EMPLOYEE TRANSFER AGREEMENT

Exhibit 2.7

EMPLOYEE TRANSFER AGREEMENT

      This Employee Transfer Agreement (this “ Agreement ”) is entered into as of March 5, 2004, by and between Intellisync Corporation, a Delaware corporation (“ Intellisync ”), on the one hand, and SoftVision SRL, a Romanian corporation (“ SoftVision ”), and Laurentiu Russo, an individual (“ Mr. Russo ”), only with respect to Section 6.1 hereof in the case of Mr. Russo, on the other hand.

RECITALS

      A.  Intellisync desires to hire, and SoftVision desires to facilitate the transfer to Intellisync or a wholly owned Romanian subsidiary of Intellisync (“ Sub ”) of, certain employees of SoftVision, on the terms and subject to the conditions set forth in this Agreement.

      C.  The parties hereto desire to enter into certain other agreements in connection with the hire and transfer of certain employees of SoftVision as contemplated hereby.

AGREEMENT

      In consideration of the mutual agreements, representations, warranties and covenants set forth below, the parties hereto agree as follows:

1.     Definitions . Except as otherwise provided in this Agreement, as used in this Agreement, the following terms shall have thefollowing meanings:

      1.1  “ Business Day ” means a day other than a Saturday, Sunday or a day on which banking institutions in the State of California are authorized or obligated by law or executive order to close.

      1.2  “ Governmental Entity ” means any court, or any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality, including, without limitation, any tribunal or tax authority of the United States of America, any foreign country, or any state, county, municipality or other political subdivision thereof.

      1.3  “ knowledge ” shall mean, when used in reference to (i) any party to this Agreement that is an entity, the actual knowledge, after reasonable inquiry, of the directors, officers and key employees of such party (including Mr. Russo in the case of SoftVision), and (ii) any party to this Agreement that is an individual, the actual knowledge of such individual, after reasonable inquiry.

      1.4  “ Material Adverse Effect ” on a party shall mean any circumstance, change in, or effect on such party and its subsidiaries, taken as a whole, that is, or is reasonably likely in the future to be, materially adverse to the assets (including intangible assets), condition (financial or otherwise), property, business or results of operations of the party and its subsidiaries, taken as a whole, or on the ability of such party to perform its obligations hereunder, excluding any such circumstance, change or effect to the extent resulting from or arising in connection with (i)

changes or conditions generally affecting the industries or segments in which such party and its subsidiaries operate and not uniquely relating to such party or its subsidiaries, (ii) changes in general economic, market or political conditions, and (iii) compliance with the terms and conditions of this Agreement.

      2.1  On the Closing Date (as defined below):

             (a) all of the employees of SoftVision listed on Exhibit A attached hereto (the “ Transferred Employees ”) shall have executed employment agreements with Intellisync or Sub contingent only upon the Closing of the transactions contemplated by this Agreement (it being understood that in the event the condition to closing set forth in Section 7.3 is not satisfied and Intellisync nonetheless elects to waive such condition and proceed to Closing pursuant to Section 2.4 hereof, then this Section 2.1(a) shall, subject to Section 2.4 hereof, be deemed satisfied);

             (b) each employment agreement between SoftVision and any of the Transferred Employees shall have been terminated (it being understood that SoftVision shall remain fully responsible for all amounts owing to any Transferred Employee prior to or as a result of the termination of such person’s employment by SoftVision);

             (c) SoftVision shall have delivered to Intellisync or Sub all hardware (e.g., wireless hubs, firewalls, etc.), software, books, office equipment (e.g., white boards, speaker phones, test equipment/devices, etc.) and other personal property in its possession that was purchased by Intellisync for use by SoftVision employees, including, without limitation, the personal property listed on Exhibit C attached hereto (the “ Returned Property ”), it being understood that the Returned Property shall be accepted “as-is”; and

             (d) SoftVision shall have delivered to Intellisync or Sub the personnel files of each SoftVision employee that becomes a Transferred Employee.

      2.2  Excluded Liabilities .

             (a) In connection with the transactions contemplated by this Agreement, neither Intellisync nor Sub shall assume or have any responsibility or liability with respect to any obligation or liability of SoftVision, whether direct or indirect, known or unknown, accrued or not accrued, fixed or contingent (all of such obligations and liabilities not so assumed being herein called the “ SoftVision Excluded Liabilities ”). Without limiting the generality of the foregoing, the SoftVision Excluded Liabilities shall include, without limitation, all liabilities, claims or other obligations of SoftVision to any SoftVision employee (irrespective of whether he or she becomes a Transferred Employee), any former employee of SoftVision or any consultants of SoftVision for the period prior to the Closing Date, including, without limitation, insurance, workers’ compensation, and holiday, vacation, sick, regular and severance pay.

             (b) In connection with the transactions contemplated by this Agreement, SoftVision shall not assume or have any responsibility or liability with respect to any obligation

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or liability of Intellisync or Sub, whether direct or indirect, known or unknown, accrued or not accrued, fixed or contingent (all of such obligations and liabilities not so assumed being herein called the “ Intellisync Excluded Liabilities ”). Without limiting the generality of the foregoing, the Intellisync Excluded Liabilities shall include, without limitation, all liabilities, claims or other obligations of Intellisync to any Transferred Employee for any period beginning after the Closing Date, including, without limitation, insurance, workers’ compensation, and holiday, vacation, sick, regular and severance pay.

      2.3  Purchase Price . In consideration of SoftVision’s transfer of the Transferred Employees to Intellisync or Sub, and for the other agreements contained herein, Intellisync shall, subject to Section 2.4 below, pay to SoftVision Six Hundred Seventy-Five Thousand U.S. Dollars ($675,000) in cash (the “ Purchase Price ”), in the following installments (without interest):

             (a) $162,000 shall be paid upon the parties’ execution of this Agreement (which amount shall promptly be refunded to Intellisync in full, without interest, only if SoftVision fails to meet the conditions set forth in Sections 7.1 and 7.3 hereof on or prior to June 30, 2004);

             (b) $162,000 shall be paid on the Closing Date;

             (c) $176,000 shall be paid 30 days following the Closing Date (plus interest at the rate of 10% for each 30-day period after the due date that such payment is late, prorated for any late period of less than 30 days); and

             (d) $175,000 shall be paid 60 days following the Closing Date (plus interest at the rate of 10% for each 30-day period after the due date that such payment is late, prorated for any late period of less than 30 days).

      2.4  Purchase Price Adjustment . In the event SoftVision fails to satisfy the condition to closing set forth in Section 7.3 hereof and Intellisync nonetheless elects to waive such condition and proceed to Closing, the Purchase Price shall be reduced to the amount determined by multiplying (A) the Purchase Price by (B) a fraction, the numerator of which is the number of SoftVision employees that have accepted employment by Intellisync or Sub contingent only upon the Closing and the denominator of which is 90. In such event, the installments of the Purchase Price payable pursuant to clauses (b), (c) and (d) of Section 2.3 above shall be proportionately reduced so that the sum of all payments made pursuant to Section 2.3 does not exceed the Purchase Price as adjusted pursuant to this Section 2.4.

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      SoftVision represents and warrants to Intellisync that the statements made in this Section 4 are true and correct on the date hereof and as of the Closing Date.

      4.1  Organization and Authority . SoftVision is a corporation duly organized, validly existing and in good standing in the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to do so, except where the failure to so qualify would not have a Material Adverse Effect on SoftVision, and (iii) has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

      4.2  Due Authorization; Binding Agreement . The execution and delivery by SoftVision of this Agreement and the performance by SoftVision of its obligations hereunder and the consummation of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of SoftVision and its stockholders. This Agreement has been duly and validly executed and delivered by SoftVision and constitutes the legal, valid and binding obligation of SoftVision enforceable against SoftVision in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity).

      4.3  No Conflicts . Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will, with or without the passage of time or the delivery of notice or both, (i) conflict with, violate or result in any breach of the terms, conditions or provisions of the organizational documents of SoftVision, (ii) conflict with or result in a violation or breach of, or constitute a default or require 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 SoftVision is a party or by which SoftVision or by which any properties or assets of SoftVision may be bound, or (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to SoftVision or by which any properties or assets of SoftVision may be bound. To the knowledge of SoftVision, there is neither any statute, ordinance or law applicable to SoftVision or its employees nor any event or circumstance that has occurred or could reasonably be expected to occur that would prevent or hinder the ability of Intellisync to employ the SoftVision employees as contemplated by this Agreement.

      4.4  Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with or notice to any Governmental Entity or any other person is required to be obtained or modified by SoftVision in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

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      4.5  Litigation . There is no action, order, writ, injunction or decree outstanding or claim, suit, litigation, proceeding (including, without limitation, arbitrations and alternative dispute resolution proceedings) or investigation (any of which, an “ Action ”) pending or, to SoftVision’s knowledge, threatened that challenges the validity of this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, at law or in equity, by or before any court, arbitrator or Governmental Entity and, to SoftVision’s knowledge, there is no reasonable basis for any such Action.

      Intellisync represents and warrants to SoftVision that the statements contained in this Section 5 are true and correct on the date hereof and as of the Closing Date.

      5.1  Organization . Intellisync is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to do so, except where the failure to so qualify would not have a Material Adverse Effect on Intellisync, and (ii) has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

      5.2  Due Authorization; Binding Agreement . The execution and delivery by Intellisync of this Agreement and the performance by Intellisync of its obligations hereunder and the consummation of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of Intellisync. This Agreement has been duly and validly executed and delivered by Intellisync and constitutes legal, valid and binding obligations of Intellisync enforceable against Intellisync in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity).

      5.3  No Conflicts . Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will, with or without the passage of time or the delivery of notice or both, (i) conflict with, violate or result in any breach of the terms, conditions or provisions of the organizational documents of Intellisync, (ii) conflict with or result in a violation or breach of, or constitute a default or require 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 Intellisync is a party or by which Intellisync or by which any properties or assets of Intellisync may be bound, or (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Intellisync or by which any properties or assets of Intellisync may be bound.

      5.4  Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with or notice to any Governmental Entity or any other person is

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required to be obtained or modified by Intellisync in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

      5.5  Litigation . There is no Action pending or, to Intellisync’s knowledge, threatened that challenges the validity of this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, at law or in equity, by or before any court, arbitrator or Governmental Entity and, to Intellisync’s knowledge, there is no reasonable basis for any such Action.

      5.6  Formation of Sub . Prior to the Closing Date, Sub shall be formed by Intellisync solely for the purpose of engaging in the transactions contemplated by this Agreement, will not have engaged in any other business activities and will have conducted its operations only as contemplated by this Agreement. Prior to the Closing Date, Sub will not have any liabilities and, except for a subscription agreement pursuant to which all of its authorized capital stock will be issued to Intellisync, will not be a party to any agreement other than agreements with respect to the appointment of registered agents and similar matters.

      6.1  Transitional Services . For a period of 30 days following the Closing Date, Mr. Russo shall be available, upon the request of Intellisync on an as-needed basis, to serve as a consultant to Intellisync for the purpose of assisting in the management and integration of the Transferred Employees; provided , however , that Mr. Russo’s total time commitment during this initial 30-day period shall not exceed 60 hours. Thereafter, if so mutually agreed by the parties, Mr. Russo may continue to provide such consulting services to Intellisync (with the actual term to be mutually agreed). In consideration of these services, Mr. Russo shall be entitled to receive $12,500 per month, which amount shall be pro rated for any periods during which Mr. Russo provides less than 40 hours of service per week.

      6.2  No-Hire; No Solicitation .

                     (a) During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, neither SoftVision nor any officer, director, employee, representative or agent of SoftVision (or any of their respective affiliates) shall employ, hire, engage or be associated with, or endeavor to entice away from Intellisync or Sub, any employee of Intellisync or Sub (including, without limitation, the Transferred Employees), unless otherwise expressly agreed to in writing. SoftVision agrees that the damages that Intellisync or Sub may incur if SoftVision breaches this Section 6.2(a) will be substantial, but difficult to ascertain. SoftVision therefore agrees that if SoftVision breaches this Section 6.2(a) that SoftVision will pay Intellisync or Sub, as liquidated damages and not as a penalty, the sum of Fifty Thousand Dollars ($50,000).

                     (b) During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, neither SoftVision nor any officer, director, employee, representative or agent of SoftVision (or any of their respective affiliates) shall solicit or request

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any employee of Intellisync or Sub (including, without limitation, the Transferred Employees) to leave the employ of or terminate such person’s relationship with Intellisync and/or Sub, unless otherwise expressly agreed to in writing. SoftVision agrees that the damages that Intellisync or Sub may incur if SoftVision breaches this Section 6.2(b) will be substantial, but difficult to ascertain. SoftVision therefore agrees that if SoftVision breaches this Section 6.2(b) that SoftVision will pay Intellisync or Sub, as liquidated damages and not as a penalty, the sum of Fifty Thousand Dollars ($50,000).

                     (c) Except for the Transferred Employees, during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Intellisync, Sub and their respective officers, directors, employees, representatives, agents or affiliates shall not employ, hire, engage or be associated with, or endeavor to entice away from SoftVision, any employee of SoftVision, unless otherwise expressly agreed to in writing. Intellisync and Sub agree that the damages that SoftVision may incur if Intellisync or Sub breach this Section 6.2(c) will be substantial, but difficult to ascertain. Intellisync and Sub therefore agree that if Intellisync or Sub breach this Section 6.2(c) that Intellisync or Sub will pay SoftVision, as liquidated damages and not as a penalty, the sum of Fifty Thousand Dollars ($50,000).

                     (d) Except for the Transferred Employees, during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Intellisync, Sub and their respective officers, directors, employees, representatives, agents or affiliates shall not solicit or request any employee of SoftVision to leave the employ of or terminate such person’s relationship with SoftVision, unless otherwise expressly agreed to in writing. Intellisync and Sub agree that the damages that SoftVision may incur if Intellisync or Sub breach this Section 6.2(d) will be substantial, but difficult to ascertain. Intellisync and Sub therefore agree that if Intellisync or Sub breach this Section 6.2(d) that Intellisync or Sub will pay SoftVision, as liquidated damages and not as a penalty, the sum of Fifty Thousand Dollars ($50,000).

      6.3  Hiring of Transferred Employees .

             (a) As soon as practicable after the date of this Agreement: (i) Intellisync and SoftVision shall mutually agree upon the timing and method of contacting the SoftVision employees (including the form of any written communications) regarding the transactions contemplated by this Agreement and their opportunity to accept employment with Sub following the Closing in accordance with this Agreement; and (ii) Intellisync shall provide SoftVision a copy of the form of employment offer letter that will be utilized by Intellisync or Sub in connection with the hiring of SoftVision employees as contemplated hereby. Subject to the procedures established pursuant to the immediately preceding sentence, Intellisync and Sub shall have the right, prior to the Closing, to contact the SoftVision employees for the purpose of making offers of employment with Sub effective as of the Closing and receiving written acceptances of such employment (in each case contingent upon the occurrence of the Closing and the consummation of the transactions contemplated by this Agreement); provided , however , that the terms