<PAGE>
EXHIBIT 2.8
ASSIGNMENT AND TRANSFER OF THE AIRBOSS/AIRFORCE/AIRBROWSE SOFTWARE
WHEREAS, Telcordia Technologies, Inc., a Delaware corporation having
offices at 445 South Street, Morristown, New Jersey 07960, ("Telcordia"), owns,
by assignment, all right, title, and interest the Telcordia
AirBoss/AirForce/AirBrowse software products (AirBoss Software), subject to only
those exceptions disclosed in this Agreement.
WHEREAS, AirBoss Acquisition Corporation, a corporation organized and
existing under the laws of the State of New Jersey ("AirBoss"), desires to own
Telcordia's entire right, title, and interest in and to the Telcordia AirBoss
software products; and
WHEREAS, Telcordia and AirBoss have entered into an Asset Purchase and
Transfer Agreement (the Purchase Agreement) on even date herewith under which
Telcordia has agreed to transfer all its rights, title and interests in such
AirBoss Software to AirBoss; and
NOW THEREFORE, be it known that, for good and valuable consideration
receipt of which is hereby acknowledged,
Article 1 - Conveyance of Rights
Effective as of July 24, 2000, Telcordia hereby transfers, grants,
conveys, assigns, and relinquishes exclusively to AirBoss all of Telcordia's
right, title and interest in and to both the tangible and intangible property
constituting the AirBoss Software, in perpetuity including the following
corporeal and incorporeal incidents to the AirBoss Software:
1. Title to and possession of the media, devices, and documentation that
constitute all copies of the AirBoss Software, its component parts, and all
documentation related thereto, possessed or controlled by Telcordia; and
2. All copyright interests owned or claimed by Telcordia pertaining to the
AirBoss Software.
Article 2 - Delivery of Physical Objects
Upon the effective date of this Agreement or within a commercially
reasonable time thereafter, Telcordia shall deliver to AirBoss: 1) its entire
inventory of copies of the AirBoss Software in all forms, and 2) all system and
user documentation pertaining to the AirBoss software to include design and
development specifications and related memoranda. Delivery shall be accomplished
by the transfer of such assets in the possession of the Telcordia employees and
contractors who leave Telcordia to become AirBoss employees and/or contractors
on or about the effective date.
Article 3 - Rights Retained or Reserved by Telcordia
Notwithstanding any other provision of this Agreement, Telcordia,
reserves and retains for its own benefit the intangible information, knowledge,
skills, and expertise (Know-How) retained in the unaided memory of those
Telcordia employees and/or contractors who remain with Telcordia and who have
had access to the AirBoss Software and Documentation to permit such employees
and/or contractors to use such Know-how in their normal course of
<PAGE>
employement. In addition, notwithstanding any other provision of this Agreement,
Telcordia may retain copies of the AirBoss software as permitted by other
agreements with AirBoss in order for Telcordia to fulfill its current
obligations to Telkom SA and other customers.
Article 4 - Warranty Disclaimer
Except as expressly provided in a separate agreement, Telcordia shall
not be responsible to AirBoss for, or have any duty to conduct or perform, any
training, instruction, or presale or postsale, marketing support; any licensing,
sublicensing, leasing or distribution; or any modification, correction,
updating, enhancement, or technical support of the AirBoss Software. IN
ADDITION, THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE, EVEN IF AIRBOSS HAS BEEN MADE AWARE OF SUCH PURPOSE, AND
THE WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY
RIGHTS.
Article 5 - Miscellaneous
This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto, together with their respective legal representatives,
successors, and assigns.
This Agreement shall be governed by and construed in accordance with
the laws of New York.
IN TESTIMONY WHEREOF, each party has caused its authorized
representative to execute this Assignment.
TELCORDIA TECHNOLOGIES, INC. AIRBOSS ACQUISITION CORPORATION
By By
------------------------------ --------------------------------
Date Date
---------------------------- --------------------------------
