ASSET PURCHASE AGREEMENT

Exhibit 10.18

ASSET PURCHASE AGREEMENT

between

PHOENIX TECHNOLOGIES LTD.

and

XTOOL MOBILE SECURITY, INC.

Dated as of August 2, 2007

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the “ Agreement ”) is entered into as of August 2, 2007, by and between Phoenix Technologies Ltd. , a Delaware corporation (“ Buyer ”) and XTool Mobile Security, Inc. , a Nevada corporation (“ Seller ”).

RECITALS

     A. Buyer is in the business of developing and selling core system software and platform software products for connected digital devices;

     B. Seller is in the business of developing and selling laptop computer software security products, including products for anti-theft tracking recovery, data encryption and back-up, asset audits and remote delete (all Seller products hereinafter referred to as the “ Business Products ”); and

     C. Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, intellectual property and technology assets relating to the Business Products on the terms and subject to the conditions set forth in this Agreement (the “ Purchase Transaction ”).

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants set forth below, Buyer and Seller agree as follows:

1. Definitions .

     1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

          (a) “ Absolute Litigation Matters ” means (i) the patent infringement litigation between Absolute Software, Inc. and Absolute Software Corp. (together, “ Absolute ”) on the one hand and Seller on the other hand (Absolute Software, Inc. et al v. Stealth Signal, Inc., U.S. District Court Southern District of Texas – Case No. H-05-1416) and (ii) any other current or future dispute between Seller and Absolute:

          (b) “ Affiliate ” means with respect to any Person, a Person directly or indirectly controlling or controlled by or under common control with such Person.

          (c) “ Baran Amendment ” means the Amendment to Patent License Agreement between Seller and David Baran in the form attached hereto as Exhibit E .

          (d) “ Baran Consent ” means the amendment request letter from Seller to David Baran in the form attached hereto as Exhibit A .

          (e) “ Baran License Agreement ” means the Patent License Agreement dated August 3, 2005 between Seller and David Baran as the same may be amended from time to time.

          (f) “ Bill of Sale and Assignment ” means the Bill of Sale and Assignment of Purchased Assets between Seller and Buyer in the form attached hereto as Exhibit G, assigning to Buyer all of Seller’s right, title and interest in and to the Purchased Assets

          (g) “ Change of Control ” means the occurrence of any of the following: (i) the sale, lease, conveyance or other disposition of all or substantially all of Buyer’s assets to any “person” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”)), entity or group of persons acting in concert; (ii) any person or group of persons becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of Buyer representing 50% or more of the total voting power represented by Buyer’s then outstanding voting securities; (iii) a merger or consolidation of Buyer with any other corporation, other than a merger or consolidation that would result in the voting securities of Buyer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its controlling entity) more than 50% of the total voting power represented by the voting securities of Buyer or such surviving entity (or its controlling entity) outstanding immediately after such merger or consolidation; or (iv) a contest for the election or removal of members of the board of directors of Buyer that results in the removal from the board of at least 50% of the incumbent members of the board.

          (h) “ Closing ” means the consummation of the transactions contemplated hereby.

          (i) “ Closing Date ” has the meaning set forth in Section 3.1.

          (j) “ Consulting Services ” means the consulting services to be provided by Seller to Buyer following the Closing as set forth in the Exhibit A (Statement of Work or “SOW”) to the Consulting Services Agreement.

          (k) “ Consulting Services Agreement ” means the Consulting Services Agreement between Buyer and Seller in the form attached hereto as Exhibit B .

          (l) “ Governmental Authorizations ” means the permits, authorizations, consents or approvals of any Governmental Entity which are a condition to the lawful consummation of the transactions contemplated hereby listed on Schedule 1.1(m) to this Agreement.

          (m) “ Governmental Entity ” means any court, or any federal, state, provincial, territory, municipal or other governmental authority, department, commission, board, agency or other instrumentality (domestic or foreign).

          (n) “ Intellectual Property Assets ” means all intellectual property owned or licensed (as licensor or licensee) by Seller in which Seller has a proprietary interest, including:

                 (i) Seller’s domain names, trade names, registered and unregistered trademarks, service marks and applications;

                 (ii) all patents, patent applications and inventions and discoveries that may be patentable;

                 (iii) all registered and unregistered copyrights in both published works and unpublished works;

                 (iv) all technology, ideas, inventions, designs, proprietary information, license rights, specifications, know-how, formulae, routines, trade secrets, technical data and manuals, product information and data, software, source code, design and code documentation, design information, methodologies, testing procedures, processes, engineering work papers, and notes, development work-in-process, and other proprietary information and materials of any kind;

                 (v) all other intangible assets, properties and rights (whether or not appropriate steps have been taken to protect, under applicable law, such other intangible assets, properties or rights); and

                 (vi) all goodwill associated with each and all of the foregoing.

          (o) “ Lien ” means any mortgage, pledge, lien, security interest, option, covenant, condition, restriction, encumbrance, charge or other third-party claim of any kind, but excluding all obligations, restrictions and limitations contained in contracts or licenses disclosed in this Agreement or the Seller Disclosure Schedules.

          (p) “ New Product Contract ” means a customer contract between Buyer and a third party Buyer customer for the license of a New Product from Buyer to such customer. [**]

          (q) “ New Products ” means any product sold, licensed or distributed by the Buyer after Closing that contains, utilizes or incorporates the Purchased Assets, in whole or in part.

          (r) “ Non-Competition Agreement ” means the Non-Competition Agreement between Buyer on the one hand and each of the Principals on the other hand in the form attached hereto as Exhibit C .

          (s) “ Person ” means an individual, corporation, partnership, association, trust, government or political subdivision or agent or instrumentality thereof, or other entity or organization.

          (t) “ Principals ” refers to Pedro Camargo and Victoria Correa Camargo.

          (u) “ Seller Disclosure Schedules ” or “ Schedules ” means the Disclosure Schedules delivered by the Seller simultaneously with the execution and delivery of this Agreement.

          (v) “ Sub-License Agreement ” means the Sub-License Agreement between Seller and Buyer in the form attached hereto as Exhibit D .

          (w) “ Taxes ” means 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, province 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 Purchased Assets or which could become a charge against or lien on any of the Purchased 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.

2. Sale and Purchase

     2.1 Transfer of Assets . Subject to the terms and conditions of this Agreement, except as set forth on Schedule 2.2 , Seller shall sell, assign, grant, transfer, and deliver (or cause to be sold, assigned, granted, transferred and delivered) to Buyer, or to any Affiliate of Buyer designated by Buyer (so long as such Affiliate joins in this Agreement as a signatory and is bound by its terms and conditions), and Buyer shall purchase and accept from Seller as of the Closing Date, free and clear of all Liens, all of Seller’s

[THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.]

rights, title and interest in and to all of the Intellectual Property Assets of Seller that are necessary for the use of the Business Products or relate to, are used in, or are derived from the Business Products as of the date of this Agreement (the “ Purchased Assets ”).

     2.2 Excluded Assets . Buyer agrees that any Intellectual Property Assets listed in Schedule 2.2 shall be excluded from the Purchased Assets (the “ Excluded Assets ”), including, but not limited to, the Baran License Agreement and Seller’s rights thereunder and (b) the domain names, web-pages, e-mail addresses and trademarks of the Seller listed therein. For purposes of clarification, any cause of action or claim of right that Seller has or may have against Absolute in connection with any Absolute Litigation Matters, and any resulting judgment, settlement or award in Seller’s favor, shall be deemed an Excluded Asset.

     2.3 Excluded Liabilities . Buyer shall not assume and shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, royalty and license fees, commitments, obligations and other liabilities of any nature whatsoever of Seller and its direct and indirect subsidiaries, whether known or unknown, accrued or not accrued, fixed or contingent, including, but not limited to (i) any fees or amounts relating to the Excluded Assets; (ii) any fees or amounts owed or due on any of the Purchased Assets as of the Closing Date; and (iii) any costs, expenses, judgment, settlement, award or other liabilities relating to any Absolute Litigation Matters.

     2.4 Purchase Price . Subject to the performance by Seller and Buyer of all of their obligations under this Agreement, in consideration of the acquisition of the Purchased Assets under Section 2.1, Buyer agrees to pay to an account or accounts designated by Seller, from time to time, up to an aggregate amount equal to $5,000,000 (such aggregate amount, the “ Total Purchase Price ”) in immediately available funds in accordance with the following payment schedule, subject to the conditions, terms and adjustments set forth in this Agreement:

          (a) On the Closing Date, Buyer will pay Seller $3,500,000 (the “ Initial Purchase Price ”);

          (b) Buyer will pay Seller $750,000 following [**] (the “ First Earn-out ”), [**] (the “ First Earn-out Date ”); and

          (c) Buyer will pay Seller $750,000 upon [**] (the “ Second Earn-out ”), [**] (the “ Second Earn-out Date ”).

Each earn-out shall be subject to complete forfeiture if achievement of the applicable metric does not occur by the stated date. Any such forfeiture will be deemed an adjustment to the Total Purchase Price in an amount equal to the forfeited earn-out. [**]

     2.5 Purchase Price Allocation . The Total Purchase Price shall, for purposes of complying with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, be allocated in accordance with the allocation statement attached hereto as Exhibit F (the “ Allocation Statement ”). If the Total Purchase Price is adjusted as a result of the forfeiture of the First Earn-out and/or the Second Earn-out pursuant to Section 2.4, or as a result of any indemnification claims pursuant to Section 10, then the parties agree that such adjusted Total Purchase Price (the “ Adjusted Purchase Price ”) shall be allocated in the same proportion as set forth on the attached Allocation Statement. Buyer and Seller agree to each prepare and file on a timely basis with the Internal Revenue Service (and applicable state tax authorities) substantially identical Internal Revenue Service Forms 8594 (and corresponding state tax forms) consistent with such allocation of the Total Purchase

[THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.]

Price (or, if applicable, the Adjusted Purchase Price). If any Tax authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and the parties shall cooperate in order to preserve the effectiveness of such allocation.

3. Closing

     3.1 Closing . Subject to the terms and conditions of this Agreement, the Closing shall take place on the date that is three (3) business days after all conditions precedent in Sections 8 and 9 have been satisfied or waived or as the parties may otherwise agree, but in any case no later than thirty (30) days from the date hereof (the “ Closing Date ”).

     3.2 Actions at the Closing . At the Closing, Seller shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Initial Purchase Price to Seller, and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:

          (a) Purchase Price . Buyer shall deliver the Initial Purchase Price to Seller.

          (b) Title . Seller shall provide reasonable evidence of valid title to such of the Purchased Assets as Buyer may reasonably request in writing prior to the Closing, in form and substance reasonably satisfactory to Buyer.

          (c) Seller Documents . At the Closing, Seller shall deliver to Buyer any and all documents required to satisfy the conditions set forth in Section 8 of this Agreement and any other closing documents reasonably requested by Buyer.

          (d) Buyer Documents . At the Closing, Buyer shall deliver to Seller any and all documents required to satisfy the conditions set forth in Section 9 of this Agreement and any other closing documents reasonably requested by Seller.

          (e) Non-Competition Agreements . At the Closing, the Seller shall deliver to the Buyer the duly executed Non-Competition Agreements.

          (f) Consulting Services Agreement . At the Closing, the Seller shall deliver to the Buyer a duly executed Consulting Services Agreement.

          (g) Sub-License Agreement . At the Closing, the Seller shall deliver to the Buyer a duly executed Sub-License Agreement.

          (h) Bill of Sale and Assignment . At the Closing, the Seller shall deliver to Buyer a duly executed Bill of Sale and Assignment.

          (i) Post-Closing Actions . Subsequent to the Closing Date, Seller shall, and shall cause any Affiliate of Seller to, from time to time execute and deliver, upon the request of Buyer, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Buyer to effect, record or verify the transfer to and vesting in Buyer of Seller’s and any of Seller’s Affiliates’ right, title and interest in and to the Purchased Assets, free and clear of all Liens in accordance with the terms of this Agreement.

4. Representations and Warranties of Seller

     Except as may be set forth in a Seller Disclosure Schedule and any limiting or qualifying language contained in the representation and warranty, each representation and warranty set out in this Section 4 is not qualified in any way whatsoever; will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing; and will remain in force on and after the Closing Date until the one (1) year anniversary of the Closing Date Seller represents and warrants to Buyer as follows:

     4.1 Organization . Seller is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full corporate power and authority and the legal right to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby.

     4.2 Authority . The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, if any, by the Board of Directors and shareholders of Seller, and no other act or proceeding on the part of or on behalf of Seller or its shareholders is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. The signatory officers of Seller have the power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by Seller pursuant to the provisions hereof and thereof.

     4.3 Execution and Binding Effect . This Agreement has been duly and validly executed and delivered by Seller and constitutes, and the other agreements and instruments to be executed and delivered by Seller pursuant hereto, upon their execution and delivery by Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Buyer), legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

     4.4 Consents and Approvals of Governmental Entities . Other than the Governmental Authorizations, there is no requirement applicable to Seller to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.

     4.5 No Violation . Neither the execution, delivery and performance of this Agreement and all of the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the organizational documents of Seller, (b)  result in a violation or breach of, or constitute a default or require the consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any contract, notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (c) to Seller’s

knowledge, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Seller or by which any properties or assets of Seller may be bound, or (d) result in any cancellation of, or obligation to repay, any grant, loan or other financial assistance received by Seller from any Governmental Entity.

     4.6 Intellectual Property .

          (a) Other than the Excluded Assets set forth on Schedule 2.2, the Purchased Assets include all of Seller’s rights, title and interest in and to all of the Intellectual Property Assets of Seller that relate to, are used in, or are derived from the Business Products as of the date of this Agreement.

          (b) Seller holds good and conveyable title or license to the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver the Purchased Assets.

          (c) Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and conveyable title or license to the Purchased Assets, free and clear of any Liens.

          (d) There exists no restriction (contractual, governmental or otherwise) on the use or transfer of the Purchased Assets.

          (e) Except for the licensor under any license, no Person other than Seller has any right or interest in any of the Purchased Assets, including the right to grant interests in any of the Purchased Assets to third parties.

          (f) No notice of any violation of any law relating to any of the Purchased Assets has been received by Seller.

          (g) Except as set forth in the Schedule 4.6(g) , the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including without limitation the incorporation of any of the Purchased Assets in any product of Buyer or an affiliate of Buyer) will not (i) breach or violate any instrument or agreement relating to any of the Purchased Assets, (ii) to Seller’s knowledge, cause the forfeiture or termination or give rise to a right of forfeiture or termination of any of the Purchased Assets or (iii) to Seller’s knowledge, in any way impair the right of Buyer or any of its affiliates to display, make, use, sell, offer for sale, license or dispose of, or to bring any action for the infringement of, any of the Purchased Assets or portion thereof.

          (h) None of the Purchased Assets violate any license or agreement to which Seller is a party or, to Seller’s knowledge, infringes any copyright, patent, trademark, service mark, trade secret or other intellectual property or other proprietary right of any other party.

          (i) There is, to Seller’s knowledge, no unauthorized use, infringement or misappropriation on the part of any third party of any of the Purchased Assets.

          (j) Seller has taken commercially reasonable steps to maintain the secrecy and confidentiality of, and its proprietary rights in, the Purchased Assets, including, without limitation, entering into confidentiality and invention assignment agreements (“ CIAA ”) with all current and former officers and employees of and consultants to Seller with access to or knowledge of the Purchased Assets. To Seller’s knowledge, none of such current or former officers, employees or consultants is in breach of their CIAA with Seller.

          (k) Schedule 4.6(k) sets forth a complete and accurate list of all applications, filings, publications and other formal actions made or taken pursuant to federal, state, local and foreign laws by Seller to perfect or protect its interest in the Purchased Assets, including, without limitation, all patents, patent applications, trademarks, trademark applications, service marks and copyright or mask work registrations.

          (l) All fees payable by the Seller to maintain Seller’s rights in the Purchased Assets, including, without limitation, royalties and license fees in connection therewith due and payable on or before the Closing Date, have been paid by Seller or will be paid by Seller within a reasonable period after the Closing and are listed on Schedule 4.6(l) .

          (m) Schedule 4.6(m) sets forth a complete and accurate list of all intellectual property licensed by Seller that are a part of, incorporated into or are otherwise used in the Business Products as of the date of this Agreement including, but not limited to, any off-the-shelf software and any source code developed by and licensed from any third parties. The Purchased Assets do not contain, use or otherwise link to any GNU Public License Code or other open source code or libraries. Seller has provided Buyer copies of all licenses and license agreements (or links thereto) for the intellectual property listed on Schedule 4.6(m).

          (n) Neither Seller nor any other Person authorized to act on its behalf has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Seller source code included in the Purchased Assets. No event has occurred, and no circumstance or condition exists, that (with or without n