ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("AGREEMENT") is made as of May 28, 2002, by and among PRIVATE
BUSINESS, INC. a Tennessee corporation ("BUYER"), CAM COMMERCE SOLUTIONS, INC., a
Delaware corporation ("SELLER").
R E C I T A L S:
Seller owns and operates a business division known as Access Retail Management, which provides merchandise
planning services (the "BUSINESS").
The Business is operated as a division of Seller that is separate and distinct from Seller's other business
operations, such that assets of the Business can be separately identified and transferred to Buyer.
Buyer desires to purchase from Seller, and Seller desires to sell and transfer to Buyer, all the assets except cash
and accounts receivables, used in connection with the Business as described below.
Buyer desires to be appointed as a reseller of products and services marketed and sold by other divisions of
Seller, to wit the Retail STAR(TM) and X-Charge(TM) product lines.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as follows:
PURCHASE AND SALE OF ASSETS; RESELLER AGREEMENT
1.1 Assets. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer, or to such subsidiary of
Buyer as Buyer may designate, and Buyer hereby agrees to purchase and accept from Seller, pursuant to the
terms of this Agreement, the assets of Seller used in connection with the Business as of the date of Closing (the
"ASSETS"), including but not limited to the following, but excluding any Excluded Assets described in Section
(a) All goodwill associated with the Business.
(b) All furniture, fixtures and equipment ("EQUIPMENT").
(c) All technical and office supplies ("SUPPLIES").
(d) To the extent assignable, all licenses, permits, registrations and consents necessary to operate and conduct the
(e) The Assumed Leases and Contracts