SiVault Systems, Inc.
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b402761ex_10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

                                      AMONG



                             SIVAULT SYSTEMS, INC.,



                               VIAQUO CORPORATION



                                       AND



                               CARR & FERRELL LLP
                        IN ITS CAPACITY AS ESCROW HOLDER
                    SOLELY WITH RESPECT TO SECTION 10 HEREOF



                          DATED AS OF NOVEMBER 30, 2004

<PAGE>


                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS


         THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this "Agreement"),
dated as of November 30, 2004 (the "Effective Date"), is entered into by and
among SiVault Systems, Inc. ("Buyer"), a Nevada corporation with offices at 2665
North First Street, Suite 300, San Jose, California 95134, Viaquo Corporation, a
Delaware corporation with a principal place of business at 2665 North First
Street, Suite 300, San Jose, California 95134 ("Seller"), and, solely with
respect to Section 10 hereof, Carr & Ferrell LLP, a limited liability
partnership with offices at 2200 Geng Road, Palo Alto, California 94303 ("Escrow
Holder").

                                    RECITALS

         A. Seller is engaged in the business of developing and distributing
certain security software for the protection of information and data.

         B. Seller desires to sell, and Buyer desires to purchase, substantially
all of the assets of Seller related to that division of Seller's business known
as the ViaSeal Access Control Business (as defined below), for the consideration
and on the terms set forth in this Agreement.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, the parties agree as follows:

                                    AGREEMENT

1.       Definitions. For purposes of this Agreement, the following terms have
the meanings set forth in this Section 1.

         1.1. "Assets" means:

            (a) The tangible and intangible assets set forth on Schedule 1
         attached hereto;

            (b) All of the Intellectual Property Rights (as defined below) owned
         and used by Seller in the ViaSeal Access Control Business as such
         business was conducted by Seller prior to the Effective Date (the
         "ViaSeal Intellectual Property Rights"); and

            (c) All goodwill associated with the foregoing assets.

         1.2. "Books and Records" means all files, documents, instruments,
      papers, books and records.

         1.3. "Closing" means the closing of the sale and transfer of the Assets
      from Seller to Buyer.

         1.4. "Closing Date" means November 30, 2004, or such other date as
      Buyer and Seller may agree in writing.

                                       1
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         1.5. "Copyrights" means all worldwide copyright rights (including
      common law rights), including rights to reproduce, and all registrations
      and applications for registrations therefor.

         1.6. "Encumbrance" means any mortgage, lien, pledge, encumbrance,
      claim, condition or restriction, of any nature whatsoever, direct or
      indirect, whether accrued, absolute, contingent or otherwise.

         1.7. "Excluded Assets" means all the assets and properties of Seller
      that are not included in the Assets (as defined above).

         1.8. "Indemnified Person" means either a Buyer Indemnified Person (as
      defined in Section 11 below) or a Seller Indemnified Person (as defined in
      Section 11 below), as the case may be.

         1.9. "Intellectual Property Rights" means all Copyrights, know-how,
      Trade Secrets, Patent Rights, Trademarks and other intellectual property
      rights, including without limitation, all inventions, enhancements,
      processes, manufacturing or marketing procedures, formulae, software,
      drawings, patterns, vendors lists, customer lists, customer files and
      customer records.

         1.10. "Legal Proceeding" means any claim, action, suit, litigation,
      arbitration proceeding (including any civil, criminal, administrative,
      investigative or appellate proceeding), hearing, inquiry, audit,
      examination or investigation commenced, brought, conducted or heard by or
      before, or otherwise involving any court or other governmental body or any
      third party arbitrator or arbitration panel

         1.11. "Material Adverse Effect" means any change, circumstance,
      condition or event that has a material adverse effect on (i) the ViaSeal
      Access Control Business or the Assets or (ii) Seller's ability to perform
      its obligations under this Agreement and the other Seller Transaction
      Documents; provided, however, that no such change, circumstance, condition
      or event shall constitute a Material Adverse Effect if such change,
      circumstance, condition or event (x) generally affects the security
      software industry or the local or national economy, (y) is caused by
      fluctuations in general market conditions, political environment or
      economic outlooks or (z) is caused directly by Buyer.

         1.12. "Patent Applications" means any patent application in the United
      States or any other country described in Schedule 4 hereto and any
      division, continuation, or continuation-in-part thereof.

         1.13. "Patent Rights" means all worldwide issued or pending United
      States and foreign patents, and all registrations, and applications
      (including, without limitation, the Patent Applications, as defined above)
      for registration thereof (including all reissues, Divisions,
      continuations, continuations-in-part, renewals and extensions thereof).

         1.14. "Person" means any individual, partnership, corporation, business
      trust, limited liability company or partnership, joint stock company,
      trust, unincorporated association, joint venture or entity, or
      governmental body.

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         1.15. "Seller Employees" means any individual employed by Seller or any
      of its affiliates (if any) including the Seller Transferring Employees.

         1.16. "Seller Transferring Employees" means any Seller Employees listed
      on Schedule 3 attached hereto that may be transferring to Buyer pursuant
      to the terms of this Agreement.

         1.17. "Taxes" means any federal, state, local or foreign net income,
      alternative or add-on minimum, gross income, gross receipts, sales, use,
      value-added, ad valorem, franchise, capital stock, license, withholding,
      payroll, employment, excise, severance, stamp, property, environmental or
      windfall property tax, customs duty or other tax, governmental fee or
      other like assessment or charge of any kind whatsoever, together with any
      interest or any penalty, additional tax or additional amount imposed by
      any governmental authority (domestic or foreign) responsible for the
      imposition of any such tax.

         1.18. "Trade Secrets" means all worldwide trade secrets and
      confidential business information that has economic value as a result of
      not being known to others.

         1.19. "Trademarks" means all worldwide trademarks, common law
      trademarks, trade names, service marks, logos, domain names or names,
      common law service marks and service names, together with all
      registrations and applications for registration therefor, including,
      without limitation, the Trademarks listed on Schedule 1 attached hereto.

         1.20. "ViaSeal Access Control Business" means that certain portion of
      Seller's business relating to development, marketing, distribution and
      sale of the ViaSeal Software.

         1.21. "ViaSeal Software" means Versions 2.0 and 2.1 of Seller's
      internet-based access permissioning software program for information
      security control and management known as "ViaSeal."

      2. Purchase of Assets; Consideration.

         2.1. Sale and Purchase. Subject to the terms and conditions set forth
      in this Agreement, on the Closing Date, Seller shall sell, convey, assign,
      transfer and deliver to Buyer, free and clear of all Encumbrances, and
      Buyer shall purchase and obligate to pay for, all of Seller's right, title
      and interest in and to and under all the Assets, but not any Excluded
      Assets.

         2.2. Consideration; Purchase Price Shares.

            (a) Subject to the terms and conditions set forth in this Agreement,
         in consideration of the Assets Buyer will issue to Seller a total of
         three million fifty thousand (3,050,000) shares (the "Purchase Price
         Shares") of Buyer's common stock, par value $.001 per share ("Common
         Stock"). Seven hundred fifty thousand (750,000) of the Purchase Price
         Shares will be issued and delivered to Seller on the Closing Date with
         the remaining two million three hundred thousand (2,300,000) of the
         Purchase Price Shares to be held in escrow pursuant to provisions of
         Section 10 hereunder (such number of Purchase Price Shares held in
         escrow shall be referred to hereinafter as the "Escrow Shares").

                                       3
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            (b) The Purchase Price Shares shall be subject to certain
         registration rights as set forth in the Registration Rights Agreement
         of even date herewith attached hereto as Exhibit C (the "Registration
         Rights Agreement"). In the event that the Purchase Price Shares have
         not been registered pursuant to a registration statement filed with and
         declared effective by the Securities and Exchange Commission within the
         6-month period following the Closing Date, Buyer shall issue Seller an
         additional 40,000 shares of its Common Stock (collectively the
         "Additional Shares") at the end of each month following such 6-month
         period in which the Purchase Price Shares have failed to be so
         registered.

            (c) Any Additional Shares shall be considered as Purchase Price
         Shares for all purposes of this Agreement.

         2.3. Assumed and Excluded Liabilities.

            (a) Subject to and in accordance with the provisions of Section 9.4,
         Buyer shall assume, as of the Closing Date, the accrued vacation
         obligations with respect to the Seller Transferring Employees, which
         obligations are specifically identified on Schedule 2 attached hereto
         (the "Assumed Liabilities").

            (b) Except for the Assumed Liabilities, Buyer will not assume or
         perform any liabilities or obligations of Seller. Except for the
         Assumed Liabilities, Seller will absolutely and irrevocably retain and
         be solely responsible for any and all liabilities and obligations of
         any kind or nature, whether foreseen or unforeseen, known or unknown,
         existing or which may arise in the future, fixed or contingent, matured
         or unmatured of Seller arising out of the Seller's ownership, use or
         possession of the Assets or Seller's conduct of the ViaSeal Access
         Control Business, including, without limitation, the following (with
         all of the items in this Section 2.3(b) to be collectively the
         "Excluded Liabilities"):

               (i) all of Seller 's accounts payable attributed to the period
            prior to the Closing Date;

               (ii) except for the Assumed Liabilities, any liability to any
            Seller Employee including, without limitation, any liabilities or
            obligations under employee benefits or compensation arrangements
            arising from the employment of the Seller Transferring Employees as
            of and prior to their terminations of employment with Seller;

               (iii) any workers' compensation claims which relate to events
            before the Closing Date;

               (iv) any liability for Taxes (including Taxes that arise as a
            result of the purchase and sale of the Assets) of Seller for periods
            ending before the Closing Date; and

               (v) any liability for inter-company obligations among the ViaSeal
            Access Control Business and Seller or any other affiliate of the
            Seller.

            2.4. Sales and Other Taxes. Seller agrees to pay and discharge when
         due, any sales, use, transfer, excise and other like taxes imposed or
         levied by any government or governmental agency in the United States by
         reason of the sale and transfer of the Assets under this Agreement
         (collectively, the "Transfer Taxes"). The parties shall cooperate with
         each other to the extent reasonably requested and legally permitted to
         minimize the Transfer Taxes.

                                       4
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            2.5. Purchase Price Allocation. Seller and Buyer agree that the
         gross purchase price shall be allocated among the Assets in a
         reasonable manner consistent with Section 1060 of the Internal Revenue
         Code of 1986, as amended, and the Treasury regulations thereunder (and
         any similar provision of state, local or foreign law, as appropriate),
         and Exhibit D (the "Allocation"), which Allocation shall include an
         allocation of $5,000 to the reasonable value of tangible property used
         to transfer intangible property from Seller to Buyer in accordance with
         California Revenue and Taxation Code Section 6012(c)(10). Seller and
         Buyer agree to file all Tax returns in a manner consistent with this
         Section 2.5 and the Allocation and will not, in connection with the
         filing of such Tax returns, make any allocation that is contrary to the
         Allocation unless required to do so by applicable law and after prior
         written notice thereof to the other party. Seller and Buyer agree to
         consult with each other with respect to all issues related to the
         Allocation in connection with any Tax audits, controversies, or
         litigation.

         3. Representations and Warranties of Seller. Except as disclosed in
      Seller's Disclosure Schedule attached hereto as Exhibit A ("Seller's
      Disclosure Schedule") (which shall be arranged in sections and subsections
      corresponding to the numbered sections of this Agreement and apply to the
      representations and warranties of the corresponding section of this
      Agreement), Seller hereby represents and warrants to Buyer that as of the
      Effective Date:

            3.1. Organization and Good Standing. Seller is a corporation duly
         organized, validly existing and in good standing under the laws of
         Delaware, and has the requisite corporate power to own and operate its
         properties and assets, and to carry on its business as presently
         conducted. Seller is qualified to do business in every jurisdiction for
         which qualification is required unless the absence of qualification
         would not have a Material Adverse Effect.

            3.2. Authority; Consents and Approvals. Seller has all necessary
         corporate power and authority to execute, deliver and perform its
         obligations under this Agreement and to consummate the transactions
         contemplated hereby, and such actions have been duly authorized by all
         necessary corporate actions. This Agreement, and the agreements,
         certificates, instruments and other documents to be delivered by the
         Seller in connection with this Agreement (collectively with this
         Agreement, the "Seller Transaction Documents"), have been duly executed
         and delivered by Seller and constitute the legal, valid and binding
         obligations of Seller enforceable against Seller in accordance with
         their terms (i) subject to laws of general application relating to
         bankruptcy, insolvency, reorganization, moratorium, fraudulent
         conveyance and other similar laws of general application affecting
         enforcement of creditors' rights generally, and (ii) except that the
         availability of the remedy of specific performance or injunctive or
         other forms of equitable relief may be subject to equitable defenses
         and would be subject to the discretion of the court before which any
         proceeding thereof may be brought. Except for any filings which may be
         required under applicable state or federal securities laws, no consent,
         approval or authorization of or designation, declaration or filing with
         any governmental authority on the part of Seller is required in
         connection with the valid execution, delivery and performance by Seller
         of the Seller Transaction Documents, and the consummation by Seller of
         the transactions contemplated thereby.

                                       5
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            3.3. No Breach or Violation. The execution, delivery and performance
         of the Seller Transaction Documents by Seller, and the consummation by
         Seller of the transactions contemplated thereby, will not result in or
         constitute any of the following: (i) a material default, breach or
         violation or an event that, with notice or lapse of time or both, would
         be a material default, breach or violation of the charter documents of
         Seller; (ii) the creation of any material mortgage, pledge, lien,
         encumbrance or charge upon any of the Assets; and (iii) the material
         violation of any applicable law, ordinance, rule, regulation, judgment,
         permit, order or decree of any court or other governmental body,
         department, instrumentality, agency or subdivision having, asserting or
         claiming jurisdiction over any of the Assets, except where such
         default, breach, violation, lien, encumbrance or acceleration would not
         reasonably be expected to have a Material Adverse Effect.

            3.4. Title to Assets. Seller has good valid title to (or in the case
         of leased Assets, valid and enforceable leasehold interests in) all of
         the Assets, free and clear of Encumbrances. Seller has full right and
         power to sell, convey, assign, transfer and deliver to Buyer all of
         Seller's title, rights and interest in and to the Assets free and clear
         of Encumbrances.

            3.5. Original Work. The Copyrights included in the Assets are
         original works of authorship created solely by Seller and its employees
         or were created by third parties who assigned ownership of their rights
         to Seller pursuant to valid and enforceable agreements. To Seller's
         knowledge, any and all ViaSeal Intellectual Property Rights do not
         infringe any Intellectual Property Rights of any third party. To
         Seller's knowledge, Seller Employees did not create all or any part of
         the ViaSeal Intellectual Property Rights that constitute Assets during
         the course of any employment relationship with any Person or entity
         other than Seller.

            3.6. Confidentiality. Seller has taken reasonable steps to maintain
         in confidence the Trade Secrets included in the Assets. Except as
         provided in Seller's Disclosure Schedule, Seller has granted no
         licenses to source code that constitutes Assets.

            3.7. Intellectual Property Rights.

               (a) Description. Schedule 1 lists all Intellectual Property
            Rights owned by Seller (both domestic and foreign) and used by
            Seller in the ViaSeal Access Control Business, and all licenses,
            sublicenses or other agreements pertaining to any Intellectual
            Property Rights to which Seller is a party and used in or by the
            ViaSeal Access Control Business within the past 3 years. Each of the
            Patent Applications has been filed with the U.S. Patent and
            Trademark Office or other appropriate office in the applicable
            jurisdiction and is a current active application pending review by
            such office.

               (b) Title. Seller collectively owns all right, title and interest
            in and to, or is licensed or otherwise possesses a valid and
            enforceable right to use, all the ViaSeal Intellectual Property
            Rights that constitute Assets, except to the extent that failure to
            have such rights would not reasonably be expected to have a Material
            Adverse Effect. Seller has full right and power to sell, convey,
            assign, transfer and deliver to Buyer all of Seller's title, rights
            and interest in and to such Assets free and clear of Encumbrances,
            except to the extent that failure to have such right and power would
            not reasonably be expected to have a Material Adverse Effect.

                                       6
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            (c) No Third Party Claims. Except as set forth on Seller's
         Disclosure Schedule, no claims have been asserted against Seller or any
         licensee of Seller, and no claims are pending against Seller or any
         licensee of Seller, by any Person (i) regarding Seller's or such
         licensee's use of any of the ViaSeal Intellectual Property Rights that
         constitute Assets; or (ii) regarding infringement of such Person's
         rights (including, without limitation, Intellectual Property Rights)
         resulting from the operation of the business of the ViaSeal Access
         Control Business as such business was conducted by Seller prior to the
         Effective Date. There is no reasonable basis for any such asserted or
         pending claims of the type specified in the immediately preceding
         sentence which would have a Material Adverse Effect.

            (d) Third Party Rights. Other than agreements entered into in the
         ordinary course of business and which are listed on Seller's Disclosure
         Schedule, Seller is not a party to any agreement pursuant to which any
         third party has any right to manufacture, reproduce, distribute, market
         or exploit any of the ViaSeal Intellectual Property Rights or any
         adaptations, translations, or derivative works based on the ViaSeal
         Intellectual Property Rights or any portion thereof.

            (e) Employees. No Seller Employee is in violation of any material
         term of any employment contract, patent disclosure agreement,
         confidentiality, noncompetition and/or non-solicitation agreement or
         any other contract or agreement with Seller or any affiliate of Seller
         or, to Seller's knowledge, any former employer of such employee with
         respect to the ViaSeal Intellectual Property Rights.

         3.8. Errors; Product Liability. Seller has delivered, or will prior to
      the Closing deliver, to Buyer a descriptive list of unresolved errors
      (including without limitation "bugs") and unresolved non-conformities to
      specification in the Assets that constitute source code of which Seller is
      aware. No product liability claims related to the products of the ViaSeal
      Access Control Business have been communicated to or, to Seller's
      knowledge, threatened against Seller or its licensees, nor is there any
      specific situation, set of facts or occurrences that provides a reasonable
      basis for such claim that has been so communicated.

         3.9. Sufficiency of Assets. The Assets include all of the assets (other
      than the Excluded Assets) used by Seller to operate the ViaSeal Access
      Control Business as presently conducted by Seller. Except for the Excluded
      Assets, the Assets to be purchased and sold hereunder constitute all of
      the material tangible and intangible property used in the conduct of the
      ViaSeal Access Control Business as of the date of this Agreement.

         3.10. Litigation. There is no Legal Proceeding pending or, to Seller's
      knowledge, threatened (a) against or by Seller involving the Assets, or
      (b) which questions or challenges the validity of this Agreement or any
      action taken by Seller pursuant to this Agreement or in connection with
      the transactions contemplated hereby. Seller is not subject to any
      judgment, order or decree entered in any lawsuit or proceeding which has
      had or would reasonably be expected to have a Material Adverse Effect.

         3.11. Compliance with Laws. Seller is not in violation of any U.S.
      federal, state or local statute, law, rule or regulations with respect to
      the conduct of the business of the ViaSeal Access Control Business, except
      for such violations that would not reasonably be expected to have a
      Material Adverse Effect. Seller has not received any written notice from
      any Person regarding any actual or alleged violation of, or failure to
      comply with, any legal requirement in connection with the conduct of the
      business of the ViaSeal Access Control Business. Seller has obtained all
      governmental licenses, orders, approvals, and authorizations required in
      connection with the conduct of its business as it relates to the Assets,
      except where failure to obtain such licenses, orders, approvals or
      authorizations would not reasonably be expected to have a Material Adverse
      Effect.

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         3.12. Complete Copies of Materials. Seller has delivered to or made
      available for inspection by Buyer true and complete copies (or summaries)
      of each contract, agreement, license, lease and similar document included
      in the Assets.

         3.13. Environmental Matters. To Seller's knowledge, Seller has
      conducted and is conducting its business of the ViaSeal Access Control
      Business in compliance with all applicable substantive environmental laws.

         3.14. Employee Matters. Each Seller Transferring Employee is employed
      at will. The consummation of the purchase and sale transaction
      contemplated by this Agreement will not result in an obligation on Seller
      to pay severance, bonus compensation or other material benefit to any
      Seller Transferring Employee and will not result in the acceleration of
      the time of payment or vesting of any equity for Seller Transferring
      Employees.

         3.15. Taxes. With respect to any tax that is not an Excluded Liability
      (if any) or that by operation of law could become a liability of Buyer as
      transferee or successor to Seller, Seller has completed and timely filed
      all tax returns required to be filed by it and has paid all taxes that
      relate to the Assets that are due and payable. There is no claim pending
      for any tax that is an encumbrance or lien on the Assets and no audit of
      any tax return related to the Assets is being conducted by a taxing
      authority.

         3.16. No Brokers. Seller is not obligated for the payment of fees or
      expenses of any broker or finder in connection with the origin,
      negotiation or execution of this Agreement or in connection with the
      transfer of the Assets to Buyer.

         3.17. Customers and Suppliers. Seller has not received notice from, and
      to its knowledge is not otherwise aware that, (a) any customer (or, to
      Seller's knowledge, group of customers under common ownership or control)
      that accounted for at least 10% of the aggregate products of the ViaSeal
      Access Control Business purchased during the past 18 months has stopped or
      intends to stop purchasing the products or services of the ViaSeal Access
      Control Business, or (b) any supplier (or, to Seller's knowledge, group of
      suppliers under common ownership or control) that accounted for 10% of the
      aggregate cost of materials purchased by the ViaSeal Access Control
      Business during the past 18 months, has stopped or intends to stop
      supplying products or services to the ViaSeal Access Control Business.

         3.18. Investment-Related Representations and Warranties.

                                       8
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            (a) Seller is acquiring the Purchase Price Shares for investment for
         Seller's own account and not with the view to, or for resale in
         connection with, any distribution thereof. Seller is able to fend for
         itself in transactions such as the one contemplated by this Agreement,
         has such knowledge and experience in financial and business matters
         that it is capable of evaluating the merits and risks of its
         prospective investment in the Purchase Price Shares, and has the
         ability to bear the economic risks of such investment. Seller further
         represents that by reason of its business or financial experience or
         the business or financial experience of its professional advisors who
         are unaffiliated with Buyer and who are not compensated by Buyer, it
         has the capacity to protect its own interests in connection with the
         purchase of the Purchase Price Shares. Seller understands that the
         Purchase Price Shares have not been registered under the Securities Act
         of 1933, as amended (the "Securities Act"), by reason of a specific
         exemption from the registration provisions of the Securities Act which
         depends upon, among other things, the bona fide nature of the
         investment intent as expressed herein. Seller does not have any
         contract, undertaking, agreement or arrangement with any person to
         sell, transfer or grant participation to any third person with respect
         to any of the Purchase Price Shares. Seller understands and
         acknowledges that the offering of the Purchase Price Shares pursuant to
         this Agreement will not be registered under the Securities Act on the
         ground that the sale provided for in this Agreement and the issuance of
         securities hereunder is exempt from the registration requirements of
         the Securities Act.

            (b) Seller acknowledges that the Purchase Price Shares must be held
         indefinitely unless subsequently registered under the Securities Act or
         an exemption from such registration is available. Seller is aware of
         the provisions of Rule 144 promulgated pursuant to the Securities Act
         which permit limited resale of shares purchased in a private placement
         subject to the satisfaction of certain conditions. Seller covenants
         that, in the absence of an effective registration statement covering
         the Purchase Price Shares, Seller will sell, transfer, or otherwise
         dispose of the Purchase Price Shares only in a manner consistent with
         Seller's representations and covenants set forth in this Section 3.18.
         In connection therewith, Seller acknowledges that Buyer will make a
         notation on its stock books regarding the restrictions on transfers set
         forth in this Section 3.18 and will transfer securities on the books of
         Buyer only to the extent not inconsistent therewith.

            (c) Seller received and reviewed such information about Buyer and
         has had an opportunity to discuss Buyer's business, management and
         financial affairs with its management and to review the Buyer's
         facilities, and to conduct such investigation into the business and
         prospects of Buyer as Seller deems relevant, including receipt of the
         representations and warranties of Buyer under this Agreement. Seller
         accepts the responsibility for conducting such an investigation. To the
         extent Seller has not sought information regarding any particular
         matter, Seller hereby represents that it had no interest in doing so
         and that such matters are not material to it in connection with its
         investment.

            (d) Seller meets the suitability standards pursuant to Section
         25102(f) of the California Corporations Code.

            (e) Seller acknowledges that the transactions contemplated herein
         may have significant federal, state or other tax consequences upon
         Seller, and that no advice as to what such tax consequences may be has
         been given by Buyer. Seller has been advised to consult with its own
         tax advisors concerning its own particular tax consequences of the
         transactions contemplated herein.

                                       9
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         3.19. Full Disclosure. Seller has not withheld from Buyer any material
      facts or information relating to the Assets and/or the Assumed Liabilities
      that has been requested by Buyer. To the Seller's knowledge and belief,
      there are no facts which (individually or in the aggregate) materially
      adversely affect the Assets and/or the Assumed Liabilities that have not
      been set forth in the Agreement, the Exhibits and Schedules hereto or in
      other documents expressly delivered to Buyer or their attorneys or agents
      in connection herewith. None of the representations, warranties or
      statements made by Seller in any of the Seller Transaction Documents or
      made in any document, certificate, memorandum or exhibit furnished or to
      be furnished by Seller, or on its behalf, pursuant to this Agreement
      contains or will contain any untrue statement of a material fact or omits
      or will omit any material fact necessary in order to make the statements
      contained therein not misleading in light of the circumstances under which
      they were made.

      4. Representations and Warranties of Buyer. Except as disclosed in Buyer's
   Disclosure Schedule attached hereto as Exhibit B ("Buyer's Disclosure
   Schedule") (which shall be arranged in sections and subsections corresponding
   to the numbered sections of this Agreement and apply to the representations
   and warranties of the corresponding section of this Agreement), Buyer hereby
   represents and warrants to Seller that as of the Effective Date:

         4.1. Organization and Good Standing. Buyer is a corporation duly
      organized, validly existing and in good standing under the laws of Nevada
      and has the requisite corporate power to own and operate its properties
      and assets, and to carry on its business as presently conducted.

         4.2. Authority; Consents and Approvals. Buyer has all necessary
      corporate power and authority to execute, deliver and perform its
      obligations under this Agreement and the other Buyer Transaction Documents
      and to consummate the transactions contemplated hereby and thereby, and
      such action has been duly authorized by all necessary corporate action.
      This Agreement, and the agreements, certificates, instruments and other
      documents to be delivered by Buyer in connection with this Agreement
      (collectively with this Agreement, the "Buyer Transaction Documents"),
      have been duly executed and delivered by Buyer and constitute the legal,
      valid and binding obligations of Buyer enforceable against Buyer in
      accordance with their terms (i) subject to laws of general application
      relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent
      conveyance and other similar laws of general application affecting
      enforcement of creditors' rights generally, and (ii) except that the
      availability of the remedy of specific performance or injunctive or other
      forms of equitable relief may be subject to equitable defenses and would
      be subject to the discretion of the court before which any proceeding
      thereof may be brought. No consent, approval or authorization of or
      designation, declaration or filing with any third party or governmental
      authority on the part of Buyer is required in connection with the valid
      execution, delivery and performance by Buyer of the Buyer Transaction
      Documents and the consummation by Buyer of the transactions contemplated
      thereby. No vote of the holders of Common Stock is required to authorize
      the issuance of any Purchase Price Shares.

         4.3. No Breach or Violation. Buyer is not in violation of any term of
      its charter documents. The execution, delivery and performance of the
      Buyer Transaction Documents by Buyer, and the consummation by Buyer of the
      transactions contemplated thereby, will not result in or constitute any of
      the following: (i) a material default, breach or violation or an event
      that, with notice or lapse of time or both, would be a material default,
      breach or violation of the charter documents of Buyer or any material
      agreement, instrument or arrangement to which Buyer is a party or by which
      Buyer is bound, or (ii) the material violation of any applicable law,
      ordinance, rule, regulation, judgment, order or decree of any court or
      other governmental body, department, instrumentality, agency or
      subdivision having, asserting or claiming jurisdiction.

                                       10
<PAGE>

         4.4. Litigation. There is no Legal Proceeding pending or, to Buyer's
      knowledge, threatened (a) against or by Buyer, or (b) which questions or
      challenges the validity of this Agreement or any action taken by Buyer
      pursuant to this Agreement or in connection with the transactions
      contemplated hereby. Buyer is not subject to any judgment, order or decree
      entered in any Legal Proceeding which has had or would reasonably be
      likely to have a material adverse effect on its ability to consummate the
      transactions contemplated hereby or conduct its business as currently
      conducted or proposed to be conducted.

         4.5. No Brokers. Buyer is not obligated for the payment of fees or
      expenses of any broker or finder in connection with the origin,
      negotiation or execution of this Agreement or in connection with the
      transfer of the Assets to Buyer.

         4.6. Offering; Shares. Subject to the accuracy of Seller's
      representations in Section 3.18 hereof, the offer, sale and issuance of
      the Purchase Price Shares, constitute transactions exempt from the
      registration requirements of Section 5 of the Securities Act.

         4.7. Disclosure. Buyer has fully provided Seller with all the
      information that Seller have requested for deciding whether to acquire the
      Purchase Price Shares and all information that Buyer believes is
      reasonably necessary to enable Seller to make such a decision. No
      representation or warranty of Buyer contained in this Agreement and the
      exhibits and schedules attached hereto, or any certificate furnished or to
      be furnished to Seller at the Closing, contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material
      fact necessary in order to make the statements contained herein or therein
      not misleading in light of the circumstances under which they were made.

         4.8. Capitalization. The authorized capital stock of Buyer and the
      number of issued and outstanding shares of Buyer are as set forth in the
      Buyer's Disclosure Schedule. The Purchase Price Shares have been duly
      authorized and reserved for issuance and, upon issuance thereof in
      accordance with this Agreement, will be validly issued, fully paid and
      nonassessable. Except as set forth in the Buyer's Disclosure Schedule,
      Buyer has no existing options, warrants, calls, preemptive rights,
      subscriptions or other rights, convertible securities, agreements or
      commitments of any character obligating Buyer to issue, transfer or sell
      any shares of capital stock or other equity interest in Buyer or
      securities convertible into or exchangeable for such shares or equity
      interests. The Buyer's Disclosure Schedule lists all registration rights
      granted by Buyer with respect to shares of its capital stock.

         4.9. SEC Compliance; Financial Statements.

            (a) Except as set forth on Schedule 4.9(b), since January 1, 2004,
         all statements, reports, schedules, forms and other documents required
         to have been filed by Buyer (collectively, the "SEC Documents") with
         the Securities and Exchange Commission ("SEC") have been so filed on a
         timely basis (within applicable extension periods). As of the time it
         was filed with the SEC (or, if amended or superseded by a filing prior
         to the date of this Agreement, then on the date of such filing): (i)
         each of the SEC Documents complied in all material respects with the
         applicable requirements of the Securities Act or the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), (as applicable),
         including the provision of all statements and certifications required
         by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and (ii)
         none of the SEC Documents, at the time they were filed with the SEC,
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                                       11
<PAGE>

            (b) As of their respective dates, the financial statements
         (including any related notes) contained in the SEC Documents: (i)
         complied as to form in all material respects with the published rules
         and regulations of the SEC applicable thereto, including the
         Sarbanes-Oxley Act; (ii) were prepared in accordance with U.S.
         generally accepted accounting principles applied on a consistent basis
         during the periods covered (except as may be otherwise indicated in
         such financial statements or in the notes to such financial statements
         or, in the case of unaudited interim statements, as permitted by Form
         10-Q of the SEC, and except that the unaudited financial statements may
         not contain footnotes and are subject to normal and recurring year-end
         adjustments that will not, individually or in the aggregate, be
         material in amount); (iii) fairly present in all material respects the
         consolidated financial position of Buyer and its consolidated
         subsidiaries as of the respective dates thereof and the consolidated
         results of operations and cash flows of Buyer and its consolidated
         subsidiaries for the periods covered thereby; and (iv) were accompanied
         by true, correct and complete certifications required to be filed or
         submitted by the Company's chief executive officer and chief financial
         officer pursuant to and in compliance with the Sarbanes-Oxley Act.

            (c) To Buyer's knowledge, the Buyer has been and continues to be in
         compliance with all applicable provisions of the Sarbanes-Oxley Act.
         Buyer has not received any notice from the SEC regarding, and is not
         aware of, any investigation by the SEC with respect to Buyer or any of
         its SEC Documents.

         4.10. Condition of Tangible Assets. Buyer acknowledges and agrees that
      (i) all tangible personal property, including machinery and equipment,
      included in the Assets is delivered on an "as is, where is" basis, (ii)
      Seller has made no representation or warranty as to the condition of any
      such Asset, and (iii) Buyer purchases and accepts such Assets on that
      basis.

      5. Legend; Market Stand-Off.

         5.1. Seller hereby acknowledges and agrees that, until the registration
      statement contemplated by Section 2.2(b) is declared effective by the SEC,
      each certificate representing the Purchase Price Shares may be endorsed
      with the following legends:

            (a) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES
         LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
         AND RESALE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED
         OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
         WITH RESPECT TO THESE SECURITIES UNDER THE ACT OR APPLICABLE STATE
         SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
         THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
         ANY APPLICABLE STATE SECURITIES LAWS.

                                       12
<PAGE>

            (b) any legend required by the laws of the State of California,
         including any legend required by the California Department of
         Corporations or any other state securities laws.

            (c) Seller further acknowledges and agrees that, except as provided
         in the Registration Rights Agreement, Buyer need not register a
         transfer of legended Purchase Price Shares and may also instruct its
         transfer agent not to register the transfer of the Purchase Price
         Shares unless the conditions specified in each of the foregoing legends
         are satisfied. Any legend endorsed on a certificate as described herein
         and the stop transfer instructions with respect to such legended
         Purchase Price Shares shall be removed, and Buyer shall issue a
         certificate without such legend to the holder of such Purchase Price
         Shares if such Purchase Price Shares are registered under the
         Securities Act and a prospectus meeting the requirements of Section 10
         of the Securities Act is available or if such holder satisfies the
         requirements of Rule 144 promulgated thereunder.

         5.2. Seller agrees that in connection with any registration of the
      Purchase Price Shares Seller will not sell, make any short sale of, loan,
      pledge (or otherwise encumber or hypothecate), grant any option for the
      purchase of, or otherwise directly or indirectly dispose of any Purchase
      Price Shares without the prior written consent of Buyer until the
      expiration of the 6-month period following the Closing Date.

      6. Pre-Closing Covenants. Buyer and Seller each agree (except as expressly
   contemplated by this Agreement or to the extent that both parties shall
   otherwise consent in writing) that, unless specifically stated otherwise in
   this Section 6, until the Closing or the termination of this Agreement,
   whichever shall first occur:

         6.1. Access and Investigation by Buyer. Upon reasonable advance notice
      received from Buyer, Seller shall (a) afford Buyer and its representatives
      reasonable access, during regular business hours, to the employees and the
      Books and Records of the ViaSeal Access Control Business, subject to
      confidentiality obligations and provided that such access does not
      unreasonably interfere with the operations of Seller, and (b) furnish
      Buyer and its representatives with copies of all such Books and Records,
      and other existing data relating primarily to the ViaSeal Access Control
      Business as Buyer may reasonably request, subject to confidentiality
      obligations.

         6.2. Access and Investigation by Seller. Upon reasonable advance notice
      received from Seller, Buyer shall afford Seller and its representatives
      reasonable access, during regular business hours, to the Books and Records
      of Buyer, subject to confidentiality obligations and provided that such
      access does not unreasonably interfere with the operations of Buyer.

                                       13
<PAGE>

         6.3. Ordinary Course. Subject to the limitations set forth in Sections
      6.5 through 6.7 below, Seller shall use commercially reasonable efforts to
      conduct the business of the ViaSeal Access Control Business in the
      ordinary course consistent with past practices. Seller (i) will not sell,
      encumber, pledge, license or otherwise transfer or assign any of the
      Assets, including the ViaSeal Intellectual Property Rights or other
      related intangible assets, or enter into any agreements with respect to
      such a transaction, except in the ordinary course of business, and (ii) to
      the extent related to the Assets, will use commercially reasonable efforts
      to: preserve intact its business organization; preserve its relationships
      with its suppliers, customers and others with whom it deals in the ViaSeal
      Access Control Business; continue to develop the ViaSeal Access Control
      Business in the ordinary course; and keep available its present employees
      and consultants engaged in connection with the ViaSeal Access Control
      Business.

         6.4. Maintenance and Insurance. Seller will continue to carry its
      existing insurance (to the extent it relates to the ViaSeal Access Control
      Business and/or any of the Assets), subject to variations in amounts
      required by the ordinary operations of its business.

         6.5. Payment of Liabilities and Waiver of Claims. To the extent any of
      Seller's current liabilities, material rights, material claims, notes,
      loans and/or any other material obligations owed to Seller are materially
      related to the Assets and/or the ViaSeal Access Control Business, Seller
      shall not do, or agree to do, any of the following acts: (i) waive or
      compromise any material right or material claim; or (ii) cancel without
      full payment, any note, loan or other material obligation owing to Seller.

         6.6. Employees and Compensation. Seller shall not do, or agree to do,
      any of the following acts without Buyer's written consent: (i) grant any
      increase in salaries payable or to become payable to any Seller
      Transferring Employee, (ii) increase benefits payable to any Seller
      Transferring Employee under any bonus or pension plan or other contract or
      commitment, or (iii) modify any collective bargaining agreement to which
      Seller is a party or by which Seller may be bound.

         6.7. New Transactions. Seller shall not, without Buyer's written
      consent, do or agree to do any of the following acts, in each case, as
      such act relates to the ViaSeal Access Control Business:

            (a) Enter into any contract, commitment or transaction not in the
         usual and ordinary course of its business;

            (b) Enter into any contract, commitment or transaction in the usual
         and ordinary course of business involving an amount exceeding $10,000,
         individually, or $25,000 in the aggregate;

            (c) Make any capital expenditures in excess of $5,000 for any single
         item or $10,000 in the aggregate, or enter into any leases of capital
         equipment or property under which the annual lease charge is in excess
         of $5,000; or

            (d) Sell or dispose of any capital assets with a net book value in
         excess of $5,000, individually, or $10,000 in the aggregate.

                                       14
<PAGE>

         6.8. Confidentiality. Buyer and Seller shall maintain in confidence,
      and shall cause their respective directors, officers, employees, agents,
      and advisors to maintain in confidence, and not use to the detriment of
      the other party, any written, oral, or other information obtained in
      confidence from another party in connection with this Agreement or the
      transactions contemplated hereby, including without limitation all other
      non-public information related to the Assets obtained in connection with
      the transactions contemplated hereby (the "Confidential Information"),
      unless such party can document (i) such information is already known to
      such party or to others not bound by a duty of confidentiality or such
      information becomes publicly available through no fault of such party,
      (ii) the use of such information is necessary or appropriate in making any
      filing or obtaining any consent required for the consummation of the
      transactions contemplated by this Agreement, or otherwise permitted under
      this Agreement, or (iii) the furnishing or use of such information is
      required by or necessary in connection with any Legal Proceeding or any
      tax report or return or tax structure.

         6.9. Employment.

            (a) Resignations. Except as noted in Schedule 3, Seller and each of
         the Seller Transferring Employees will execute and deliver the
         Resignation Agreement in substantially the form attached hereto as
         Exhibit E (the "Resignation Agreement").

            (b) Benefits. Seller will take commercially reasonable steps to
         ensure that each Seller Transferring Employee who has executed the
         Resignation Agreement will receive, prior to or upon the Closing, all
         payments due at the Closing Date or due and payable with respect to any
         period ending at or prior to the Closing Date, including all bonuses,
         if any, but excluding accrued vacation pay comprising the Assumed
         Liabilities.

      6.10. Assignment of Patent Applications.

            (a) On the Closing Date, Seller shall assign to Buyer all of
         Seller's right, title and interest in and to all of the Patent
         Applications and will execute any and all assignments and all other
         instruments which Buyer shall deem necessary in order to assign and
         convey to Buyer the sole and exclusive rights, title and interest in
         and to all of the Patent Applications. Seller hereby waives and
         irrevocably quitclaims to Buyer any and all claims, of any nature
         whatsoever, which Seller now or hereafter has for infringement of any
         and all proprietary rights assigned to Buyer herein.

      6.11. Further Action; Filing. Each party shall use commercially reasonable
   efforts to take, or cause to be taken, all actions and to do, or cause to be
   done, all things necessary, proper or advisable to consummate and make
   effective the transactions contemplated by this Agreement, and to satisfy all
   conditions set forth in Section 7 within such party's control and effect the
   closing as set forth in Section 8. Each party will take commercially
   reasonable actions necessary to comply promptly with all applicable legal
   requirements which may be imposed on such party with respect to the
   consummation of the transactions contemplated by this Agreement and will
   promptly cooperate with and furnish information to the other party in
   connection with any such requirements. Each party will use commercially
   reasonable efforts to obtain (and will cooperate with each other in
   obtaining) any consent, approval, order or authorization from, and will use
   commercially reasonable efforts to make any registration, declaration or
   other filing with, any governmental entity, domestic or foreign, required to
   be obtained or made by either Buyer or Seller in connection with the
   consummation of the transactions contemplated by this Agreement.

                                       15
<PAGE>

      7. Conditions Precedent to Closing.

         7.1. Conditions to Obligations of Buyer. The obligations of Buyer under
      this Agreement are subject to the satisfaction, on or prior to the Closing
      Date, of each of the following conditions, any one or more of which may be
      waived by Buyer, in whole or in part without prior notice but such waiver
      to be effective only if made in writing and signed by a duly authorized
      representative of Buyer:

            (a) Representations and Warranties. The representations and
         warranties of Seller in Section 3 shall be true and correct when made
         and s hall be true and correct in all material respects on the Closing
         Date with the same force and effect as if they had been made on and as
         of the Closing Date.

            (b) Performance of Obligations. Seller will have performed,
         satisfied and complied with all covenants, agreements and conditions
         required by this Agreement to be performed, satisfied or complied with
         by Seller on or before the Closing Date.

            (c) Corporate Approval. The execution and delivery of this Agreement
         by Seller, and the performance of Seller's covenants and obligations
         under this Agreement, shall have been duly authorized by all necessary
         and required corporate action.

            (d) Approval of Documentation. Seller shall have delivered to Buyer
         the certificates, instruments, schedules and other documents required
         to be delivered to Buyer at Closing under Sections 8.2 (b) through (k)
         of this Agreement.

            (e) Compliance Certificate. Seller shall have delivered to Buyer a
         certificate, dated the Closing Date, signed by an authorized officer of
         Seller, certifying to the fulfillment of the conditions specified in
         Sections 7.1(a) - (d) and (f) - (m).

            (f) No Injunctions. No court of competent jurisdiction shall have
         issued or entered any order, writ, injunction or decree, and no other
         governmental entity shall have issued any order, which is then in
         effect and has the effect of making the transaction contemplated hereby
         illegal or otherwise prohibiting the consummation of the purchase and
         sale of the Assets at the Closing.

            (g) Registration Rights Agreement. Seller shall execute a
         counterpart signature page to the Registration Rights Agreement.

            (h) Consents and Releases. All consents, approvals, waivers and
         releases from all governmental authorities and other persons, if any,
         shall have been obtained and shall be reasonably satisfactory in form
         and substance to Buyer and its counsel.

            (i) Resignation Agreement. Except as noted in Schedule 3, Seller and
         each of the Seller Transferring Employees shall have executed and
         delivered the Resignation Agreement.

                                       16
<PAGE>

            (j) Employment Agreements. Except as noted in Schedule 3, Each
         Seller Transferring Employee shall have executed and delivered to Buyer
         an Employment, Confidential Information, Invention Assignment, and
         Arbitration Agreement in such form as requested by the Buyer (the
         "Employment Agreement").

            (k) Opinion of Seller's Counsel. Buyer shall have received from
         Bingham McCutchen LLP, counsel for Seller, an opinion dated the Closing
         Date, substantially in the form attached hereto as Exhibit F.

            (l) License Agreement. Seller shall have executed and delivered to
         Buyer a Source Code License Agreement in the form attached hereto as
         Exhibit I (the "License Agreement").

            (m) License Termination Agreement. Seller shall have executed and
         delivered to Buyer a License Termination Agreement and Release in the
         form attached hereto as Exhibit J (the "License Termination Agreement")
         for the termination of that certain Viaquo-SiVault Strategic Partnering
         and ASP License Agreement dated May 13, 2004 between the parties.


         7.2. Conditions to Obligations of Seller. The obligations of Seller
      under this Agreement are subject to the satisfaction, on or prior to the
      Closing Date, of each of the following conditions, any one or more of
      which may be waived by Seller, in whole or in part without prior notice
      but such waiver to be effective only if made in writing and signed by a
      duly authorized representative of Seller:

            (a) Representations and Warranties. The representations and
         warranties of Buyer in Section 4 shall be true and correct when made
         and shall be true and correct in all material respects on the Closing
         Date with the same force and effect as if they had been made on and as
         of the Closing Date.

            (b) Performance of Obligations. Buyer will have performed, satisfied
         and complied with all covenants, agreements and conditions required by
         this Agreement to be performed, satisfied or complied with by Buyer on
         or before the Closing Date.

            (c) Corporate Approval. The execution and delivery of this Agreement
         by Buyer, and the performance of Buyer's covenants and obligations
         under this Agreement, shall have been duly authorized by all necessary
         and required corporate action.

            (d) Approval of Documentation. Buyer shall have delivered to Seller
         the certificates, instruments, schedules and other documents required
         to be delivered to Seller at Closing under Sections 8.3(a) through (h)
         of this Agreement.

            (e) Compliance Certificate. Buyer shall have delivered to Seller a
         certificate, dated the Closing Date, signed by an authorized officer of
         Buyer, certifying to the fulfillment of the conditions specified in
         this Section 7.2(a) - (d) and (f) - (k).

            (f) No Injunctions. No court of competent jurisdiction shall have
         issued or entered any order, writ, injunction or decree, and no other
         governmental entity shall have issued any order, which is then in
         effect and has the effect of making the transaction contemplated hereby
         illegal or otherwise prohibiting the consummation of the purchase and
         sale of the Assets at the Closing.

                                       17
<PAGE>

            (g) Registration Rights Agreement. Buyer shall have executed and
         delivered to Seller the Registration Rights Agreement.

            (h) License Agreement. Buyer shall have executed and delivered to
         Seller the License Agreement.

            (i) Opinion of Buyer's Counsel. Seller shall have received from each
         of the Law Offices of Thomas G. Amon and Carr & Ferrell LLP, counsels
         for Buyer, an opinion dated the Closing Date, substantially in the form
         attached hereto as Exhibit G.

            (j) License Termination Agreement. Buyer shall have executed and
         delivered to Seller the License Termination Agreement.

      8. The Closing.

         8.1. Time and Place. Unless this Agreement shall have been terminated
      in accordance with Section 12 hereof, the Closing shall take place at the
      offices of Carr & Ferrell LLP, 2200 Geng Road, Palo Alto, California
      94303, at 10:00 a.m., Pacific Standard Time, on the Closing Date, or at
      such other place or time as Buyer and Seller may agree.

         8.2. Seller's Actions at the Closing. At the Closing, Seller will
      deliver or cause to be delivered to Buyer the following:

            (a) Possession of the Assets;

            (b) An original Registration Rights Agreement in substantially the
         form of Exhibit C, executed by an authorized officer of Seller.

            (c) An original Bill of Sale in substantially the form of Exhibit H
         ("Bill of Sale") executed by an authorized officer of Seller;

            (d) An original assignment of the U.S. Patent Application to Buyer
         executed by an authorized officer of Seller;

            (e) Resignation Agreement executed by Seller and the Seller
         Transferring Employees as required pursuant to Section 6.9(a), except
         as noted in Schedule 3;

            (f) Employment Agreements executed by the Seller Transferring
         Employees as required pursuant to Section 7.1(j) , except as noted in
         Schedule 3;

            (g) The opinion of Seller's counsel, dated as of the Closing Date as
         provided for in Section 7.1(k);

                                       18
<PAGE>

            (h) An original License Agreement executed by an authorized officer
         of Seller;

            (i) An original License Termination Agreement executed by an
         authorized officer of Seller; and

            (j) Such additional duly executed instruments of conveyance,
         assignment or transfer of title requested by Buyer as may be necessary
         to transfer and assign to Buyer all of Seller's right, title and
         interest in the Assets, including assignments of specific ViaSeal
         Intellectual Property Rights, to Buyer, in forms reasonably acceptable
         to Buyer, including a Trademark Assignment.

         8.3. Buyer's Actions at the Closing. At the Closing, Buyer will deliver
      or cause to be delivered to Seller the following:

            (a) A stock certificate representing 750,000 shares of the Purchase
         Price Shares;

            (b) Two stock certificate representing the 2,050,000 shares of the
         U.S. Patent Escrow Shares and the 250,000 shares of the EU Patent
         Escrow Shares being delivered to the escrow contemplated by Section 10
         below;

            (c) An original License Agreement executed by an authorized officer
         of Buyer;

            (d) An original Bill of Sale (Exhibit H) executed by an authorized
         officer of Buyer;

            (e) An original Registration Rights Agreement in substantially the
         form of Exhibit C, executed by an authorized officer of Buyer;

            (f) The opinion of Buyer's counsel, dated as of the Closing Date as
         provided for in Section 7.2(i); and

            (g) An original License Termination Agreement executed by an
         authorized officer of Buyer.

         8.4. Passage of Title. Legal and equitable title and risk of loss with
      respect to all of the Assets shall pass to Buyer at the Closing.

      9. Post-Closing Covenants. Conditioned upon the Closing, and beginning
   with the day following the Closing Date, Buyer and Seller agree that:

         9.1. Further Assurances. From time to time after the Closing Date, at
      Buyer's request and without further consideration, Seller will execute and
      deliver such further instruments of conveyance and transfer and will take
      such other action as Buyer may reasonably require in order more
      effectively to vest in Buyer and to put Buyer in possession and control of
      the Assets and its respective rights in the Assets. From time to time
      after the Closing Date, at Seller's request and without further
      consideration, Buyer will execute and deliver such further instruments of
      conveyance and transfer and will take such other action as Seller may
      reasonably require in order more completely effect the assumption by Buyer
      of the Assumed Liabilities. In each case, the requesting party shall pay
      or reimburse the other party for all reasonable expenses incurred by such
      other party in connection herewith.

                                       19
<PAGE>

         9.2. Non-Competition.

            (a) For the period beginning on the Closing Date and ending five (5)
         years thereafter, without Buyer's prior written consent, Seller shall
         refrain from, alone or in conjunction with any other Person, directly
         or indirectly engaging in (other than through the ownership of two
         percent (2%) or less of any class of securities registered under the
         Exchange Act, other than Buyer), or otherwise knowingly assisting any
         Person in engaging throughout the entire United States as well as
         anywhere in the world outside the United States where the Buyer or any
         subsidiary of the Buyer conducts business (collectively, the
         "Territory"), in the design, testing, marketing, sale or licensing of
         any product or service competing with the ViaSeal Access Control
         Business as conducted by Seller as of prior to the Closing Date and/or
         as shall be conducted, or intended to be conducted, by Buyer after the
         Closing Date; provided, however, that this Section 9.2 shall not apply
         to Seller's continuing operations in the Secured Content Business from
         and after the Closing Date or Seller's activities involving the ViaSeal
         Software (and its associated documentation) permitted under and in
         accordance with the License Agreement, neither of which activities
         shall constitute a breach of this Section 9.2. For purposes hereof, the
         "Secured Content Business" means the business relating to the secured
         electronic distribution of entertainment-directed audio, video,
         photographic and gaming digital content conveyed via cable, over the
         air, satellite, Internet, cellular or other transmission media.

            (b) The covenants contained in the preceding paragraphs shall be
         construed as a series of separate covenants, one for each county, city,
         state, or any similar subdivision in the Territory. Except for
         geographic coverage, each such separate covenant shall be deemed
         identical in terms to the covenant contained in the preceding
         paragraphs. If, in any judicial proceeding, a court refuses to enforce
         any of such separate covenants (or any part thereof), then such
         unenforceable covenant (or such part) shall be eliminated from this
         Section 9.2 to the extent necessary to permit the remaining separate
         covenants (or portions thereof) to be enforced. In the event that the
         provisions of this Section 9.2 are deemed to exceed the time,
         geographic or scope limitations permitted by applicable law, then such
         provisions shall be reformed to the maximum time, geographic or scope
         limitations, as the case may be, permitted by applicable laws.

            (c) Seller acknowledges that the limitations of time, geography, and
         scope of activity agreed to in this Section 9.2 are reasonable because,
         among other things, (i) Buyer is engaged in a highly competitive
         industry, (ii) Seller has had unique access to the trade secrets and
         know-how included in the Assets, including without limitation the plans
         and strategy (and in particular the competitive strategy) of the
         ViaSeal Access Control Business, and (iii) Seller is receiving
         significant compensation in connection with the transfer of the Asset.

                                       20
<PAGE>

            (d) Seller agrees that it would be impossible or inadequate to
         measure and calculate the Buyer's damages from any breach of the
         covenants set forth in this Section 9.2, and that the Buyer would be
         irreparably harmed by any such breach. Accordingly, Seller agrees that
         if it breaches any provision of this Section 9.2, Buyer will have
         available, in addition to any other right or remedy otherwise
         available, the right to obtain an injunction from a court of competent
         jurisdiction restraining such breach or threatened breach and to
         specific performance of any such provision of this Section 9.2. Seller
         further agrees that no bond or other security shall be required in
         obtaining such equitable relief, nor will proof of actual damages be
         required for such equitable relief. Seller hereby expressly consents to
         the issuance of such injunction and to the ordering of such specific
         performance.

         9.3. Unassignable Assets. To the extent that any Asset is not
      assignable or otherwise transferable without the consent of another party,
      or if assignment or attempted assignment would constitute a breach thereof
      or a breach of an agreement concerning the Asset, this Agreement shall not
      constitute an assignment or an attempted assignment thereof unless proper
      consent to assign by such third party was obtained and in force prior to
      Closing. Seller shall use its commercially reasonable efforts to obtain
      the consent or waiver of such other party for the assignment of any such
      Asset to Buyer in all cases in which such consent or waiver is or may be
      required, and shall be solely responsible for the payment of any consent
      fee or fees associated with the assignment or waiver. If such consent or
      waiver cannot be obtained, Seller shall cooperate with Buyer in any
      commercially reasonable arrangement agreed by the parties that is designed
      to provide Buyer the benefits intended to be assigned to Buyer under the
      affected Asset.

         9.4. Seller Transferring Employees. On the Closing Buyer shall offer
      employment to each of the Seller Transferring Employees (except as
      otherwise noted in Schedule 3), provided each such employment shall be on
      an at-will basis subject to performance review within 30 to 60 days of
      employment commencement date, and conditioned upon the respective Seller
      Transferring Employee executing the Resignation Agreement and an
      Employment Agreement as provided in Sections 6.9(a), 7.1(i) and 7.1(j)
      above. Buyer agrees and confirms that, if any Seller Transferring Employee
      is not hired by Buyer on or after the Closing Date, then in connection
      with the termination of such Seller Transferring Employee's employment
      with Seller after the Closing Date and in accordance with Section 2.3(a),
      Buyer will either (a) assume the accrued vacation obligation with respect
      to such Seller Transferring Employee as and to the extent set forth on
      Schedule 2, provided that, at such time, Buyer hires such Seller
      Transferring Employee as an employee of Buyer, or (b) for and on behalf of
      Seller, pay to such Seller Transferring Employee the amount of the accrued
      vacation obligation with respect to such Seller Transferring Employee set
      forth on Schedule 2.

         9.5. Foreign Qualification. As soon as practicable after the Closing,
      Buyer shall execute and file the necessary documents and instruments with
      the California Secretary of State and take such other actions (including
      the payment of applicable fees) as may be necessary or advisable in order
      to qualify Buyer to do business in California.

         9.6. Prosecution of the Patent Applications. At its expense and for no
      further consideration, Buyer will diligently take any and all actions
      which may be required in order to complete the prosecution process of the
      U.S. Patent Application (as defined in Schedule 4 hereunder) and the EU
      Patent Application (as defined in Schedule 4 hereunder) and the issuance
      of patents thereunder.

                                       21
<PAGE>

         9.7. Assignment of Foreign Patent Applications. During the two-week
      period following the Closing Date, Seller shall file with any applicable
      foreign authorities any documentation required to initiate the assignment
      from Seller to Buyer of any and all non-U.S. Patent Applications specified
      on Schedule 4 and will deliver all such documentation to Buyer's counsel
      at the law firm of Carr & Ferrell LLP at the address set forth in Section
      13.3 (Notice) hereunder. From time to time after the Closing Date, Seller
      will, at its expense, execute and deliver such further instruments of
      conveyance and transfer and will take all such other actions as may be
      necessary in order to transfer and assign to Buyer all right, title and
      interest in and to any non-U.S. Patent Application in a timely manner
      after the Closing.

         9.8. Dissenters' Rights. Following the Closing, Seller will mail in a
      timely manner to the appropriate stockholders notice of the stockholder
      approval of the sale of the Assets and such other information as provided
      in Section 1300 et seq. of the California General Corporation Law
      regarding dissenters' rights.

         9.9. ViaSeal Support. From and after the Closing and at such times as
      Seller may request, Buyer shall provide to Seller the ViaSeal Software and
      licenses thereto as Seller may require in order to perform any of its
      obligations under any of the agreements identified in Section 3.7(d) of
      the Seller's Disclosure Schedule on the terms and conditions set forth in
      any such agreement and only to the extent any such agreement has not
      expired or been terminated or superceded. In connection therewith, Buyer
      shall take such other actions as Seller shall reasonably request to assist
      or permit Seller to perform its obligations under such agreements. As soon
      as practicable following the Closing, Buyer will negotiate in good faith
      with B2B Solutions Limited ("B2B") and will use commercially reasonable
      efforts to enter into a license agreement for ViaSeal Software with B2B
      containing terms to Buyer's reasonable satisfaction. As a condition to
      entering into each such license agreement, Buyer shall require that B2B
      terminate any and all agreements it may have with Seller so that neither
      party thereto shall have any further rights or obligations thereunder.

      10. Escrow.

         At Closing, Buyer will deliver the Escrow Shares into escrow with the
      Escrow Holder.

         10.1. Two Million Fifty Thousand (2,050,000) shares of the Escrow
      Shares (the "U.S. Patent Escrow Shares") will be held in escrow by the
      Escrow Holder until the earlier to occur of: (i) the issuance of a patent
      (the "U.S. Patent") from the U.S. Patent Application (as defined in
      Schedule 4 attached hereto), or (ii) the abandonment by Buyer of the U.S.
      Patent Application following final rejection thereof by the U.S. Patent
      and Trademark Office (the "U.S. Patent Escrow Period"); provided, however,
      that in the event of issuance of the U.S. Patent prior to the 12-month
      anniversary of the Closing Date, the U.S. Patent Escrow Period will
      automatically be extended until such 12-month anniversary of the Closing
      Date and the U.S. Patent Escrow Shares will remain in escrow until such
      time to cover any indemnification obligations of Seller pursuant to
      Section 11 below. Subject to the limitation in the immediately preceding
      sentence on the release of the U.S. Patent Escrow Shares, if, and only if,
      the U.S. Patent issues from the U.S. Patent Application, the U.S. Patent
      Escrow Shares less the amount of any Escrow Shares then held back to cover
      any Unresolved Claims (as defined in and pursuant to Section 11 below),
      and constituting, for the purposes of this Agreement, a reduction in the
      Purchase Price Shares, will immediately get released by the Escrow Holder
      and transferred to the Seller at the end of the U.S. Patent Escrow Period.
      If Buyer abandons the U.S. Patent Application following final rejection
      thereof, ownership in the U.S. Patent Escrow Shares will automatically and
      immediately revert back to Buyer and the U.S. Patent Escrow Shares will be
      immediately released by the Escrow Holder to Buyer's possession. Seller
      hereby acknowledges and agrees that, other than Buyer's obligations under
      Section 9.6 above, the issuance of the U.S. Patent is beyond Buyer's
      control and that, therefore, the foregoing U.S. Patent Escrow Shares may
      be held in escrow for an extensive period of time.

                                       22
<PAGE>

         10.2. The remaining Two Hundred Fifty Thousand (250,000) shares of the
      Escrow Shares (the "EU Patent Escrow Shares") will be held in escrow by
      the Escrow Holder until the earlier to occur of: (i) the issuance by the
      European Patent Office of a Decision to Grant a European Patent pursuant
      to Article 97(2)EPC with respect to the EU Patent Application (as defined
      in Schedule 4 attached hereto), or (ii) the abandonment by Buyer of the EU
      Patent Application following a final refusal by the European Patent Office
      to grant the EU Patent (the "EU Patent Escrow Period"). Except as provided
      below, if, and only if, the European Patent Office issues a Decision to
      Grant a European Patent, the EU Patent Escrow Shares less the amount of
      any Escrow Shares then held back to cover any Unresolved Claims (pursuant
      to Section 11 below), and constituting, for the purposes of this
      Agreement, a reduction in the Purchase Price Shares, will immediately get
      released by the Escrow Holder and transferred to the Seller at the end of
      the EU Patent Escrow Period. If Buyer abandons the EU Patent Application
      following final refusal thereof, ownership in the EU Patent Escrow Shares
      will automatically and immediately revert back to Buyer and the EU Patent
      Escrow Shares will be immediately released by the Escrow Holder to Buyer's
      possession. Notwithstanding the foregoing, in the event that no
      determination is reached by the European Patent Office with respect to the
      EU Patent Application within the 12-month period following the date of
      issuance of the U.S. Patent or the date of final rejection of the U.S.
      Patent Application, then the EU Patent Escrow Shares (subject to any
      amount of Escrow Shares then held back for Unresolved Claims pursuant to
      Section 11 below) will immediately get released by the Escrow Holder and
      transferred to the Seller at the end of such 12-month period, regardless
      of the status of the EU Patent Application.

      11. Limitation of Liability; Indemnification.

         11.1. Survival of Representations and Warranties. Except for any claims
      based upon, arising out of or in connection with any fraud or any willful
      misrepresentation relating to any of the representations, warranties,
      agreements or covenants made by Seller in this Agreement (which claims
      shall survive indefinitely), the representations and warranties of Seller
      and Buyer set forth in Sections 3 and 4 (respectively) shall survive the
      Closing for a period of 12 months. All post-Closing covenants and
      agreements (other than representations and warranties) shall survive the
      Closing in accordance with their respective terms.

                                       23
<PAGE>

         11.2. Indemnification by Seller. From and after the Closing, Seller
      shall indemnify, defend and hold harmless Buyer and its officers,
      directors, advisors, affiliates, agents and employees (hereinafter
      referred to individually as a "Buyer Indemnified Person" and collectively
      as "Buyer Indemnified Persons") from and against, any and all losses,
      damages, fees, taxes, penalties, interest, claims, demands, causes of
      action, liabilities and expenses (including reasonable attorneys' fees)
      (collectively "Damages") arising out of or resulting from claims of third
      parties based on: (i) any misrepresentation or inaccuracy in or breach of
      any of the representations or warranties given or made by Seller in this
      Agreement; (ii) any breach of any covenant or obligation of Seller in this
      Agreement; (iii) an infringement by the ViaSeal Intellectual Property
      Rights of a third party's Patent Rights or other third party Intellectual
      Property Rights; or (iv) any Excluded Liabilities (each an "Indemnifiable
      Claim" and collectively "Indemnifiable Claims"). Any Damages resulting
      from any Indemnifiable Claim for which Buyer is entitled to
      indemnification pursuant to and in accordance with this Section 11 shall
      be paid to Buyer solely out of any Escrow Shares held by Escrow Holder
      pursuant to Section 10 above at the time of initiation of the Legal
      Proceeding giving rise to the Indemnifiable Claim. If upon expiration of
      the U.S Escrow Period and/or the EU Escrow Period any Indemnifiable Claims
      are pending or unresolved at the time of such expiration (each, an
      "Unresolved Claim"), Buyer shall be entitled to withhold from any Escrow
      Shares otherwise due to Seller a portion of such Escrow Shares equal to
      100% of each Unresolved Claim until such time as the amount due (if
      anything) under such Unresolved Claim is finally resolved in accordance
      with this Section 11. For the purposes of determining the number of shares
      of Escrow Shares to be disbursed to Buyer out of the Escrow Shares, the
      shares of Buyer's Common Stock shall be deemed to have a value of $3.00
      per share. Accordingly, absent fraud or willful misrepresentation by
      Seller, with respect to any Indemnifiable Claim, Seller shall not be
      liable for any Damages in excess of an amount equal to the amount of
      Escrow Shares held by Buyer at the time of initiation of the Legal
      Proceeding giving rise to such Indemnifiable Claim multiplied by $3.00,
      less any such shares that may be distributed to Buyer in satisfaction of
      earlier Indemnifiable Claims.

         11.3. Indemnification by Buyer. From and after the Closing, Buyer shall
      indemnify, defend and hold harmless Seller and its officers, directors,
      advisors, affiliates, agents and employees (hereinafter referred to
      individually as an "Seller Indemnified Person" and collectively as "Seller
      Indemnified Persons") from and against, any and all losses, damages, fees,
      taxes, penalties, interest, claims, demands, causes of action, liabilities
      and expenses (including reasonable attorneys' fees) arising out of or
      resulting from (i) any misrepresentation or inaccuracy in or breach of any
      of the representations or warranties given or made by Buyer in this
      Agreement; or (ii) any breach of any covenant or obligation of Buyer in
      this Agreement.

         11.4. Procedure for Indemnification-Third Party Claims.

            (a) In the event an Indemnified Person becomes aware of an action or
         proceeding (including without limitation, an Indemnifiable Claim)
         involving the assertion of a third party claim which such Indemnified
         Person believes may result in a demand for indemnification hereunder (a
         "Third Party Claim"), such Indemnified Person shall promptly give the
         indemnifying party notice of such Third Party Claim; provided, however,
         that the failure to provide such notice shall not release the
         indemnifying party from any of its obligations under this Section 11
         except to the extent such failure adversely affects the indemnifying
         party's ability to defend its interests in such Third Party Claim.

            (b) If the indemnifying party notifies in writing the Indemnified
         Person within ten (10) business days of receipt of a notice by such
         Indemnified Person of an Third Party Claim that the indemnifying party
         desires to defend the Indemnified Person with respect to such Third
         Party Claim, then the indemnifying party shall have the right to
         conduct and control, through outside legal counsel reasonably
         acceptable to such Indemnified Person, the defense, compromise or
         settlement of any such action or proceeding, and in any such case the
         Indemnified Person shall cooperate in connection therewith and shall
         furnish such records, information, access to employees and testimony
         and shall attend such conferences, discovery proceedings, hearings,
         trials and appeals as may be reasonably requested by the indemnifying
         party in connection therewith; provided, that notwithstanding the
         foregoing, the indemnifying party shall not have the right to conduct
         and control the defense, compromise or settlement of any claims that
         the Indemnified Person agrees are not subject to indemnification
         hereunder; and provided further that the Indemnified Person may
         participate, through counsel chosen by it and at its own expense, in
         the defense, compromise and settlement of any such action or proceeding
         which the indemnifying party has so elected to conduct and control.

                                       24
<PAGE>

            (c) If the indemnifying party does not so notify the Indemnified
         Person of its intent to conduct and control the defense of the action
         or proceeding involving the assertion of an Third Party Claim, then the
         Indemnified Person shall have the right to conduct and control, through
         counsel of its choosing, in such manner as it may deem appropriate at
         the indemnifying party's cost and expense, and the indemnifying party
         shall not have the right to conduct and control, the defense,
         compromise or settlement of such action or proceeding, and the
         indemnifying party shall promptly reimburse the Indemnified Person
         therefor in accordance with the terms of this Agreement.

            (d) The Indemnified Person shall not, without the consent of the
         indemnifying party (which shall not be unreasonably withheld or
         delayed), pay, compromise or settle any other action or proceeding
         involving an Third Party Claim, provided, however, that no consent of
         the indemnifying party shall be required if the Indemnified Person
         shall waive (by means of a written waiver signed by the Indemnified
         Person) any right to indemnification therefor hereunder and shall
         obtain a release of the indemnifying party from and against any
         liability as a consequence of such action or proceeding.

         11.5. Procedure for Indemnification - Other Claims. A claim for
      indemnification for any matter not involving an Third Party Claim shall be
      made by delivering written notice of the claim (specifying the details of
      the claim, relevant provisions of this Agreement and the amount of the
      claim) to the party from whom indemnification is being sought.

         11.6. Remedies. Nothing in this Agreement shall be construed as
      limiting in any way the remedies that may be available to either party in
      the event of fraud or willful misrepresentation relating to any of the
      representations, warranties, agreements or covenants made by the other
      party in this Agreement. In addition, in no event will any party to this
      Agreement be liable for special, consequential or indirect damages
      relating to or arising out of this Agreement, except for such damages
      arising out of actual fraud or willful misrepresentation.

      12. Termination.

         12.1. Mutual Agreement. This Agreement may be terminated and abandoned
      (i) at any time prior to the Closing Date by the mutual written consent of
      both Seller and Buyer or (ii) by either party if the Closing shall not
      have been consummated on or before December 5, 2004.

                                       25
<PAGE>

         12.2. Termination by Buyer. This Agreement may be terminated by Buyer
      by written notice to Seller in the event that any one or more of the
      conditions set forth in Section 7.1 ("Conditions to Obligations of Buyer")
      are not satisfied on or before the Closing Date, unless Buyer waives any
      such condition upon such terms, if any, that Buyer deems appropriate.

         12.3. Termination by Seller. This Agreement may be terminated by Seller
      by written notice to Buyer in the event that any one or more of the
      conditions set forth in Section 7.2 ("Conditions to Obligations of
      Seller") are not satisfied on or before the Closing Date, unless Seller
      waives any such condition upon such terms, if any, that Seller deems
      appropriate.

         12.4. Effect of Termination; Return of Proprietary Information. Upon
      any termination, neither party shall have any obligation whatsoever, other
      than under Sections 6.8 ("Confidentiality"), 13.8 ("Venue for Dispute
      Resolution"), 13.9 ("Governing Law") and 13.10 ("Attorneys' Fees and
      Costs"), to the other with respect to this Agreement, the transactions
      provided for in this Agreement, or expenses incurred in connection with or
      in contemplation of such transactions. In the event that this Agreement is
      terminated for any reason, each of the parties agrees to return any and
      all copies of written materials and any Confidential Information received,
      and all copies made thereof, in connection with this Agreement or in
      contemplation of the transactions contemplated by this Agreement, and
      shall neither use nor disclose any such information, except as permitted
      by Section 6.8 ("Confidentiality").

         12.5. Survival. Termination of this Agreement shall not relieve either
      party from any liability incurred for any willful or intentional breach of
      this Agreement prior to such termination.

      13. General Provisions.

         13.1. Assignment. Neither party shall directly or indirectly sell,
      assign, subcontract or otherwise transfer this Agreement or any of its
      rights or obligations under this Agreement, without the prior written
      consent of the other party, except as permitted in this Section 13.1.
      Buyer may assign this Agreement (other than the obligation of Buyer to
      issue and register the Purchase Price Shares) to any of its wholly-owned
      subsidiaries or other affiliated entities, provided that Buyer remains
      jointly and severally responsible for and guarantees the full performance
      of this Agreement after such assignment. This Agreement shall be binding
      upon and inure to the benefit of the permitted successors and assigns of
      the parties.

         13.2. Expenses. Each of the parties shall pay its own costs and
      expenses, including legal and accounting fees, commissions and expenses,
      related to the negotiation and execution of this Agreement and the
      consummation of the transactions provided for in this Agreement,
      irrespective of when incurred and irrespective of whether the Closing
      occurs. Each party agrees to pay (and to indemnify and to hold harmless
      the other party from) any liability for any commission or compensation in
      the nature of an advisor's or finder's fee to any Person or firm for which
      such party, or any of its employees or representatives, is responsible.

         13.3. Notices and Representatives. Any notice or reports required or
      permitted to be given under this Agreement shall be given in writing and
      shall be delivered by personal delivery, telegram, facsimile transmission,
      nationally recognized overnight courier or certified or registered mail,
      postage prepaid, return receipt requested. Notice shall be deemed given
      upon actual receipt. Any party and any representative designated below
      may, by notice to the others, change its address for receiving such
      notices:

                                       26
<PAGE>

      To Seller at:   Viaquo Corporation
                      2665 North First Street, Suite 300, San Jose,
                      California 95134
                      Attention:  Franz Ressel
                      Facsimile:  408-321-5184

      To Buyer at:    SiVault Systems, Inc.
                      2665 North First Street, Suites 300, San Jose,
                      California 95134
                      Attention:  Emilian Elefteratos
                      Facsimile:  408-321-5101

      with copy to:   Barry A. Carr, Esq.
                      Carr & Ferrell LLP
                      2200 Geng Road
                      Palo Alto, CA  94303
                      Facsimile: (650) 812-3444


         13.4. Entire Agreement and Modification. This Agreement (including its
      Exhibits and Schedules) constitutes the entire agreement of Buyer and
      Seller relating to the purchase and sale of the Assets and supersedes any
      and all prior and contemporaneous negotiations, correspondence,
      understandings, letters of intent and agreements in principle between
      them, whether written or oral, relating to that subject matter. This
      Agreement (including its Exhibits and Schedules) may only be amended by a
      written instrument signed by Buyer and Seller.

         13.5. Construction of Agreement. This Agreement has been negotiated by
      the respective parties and their attorneys, and its language shall not be
      construed for or against any party. The titles and headings in this
      Agreement are for reference purposes only and shall not in any manner
      limit the construction of this Agreement which shall be considered as a
      whole.

         13.6. Relationship of the Parties. Nothing contained in this Agreement
      shall be construed as creating any agency, partnership, or other form of
      joint enterprise between the parties. The relationship between the parties
      shall at all times be that of independent contractors. Neither party shall
      have authority to contract for or bind the other in any manner whatsoever.
      This Agreement confers no rights upon either party except those expressly
      granted herein.

         13.7. Waiver. Delay or failure to exercise any right or remedy under
      this Agreement shall not impair such right or remedy or be construed as a
      waiver thereof or as acquiescence in a default. Waiver of any breach or
      failure of any term or condition of this Agreement shall not be construed
      as a waiver of any subsequent breach or failure of the same term or
      condition or a waiver of any other term or condition of this Agreement.
      All waivers must be in writing signed by the party to be charged.

                                       27
<PAGE>

         13.8. Venue for Dispute Resolution. Each party hereby irrevocably and
      unconditionally submits for itself and its property in any legal action or
      proceeding relating to this Agreement, or for recognition and enforcement
      of any judgment in respect thereof, to the exclusive general and personal
      jurisdiction and venue of the federal or state courts located in the
      Northern District of California or Santa Clara County, California,
      respectively, and to the respective appellate courts thereof in connection
      with any appeal therefrom.

         13.9. Governing Law. This Agreement shall be governed by and construed
      in accordance with the internal substantive laws of the State of
      California, without regard to its choice of law principles.

         13.10. Attorneys' Fees and Costs. In the event of any dispute arising
      out of the subject matter of this Agreement, the prevailing party shall
      recover, in addition to any other damages assessed, its reasonable
      attorneys' fees and costs incurred in litigating, arbitrating, or
      otherwise settling or resolving such dispute.

         13.11. Severability. If any provision of this Agreement or the
      application thereof, shall for any reason and to any extent be determined
      by a court of competent jurisdiction to be invalid or unenforceable under
      applicable law, the remaining provisions of this Agreement shall be
      interpreted so as best to reasonably effect the intent of the parties
      hereto. The parties further agree to replace any such invalid or
      unenforceable provisions with valid and enforceable provisions designed to
      achieve, to the extent possible, the business purposes and intent of such
      invalid and unenforceable provisions.

         13.12. Counterparts; Fax Signatures. This Agreement may be executed by
      facsimile in two or more counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.





                            [SIGNATURE PAGE FOLLOWS]


                                       28
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.





SELLER:                                       BUYER:
VIAQUO CORPORATION                            SIVAULT SYSTEMS, INC.
By:  __________________________               By:  ___________________________
Name:__________________________               Name:___________________________
Title: ________________________               Title: _________________________

CARR & FERRELL  LLP (AS  ESCROW
HOLDER AS TO SECTION 10 ONLY)

By:  _________________________
Name:  Barry A. Carr
Title:  Partner






          [SIGNATURE PAGE TO SIVAULT - VIAQUO ASSET PURCHASE AGREEMENT


                                       29


</TEXT>
</DOCUMENT>
