ASSET PURCHASE AGREEMENT

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EXHIBIT 10.1

EXECUTION COPY

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ASSET PURCHASE AGREEMENT

AMONG

S.O.S. COMPUTER SYSTEMS, INC.

THE DUNSTER FAMILY TRUST,

THE CLARK LINDSAY BALLANTYNE TRUST,

THE LAURA BALLANTYNE WARNER TRUST,

DAVID SMART

AND

SHIP ACQUISITION CORP.

CLOSING DATE APRIL 6, 2005

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TABLE OF CONTENTS

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PAGE

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1 DEFINITIONS..................................................................................... 1

2 SALE OF ASSETS; CLOSING......................................................................... 5

2.1. Sale of Assets.......................................................................... 5

2.2. Consideration........................................................................... 5

2.3. Net Current Assets Adjustment to Purchase Price......................................... 5

2.4. Accounts Receivable Adjustment to Purchase Price........................................ 7

2.5. Buyer's Assumption of Liabilities....................................................... 7

2.6. Closing................................................................................. 8

2.7. Deliveries by Seller Parties at Closing................................................. 8

2.8. Deliveries by Buyer at Closing.......................................................... 9

3 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES............................................ 9

3.1. Organization and Power.................................................................. 9

3.2. Authorization........................................................................... 10

3.3. No Conflict............................................................................. 10

3.4. Title to Purchased Assets............................................................... 10

3.5. Condition of Purchased Assets........................................................... 10

3.6. Financial Statements.................................................................... 10

3.7. Accounts Receivable; Credits............................................................ 11

3.8. Pre-Bill................................................................................ 11

3.9. Litigation.............................................................................. 11

3.10. Compliance with Law..................................................................... 11

3.11. Absence of Undisclosed Liabilities...................................................... 12

3.12. Absence of Certain Changes.............................................................. 12

3.13. Contracts............................................................................... 13

3.14. Intellectual Property................................................................... 13

3.15. Real Property........................................................................... 15

3.16. Environmental Matters................................................................... 16

3.17. Labor; ERISA............................................................................ 17

3.18. Taxes................................................................................... 17

3.19. Capitalization; Relationships with Related Persons...................................... 18

3.20. Brokers................................................................................. 18

3.21. Insurance............................................................................... 18

3.22. Powers of Attorney...................................................................... 19

3.23. Debt.................................................................................... 19

3.24. Solvency................................................................................ 19

3.25. Statements not Misleading............................................................... 19

4 REPRESENTATIONS AND WARRANTIES OF BUYER......................................................... 19

4.1. Organization and Power of Buyer......................................................... 19

4.2. Authorization........................................................................... 20

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4.3. No Conflict............................................................................. 20

4.4. No Creditors............................................................................ 20

5 COVENANTS....................................................................................... 20

5.1. Further Assurances; Cooperation......................................................... 20

5.2. Covenants not to Compete................................................................ 21

5.3. Use of Names............................................................................ 23

5.4. Passage of Title and Risk of Loss....................................................... 23

5.5. Transfer of Goodwill and Business....................................................... 23

5.6. Expenses; Transfer Taxes................................................................ 23

5.7. Taxes................................................................................... 23

5.8. Employment Matters...................................................................... 24

5.9. Agreement Regarding Lease Payments...................................................... 25

5.10. Enforcement of Assignments.............................................................. 25

6 INDEMNIFICATION................................................................................. 26

6.1. Indemnified Losses...................................................................... 26

6.2. Indemnification by Seller Parties....................................................... 26

6.3. Indemnification By Buyer................................................................ 26

6.4. Third Party Claims Against Buyer........................................................ 27

6.5 Third Party Claims Against Seller....................................................... 27

6.6. Procedures; No Waiver; Exclusivity...................................................... 27

6.7. Set-Off................................................................................. 28

6.8. Survival................................................................................ 29

6.9. Limitations on Indemnification by the Seller Parties.................................... 29

6.10. Set-Off Against Lease................................................................... 30

6.11. Exclusive Remedy........................................................................ 30

7 MISCELLANEOUS................................................................................... 31

7.1. Notices................................................................................. 31

7.2. Entire Agreement........................................................................ 31

7.3. Counterparts............................................................................ 31

7.4. Parties in Interest; Assignment......................................................... 32

7.5. Governing Law; Fees and Costs........................................................... 32

7.6. Schedules and Headings.................................................................. 32

7.7. Amendment............................................................................... 32

7.8. Waiver.................................................................................. 32

7.9. Joint and Several Liability............................................................. 32

7.10. Facsimile Signatures.................................................................... 32

7.11 Press Release........................................................................... 32

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EXHIBITS AND SCHEDULES

Exhibit A -- Escrow Agreement

Exhibit B -- Opinion of Counsel to the Seller Parties

Exhibit C -- Bill of Sale, Assignment and Conveyance

Exhibit D -- Lease

Exhibit E -- Assumption of Liabilities

Schedule 1A -- Assumed Liabilities

Schedule 1B -- Purchased Assets

Schedule 2.3 -- Re-classified Assets

Schedule 2.7(e) -- Consents Required for Closing

Schedule 3.3 -- Consents, Etc.

Schedule 3.4 -- Title to Purchased Assets

Schedule 3.5 -- Condition of Purchased Assets

Schedule 3.6 -- Reference Date Balance Sheet

Schedule 3.7 -- Accounts Receivable; Credits

Schedule 3.8 -- Pre-Bill

Schedule 3.10 -- Compliance with Law

Schedule 3.11 -- Absence of Undisclosed Liabilities

Schedule 3.12 -- Absence of Certain Changes

Schedule 3.13 -- Contracts

Schedule 3.14 -- Intellectual Property

Schedule 3.15 -- Real Property

Schedule 3.17 -- Labor; ERISA

Schedule 3.19 -- Capitalization

Schedule 3.20 -- Brokers

Schedule 3.21 -- Insurance

Schedule 3.23 -- Debt

Schedule 5.7 -- Additional Obligation

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the "Agreement") is executed as of April 6,

2005, by and among S.O.S. COMPUTER SYSTEMS, INC., a corporation incorporated

under the laws of the State of Utah ("Seller"), and solely for purposes of

Articles 3, 5 and 6 hereof, G. William Dunster, as trustee of the Clark Lindsay

Ballantyne Trust (the "Clark Trust"), G. William Dunster, as trustee of the

Laura Ballantyne Warner Trust (the "Warner Trust"), George William Dunster and

Sondra Jane Dunster as trustees of the Dunster Family Trust (the "Dunster Trust"

and together with the Clark Trust and the Warner Trust, each a "Trust" and

collectively, the "Trusts") and David Smart, an individual ("Smart" and together

with Seller and the Trust the "Seller Parties") and SHIP ACQUISITION CORP., a

corporation incorporated under the laws of the State of Delaware ("Buyer")

(collectively, the "parties").

RECITALS

WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell

to Buyer, the Purchased Assets (as defined below) upon the terms and conditions

of this Agreement; and

WHEREAS, in order to induce Buyer to purchase the Purchased Assets, Smart

and the Trusts, each of whom will receive a direct, tangible and material

benefit from the transactions contemplated by this Agreement by virtue of the

fact the Trusts and Smart are equity owners of Seller, are willing to be parties

to this Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the following terms shall have the

following meanings:

"Accounts Receivable" shall mean (a) all trade accounts receivable and

other rights to payment from customers of Seller and the full benefit of all

security for such accounts or rights to payment, including all trade accounts

receivable representing amounts receivable in respect of goods shipped or

products sold or services rendered to customers of Seller, (b) all other

accounts or notes receivable of Seller and the full benefit of all security for

such accounts or notes, and (c) any claim, remedy or other right related to any

of the foregoing.

"Additional Escrow Funds" shall have the meaning set forth in Section 5.9

and Section 6.10.

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"Assumed Liabilities" shall mean only the duties, liabilities or

obligations of Seller, if any, arising after the Closing Date in connection with

the items identified on Schedule 1A, except as otherwise noted on Schedule 1A,

and shall specifically exclude, among other things, (i) any liabilities for

employment, income, sales, property or other Taxes incurred or accrued by

Seller, including without limitation as a result of this transaction; (ii) any

fees or expenses incurred by Seller in connection with this transaction; (iii)

any debt, payables or other liabilities to Related Persons other than salary and

other payroll related expenses that may be specifically set forth on Schedule

1A; (iv) any liabilities related to any employee benefit plan, including,

without limitation, any 401(k), any profit sharing or pension plan, whether or

not sponsored by Seller, any deferred compensation payables, accrued bonus

payables, other accrued liabilities, and any COBRA-related obligations; (v) any

and all liability related to Seller's Real Property except as specifically set

forth in the Lease; (vi) any litigation pending against Seller; (vii) any

warranty liability to Seller's customers, including any liability arising out of

or relating to any breach by Seller of any obligation to a customer that

occurred prior to the Closing; and (viii) any liability or obligation

constituting or arising out of any Debt of Seller.

"Business" shall mean the business of developing, marketing and providing

data processing software and/or services to credit unions, including, without

limitation, the licensing or provision of Seller's "Centryx," "m*teller" and

e*teller software products and related services.

"Closing" shall mean the consummation of the purchase, sale, assignment

and assumption transactions described herein.

"Closing Date" shall mean the date on which the Closing occurs, as

specified in Section 2.6.

"Contract" shall have the meaning assigned to it in Section 3.13.

"Current Assets" shall mean all cash, cash equivalents, marketable

securities, Accounts Receivable, inventory and prepaid expenses of Seller and

other assets classified as current assets in accordance with GAAP.

"Current Liabilities" shall mean all trade accounts payable and deferred

revenue obligations (whether categorized as deferred revenue or as customer

deposits), accrued sales commissions, accrued costs of sales and amounts owing

to vendors and suppliers for goods and services provided before the Closing Date

but invoiced after the Closing Date, and other debts, liabilities and

obligations that are classified as current liabilities in accordance with GAAP.

"Debt", as applied to any Person, means: (a) indebtedness or liability of

such Person for borrowed money, or with respect to deposits or advances of any

kind, or for the deferred purchase price of property or services; (b) all

obligations of such Person evidenced by notes bonds, debentures or similar

instruments, (c) all obligations of such Person under conditional sale or other

title retention agreements relating to property or assets purchased by such

Person, (d) all obligations of such Person for the deferred purchase price of

property or services; (e) all obligations of such Person as lessee under capital

leases; (f) current liabilities of such Person in respect of the present value

of unfunded vested benefits under any employee benefit plan;

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(g) obligations of such Person under letters of credit, bankers acceptances, or

comparable arrangements; (h) obligations of such Person arising under acceptance

facilities; (i) guaranties; endorsements (other than for collection or deposit

in the ordinary course of business), and other contingent obligations of such

Person to purchase, to provide funds for payment, to supply funds to invest in

any Persons, or otherwise to assure a creditor against loss; (j) all obligations

of such Person secured by any Lien on any of such Person's assets or property,

whether or not the obligations have been assumed, and (k) all obligations of

such Person in respect of interest rate protection agreements, foreign currency

exchange agreements or other interest or exchange rate hedging arrangements.

"Excluded Assets" shall mean those items listed as such on Schedule 1B

hereto.

"Financial Statements" shall have the meaning assigned to it in Section

3.6.

"GAAP" shall mean United States generally accepted accounting principles

consistently applied.

"Governmental Entity" shall mean any court, administrative agency,

commission, state, municipality or other governmental authority or

instrumentality, domestic or foreign, national or international.

"Knowledge" - an individual will be deemed to have "Knowledge" of a fact

or other matter if:

(a) such individual is actually aware of that fact or matter; or

(b) a prudent individual could be expected to discover or

otherwise become aware of that fact or matter in the course of conducting

a reasonably comprehensive investigation regarding the accuracy of any

representation or warranty contained in this Agreement, provided however,

that the Listed Persons (as defined below) shall not be required to make

inquiry of other employees of Seller.

Seller will be deemed to have "Knowledge" of a particular fact or other

matter if David Smart, Richard Verhaaren, Joseph Shelby, Elizabeth Kinkade,

Clyde Barton, Dennis Madson, Dan Mueller or Kenny Burgener and/or any other

individual who is serving as a director or officer of Seller (or in any similar

capacity) (the "Listed Persons") has Knowledge of that fact or other matter (as

set forth in (a) and (b) above).

"Lease" shall have the meaning assigned to it in Section 2.7(h).

"Liens" shall mean all liabilities, claims, liens, charges, pledges,

security interests, options, restrictions on the use of property or other

encumbrances of any kind.

"Material Adverse Effect" means any circumstance, change in, or effect on,

the Business or Seller that, individually or in the aggregate with any other

circumstances, changes in, or effects on, Seller or the Business: (a) is

materially adverse to the business, operations, assets or liabilities

(including, without limitation, contingent liabilities), employee relationships,

customer

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or supplier relationships, results of operations or the condition (financial or

otherwise) of the Business, or (b) materially adversely affects the ability of

Buyer to operate or conduct the Business in the manner in which it is currently

operated or conducted by Seller, or (c) impairs the ability of Seller to

consummate the transactions contemplated by this Agreement; provided, however,

that the parties hereto agree that the following shall not constitute a Material

Adverse Effect: (i) general economic conditions; (ii) any changes generally

affecting the industry or industries in which Seller currently operates the

Business; (iii) any fact, matter or condition expressly disclosed in the

Disclosure Schedule, to the extent of such disclosure; or (iv) any material

adverse effect arising out of or resulting from this Agreement or the

transactions contemplated hereby or any announcement thereof.

"Net Current Assets" shall mean the amount of Current Assets included in

the Purchased Assets minus the amount of Current Liabilities included in the

Assumed Liabilities.

"Permitted Liens" shall have the meaning assigned to it in Section 3.4.

"Person" shall be construed broadly and shall include an individual, a

partnership, a corporation, a limited liability company, an association, a joint

stock company, a trust, a joint venture, an unincorporated organization or a

Governmental Entity (or any department, agency or political subdivision

thereof).

"Primary Losses" means Losses for which the Seller Parties have agreed to

indemnify Buyer pursuant to Section 6.2(a), other than Losses resulting from

breaches of the representations and warranties set forth in Sections 3.1, 3.2,

3.4, 3.14, 3.16, 3.17 and 3.18.

"Purchase Price" shall mean the aggregate amount to be paid by Buyer to

Seller for the Purchased Assets and includes the cash consideration payable

pursuant to Section 2.2(a) and the Escrow Funds payable pursuant to Section

2.2(b).

"Purchased Assets" shall mean all of Seller's property and assets as of

the Closing Date, whether real, personal or mixed, tangible and intangible, of

every kind and description, wherever located, including without limitation those

items identified on Schedule 1B, but excluding the Excluded Assets.

"Records" shall mean all books of account, general, financial and

accounting records, files, invoices, payment authorizations, correspondence to

and from customers, suppliers and payors, and other data and information owned

by Seller.

"Reference Date" shall mean November 30, 2004.

"Reference Date Balance Sheet" shall mean the unaudited balance sheet for

Seller as of the Reference Date.

"Related Person" shall mean any officer, director, stockholder or trustee

of any stockholder of Seller, or any member of the immediate family of any such

officer, director, stockholder or trustee or any entity controlled by any such

officer, director, stockholder or trustee or by a family member of any such

officer, director, stockholder or trustee.

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"Secondary Losses" means Losses for which Seller Parties have agreed to

indemnify Buyer which do not constitute Primary Losses. In the event that a Loss

otherwise satisfies the conditions of both a Primary Loss and a Secondary Loss,

such Loss shall be deemed to be a Secondary Loss for all purposes.

"Taxes" (or "Tax" where the context requires) shall mean all federal,

state, county, city, local, foreign and other taxes (including, without

limitation, premium, excise, value added, sales, use, occupancy, gross receipts,

franchise, ad valorem, severance, capital levy, production, transfer,

withholding, employment, unemployment compensation, payroll-related and property

taxes, import duties and other governmental charges and assessments), whether or

not measured in whole or in part by net income, including deficiencies,

interest, additions to tax or interest or penalties with respect thereto.

ARTICLE 2

SALE OF ASSETS; CLOSING

SECTION 2.1. SALE OF ASSETS. At the Closing, Seller shall sell, assign,

transfer, convey and deliver to Buyer, free and clear of all Liens (except

Permitted Liens), good and marketable title to all of the Purchased Assets. It

is intended that the consummation of the purchase and sale of the Purchased

Assets will transfer the Business to Buyer as a going concern with all of the

assets, properties and rights used in or required for the operation and conduct

of the Business as of the Closing Date.

SECTION 2.2. CONSIDERATION. The Purchase Price shall be $11,400,000.00,

subject to the adjustments set forth in this Agreement, including without

limitation in Sections 2.3 and 2.4 hereof. Buyer shall pay the Purchase Price by

delivery in the following manner:

(a) $10,032,000 in cash by wire transfer at Closing to Seller; and

(b) $1,368,000 (the "Escrow Funds") in cash by wire transfer at Closing

to U.S. Bank National Association (the "Escrow Agent"), to be held under an

escrow agreement in substantially the form of Exhibit A (the "Escrow

Agreement"), said Escrow Funds to be paid to Seller on the two year anniversary

of the Closing Date in accordance with the Escrow Agreement but subject to the

terms and conditions described in this Agreement, including, without limitation,

in Sections 2.3, 2.4 and 6.7 hereof.

SECTION 2.3. NET CURRENT ASSETS ADJUSTMENT TO PURCHASE PRICE.

(a) Estimated Net Current Assets. Within sixty (60) days following the

Closing Date, Buyer will prepare, or cause to have prepared, and deliver to

Seller a balance sheet of the Business and a statement of the Net Current Assets

of the Business as of the Closing Date, each of which shall include as a Current

Asset as of the Closing Date fixed assets that are included in the Purchased

Assets and that are properly included as fixed assets on a balance sheet in

accordance with GAAP (e.g., have not been sold, transferred or written-off) and

which were

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included on the Reference Date Balance Sheet as current assets but have since

been re-classified as fixed assets (the "Re-classified Assets"). Schedule 2.3

lists the assets that Seller believes constitute the Re-classified Assets as of

Closing, in the aggregate amount of $153,881. The parties agree that the same

methodology used to calculate the bad debt reserve for Accounts Receivable in

the preparation of the Reference Date Balance Sheet shall be used to calculate

the bad debt reserve in the preparation of the Final Net Current Assets. As

prepared by Buyer, this statement of the Net Current Assets shall be referred to

as the "Estimated Net Current Assets." The Estimated Net Current Assets shall be

prepared in accordance with GAAP.

(b) Objection. The Estimated Net Current Assets shall be deemed accepted

by Seller and binding unless Seller sends Buyer a written objection thereto

within thirty (30) days following Seller's receipt thereof. In the event that

Seller delivers a timely written objection as aforesaid, and Buyer and Seller

are unable to resolve such objection within thirty (30) days after Buyer is

notified of Seller's objection, the matters in dispute shall be submitted for

final and binding determination to a firm of independent certified public

accountants of national recognition and standing jointly selected by Buyer and

Seller (the "Accountants"). The Accountants shall prepare their resolution

statement within forty-five (45) days of appointment. In the event that the

parties are required to agree on the identity of the Accountants but are unable

to do so, then the firm to be used shall be selected by lot from among the "Big

4" accounting firms, other than those firms which have had a material

relationship with Buyer or Seller. The Estimated Net Current Assets proposed by

Buyer, as adjusted by agreement of Seller and Buyer or finally determined by the

Accountants, as applicable, to reflect the resolution of any timely objections

made thereto by Seller in accordance with this paragraph, shall constitute the

"Final Net Current Assets" and shall be binding on the parties hereto. Buyer and

Seller shall each pay their own expenses of preparing and analyzing the

Estimated Net Current Assets and resolving objections thereto. The fees and

expenses of the Accountants used to resolve objections will be borne equally by

Buyer and Seller.

(c) Access to Information. Solely in connection with the preparation of

the Estimated Net Current Assets and the Final Net Current Assets:

(i) Buyer shall give Seller and its accountants reasonable access

to the books and records of the Business, and shall cause employees of the

Business to cooperate with them and provide them with all relevant

information requested, all after receiving reasonable notice from them of

their requirements and reaching agreement as to mutually convenient times

for review; and

(ii) Buyer and the Seller Parties, to the extent within their

respective control, shall give to each other and their agent's access to

the books, financial records, work papers and other materials and

documents used or produced in connection with the preparation of the

Estimated Net Current Assets and the Final Net Current Assets.

(d) Final Net Current Assets. In the event that the Final Net Current

Assets are less than $2,076,000 (the difference is referred to as a "Reduction

in Net Current Assets"), the Seller Parties shall be jointly and severally

liable for such difference as a reduction in the cash portion of the Purchase

Price. Buyer shall first set-off the amount of such Reduction in Net Current

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Assets from the Escrow Funds and Additional Escrow Funds, if any, in accordance

with Section 6.7 of this Agreement, and, to the extent the Reduction in Net

Current Assets exceeds the amount of the Escrow Funds and Additional Escrow

Funds then available under the Escrow Agreement, the Seller Parties shall pay

the difference to Buyer within (10) days after receipt of written demand

therefor. In the event that the Final Net Current Assets are greater than

$2,076,000 (the excess is referred to as an "Excess in Net Current Assets"), the

Purchase Price shall be increased by such difference. Buyer shall pay the Excess

in Net Current Assets to Seller within ten (10) days following the determination

of Final Net Current Assets.

SECTION 2.4. ACCOUNTS RECEIVABLE ADJUSTMENT TO PURCHASE PRICE.

(a) Receivable Shortfall. Buyer and the Seller Parties agree that the

Purchase Price payable to Seller shall be reduced to the extent that the

Accounts Receivable, less a bad debt reserve in the amount of $7,600 have not

been collected by Buyer within ninety (90) days following the Closing Date (the

"Collection Period").

(b) Adjustment to Purchase Price. Within sixty (60) days following the

end of the Collection Period, Buyer shall prepare and furnish to Seller a

statement setting forth the Accounts Receivable and all payments made thereon,

calculated as of the end of the Collection Period, and the amount, if any, owing

from the Seller Parties to Buyer pursuant to Section 2.4(a) (a "Receivable

Shortfall"). The Seller Parties shall be jointly and severally liable for the

Receivable Shortfall. Buyer shall set-off the Receivable Shortfall from the

Escrow Funds and Additional Escrow Funds, if any, in accordance with Section 6.7

and, to the extent the amount of the Receivable Shortfall exceeds the amount of

the Escrow Funds and Additional Escrow Funds then available under the Escrow

Agreement, the Seller Parties shall pay the difference to Buyer within (10) days

after receipt of written demand therefor. Upon payment of the Receivable

Shortfall, Buyer shall assign to Seller those Accounts Receivable which were

uncollected at the end of the Collection Period and Seller may thereafter

collect such re-assigned Accounts Receivable for Seller's own account.

Notwithstanding anything to the contrary herein, to the extent an Account

Receivable is excluded from the calculation of Final Net Current Assets in

Section 2.3, the failure to collect such Account Receivable within the

Collection Period shall not entitle the Buyer to any reimbursement under this

Section 2.4(a).

(c) Collection of Accounts Receivable. Between the Closing Date and the

end of the Collection Period, Buyer shall use reasonable efforts consistent with

its usual and customary collection practices to collect the Accounts Receivable,

provided that Buyer shall not be obligated to resort to litigation.

(d) Payments in Transit after the Closing. Any payments that are

received by Seller after the Closing Date in respect of Accounts Receivable

shall be owned by and deemed the property of Buyer, and Seller shall turn over

to Buyer all such amounts within ten (10) days of receipt thereof.

SECTION 2.5. BUYER'S ASSUMPTION OF LIABILITIES. On the terms and subject

to the conditions set forth in this Agreement, and in further consideration of

the transfer of the Purchased Assets, at the Closing Buyer shall assume, and

thereafter pay, honor and discharge

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when due, only those duties, liabilities or obligations of Seller included in

the Assumed Liabilities.

SECTION 2.6. CLOSING. The Closing shall take place (via facsimile,

telephone, mail and other mutually acceptable means of communication and

delivery) simultaneously at the offices of Buyer's counsel, Shipman & Goodwin

LLP in Hartford, Connecticut and Seller's counsel, Holme Roberts & Owen LLP in

Salt Lake City, Utah on the date hereof or at such other time and location as

the parties hereto shall agree in writing.

SECTION 2.7. DELIVERIES BY SELLER PARTIES AT CLOSING. At the Closing,

Seller shall convey, transfer, assign and deliver to Buyer all of the Purchased

Assets, including good and merchantable title to all personal property included

therein, free and clear of all Liens (except Permitted Liens). At the Closing,

Seller shall deliver to Buyer:

(a) The Escrow Agreement fully executed by Seller;

(b) An opinion of the Seller's counsel, dated the Closing Date, to the

effect and substantially in the form of Exhibit B to this Agreement;

(c) Evidence of authorization to change Seller's name and documents

sufficient to effectuate such change and to convey to Buyer all rights in the

names and marks S.O.S. Computer Systems, Inc., Centryx, m*teller, e*teller,

i*support, SOSystems, member*centric and personalized*technology;

(d) Buyer's standard NDA/invention assignment agreement for all

employees of Seller whom Buyer has indicated a desire to employ;

(e) Bill of Sale in the form of Exhibit C, and such assignments and

other instruments of transfer as may be reasonably satisfactory to Buyer's

counsel, and with such consents to the conveyance, transfer and assignment

thereof as may be necessary to effect the conveyance, transfer, assignment and

delivery of the Purchased Assets and to vest in Buyer the title specified in

this Section, including without limitation:

(i) the transfer of all registered Proprietary Rights of Seller

(as such term is defined in Section 3.14 hereof) and applications

therefor; and

(ii) the consents listed on Schedule 2.7(e);

(f) Releases of all Liens (other than Permitted Liens) on the Purchased

Assets;

(g) A Lease Agreement between Buyer and Seller with respect to 720 East

Timpanogos Parkway, Orem, Utah 54097, in the form attached hereto as Exhibit D,

fully executed by Seller (the "Lease");

(h) Good Standing Certificate of recent date for Seller from the

Secretary of State of the State of Utah;

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(i) A Secretary's Certificate with respect to Seller's Certificate of

Incorporation, By-laws, director and stockholder resolutions and officer

incumbency, in form and substance satisfactory to Buyer;

(j) Evidence that David Smart has entered into a proprietary information

and invention assignment agreement in favor of Seller, in form acceptable to

Buyer;

(k) A certificate of the Trustees of each of the Trusts with respect to

certain organizational matters of such Trusts, in form and substance

satisfactory to Buyer; and

(l) Such other documents and instruments as Buyer or Buyer's counsel may

reasonably request to better evidence or effectuate the transactions

contemplated hereby.

Simultaneously with the delivery referred to in this Section, the Seller

Parties shall take or cause to be taken all such actions as may reasonably be

required to put Buyer in actual possession and operating control of the

Purchased Assets.

SECTION 2.8. DELIVERIES BY BUYER AT CLOSING. At the Closing, Buyer shall

deliver to Seller:

(a) The Escrow Agreement fully executed by Buyer;

(b) Assumption Agreement in the form attached hereto as Exhibit E, fully

executed by Buyer, pursuant to which Buyer assumes, as of the Closing Date, the

Assumed Liabilities;

(c) The Lease fully executed by Buyer;

(d) In accordance with Section 2.2(a) of this Agreement, Buyer shall

deliver to Seller an amount equal to $10,032,000, constituting the cash portion

of the Purchase Price; and

(e) In accordance with Section 2.2(b) of this Agreement, Buyer shall

deliver to the Escrow Agent the Escrow Funds.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

The Seller Parties hereby jointly and severally represent and warrant to

Buyer as follows as of the Closing Date (or, as of such other date as is set

forth below with respect to a particular representation or warranty):

SECTION 3.1. ORGANIZATION AND POWER. Seller is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Utah. Seller has full power and authority to own its properties and conduct the

Business as presently being conducted by it. Each Trust is a duly established

trust and is validly subsisting, the persons listed on Schedule 3.19 are the

respective trustees of the Trusts, and as trustees, such persons have all

necessary

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power, authority and capacity to enter into this Agreement and to consummate the

transactions contemplated by this Agreement on behalf of the Trusts. Each Seller

Party has full legal power, authority and capacity to execute this Agreement and

to consummate the transactions contemplated hereby.

SECTION 3.2. AUTHORIZATION. The execution, delivery and performance of

this Agreement by Seller have been duly authorized and approved by all requisite

action on the part of its directors and stockholders. This Agreement constitutes

the valid and binding obligation of each Seller Party and is enforceable against

each Seller Party in accordance with its terms, except as such enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium, and other

similar laws relating to or limiting creditors' rights generally and by

equitable principles.

SECTION 3.3. NO CONFLICT. The execution and delivery of this Agreement do

not, and the consummation of the transactions contemplated hereby and the

compliance with the terms hereof will not (a) violate any law, judgment, order,

decree, statute, ordinance, rule or regulation applicable to any Seller Party,

or any permit, license or approval of any Governmental Entity, (b) conflict with

any provision of Seller's Articles of Incorporation or By-laws, (c) conflict

with any Trust's declaration or agreement of trust (or equivalent instrument),

(d) except as set forth on Schedule 3.3, result in any violation of, and will

not conflict with, or result in a breach of any terms of, or constitute a

default under, any Contract or create any Lien upon any of the Purchased Assets,

or (e) except as set forth on Schedule 3.3, require any notice to, or consent,

approval, order or authorization of, or the registration, declaration or filing

with, any Governmental Entity or other Person, including, without limitation,

under any Contract.

SECTION 3.4. TITLE TO PURCHASED ASSETS. Seller has good, valid and

marketable title to all of the Purchased Assets, free and clear of all Liens,

except those Liens set forth on Schedule 3.4 ("Permitted Liens"). Except as set

forth on Schedule 3.4, no other party has any rights or claims to possession of

any of the Purchased Assets. None of the Purchased Assets are subject to any

option, contract, arrangement or understanding that would restrict Seller's

ability to transfer the Purchased Assets to Buyer as contemplated herein. Except

for the Excluded Assets, the Purchased Assets constitute all assets, rights and

properties used by Seller to operate, or necessary to operate the Business as

operated by Seller prior to Closing. Except as set forth on Schedule 3.4, no

Seller Party and no other Related Person of Seller, (including without

limitation, Smart and the Trusts) owns, leases or licenses assets, properties or

other rights used in the conduct of the Business. All employees engaged in

conducting the Business are employees of Seller.

SECTION 3.5. CONDITION OF PURCHASED ASSETS. Except as set forth on

Schedule 3.5, all of the tangible property included in the Purchased Assets is

in good operating condition and repair, ordinary wear and tear excepted, and, to

Seller Parties' Knowledge, in the state of maintenance, repair and operating

condition required for the proper operation and use thereof in the ordinary and

usual course of business by Seller.

SECTION 3.6. FINANCIAL STATEMENTS. Seller has delivered to Buyer financial

information respecting Seller (the "Financial Statements"), as follows: (i) the

Reference Date Balance Sheet,

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a copy of which is attached hereto as Schedule 3.6; (ii) unaudited profit and

loss statements of Seller for the eleven (11) months ended as of the Reference

Date; (iii) unaudited balance sheet for Seller as of December 31, 2004; and (iv)

unaudited profit and loss statements for Seller for the fiscal year ended

December 31, 2004. The Financial Statements fairly present the financial

position and results of operations of Seller for the periods then ended and the

financial position of Seller at the dates thereof, and except as set forth on

Schedule 3.6, were prepared in accordance with GAAP, provided, however, that the

unaudited Financial Statements (a) are subject to normal recurring year-end

adjustments and (b) do not contain all footnote disclosures required by GAAP.

Seller's books of account are and, during the period covered by the Financial

Statements were, complete in all material respects, fairly and accurately

reflect or reflected the income, expenses, assets and liabilities of Seller,

including the nature thereof and the transactions giving rise thereto, and

provide or provided a fair and accurate basis for the preparation of the

Financial Statements.

SECTION 3.7. ACCOUNTS RECEIVABLE; CREDITS. The Accounts Receivable

recorded on the books of Seller, less a bad debt reserve in the amount of $7,600

(which was determined by Seller in accordance with GAAP applied on a basis

consistent with Seller's prior accounting practices) are bona fide and good, and

are collectible in the amounts shown on the books of account of Seller. Except

as set forth on Schedule 3.7, no Account Receivable has been released by Seller,

in whole or in part, so as to reduce its value, and there are no outstanding

customer credits or allowances (including allowances for bad debts) which have

been authorized by Seller prior to the Closing Date. The uncollectibility of any

Accounts Receivable resulting in an adjustment to the Purchase Price based on a

Receivable Shortfall in accordance with Section 2.4 shall not be considered a

breach of the representation and warranty of collectibility contained in this

Section 3.7.

SECTION 3.8. PRE-BILL. Except as set forth on Schedule 3.8, Seller has not

pre-billed or received prepayment for products to be sold, services to be

rendered, or expenses to be incurred subsequent to the Closing Date, except in

the ordinary course of business and consistent with Seller's prior practices,

with a corresponding current liability included on the Reference Date Balance

Sheet.

SECTION 3.9. LITIGATION. There is no suit, action or proceeding pending

against or affecting any Seller Party or, to the Knowledge of any Seller Party,

the employees of Seller relating to the Business, the Purchased Assets, or the

transactions contemplated hereby, nor to Seller Parties' Knowledge is there any

such suit, action or proceeding threatened against any Seller Party or any of

the employees of Seller. Neither Seller nor the Business is subject to any order

of a Governmental Entity.

SECTION 3.10. COMPLIANCE WITH LAW. Except as set forth on Schedule 3.10,

Seller has all licenses, permits and other approvals of Governmental Entities

necessary to operate the Business as now conducted, each of which is in good

standing, and Seller has conducted the Business and properly filed all necessary

reports in substantial compliance with applicable laws and regulations.

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SECTION 3.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on

Schedule 3.11, Seller does not have any liabilities or obligations, either

accrued, contingent or otherwise, which are not reflected in (i) the Reference

Date Balance Sheet or (ii) this Agreement or the Schedules hereto, except as

have been incurred in the ordinary course of business since the Reference Date.

SECTION 3.12. ABSENCE OF CERTAIN CHANGES. Since the Reference Date and

except as set forth on Schedule 3.12, neither Seller nor the Business has or

will have as of the Closing:

(a) suffered any adverse change in its financial condition, assets,

liabilities, net worth or business from that shown on the Reference Date Balance

Sheet that, either individually or in the aggregate, has had a Material Adverse

Effect;

(b) suffered any damage, destruction or loss, whether or not covered by

insurance, adversely affecting its properties or the Business, which could

reasonably be expected to have a Material Adverse Effect;

(c) declared or paid or agreed to declare or pay any dividends or

distributions of any assets of any kind whatsoever, excluding distributions of

cash consistent with prior practice;

(d) mortgaged, pledged, hypothecated or otherwise encumbered any of its

material assets, tangible or intangible;

(e) sold or transferred any of its assets, property or rights, or

canceled or agreed to cancel any of its debts or claims, except for fair value,

in the ordinary course of business;

(f) suffered any Material Adverse Effect with respect to its

relationships with customers or employees, or with respect to its contracts with

customers;

(g) incurred any commitment (through negotiations or otherwise) or any

liability to any labor organization, or been involved in any labor dispute;

(h) increased the amount of its Debt or other obligations or liabilities

by more than $700,000 in the aggregate;

(i) entered or agreed to enter into any agreement or arrangement

granting any preferential rights to purchase a material part of its assets,

property or rights;

(j) placed any orders for materials, merchandise or supplies in

exceptional or unusual quantities based upon past operating practices or

accepted orders from customers under conditions relating to price, terms or

payment, time or delivery, or like matters materially different from the

conditions regularly and usually specified on acceptance of orders for similar

merchandise from customers similarly situated;

(k) made any change in the accounting practices or methods followed by

it;

(l) engaged in any restructuring or changed its constitutive documents;

or

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(m) entered into any other transaction, or been involved in any event or

experienced any condition of any