Assets of Payroll Preparation Services Company

Sale of assets of Interlogic Outsourcing, Inc. which includes:

1. all Contracts, including, without limitation, the Seller’s 401(k) plan and any merchant agreements, whether active, inactive or cancelled (the “Assumed Contracts”); provided, however, the Purchaser acknowledges that it shall be obligated to pay any and all pre-or post-petition date costs and expenses when they become due and payable as provided herein and as required by the Sale Approval Order to be paid to cure any and all monetary defaults as of the Closing under all Assumed Contracts for which necessary consents and/or Bankruptcy Court approval to transfer have been received (the “Cure Costs”) as a component of the consideration for the purchase of the Transferred Assets;
2. all real property, leaseholds and other interests in real property, together in each case with the Seller’s right, title and interest in and to all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances relating to the foregoing;
3. all Intellectual Property used by the Seller in the Business, in each case, to the extent assignable or otherwise transferable (the “Transferred IP”);
4. all furniture, furnishings, machinery, equipment and supplies and similar tangible personal property used by the Seller in the Business;
5. all Permits used by Seller in the Business, to the extent assignable (the “Transferred Permits”);
6. all books of account, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals and customer and supplier correspondence owned by the Seller relating to the Business other than the Excluded Records (the “Books and Records”);
7. [all of Seller’s bank accounts];
8. [all notes receivable and other indebtedness owed to Seller independent sales organizations]; and
9. any rights and Claims (including claims under chapter 5 of the Bankruptcy Code) of Seller (i) relating to the Assumed Contracts; and (ii) against counter parties to an Assumed Contract if such counter party is a merchant or independent sales organization (collectively, the “Transferred Claims”).