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EXHIBIT 2.1
AGREEMENT
entered into between
SPESCOM LIMITED UK
(Registration No. 2625912)
and
ALTRIS GROUP PLC
(Registration No. 2253256)
and
ALTRIS SOFTWARE INC
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WHEREBY IT IS AGREED AS FOLLOWS:
1. INTERPRETATION AND PRELIMINARY
The headings of the clauses in this agreement are for the purpose of
convenience and reference only and shall not be used in the
interpretation of nor modify nor amplify the terms of this agreement
nor any clause hereof. In this agreement, unless a contrary intention
clearly appears -
words importing -
any one gender include the other two genders;
the singular include the plural and vice versa; and
natural persons include created entities (corporate or unincorporate) and vice
versa;
the following terms shall have the meanings assigned to them hereunder and
cognate expressions shall have corresponding meanings, namely -
<TABLE>
<CAPTION>
<S> <C>
"Act" means England's Companies Act of 1985 (as amended);
"AGREEMENT" means this sale of business agreement and all its
annexures;
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
"ALTRIS" means Altris Software;
"ASSETS" means collectively the contracts, debts, fixed
assets, goodwill, intellectual property, stock and
sundry assets (but excluding cash) whereby the
business is conducted;
"BUSINESS" means the document management business conducted at
present by the seller, as more fully described in
clause 3 below;
"CONDITIONS PRECEDENT" means the conditions precedent referred to in
clause 2 below;
"CONTRACTS" means the agreements relating to the business as
listed in Annexure B hereto as well as all
unexecuted or partially executed orders and tenders
(whether awaiting adjudication or in respect of
which contracts have been awarded), as at the
effective date;
"DEBTS" means the claims (as at the effective date) of the
seller in respect of the business against its
debtors including other companies within the
Spescom Group and including deposits of any kind
with any financial institutions and negotiable
instruments issued or negotiated to and held by the
seller in discharge of the liabilities of the
debtors of the business as at the effective date,
as reflected in the effective management accounts;
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
"EFFECTIVE DATE" means 1 October 2000;
"EFFECTIVE MANAGEMENT means the unaudited balance sheet of the business
ACCOUNTS" as at 1 October 2000 with associated footnotes,
attached hereto as Annexure A;
"EXECUTION DATE" means the date of last signature hereof by the
parties;
"FIXED ASSETS" means all the fixed assets including but not
limited to all fixtures, fittings, furniture and
office equipment, used in connection with and
comprising part of the business, as reflected in
the effective management accounts;
"IMPLEMENTATION DATE" means the later of :
(i) the first business day after the date on which
the conditions precedent are fulfilled; or
(ii) the effective date;
"INTELLECTUAL PROPERTY" means all know-how, expertise, trade secrets, trade
names and trade marks (but excluding the Spescom
logo and trade mark), restraints of trade,
inventions, patents, designs, copyright,
proprietary software owned by the
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
seller and similar intellectual property rights,
relating to the business, as reflected in Annexure
C hereto;
"DESIGNATED LIABILITIES" means all liabilities of the seller relating to the
business as at the effective date, as reflected in
the effective management accounts and Annexure "D"
entitled Contingent Liabilities;
"PARTIES" means the seller, the purchaser and Altris;
"PURCHASER" means Altris Group plc (Registration No: 2253256);
"SELLER" means Spescom Limited UK (Registration No.
2625912);
"SPESCOM" means Spescom Limited (Registration Number
87/01083/06)
"SPESCOM GROUP" means the Group of companies constituted by Spescom
and its subsidiary and associate companies as
defined in the Act;
"STOCK" means finished stock, work-in-progress and raw
materials on hand in respect of the business,
including stock-in-transit and including any slow
moving, damaged or unsaleable stock after allowance
for slow moving, damaged or unsaleable stock, as
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
reflected in the effective management accounts;
"SUNDRY ASSETS" means consumables and the like on hand, and all
other assets not specifically referred to herein
owned by the seller in respect of the business as
reflected in the effective management accounts;
</TABLE>
any reference to an enactment is to that enactment as at the execution date and
as amended or re-enacted from time to time;
if any provision in a definition is a substantive provision conferring rights or
imposing obligations on any party, notwithstanding that it is only in
the definition clause, effect shall be given to it as if it were a
substantive provision in the body of the agreement;
when any number of days is prescribed in this agreement, same shall be reckoned
exclusively of the first and inclusively of the last day unless the
last day falls on a Saturday, Sunday or public holiday, in which case
the last day shall be the next succeeding day which is not a Saturday,
Sunday or public holiday;
where figures are referred to in numerals and in words, if there is any conflict
between the two, the words shall prevail.
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CONDITIONS PRECEDENT
This agreement is subject to the following conditions precedent, namely:
2.1.1 the obtaining of the approval of the Board of Directors and of the
Shareholders of the seller;
2.1.2 the obtaining of the approval of the Board of Directors of Altris.
Forthwith after the execution date, the parties shall use their best endeavors
to procure the fulfillment of the conditions precedent referred to in clause
2.1.
Unless the conditions precedent are fulfilled (or where appropriate, waived) on
or before 30 November 2000 or such later date as the parties may agree in
writing, the provisions of this agreement (save for clauses 19, 22, 23, 24, 26
and 27 which shall continue to be of full force and effect), shall be deemed
never to have become effective and none of the parties hereto shall have any
claim against the other except to be restored to its status quo ante, as may be
necessary.
SALE OF THE BUSINESS
The seller sells, transfers, cedes and assigns to the purchaser as an
indivisible whole and as a going concern with effect from the effective date
from which date the risk in and benefit of the business shall vest in the
purchaser, the business comprising -
The goodwill thereof;
The fixed assets;
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The stock;
The debts together with any rights which the seller has against any sureties for
those debts;
The sundry assets;
All of the right, title and interest in and to the intellectual property
together with all accrued rights subsisting therein;
The contracts;
All transferable trade and other licences, permits and authorities under which
the business is conducted as at the effective date; and
3.9 The designated liabilities.
4. PURCHASE PRICE AND PAYMENT
In consideration for the sale of the business, the purchaser shall
procure and Altris hereby undertakes, on the implementation date,
to transfer, allot and issue to the seller 550 000 (Five Hundred
and Fifty Thousand) shares of common stock ("the shares") at a
purchase price per share equal to the last traded market price of
Altris' shares on the OTC bulletin board on the day immediately
preceding the execution date.
5. VALUE ADDED TAX
The seller and the purchaser record, and reciprocally warrant in
favour of each other, that
5.1 Each of the seller and the purchaser respectively are at the
execution date hereof, registered as a vendor in terms of the Value
Added Tax Act in force in England;
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5.2 The business is sold as a going concern;
5.3 The business is an enterprise capable of separate operation;
5.4 The business will constitute an income earning activity as at the
effective date; and
5.5 The assets necessary to carry on the business are being disposed of
by the seller to the purchaser in terms of this agreement;so that
the value added tax ("VAT") payable is calculated at the rate of
0.0% (zero point zero percent);
5.6 The seller and the purchaser record that no VAT is payable in terms
of the sale of the business but should for any reason any VAT
become payable in terms of any relevant VAT Act, the purchaser
shall pay to the seller such VAT when the seller is required to
make payment thereof against delivery of a tax invoice to the
purchaser.
6. EMPLOYEES
6.1 Subject to clause 6.2, the seller's employees will become employees
of the purchaser on their existing terms and conditions of
employment, including any and all service benefits accrued at the
effective date. The existing terms and conditions of employment of
those employees of the seller who will become employees of the
purchaser are set forth in Annexure "E" hereto.
6.2 The seller's employees who are members of the Spescom pension /
provident fund shall retain all (if any) vested benefits which
accrued to such seller's employees prior to the effective date and
shall be entitled to transfer such benefits to a preservation or
like fund of such employees' choice.
6.3 The seller and the purchaser undertake to comply with the
provisions of any applicable Labour and/or Labour Relations
legislation.
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7. ADVERTISEMENTS
The seller and the purchaser agree that this transaction shall not
be advertised in terms of any insolvency legislation in England.
8. DELIVERY
The business shall be delivered to the purchaser on the
implementation date from which date the purchaser shall take legal
possession of the business. Delivery shall include -
8.1 The cession by the seller to the purchaser of the debts;
8.2 The physical delivery of all assets forming part of the business
including all transferable trade and other licenses, permits and
authorities required for the proper conduct of the business, to the
purchaser by handing them to the purchaser;
8.3 Subject to clause 10 the assignment of the intellectual property;
8.4 The cession of any restraint of trade given to the seller in
respect of the business, to the purchaser; and
8.5 The delegation of the designated liabilities. The purchaser shall
be obliged to discharge the designated liabilities on behalf of the
seller on the respective due dates therefor and indemnifies the
seller against any claims of whatsoever nature that maybe made
against the seller in respect of the designated liabilities or the
purchaser's failure to comply with the purchaser's obligations in
terms hereof.
9. OWNERSHIP
Subject to clause 10, ownership in respect of the business and the
assets included in such business, shall be deemed to have passed to
the purchaser on the effective date.
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10. REGISTRATION OF INTELLECTUAL PROPERTY
The seller shall, at the purchaser's expense, sign all such
documents as may be produced by the purchaser which are necessary
to procure the transfer of registration of ownership of any and all
of the intellectual property, into the name of the purchaser within
a reasonable time after the implementation date.
11. TRADE MARK
11.1 The seller hereby grants to the purchaser a non exclusive,
transferable and royalty free license to use the "Spescom" trade
mark and logo on and in respect of the seller's products and
services forming part of the business sold in terms of this
agreement.
11.2 The license granted in clause 11.1 shall commence on the effective
date and shall continue until either the purchaser disposes of the
business to a third party not forming part of the Spescom Group, or
Spescom's shareholding in Altris is diluted to 35% or less of the
total issued share capital of Altris, or Altris disposes of more
than 50% of its shareholding in the purchaser to a third party not
forming part of the Spescom Group, on which date the license shall
cease forthwith and the purchaser will have no further rights
whatsoever to the use of the "Spescom" trade mark and logo.
11.3 The seller does not warrant that the "Spescom" trade mark and logo
are valid or validly registered and makes no representations in
this regard except as are contained in this agreement.
12. CONTRACTS
12.1 As an integral part of the sale of the business, the seller hereby
and with effect from the effective date, cedes all its rights and
delegates all its obligations under all the contracts entered into
by it, (the rights acquired and the obligations undertaken by it)
in the ordinary course of business with suppliers, customers and
service providers in relation to the business, to the purchaser.
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12.2 The purchaser shall be entitled to the benefit of the contracts and
shall, subject to clause 20.1, carry out, perform and complete all
the obligations and liabilities to be discharged under the
contracts.
12.3 Insofar as the benefit or burden of any of the contracts cannot
effectively be assigned to the purchaser except with the consent to
the assignment from any person then:
12.3.1 The seller shall use all reasonable endeavors to procure the
consent to assignment and as soon as reasonably practical
thereafter assign such contracts;
12.3.2 Until the contracts are assigned the seller shall hold the
contracts in trust for the purchaser absolutely and the purchaser
shall, as the seller's sub-contractor, perform all the obligations
of the seller under the contracts to be discharged after the
effective date; and
12.3.3 Until the contracts are assigned, the seller shall (so far as it
lawfully may) give all reasonable assistance to the purchaser to
enable the purchaser to enforce its rights under the contracts.
12.4 The seller warrants to the purchaser that none of the contracts
were entered into other than in the ordinary and normal course of
business.
13. SUB LEASE
The seller and the purchaser agree that they shall within five days
of the implementation date enter into a written sub lease for a
portion of the premises situated at Spescom House, 53-55 Uxbridge
Road, Ealing, England on substantially the same terms and
conditions as those contained in the agreement of lease concluded
between the seller and its landlord.
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14. RECORDS
14.1 The seller shall permit the purchaser, as the purchaser may from
time to time require, such reasonable access to such of the past
and present records of the seller in relation to the business as
well as to make copies thereof, which are held by the seller as at
the effective date, to the extent that the same relates to customer
records, sales records, stock records, supplier details, technical
information, computers and the like.
14.2 The seller shall retain the past and present records pertaining to
the business for a period of not less than 3 (three) years
calculated from the effective date.
15. WARRANTIES
15.1 The seller hereby and without prejudice to any other warranties
given elsewhere in this agreement gives the purchaser the following
specific warranties which, unless otherwise stated, shall apply
both at the effective date and the implementation date. The seller
warrants that:
15.1.1 it is the sole registered and beneficial owner of the business;
15.1.2 the seller's books pertaining to the business have been properly
maintained and are capable of being written up so as to record all
transactions of the business;
15.1.3 except for assets disposed of in the ordinary course of business,
as at the effective date, the seller was and remains the owner of
and has good and marketable title to the assets and all such assets
are in the seller's possession or under its control. There is no
lien, security interest or encumbrance or agreement to create a
lien, security interest or encumbrance over the whole or any part
of the business, the assets or goodwill of the business;
15.1.4 all accounts, including but not limited to asset registers relating
to the business which have been shown to the purchaser are accurate
and have been prepared in accordance with the seller's policies and
generally accepted accounting practice;
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15.1.5 the assets are and shall remain until the implementation date
insured to the extent and in the amount required by prudent
business practice and in accordance with the seller's normal
policies and the seller will use its best endeavors to procure that
the interests of the purchaser in the assets are noted on all
relevant policies of insurance relating to the assets;
15.1.6 it is not aware of any fact or circumstance of any nature which
might prevent the business from being conducted in the same manner
and at least on the same scale after the effective date as before
the effective date ;
15.1.7 during the period from the effective date until the implementation
date;
15.1.7.1 save for variations in the ordinary course of business, the seller
has continued and shall continue to employ the seller's employees;
15.1.7.2 the seller, as agent for the purchaser has been and shall be
responsible for and has paid and shall pay all salaries and wages
due to the seller's employees up to the implementation date; and
15.1.7.3 the seller has not granted and shall not, subject to the provisions
of any statutory wage agreement which may come into force before
the implementation date, grant the seller's employees any increase
in remuneration or benefits, save in the ordinary course of
business;
15.1.8 between the effective date and the implementation date, the seller
will not have incurred any liability (other than a designated
liability) or obligation or entered into any transaction or sold or
alienated any of the assets otherwise than in the ordinary course
of business or in any way materially changed its normal manner and
method of carrying on business;
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15.1.9 save to the extent expressly qualified or limited in this
agreement, the annexures hereto or by written notice delivered to
the purchaser or Altris prior to the execution date, as at the
effective date there were no other material written claims or
disputes from or involving customers of the business against the
seller and the seller was not engaged in any other litigation,
arbitration or criminal proceedings (other than proceedings for the
collection of debts from trade debtors in the ordinary course of
business in relation to the business):
15.1.10 it is acquiring the shares for its own account as principal, for
investment, and not with a view to the distribution or resale
thereof, in whole or in part, in violation of the United States
Securities Act of 1933 (as amended) ("the Securities Act") or any
applicable State Securities Law and the seller has no present
intention of selling, negotiating or otherwise disposing of the
shares. In this respect the seller acknowledges and understands
that:
15.1.10.1 the shares have not been registered under the Securities Act and as
such, the shares are "restricted securities" as defined in Rule 144
of the Securities Act ("Rule 144");
15.1.10.2 the shares may not be resold unless they are registered under the
Securities Act or unless an exemption is obtained therefrom;
15.1.10.3 the availability of Rule 144 for the sale and transfer of the
shares is limited and that certain conditions and events must exist
and occur before the seller will be able to utilise Rule 144 in
connection with the sale or other disposition of the shares.
15.1.10.4 it is an "accredited investor" under Rule 501(a) of the Securities
Act;
15.1.10.5 its investment in the shares involves a high degree of risk and
that the seller has such knowledge and experience in financial and
business matters and that it is
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capable of evaluating the merits and risks of the investment
contemplated in this agreement;
15.1.10.6 it is satisfied that it has been afforded the opportunity to review
the financial and other information which it has requested from
Altris and to obtain such additional publicly available information
concerning Altris and its business and to ask such questions and
receive such answers (based upon publicly available information) as
the seller deems necessary to make an informed investment decision;
15.1.10.7 the shares are being offered and sold to it in reliance on specific
exemptions from the registration requirements of the United States
securities laws and that Altris is relying on the truth and
accuracy of and the seller's compliance with the representations,
warranties, agreements, acknowledgements, and understandings set
forth herewith in order to determine the availability of such
exemptions and the eligibility of the seller to acquire the shares.
15.1.11 As at the effective date, the contracts were of full force and
effect according to their terms and conditions and the seller was
not in material breach of any those terms and conditions and having
made all reasonable enquiries the seller is not aware of any facts
or circumstances which may give rise to the cancellation of any of
the contracts as a result of a breach by the seller.
15.2 Notwithstanding anything to the contrary contained in clause
15.1.10, the seller may transfer and assign its rights and
obligations under clause 15.1.10 to any other company within the
Spescom Group provided that the seller procures that such
transferee/assignee agrees to be bound by the terms and conditions
of clause 15.1.10.
15.3 The parties record that save as specifically set out in this
agreement, the business sold by the seller to the purchaser,
including but not limited to the fixed assets, the stock, the
goodwill and the intellectual property are sold as is and without
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warranties of whatsoever nature or kind whether imposed by statute,
common law or otherwise and whether in relation to defects, fitness
for purpose or otherwise.
16. AGENT'S COMMISSION
It is recorded that the sale of the business was not concluded
through the instrumentality of any agent.
17. COMPLIANCE WITH STOCK EXCHANGE
REQUIREMENTS
The parties undertake, in so far as same may be necessary, to
comply with the requirements of any relevant Stock Exchanges in
respect of the sale of the business.
18. BREACH
If any party ("the guilty party") should breach any of its
obligations in favour of the other party ("the innocent party") and
remain in breach for more than 21 (twenty one) days after the
innocent party has given written notice to the guilty party
requiring that such breach be remedied, then the innocent party
shall have all rights available to it at common law as a result of
any such breach.
19. CONFIDENTIALITY
The following confidentiality provisions shall in the event of this
agreement becoming unconditional bind the parties during and for a
period of 3 (three) years after the termination of this agreement:
19.1 Any person giving information shall be referred to as "the
discloser" and any person receiving information shall be referred
to as "the recipient".
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19.2 All information of any nature disclosed or made available by one
party to the other in connection with their dealings with each
other, whether furnished orally or in writing and whether marked
with proprietary legend or not, shall constitute confidential,
proprietary and trade secret information (collectively referred to
as "the information") of the discloser, provided that there shall
be excluded from such information, any information which is at the
time of disclosure already in the public domain otherwise than by
breach of this agreement and there shall be excluded such
information as the recipient is able to show was within its
knowledge prior to the disclosure thereof. In addition, all
analyses, compilations, studies, reports and other documents
prepared by the recipient which contain or reflect any of the
information received by the recipient shall also be protected in
terms of this agreement. Such items shall be collectively referred
to as "the reports".
19.3 Subject to clauses 19.2 and 19.4, the recipient shall at all times,
unless otherwise agreed in writing by the discloser, hold the
information furnished by the discloser and the reports in strict
confidence and the recipient shall disclose such information and
the reports only to its own employees and professional advisers as
necessary for the purposes of the transaction contemplated in terms
of this agreement. The recipient shall make no other use or
disclosure of the information or the reports. For the purposes of
this clause, the phrase "employees" shall be deemed to include
directors of the recipient.
19.4 In the event that the recipient becomes legally compelled to
disclose the information or the reports (excluding disclosures
required in terms of the rules of any relevant Stock Exchange) the
recipient shall immediately notify the discloser of such fact and
shall, at the discloser's expense, co-operate with the discloser in
contesting or otherwise dealing with the requirement for such
disclosure.
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19.5 Upon termination of this agreement for any reason whatsoever, the
recipient shall, within 10 (ten) days of the date of termination,
return to the discloser all items incorporating the information of
the discloser including the reports and all notes and documents
pertaining thereto, together with all copies of any such reports,
notes and documents. No party will use, copy or adapt the
information, or the reports or any printed material relating
thereto either directly or indirectly.
20. INDEMNITIES
20.1 Save for clause 5.6, the seller indemnifies the purchaser against
and holds it harmless from any claim, damage, loss, penalty, charge
or expense of any nature whatsoever which the purchaser may sustain
as a result of or attributable to any liability or claim (in both
instances excluding designated liabilities) whether actual or
contingent, the cause of action of which arose prior to the
effective date.
20.2 The purchaser indemnifies the seller against and holds it harmless
from any claim, damage, loss, penalty, charge or expense of any
nature whatsoever which the seller may sustain as a result of or
attributable to any liability or claim (in both instances including
designated liabilities) whether actual or contingent, the cause of
action of which arises after the effective date.
21. RESTRAINT
The seller undertakes that it will not for a period of 1 (one) year
calculated from the effective date, without the purchaser's prior
written consent which it may give or withhold in its absolute
discretion, be interested, engaged or employed in England whether
as proprietor, partner, director, shareholder, employee, adviser,
consultant, agent, member of a syndicate, close corporation or
otherwise howsoever and whether directly or indirectly in any
business, firm or undertaking which carries on the business of
document management which competes directly with the business as at
the effective date.
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22. ANNOUNCEMENT
No announcement shall be made, whether to the press or otherwise,
in respect of this agreement unless made in a form, at a time and
in a manner agreed between the parties, or made for normal trade
information, or made in compliance with any legal obligation of any
party including but not limited to the requirements of any relevant
Stock Exchange.
23. ARBITRATION
23.1 Any dispute arising from or in connection with this agreement, its
interpretation, breach, termination or cancellation shall in the
absence of the parties resolving same amicably, be finally resolved
by arbitration under the ICC rules of conciliation and arbitration
by an arbitrator or arbitrators appointed by the ICC. Such
arbitration shall take place in London, England.
23.2 Without derogation from the meaning of the word "dispute", which
word shall be interpreted widely, it shall be regarded as a dispute
for the purposes of this clause if one party addresses to the other
any notice in terms of this agreement, its termination or
cancellation or dealing with any matter related, directly or
indirectly, to this agreement which notice calls either for remedy
of any breach or for a response to that notice and, after the lapse
of time specified in this agreement for remedy or response, (or, in
the absence of any such specified time, a period of 7 (seven) days
from the date of receipt of the notice), the party which gave the
notice alleges that no or inadequate remedy has occurred or that no
or inadequate response has been received.
23.3 This clause 23 shall not preclude any party from obtaining interim
relief on an urgent basis from a court of competent jurisdiction
pending the decision of the arbitrator's.
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24. DOMICILIUM
24.1 The parties choose as domicilium citandi et executandi
("domicilium") and for the delivery of all notices arising out of
this agreement or its termination or cancellation, the addresses
set out below:
24.1.1 the seller: Spescom House
53-55 Uxbridge Road
London W5 5SA
England
Fax: (0944) 20 8231 2830
Attention: Albert Selzer
24.1.2 the purchaser: Spescom House
53-55 Uxbridge Road
London W5 5SA
England
Fax: (0944) 20 8231 2830
Attention: Roger Erickson
24.1.3 Altris: 9339 Carroll Park Drive
San Diego
California 92121
Fax: (858) 546 7671
Attention: Roger Erickson
24.2 All notices shall either be hand-delivered, or sent by facsimile
transmission to be followed by the delivery of the original notice.
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24.3 Any party (excluding Altris) shall be entitled from time to time,
by written notice to the other, to vary its domicilium to any other
address within England which is not a post office box or poste
restante.
24.4. Any notice given and any payment made by any party to the other
("the addressee") which:
24.4.1 is delivered by hand during normal business hours of the addressee
at the addressee's domicilium shall be deemed, until the contrary
is proved by the addressee, to have been received by the addressee
at the time of delivery;
24.4.2 is sent by facsimile machine shall be deemed, until the contrary is
proved by the addressee, to have been clearly received within 1
(one) hour of transmission where it is transmitted during business
hours of the receiving instrument and at noon on the following
business day (excluding Saturdays) where it is transmitted outside
such business hours; it being recorded that any notice so sent
shall be followed up by hand delivery of the original notice within
7 (seven) days thereafter.
24.5 No provision of this domicilium clause shall be taken as affecting
the validity of any notice which is actually received by any party,
whether at its domicilium or not and whether delivered in terms of
the express provisions of this domicilium clause or not and any
notice which is actually received by any party shall be deemed to
be notice validly given.
25. MISCELLANEOUS
25.1 This agreement read with its annexures constitutes the sole record
of the agreement between the parties in regard to the subject
matter hereof and replaces and supersedes all prior arrangements
and documentation in regard hereto.
25.2 No party shall be bound by any representation, warranty, promise or
the like not recorded in this agreement read with its annexures.
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25.3 No addition to or variation or agreed cancellation of this
agreement shall be of any force or effect unless in writing and
signed by or on behalf of the parties.
25.4 Any indulgence which any of the parties may grant to the other in
terms of or pursuant to this agreement shall neither constitute a
waiver of any of the rights of that party which granted such
indulgence nor a novation hereof.
25.5 The purchaser may elect in writing at any time to cede and/or
delegate its rights and/or obligations under this agreement in
whole or in part to any of its subsidiaries or any other third
party, provided, however, that the purchaser shall remain jointly
and severally liable with any such cessionary or delegatee for the
performance of all such obligations in terms of this agreement to
the seller
25.6 If any provision of this agreement is found or held to be invalid
or unenforceable, the validity of all the other provisions hereof
will not be affected thereby and the parties agree to meet and
review the matter and if any valid and enforceable means is
reasonably available to achieve the same object as the invalid or
unenforceable provision, to adopt such means by way of variation of
this agreement.
25.7 In the event that any of the terms of this agreement are found to
be invalid, unlawful or unenforceable, such terms will be severable
from the remaining terms, which will continue to be valid and
enforceable. If any invalid term is capable of amendment to render
it valid, the parties agree to negotiate an amendment to remove
invalidity.
26. LAW
This agreement shall be governed by and construed according to the law of
England.
23
<PAGE>
27. COSTS
27.1 Each party shall bear its own legal costs of and incidental to the
negotiation, preparation, settling, signing and implementation of
this agreement provided that the purchaser shall pay any stamp duty
due on this agreement or on the transfer of the shares contemplated
in clause 4 as well any other registration costs, fees and expenses
required in order to transfer such shares from Altris to the
seller.
27.2 Any costs, including attorney and own client costs and value added
tax, incurred by a party arising out of a breach by the other party
shall be borne by the party in breach.
SIGNED AT MIDLAND ON THIS THE 14TH DAY OF NOVEMBER 2000
AS WITNESSES:
1 /s/ BALAMONEY NAICKER
-------------------------------
2 /s/ KARIN HUGO VAN DER WALT /s/ HILTON JEFFREY ISAACMAN
------------------------------- -------------------------------
FOR: SPESCOM LIMITED UK
WHO WARRANTS THAT HE IS DULY AUTHORISED
HERETO.
SIGNED AT SAN DIEGO ON THIS THE 14TH DAY OF NOVEMBER 2000
AS WITNESSES:
1 /s/ MELISSA FARVER
-------------------------------
2 /s/ JIM GOLLAHER /s/ JOHN W. LOW
------------------------------- -------------------------------
FOR: ALTRIS GROUP PLC
WHO WARRANTS THAT HE IS DULY AUTHORISED
HERETO.
24
<PAGE>
SIGNED AT SAN DIEGO ON THIS THE 14TH DAY OF NOVEMBER 2000
AS WITNESSES:
1 /s/ MELISSA FARVER
-------------------------------
2 /s/ JIM GOLLAHER /s/ R. ERICKSON
------------------------------- -------------------------------
FOR: ALTRIS SOFTWARE INC
WHO WARRANTS THAT HE IS DULY AUTHORISED
HERETO.
25
