TECHNOLOGY TRANSFER AGREEMENT
THIS TECHNOLOGY TRANSFER AGREEMENT (this "Agreement") is made and entered into as of the ___
day of May, 1999, by and between SoftTek Technologies Inc., a California corporation ("SoftTek") on the one
hand, and John Uhley, dba XpressWare ("XpressWare") on the other hand.
WHEREAS, upon executing the Settlement Agreement and Mutual Release, SoftTek desires to acquire, and
XpressWare desires to transfer to SoftTek, all of XpressWare's right, title and interest in XpressWare's Software
Product "XpressFax" ("XpressFax Software" or sometimes referred to herein as the "XpressWare Technology"),
including without limitation, CD master, and all copies, tapes and software code, research data, flow charts,
designs, technical information and source code related to the XpressFax Software.
WHEREAS, SoftTek is not assuming any liability for any existing third party agreements that relate to the
XpressFax Software, whether known or unknown.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. TRANSFER OF THE XPRESSWARE TECHNOLOGY.
1.1 Subject to the provisions hereof, upon executing the Settlement Agreement and Mutual Release, (the
"Transfer Date"), XpressWare shall irrevocably transfer and assign, all of its right, title and interest in and to the
XpressWare Technology (the "Technology Transfer"). SoftTek acknowledges that it has possession of the source
code related to the XpressFax Software. Upon executing this Agreement, XpressWare agrees to deliver to
(1) all copies of the XpressWare Technology in its possession or (2) a written statement certifying that it does not
possess any XpressWare Technology.
1.2 XpressWare hereby acknowledges and agrees that from and after the Transfer Date, SoftTek shall not
assume any obligation of XpressWare relating to the XpressWare Technology, including, but not limited to:
(i) All ob