 1997 (the
"Asset Purchase Agreement)" between the Vendor and the Purchaser, it was agreed
that the Vendor shall sell and the Purchaser shall purchase the assets described
in the Asset Purchase Agreement;
AND WHEREAS this Xxxx of Sale is made pursuant to the provisions of the
Asset Purchase Agreement;
AND WHEREAS it is intended that all capitalized terms used herein, unless
otherwise defined, shall have the meaning ascribed thereto in the Asset Purchase
Agreement;
NOW THIS INDENTURE WITNESSES that in consideration of the Purchaser having
entered into the Asset Purchase Agreement and having performed his obligations
thereunder, the Vendor hereby sells, assigns, transfers and sets over unto the
Purchaser, his successors and assigns, all of its interest in the Purchased
Work, as defined in the Asset Purchase Agreement, present or future, vested or
contingent, free and clear of all liens and encumbrances including, without
limiting the generality of the foregoing, all copies of the Program, relating to
the Ownership Territory, owned by and in the possession of the Vendor, whether
in source code, object code or otherwise and whether in written form, or
recorded on disc or other media.
The Vendor hereby covenants, promises and agrees with the Purchaser to make
delivery to the Purchaser of the Purchased Work in Alberta as follows:
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Purchaser
x/x XxXxxxxx Xxxxxxxx
Xxxxx 0000, 421 - Seven Avenue S.W.
Calgary, Alberta, UP 4K9
The Vendor hereby covenants, promises and agrees with the Purchaser that
the Vendor is now rightfully possessed of and has the right to sell, assign and
transfer the Purchased Work to the Purchaser, his successors and assigns,
according to the true intent and meaning of these presents, and that the
Purchaser shall after the execution and delivery hereof have possession of, and
may from time to time at all times hereafter peaceably and quietly have, hold,
possess and use the same and every part thereof in the Ownership Territory, to
and for his own use and benefit and his licensees, without any manner of
hindrance, interruption, claim or demand whatsoever of, from or by the Vendor.
The Vendor covenants and agrees with the Purchaser, his successors and
assigns, that it will from time to time and at all times hereafter, upon every
reasonable request of and at the expense of the Purchaser, his successors and
assigns, make, do and execute, or cause to be made, done or executed all such
further acts, deeds, instruments or assurances as may be reasonably required by
the Purchaser, his successors and assigns, for more effectually and completely
vesting in the Purchaser, his successors and assigns, the assets hereby sold,
assigned and transferred, or for the purpose of registration or otherwise in the
Ownership Territory.
IN WITNESS WHERE this Indenture has been executed by an authorized
representative of the Vendor as of the day and year first above written.
ON-LINE FILM SERVICES INC.
Per:
----------------------
Authorized Signatory
SCHEDULE"D"
OWNERSHIP TERRITORY
Canada: Quebec.
USA: North Dakota, South Dakota, Nebraska, Minnesota, Iowa,
Wisconsin, Michigan, Montana, Ohio, Illinois, Indiana,
Nevada, Arizona, Utah, Wyoming, Colorado, New Mexico,
Oregon, Idaho, Washington, Alaska and Hawaii.
Australasia
SCHEDULE"E",
THIRD PARTY PROPERTY
INCORPORATED IN THE WORK
Programming Environment
Delphi 1.0 - Registered
Author: Borland
Purpose: Object Pascal language compiler.
Source: London Drugs
Contact: xxx.xxxxxxx.xxx
Registered and Paid August 1, 1997
Third Party Shareware Components
Internet Mail Suite - Registered and Paid August 1997
Author: Argo Software
Purpose: POP3 and SMTP protocol for communications with POP3 & SMTP
servers. Used when sending and retrieving email messages.
Source: xxx.xxxxxxxx.xxx
Third Party Freeware Components
Custom Copy Control 1.0 - (TCCopyDIgBox)
Author: Arnt Xxxx
Purpose: Copies files. Used when running the Pocket MailCard to copy
MailCard and MailCard Help to temporary files on a hard disk.
Used when installing MailCard onto a hard drive and when
transferring messages from Pocket MailCard In and Out Boxes to
Desktop MailCard In and Out Boxes.
Contact: bm4@classic. min. uni-deidelberg. de
No fee applicable (Freeware)
TExec
Author: Xxxx Xxxxxx
Purpose: Starts programs. When running the Pocket MailCard, TExec is used
when executing the temporary MailCard.exe on the hard disk.
Source: xxx.xxxxx.xxx/xxx/xxxxxx - Delphi 1.0 Freeware InVisible
Components Section
No fee applicable (Freeware)
TExplorerButton Freeware Version 2.6 - (TOfficeButton)
Author: Xxxxxxx XXXXXXX
Purpose: Push button ob ect used within the ToolBar and Address Book Trash
buttons.
Source: www. tornado. be/ - fdev/ - Delphi 1. 0 & 2. 0 Freeware Section
No fee applicable (Freeware)
Aligrid (TStringAlignGrid 1.4)
Author: Andreas 116orstemeier
Purpose: Aligns text fields within a single row. Used when defining Mail
In and Mail Out box line item rows.
Source: xxx.xxxxx.xxx/xxx/xxxxxx - Delphi 1.0 Freeware Improved
Components Section
No fee applicable (Freeware)
DTools - (TNeatoMeter)
Author: Xxx Xxxxxx
Purpose: Progress meter display bar used when displaying the status of
messages being sent and retrieved.
No fee applicable (Freeware)
Miniawk - (TAwkParser)
Author: Xxx Xxxxxx
Purpose: String parser to read and convert user-inputted comma-separated
text strings into arrays. Used in the process of converting
Address lists into separate addresses in an outgoing email
message.
Source: xxx.xxxxx.xxx/xxx/xxxxxx - Delphi 1.0 Freeware, Miscellaneous
Components Section
No fee applicable (Freeware)
Tprogram Version 1. 1 A
Author: Xxxxxx XxXxxx
Purpose: Provides links to Windows 3.1 Program Manager and Windows 95
Explorer. Used when installing shortcuts icons when installing
MailCard on a hard disk.
Source: xxx.xxxxxxxx.xxx.xx/xxxxxx/xxxxxxx/
No fee applicable (Freeware)
