ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT made as of June 13, 1997 by and between CSP EUROPE, INC.
("CSPI"), a Delaware corporation ("BUYER"), and SIGNAL ANALYTICS CORPORATION ("SA"), a
Virginia corporation ("SELLER").
WHEREAS, SELLER is in the business ("Business") of manufacturing, producing, marketing, distributing, and
selling software ("Software") and providing services related thereto; and
WHEREAS, SELLER desires to sell, and BUYER desires to buy certain assets of SELLER associated with the
Software and the Business;
NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties hereinafter set
forth, the parties hereby agree as follows:
PURCHASE OF ASSETS
1.1 PURCHASED ASSETS. Subject to the terms and conditions of this Agreement, SELLER shall sell, convey,
transfer, assign and deliver to BUYER at the Closing (as defined in Section 6.1), and BUYER shall purchase
from SELLER, substantially all of the assets, properties, rights and interests of SELLER relating to the Business
described on EXHIBIT A hereto ("Purchased Assets"), in each case free and clear of all liens, charges, security
interests and other encumbrances. SA's cash shall not be included in Purchased Assets.
1.2 ACCOUNTS RECEIVABLE. For purposes hereof, "Accounts Receivable" shall be the accounts receivable
of SELLER related to the Business as of the close of business on the Closing date and set forth in EXHIBIT B.
At the Closing, SELLER, shall provide BUYER with a certificate of its President, substantially in the form of
EXHIBIT B, showing the value of the Accounts Receivable.
1.3 PURCHASE PRICE. The purchase price for the Purchased Assets (the "Purchase Price") shall be
$2,140,000, plus the value of SA's accounts receivable shown on EXHIBIT B.
1.4 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid in cash, by wire transfer of
immediately available funds in each case as follows:
(a) An amount equal of $2,140,000 plus the value of Accounts Rec