Assets of Legal Services Business

Sale of assets of The Legal Coverage Group Ltd., which includes:

• Tangible Personal Property. All interests of Seller as of the date of this Agreement in all equipment, computers, servers, monitors, printers,.telephone systems, furniture, fixtures, office materials and supplies, and other tangible personal property of every kind and description, used or held for use in connection with the Business, and any additions and improvements thereto between the date of this Agreement and the Effective Date (collectively, the "Tangible Personal Property");
• Business Contracts. All rights of Seller in those contracts and agreements (other than the Excluded Real Property Lease) to which Seller is a party and which are used in connection with the Business, and any contracts and agreements entered into between the date hereof and the Effective Date in accordance with Section 4.1 as listed on Schedule 1.3 (the "Business Contracts");
• Intangible Property. All rights and interests of Seller as of the date of this Agreement in all trademarks (including without limitation the trademark "H.E.L;P."), trade names, service marks, copyrights, franchises, patents, slogans, logotypes, and all other intellectual property and other intangible rights, used or held for use in connection with the Business, and those acquired by Seller between the date hereof and the Effective Date (collectively, the "Intangible Property");
• Telephone Numbers and Internet Websites. All rights and interests of Seller in all telephone numbers and internet web sites used or held for use in connection with the Business, including without limitation all internet domain leases and domain names of the Business, the unrestricted right to the use of HTML content located and publicly accessible from those domain names, and the "visitor" ei-mail database for those sites;
• Files and Records. All interests of seller in all files and other records that relate to the operation of the Business, other than duplicate copies of such files and "records, including without limitation all customer lists, attorney lists, billing reports, accounts receivable and accounts payable records, advertising, marketing or related materials, arid all other operational and financial information concerning the Business and the Business Assets;
• Warranty Claims. All claims, rights, and interests of Seller against third parties under manufacturers' and vendors' warranties, if and to the extent that they relate to the Business Assets;
• Prepaid Items. All rights and interests of Seller in any deposits, reserves and other amounts prepaid under the Assigned Contracts (as defined below);
• Names. The names "The Legal Coverage Group, Ltd.," "LCG" and H.E.L.P; and
• Goodwill. All of Seller's goodwill in, and going concern value of, the Business.