Itract Inc – ‘S-4/A’ on 1/24/01 – EX-10.6

On:  Wednesday, 1/24/01, at 1:13pm ET   ·   Accession #:  950170-1-89   ·   File #:  333-40762

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           294   1.14M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-10.1     Agreement                                              4     12K 
 3: EX-10.2     Rental Api Agreement                                   2     14K 
 4: EX-10.3     Moore Business Communications Service Agreement        6     27K 
 5: EX-10.4     Material Contract                                      4     17K 
 6: EX-10.5     Employment Agreement                                  10     30K 
 7: EX-10.6     Material Contract                                      2     11K 
 8: EX-23.4     Consent of Deloitte & Touche                           1      8K 
 9: EX-23.5     Consent of Anchin, Block & Achin LLP                   1      7K 

EX-10.6   —   Material Contract

EX-10.6
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                                                                    EXHIBIT 10.6

 ASSIGNMENT OF INTELLECTUAL PROPERTY

       International Commerce Exchange Systems, Inc., a Delaware corporation
("ICES"), CoreActive ACG, LLC, a Delaware limited liability company,            
("CoreActive"), and Jencom Digital Technologies, LLC, a Delaware limited        
liability company ("Jencom" and collectively, together with ICES, CoreActive and
Jencom, "Assignor"), in consideration of $1.00 and other good and valuable      
consideration, the receipt of which is hereby acknowledged, hereby transfers and
assigns to iTract, LLC, a Delaware limited liability company, its licensees,    
successors and assigns (collectively, "iTract"), now and forever, all of their  
right, title and interest in and to the following ColdFusion modules used in the
creation of the website for iTract:                                             

CF_DoubleBox                                                                    
CF_EmbedFields                                                                  
CF_ItractPages                                                                  
CF_MessageText                                                                  
CF_Phone                                                                        
CF_Phoneformat                                                                  
CF_Safe4Script                                                                  
CF_SafeText                                                                     
CF_StringToSQL                                                                  

and the CyberCash Reconciliation programs (collectively, the "Modules"),        
including, without limitation, (a) all right, title, interest, and benefit      
(including but not limited to the right to make, use, offer to sell, or sell    
under patent law; to copy, adapt, distribute, display, and perform under        
copyright law; and to use and disclose under trade secret law) of Assignor in   
and to all inventions (whether or not patentable), trade secrets, copyrights,   
technology licenses, know-how, confidential information, shop rights, and all   
other intellectual property rights owned or claimed by Assignor embodied in the 
Modules, and (b) all right, title, interest, and benefit of Assignor and all    
powers and privileges of Assignor, in, to, and under all technical data, program
source code, drawings, prototypes, engineering files, system documentation, flow
charts, and design specifications acquired or developed by Assignor in          
connection with the development of the Modules.                                 

      In furtherance of this Agreement, Assignor hereby acknowledges that,
from this date forward, iTract has succeeded to all of Assignor's right, title, 
and standing to:                                                                

                  (a) Receive all rights and benefits pertaining to the Modules,
including the right to recover for past infringement;                           

                  (b) Institute and prosecute all suits and proceedings and take
all actions that iTract, in its sole discretion, may deem necessary or proper to
collect, assert, or enforce any claim, right, or title of any kind in and to any
and all of the Modules; and                                                     

                 (c) Defend and compromise any and all such actions, suits, or
proceedings relating to such transferred and assigned rights, title, interest,  
and benefits, and do all other such acts and things in relation thereto as      
iTract, in its sole discretion, deems advisable.                                

    ICES, CoreActive and Jencom shall cooperate with iTract, including
signing any documents, as necessary to obtain full proprietary rights and       
benefits for iTract in the Modules, and each of them shall execute, acknowledge 
and deliver to iTract all documents as may be necessary to make a record with   
any government agencies, courts or third parties, of iTract's ownership of all  
right, title and interest in and to the Modules.                                

EX-10.6
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     The parties hereto acknowledge that this Assignment constitutes the
entire understanding between the parties relating to the Modules and supersedes 
all prior agreements and understandings, whether written or oral, all of which  
are merged herein. This Assignment may not be changed or amended orally and may 
be amended only by a written amendment executed by the parties hereto.          

Dated as of April 18, 2000                                                      

International Commerce                                                          
Exchange Systems, Inc.                   CoreActive ACG, LLC                    

/s/ Henry Kauftheil                      /s/ Henry Kauftheil                    
--------------------------------         ---------------------------------------
Henry Kauftheil, Chairman                Henry Kauftheil, Chairman              

Jencom Digital Technologies, LLC         iTract, LLC                            

/s/ Henry Kauftheil                      /s/ Kevin Kerzner                      
--------------------------------         ---------------------------------------
Henry Kauftheil, Chairman                Kevin Kerzner, Executive Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/24/01							None on these Dates
		4/18/00		2
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