ASSET SALE & LICENSE AGREEMENT

Exhibit 10.1

ASSET SALE & LICENSE AGREEMENT

This Asset Sale & License Agreement (the "Agreement") is effective as of January 4, 2007, ("Effective Date") by and between ST. BERNARD SOFTWARE, INC. , a Delaware corporation, located at 15015 Avenue of Science, San Diego, California 92128 ("SBS") and SHAVLIK TECHNOLOGIES, LLC. ("Shavlik"), a Delaware LLC located at 2665 Long Lake Road, Suite 400, Roseville, MN 55113 (each a "Party" and collectively the "Parties").

RECITALS

A. SBS and Shavlik are developers of software application update and patch installation tools and utilities. SBS has developed and is the owner of the Product, as defined in this Agreement.

B. SBS desires to assign and sell and Shavlik desires to assume and purchase all of SBS’ rights, title and interest to the Product.

C. SBS further desires to assign, and, subject to the terms of this Agreement, Shavlik is willing to assume, certain SBS’ post closing obligations and rights with regard to all end user licenses granted by SBS to its customers to use the Product (each a "Customer" and collectively the "Customers" or the "Customer Base"), and SBS’ channel partners listed on Schedule 2.2, such that Shavlik shall be responsible for servicing and supporting SBS’ Customer Base for the Product after January 31, 2007 (the "Closing Date").

D. SBS further desires to obtain, royalty-free, the right, for a period of twelve (12) months from the Closing Date to grant a sublicense to use the Product in its current form to Hitachisoft, subject to the terms and conditions set forth herein.

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Product. "Product" means SBS’ UpdateEXPERT and UpdateEXPERT Premium software applications, together with any application programming interfaces for UpdateEXPERT and UpdateEXPERT Premium software (including but limited to the SBS SecurityEXPERT), the compiler used in connection with UpdateEXPERT and UpdateEXPERT Premium software, and all other software, programs, applications, modules and components thereof, in all forms, including the Source Code, object code, all related documentation, all prior and current versions, improvements, enhancements, upgrades, corrections, additions, modifications, replacements, and new applications to any of the foregoing; and all Intellectual Property Rights in any of the foregoing, together with SBS’ rights in any third party materials listed in Schedule 7.2.13. In no event shall "Product" include SBS’ on-demand service, iPrism, ePrism and/or Open File Manager products, nor any open source materials or software included in or used with the Product other than SBS’ rights in any third party materials listed in Schedule 7.2.13. To the extent that the Product contains code that is also included in other SBS products relating to non-core functionality, such as for license key generation and other administrative functions associated with use of the Product, notwithstanding any provision in this Agreement to the contrary, SBS retains all Intellectual Property Rights to such code and grants to Shavlik a perpetual, non-exclusive, irrevocable license to continue to use, distribute, and make derivative copies of such code as part of the Product.

1.2 Intellectual Property Rights . "Intellectual Property Rights" means all of the following in any jurisdiction throughout the world, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) trademarks, service marks, trade names, trade dress, logos, (and all translations, adaptations, derivations and combinations of the foregoing), Internet domain names, together with all goodwill associated with each of the foregoing; (ii) copyrights, rights of authorship; (iii) inventions, moral rights, patents, and rights of inventorship, (iv) all applications, registrations and renewals in connection with any of the above in (i)-(iii); know-how, trade secrets, and all other intellectual property rights related thereto.

1.3 SBS Materials . "SBS Materials" means (i) any application program interface, assemblers, compilers and other authoring tools created by SBS or owned by SBS and necessary to modify the Product as well as any development tools created by SBS or owned by SBS and used in the development of the Product, including all comments, in text and machine readable form, (ii) documentation for the Product, including user manuals, installation guides, marketing materials, product awards, Customer references, competitive analyses, sales training materials, white-papers, tech-notes, help files and marketing collateral, architectural and design documentation, in SBS’ possession and reasonably necessary or helpful in connection with development, support, marketing or sales of the Product, (iii) know-how related to the use and modification of the Source Code as reflected in such materials, (iv) software tools, data test scripts, test plans, automated test tools, designs and results that SBS currently uses in connection with development or support of the Product, (v) SBS’ interest in any software licenses related to the Product, (vi) Source Code; (vii) Customer Relations Materials; and (viii) Electronic Materials.

1.4 Customer Relations Materials . "Customer Relations Materials" means any data (whether in physical or electronic format) regarding past, existing, or potential customers for the Product, including but not limited to information maintained in any lead generation or customer relationship management systems of SBS.

1.5 Electronic Materials . "Electronic Materials" means any electronic data, databases, or content used in the promotion of the Product or in distribution and optimization of the Product.

1.6 Source Code . "Source Code" means the human-readable source code, source program, scripts and/or programming language for the Product. Source Code includes all source code listings, instructions (including compile instructions), programmer’s notes, commentary and related technical information and documentation, including all such information and documentation owned and used by SBS for purposes of maintaining, repairing, or making modifications or enhancements to the Product and the Source Code. This includes but is not limited to the following: (i) Master Agent and Leaf Agent programs; (ii) backup/restore utilities for master agent; (iii) User Interface Console; (iv) installer programs; tools and utilities for discovering and integrating patch data into the master patch database; (v) utility for patch distribution through disconnected networks; (vi) tools used to target the master database to previous product versions; (vii) customer database and hosted patch distribution website; SE template database server; (viii) tools and utilities for creating and updating settings templates; (ix) integrated knowledge base; (x) serialization software; and (xi) build scripts and tools used in creating and packaging the software.

1.7 Knowledge . "Knowledge" means the actual knowledge of persons responsible for the relevant subject matter, or, in the case of any person who is a management or executive position, the knowledge such persons would have assuming due inquiry, given their respective role, into the facts related to such matters.

ARTICLE 2.

ASSET SALE, ASSIGNMENT OF CUSTOMER BASE & LICENSE

2.1 Asset Sale . Effective as of the Closing Date, subject to the terms and conditions of this Agreement, including Shavlik’s payment of the Purchase Price, SBS hereby assigns to Shavlik all of SBS’ right, title, and interest worldwide in and to the Product, the Assumed Contracts (defined below), the SBS Materials, and all Intellectual Property Rights therein (collectively the "Purchased Assets"), provided that SBS retains the right to collect for its own account all 1Q2007 (first calendar quarter, 2007) Customer contract renewal fees invoiced prior to the Closing Date. SBS shall execute and deliver the Copyright Assignment attached as Exhibit A on the Closing Date. If any moral rights in the Product cannot (as a matter of law) be assigned by SBS to Shavlik as provided above, then SBS waives the enforcement of such moral rights and all claims and causes of action of any kind against Shavlik with respect to such

moral rights. SBS shall deliver or make available to Shavlik the SBS Materials promptly following the Effective, and no event later than thirty (30) days following the Closing Date. No ownership rights are granted with respect to any SBS trademarks not related to the Product that may be embedded in the Product or the SBS Materials, including trademarks relating to SBS’ on-demand services, iPrism, ePrism and Open File Manager products ("Non-product Marks"). SBS hereby grants to Shavlik a perpetual, royalty free license to the Non-product Marks solely to allow Shavlik to continue to use, distribute, copy, sublicense, and produce the Product with the Non-product Marks embedded.

2.2 Liabilities . Shavlik will not assume, agree to pay, perform or discharge or in any way be responsible for any debts (including interest and/or penalties thereon), liabilities or obligations of SBS of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, choate or inchoate, liquidated or unliquidated, or secured or unsecured (the "Excluded Liabilities"), except that Shavlik will assume and agrees to pay, perform and discharge the following from and after the Closing Date (the "Assumed Liabilities"): obligations and liabilities relating to or arising under the Assumed Contracts after the Closing Date, other than (i) any liability or obligation to the extent relating to or arising from any breach, or event, circumstance or condition that with notice, lapse of time or both would constitute or result in a breach, by SBS prior to the Closing Date of any of its obligations thereunder, (ii) any warranty claims of customers relating to sales of the Product prior to the Closing Date, and (iii) any obligation to indemnify customers relating to the Inquiry (defined in Section 7.2.5). For the purposes of this Agreement, "Assumed Contracts" shall mean (a) any customer or end user license agreements that SBS has entered into for the Product that are listed on Schedule 2.2 or otherwise created in the ordinary course of business in connection with SBS’ acceptance and fulfillment of orders for the Product (standard end user license agreements listed on Schedule 2.2 which are created via shrink wrap or click wrap customer acknowledgment mechanisms relating to acceptance or installation and use of the Product); (b) any customer or end user license agreements that are not listed on Schedule 2.2 that Shavlik, in its sole discretion, assumes after the Closing Date; (c) contracts and agreements with Channel Partners that are listed on Schedule 2.2; and (d) contracts and agreements with Channel Partners that are not listed on Schedule 2.2 that Shavlik, in its sole discretion, assumes after the Closing Date. A list of all present customers comprising the Customer Base, all present Channel Partners, and all known potential customers ("Leads") as of December 31, 2006 will be delivered to Shavlik within three (3) business days of the Effective Date, and an updated list of all known Leads as of the Closing Date will be delivered to Shavlik within three (3) business days of the Closing Date. Copies of any documents or records relating to such Customer and Channel Relationships (along with originals of contracts, if available) will be delivered to Shavlik within three (3) business days of the Effective Date, and updated copies will be delivered to Shavlik within three (3) business days of the Closing Date. SBS shall further deliver to Shavlik all data about the Customer Base that SBS maintains in its customer relationship database within three (3) business days of the Effective Date, and an updated copy of such data within three (3) business days of the Closing Date. While SBS represents that this information is the same information that it has accumulated and maintained in the ordinary course of its business in connection with development, distribution and support of the Product, SBS makes no warranty as to the completeness or accuracy of such information or data except as expressly set forth herein.

ARTICLE 3

LICENSES.

3.1 Right to Grant License to Hitachisoft . As of the Closing Date, Shavlik grants SBS an exclusive, non-assignable royalty-free source code license (which license shall expire one year from the Closing Date) to the Product solely to grant to Hitachisoft a perpetual sublicense to localize and use the Product for Hitachisoft’s internal purposes only (supporting Hitachisoft’s customers in connection with provisioning them with updates and patches for its software products). SBS shall retain any sublicense fees paid by Hitachisoft under any such sublicense. SBS shall have no right to make, use or distribute the Product or derivative works based on the Product independent of what my be required under such sublicense with Hitachisoft or as otherwise provided herein.

3.2 Right to Use HFNetChkPro Plus . As of the Closing Date, Shavlik grants to SBS a royalty-free, non-exclusive, perpetual license to use Shavlik’s HFNetChkPro Plus software application for up to

1,000 users for SBS internal purposes only pursuant to the terms of Shavlik’s standard End User License Agreement. SBS shall be entitled to receive three (3) years of maintenance and data access services from Shavlik under the terms of Shavlik’s standard Support Services Agreement. Thereafter, SBS may renew its Support Services Agreement with Shavlik under terms set forth therein at Shavlik’s standard published rates for comparably sized licenses. SBS will provide to Shavlik a public endorsement in form reasonably acceptable to SBS indicating that SBS uses HFNetChkPro Plus for its internal "Active Vulnerability Management" needs.

3.3 US Bankruptcy Code . The licenses hereunder are and will be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. Notwithstanding any contrary provision in this Agreement, the parties agree that SBS, as a licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, however, nothing herein will be deemed to constitute a present exercise of such rights and elections.

ARTICLE 4.

SUPPORT AND TRAINING

4.1 Support . SBS is responsible for supporting the Product and the Customer Base from the Effective Date through the Closing Date at no cost to Shavlik . SBS shall continue to operate the business related to the Product and Customer Base, and to support the Product and Customer Base, in the same manner that it provided such support in the year prior to the Effective Date; provided, however, that SBS shall not offer to any new customers a maintenance contract with a term of over two (2) years from the period from the Effective Date to the Closing Date (without limiting SBS’ ability to renew existing maintenance contracts with terms in excess of two (2) years). Shavlik shall undertake, at its expense (except as provided below) all Product support activities and obligations, Effective upon the Closing Date, provided that:

4.1.1 SBS agrees not to involuntarily terminate the employment of at least one employee who has been involved in data base development and one employee who has been involved in technical support (the "Retained Employees") from the Closing Date through March 31, 2007 (the "Transition Period"). SBS shall use its best efforts to make the Retained Employees, (or in the event of a voluntary termination of any Retained Employee, a replacement development or tech support staff member), available to assist Shavlik and training Shavlik personnel with regard to supporting the Product and the Customer Base during the Transition Period. Shavlik will be responsible for travel related expenses relating to any training at Shavlik’s facilities. SBS shall be responsible for all other expenses related to such employment, including any retention bonuses or other costs of employment of the Retained Employees.

4.1.2 SBS agrees not to involuntarily terminate the employment of its employees other than the Retained Employees who have been involved in technical support and data base development for the Product ("Other Technical Support Employees") through February 16, 2007. SBS shall use its best efforts to make the Other Technical Support Employees available to assist Shavlik through February 16, 2007.

4.1.3 After the Closing Date, SBS shall provide links to Shavlik’s website for the Product on SBS’ website through 1Q2008. As of the Effective Date, SBS shall refer (via a communication mechanism to be mutually agreed upon) all Product inquiries to Shavlik. SBS shall further terminate any Product marketing efforts as of the Effective Date, to the extent terminable, or shall implement procedures for referring Product specific leads received by SBS after such date to Shavlik.

4.1.4 SBS shall be responsible for invoicing for license renewals during the Transition Period. Prior to the Closing Date, SBS shall invoice for renewals on SBS form invoices. From the Closing Date through the Transition Period, SBS shall invoice for renewals on Shavlik form invoices. SBS shall collect and be entitled to retain all renewal fees for all renewal invoices sent prior to the Closing Date (for 1Q2007 renewals). Each party will establish procedures for identifying and timely remitting to the other any renewal payments received that should have been paid to the other party.

4.1.5 SBS will continue to maintain and host the Product patch database and download for a reasonable period following the Closing Date to allow a smooth transition of the hosting of such database and download information to Shavlik.

4.2 Training . SBS shall provide, at no additional charge, up to 5 full days (8 hours per day) of training regarding sales and marketing, development, and technical support for the Product.

ARTICLE 5 .

CONSIDERATION

5.1 Purchase Price . In consideration of assignment of the Product, Customer Base and Channel Relationships, and the transition services to be provided by SBS: Shavlik shall assume the Assumed Liabilities and pay to SBS the following (the "Purchase Price"):

5.1.1 $100,000 as earnest money (the "Earnest Money") on the Effective Date; plus

5.1.2 $1,100,000 on the Closing Date; plus

5.1.3 If and only after Shavlik collects $1,200,000 in fees on accounts of maintenance renewals from the Customer Base which are invoiced by Shavlik from February 1, 2007 through January 31, 2008 ("Renewals), Shavlik shall begin to pay to SBS forty-five percent (45%) of fees related to Renewals collected thereafter ("Additional Renewal Fees"). Any sha