Audio, Visual, and Motion Pictures Company

Sale of substantially all of the assets of the DigitalSound Production Services, Inc., describe as below:

1. all accounts receivable, rebates, refunds and other receivables of Seller
2. all Inventories
3. ll rights of Seller under each lease and any related agreement for the Leased Property with Seller’s interests in and to all Improvements and fixtures located thereon or attached thereto, and other appurtenances thereto, and Seller’s rights in respect thereof
4. all FF&E, including the vehicles owned by Seller
5. all Intellectual Property, including, without limitation, all trademarks, service marks, trade names and corporate names of Seller and all rights to the DPSinc.com website;
6. all Assigned Contracts;
7. all Documents; provided that Seller shall be entitled to retain copies thereof
8. all Permits to the extent assignable
9. all rights under or arising out of all insurance policies relating to the Acquired Assets, unless non-assignable as a matter of law
10. all rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Seller or with third parties, including non-disclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with the Auction
11. any rights, Claims or causes of action of Seller for Claims arising out of the Assigned Contracts
12. all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided
13. all goodwill and other intangible assets associated with the Business and the Acquired Assets, including customer and supplier lists