sc13dza

0000950134-08-007224.txt : 20080424 0000950134-08-007224.hdr.sgml : 20080424 20080424060210 ACCESSION NUMBER: 0000950134-08-007224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080424 DATE AS OF CHANGE: 20080424 GROUP MEMBERS: ACCLAIM FINANCIAL GROUP LLC GROUP MEMBERS: AUDREY SPANGENBERG GROUP MEMBERS: CHRISTIAN SPANGENBERG GROUP MEMBERS: ERICH SPANGENBERG GROUP MEMBERS: NMPP INC GROUP MEMBERS: TECHDEV HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Firepond, Inc. CENTRAL INDEX KEY: 0001012316 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 203446646 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58567 FILM NUMBER: 08772999 BUSINESS ADDRESS: STREET 1: 205 NEWBURY STREET STREET 2: SUITE 204 CITY: FRAMINGHAM, STATE: MA ZIP: 01701 BUSINESS PHONE: (866) 826-6344 MAIL ADDRESS: STREET 1: 205 NEWBURY STREET STREET 2: SUITE 204 CITY: FRAMINGHAM, STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: FP Technology, Inc. DATE OF NAME CHANGE: 20060705 FORMER COMPANY: FORMER CONFORMED NAME: AFG Enterprises USA, Inc. DATE OF NAME CHANGE: 20050809 FORMER COMPANY: FORMER CONFORMED NAME: IN STORE MEDIA SYSTEMS INC DATE OF NAME CHANGE: 19991210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FP Tech Holdings, LLC CENTRAL INDEX KEY: 0001423305 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 207C N. WASHINGTON AVE. CITY: MARSHALL STATE: TX ZIP: 75670 BUSINESS PHONE: (214) 438-0801 MAIL ADDRESS: STREET 1: 207C N. WASHINGTON AVE. CITY: MARSHALL STATE: TX ZIP: 75670 SC 13D/A 1 d56050sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Firepond, Inc.

(Name of Issuer)

Common Stock, $0.001 pare value per share

(Title of Class of Securities)

31822L104

(CUSIP Number)

FP Tech Holdings, LLC
270B N. Washington Ave.
Marshall, Texas 75670
(214) 438-0801

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 17, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

FP Tech Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

2,797,378¹

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,797,378¹

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,797,378 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.92%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC³

¹ See Item 5.

² Based on 8,349,239 shares of common stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008.

³ This code has been amended to better reflect the type of reporting person.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

Erich Spangenberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,133,941¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,133,941¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,133,941 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.88%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ 2,797,378 shares are held by FP Tech Holdings, LLC (“FP Tech”) and 336,563 shares are held by NMPP, Inc. TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“Plutus”) is the sole member of FP Tech, and Erich Spangenberg is the manager of Plutus. Through his position as manager of Plutus, the sole member of FP Tech, Mr. Spangenberg may have the power to dispose of or direct the disposition of shares of common stock owned by FP Tech. As a result, Mr. Spangenberg may be deemed to have beneficial ownership of the 2,797,378 shares owned of record by FP Tech. Further, through his position as president, sole director and sole shareholder of NMPP, Inc., Mr. Spangenberg may have the power to dispose of or direct the disposition of shares of common stock owned by NMPP, Inc., and Mr. Spangenberg may be deemed to have beneficial ownership of the 366,563 shares owned of record by NMPP, Inc.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

Acclaim Financial Group, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,797,378¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,797,378¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,797,378 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.92%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ The 2,797,378 shares are held by FP Tech Holdings, LLC (“FP Tech”). Acclaim Financial Group, LLC (“AFG”) is the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“Plutus”), the sole member of FP Tech. Through its membership interest in Plutus, AFG may have the power to dispose of or direct the disposition of shares of common stock owned by FP Tech. As a result, AFG may be deemed to have beneficial ownership of the 2,797,378 shares owned of record by FP Tech.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

TechDev Holdings, LLC (f/k/a Plutus IP, LLC)¹

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,797,378²

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,797,378²

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,797,378 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.92%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ Plutus IP, LLC changed its name to TechDev Holdings, LLC effective April 18, 2008.

² The 2,797,378 shares are held by FP Tech Holdings, LLC (“FP Tech”). TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“Plutus”) is the sole member of FP Tech. Through its membership interest in FP Tech, Plutus may have the power to dispose of or direct the disposition of shares of common stock owned by FP Tech. As a result, Plutus may be deemed to have beneficial ownership of the 2,797,378 shares owned of record by FP Tech.

³ Based on 8,349,239 shares of common stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

Audrey Spangenberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,797,378¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,797,378¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,797,378 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.92%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ The 2,797,378 shares are held by FP Tech Holdings, LLC (“FP Tech”). Audrey Spangenberg is the manager of FP Tech, and the managing member and 99% owner of Acclaim Financial Group, LLC (“AFG”), the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC), the entity which is the sole member of FP Tech. Through her position as manager of FP Tech and membership interest in AFG, Ms. Spangenberg may have the power to dispose of or direct the disposition of shares of common stock owned by FP Tech. As a result, Ms. Spangenberg may be deemed to have beneficial ownership of the 2,797,378 shares owned of record by FP Tech.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

Christian Spangenberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,797,378¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,797,378¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,797,378 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.92%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ The 2,797,378 shares are held by FP Tech Holdings, LLC (“FP Tech”). Christian Spangenberg is the 1% owner of Acclaim Financial Group, LLC (“AFG”), the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“Plutus”). Plutus is the sole member of FP Tech. Through his position as owner of AFG, Mr. Spangenberg may have the power to dispose of or direct the disposition of shares of common stock owned by FP Tech. As a result, Mr. Spangenberg may be deemed to have beneficial ownership of the 2,797,378 shares owned of record by FP Tech.


CUSIP No.		31822L104

NAMES OF REPORTING PERSONS

NMPP, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Texas

SOLE VOTING POWER

NUMBER OF

336,563¹

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

336,563¹

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

336,563 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ 336,563 shares are held by NMPP, Inc.

Item 1. Security and Issuer

The Schedule 13D filed on January 11, 2008 (the “Schedule 13D”) by FP Tech Holdings, LLC, a Texas limited liability company (“FP Tech”), relating to the shares of common stock, $0.001 par value per share, of Firepond, Inc., a Delaware corporation (the “Issuer”), is hereby amended by this Amendment No. 2 to the Schedule 13D. The principal executive offices of the Issuer are located at 205 Newbury Street, Suite 205, Framingham, MA 01701.

Item 3. Source and Amount of Funds or other consideration

Item 3 is hereby amended to add:

Since the filing of Amendment No.1 to the Schedule 13D through April 23, 2008, all funds used to purchase the securities of the Issuer as set forth in Item 5(c), incorporated herein by reference, on behalf of the reporting persons have come from the assets controlled by such reporting persons and their affiliates.

Item 5. Interest in Securities of the Issuer

This amendment is being filed to report the acquisition of certain securities by FP Tech. Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) FP Tech owns 2,797,378 shares of common stock of the Issuer, representing 32.92% of the issued and outstanding shares of the common stock of the Issuer. The 2,797,378 shares include the following derivative securities: (i) 48,000 shares of common stock issuable upon conversion of senior secured convertible notes due January 2009, which were acquired from Robert Willard & Associates by FP Tech; (ii) 40,000 shares of common stock issuable upon conversion of a senior secured convertible note due January 2009, which was acquired from Plexus Fund Limited by FP Tech; and (iii) 60,714 shares of common stock issuable upon the exercise of a warrant to purchase common stock, which was acquired from Plexus Fund Limited by FP Tech. Because (i) Audrey Spangenberg, in her role as the managing member of AFG and the sole manager of FP Tech, controls FP Tech’s voting and investment decisions, (ii) Plutus, in its role as the sole member of FP Tech, controls FP Tech’s voting and investment decisions, (iii) Erich Spangenberg, in his role as the manger of Plutus, controls FP Tech’s voting and investment decisions, (iv) AFG, as the sole member of Plutus, the sole member of FP Tech, controls FP Tech’s voting and investment decisions, and (v) Christian Spangenberg is an owner of AFG, Audrey Spangenberg , Plutus, Erich Spangenberg, AFG and Christian Spangenberg may be deemed to have beneficial ownership of the shares owned of record by FP Tech.

NMPP, Inc. owns 336,563 shares of common stock of the Issuer, representing 4% of the issued and outstanding shares of the common stock of the Issuer. Because Erich Spangenberg, as the president, sole director and shareholder of NMPP, Inc., controls its voting and investment decisions, Mr. Spangenberg may be deemed to have beneficial ownership of the shares owned of record by NMPP, Inc.

All ownership percentages are based on 8,349,239 shares of common stock the Issuer outstanding as of February 14, 2008, as reported in the Issuer’s 10-QSB for the period ended December 31, 2007, filed with the Securities and Exchange Commission on February 15, 2008.

(b) See Item 5(a), and with respect to each Reporting Person, the responses to Rows 7 through 10 set forth for such Reporting Person on the cover pages hereto.

(c) On April 17, 2008, FP Tech consummated a transaction pursuant to an Assignment Agreement, a copy of which is attached hereto as Exhibit 5, by and between FP Tech and Plexus Fund Limited (“Plexus”), whereby Plexus assigned the following securities to FP Tech for an aggregate $250,000 in cash: (i) 81,250 shares of common stock; (ii) a warrant to purchase 60,714 shares of common stock; (iii) a senior secured convertible note due 2009, in the aggregate principal amount of $280,000, convertible into 40,000 shares of common stock at a conversion price of $7.00 per share; and (iv) a senior secured subordinated note due 2008, in the aggregate principal amount of $168,875. No allocation was made with respect to the respective price paid for the individual components of the acquired securities.

(d) Not Applicable

(e) Not Applicable.

-10-

Item 7. Material to Be Filed as Exhibits


Exhibit No.		Description

	1	Joint Filing Agreement dated January 11, 2008 among NMPP, Inc., FP Tech Holdings, LLC, Plutus IP, LLC, Acclaim Financial Group, LLC, Audrey Spangenberg, Christian Spangenberg and Erich Spangenberg (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).

	2	Stock Purchase Agreement, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).

	3	Note, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).

	4	Security Agreement, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).

	5	Assignment Agreement, by and between FP Tech Holdings, LLC and Plexus Fund Limited.

-11-

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2008


	FP Tech Holdings, LLC
	By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Manager

	Audrey Spangenberg
	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg


	Christian Spangenberg
	/s/ Audrey Spangenberg
	By:	Audrey Spangenberg, as parent on behalf of Christian Spangenberg

	Acclaim Financial Group, LLC
	By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Managing Member

	Erich Spangenberg
	/s/ Erich Spangenberg
	Name:	Erich Spangenberg


	NMPP, Inc.
	By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	President

	TechDev Holdings, LLC (f/k/a Plutus IP, LLC)
	By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	Manager

-12-

EX-99.5 2 d56050exv99w5.htm ASSIGNMENT AGREEMENT exv99w5

Exhibit 5

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT dated as of April ___, 2008 (this “Agreement”) is entered into by and between Plexus Fund Limited (the “Transferor”), and FP Tech Holdings, LLC , or its designee (the “Transferee”).

RECITALS:

WHEREAS, pursuant to that certain Indenture, dated January 24, 2007 (the “Indenture”), by and between Firepond, Inc. (the “Company”) and the Bank of New York, as trustee, the Transferor was issued that certain Senior Secured Convertible Note due 2009 (the “CAP Note”) and that certain Warrant to Purchase Common Stock (the “Warrant”), both as listed on Exhibit A attached hereto;

WHEREAS, on August 2, 2007, pursuant to that certain Securities Purchase Agreement by and among the Company and certain investors, including the Transferor, the Transferor was issued that certain Senior Secured Subordinated Note of the Company (the “Bridge Note”), as listed on Exhibit A attached hereto;

WHEREAS, the Transferor is the holder of 81,250 shares of common stock of the Company (the “Shares”), as listed on Exhibit A attached hereto; and

WHEREAS, the Transferee desires to assign all of its respective rights, title and interest in the CAP Note, the Warrant, the Bridge Note, the Shares and any and all claims and interests of any kind or nature relating to the Company (collectively, the “Securities”) for the aggregate amount of $250,000.00 (the “Purchase Price”).

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Transferor hereby agrees as follows:

Assignment. Transferor hereby assigns, transfers, and conveys to the Transferee all of its rights, title, and interest in, to, and under each of the Securities, listed on Exhibit A and any and all claims and interests of any kind or nature relating to the Company.

Assignment of Shares. Transferor hereby assigns, transfers, and conveys to the Transferee all of its rights, title, and interest in, to, the Shares. Upon execution of this Agreement, the Transferor shall tender the certificates representing the Shares or, if the Shares are not certificated, shall make an electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”) in accordance with the instructions provided by Transferee, in either case, together with a duly executed Stock Power and Assignment Separate From Certificate, in the form attached hereto as Exhibit B and with a Medallion Signature Guarantee (the “Stock Power”), thereby transferring ownership of the Shares to the Transferee.

Assignment of CAP Note. Transferor hereby assigns, transfers, and conveys to the Transferee all of its rights, title, and interest in, to, the CAP Note. Upon execution of this Agreement, the Transferor shall transfer and assign to the Transferee, in accordance with Section 3.05 of the Indenture, the CAP Note, and shall execute and deliver to the Transferee the Assignment Form attached hereto as Exhibit C.

Assignment of Warrant. Transferor hereby assigns, transfers, and conveys to the Transferee all of its rights, title, and interest in, to, the Warrant. In accordance with the terms of the Warrant, the Transferor hereby authorizes the Company to (i) register the Warrant in the name of the Transferee, (ii) cancel the Warrant and (iii) issue a new warrant to purchase the same number of shares of Common Stock of the Company as are exercisable under the Warrant in the name of Transferee or its designee and authorizes the Transferee to deliver this Agreement, along with the original Warrant, to the Company in order to effect the foregoing.

Assignment of Bridge Note. Transferor hereby assigns, transfers, and conveys to the Transferee all of its rights, title, and interest in, to, the Bridge Note. In accordance with the terms of the Bridge Note, the Transferor hereby authorizes the Company to (i) register the Bridge Note in the name of the Transferee, (ii) cancel the Bridge Note and (iii) issue a new Senior Secured Subordinated Note of the Company in the same aggregate principal amount as the Bridge Note in the name of Transferee or its designee and authorizes the Transferee to deliver this Agreement, along with the original Warrant, to the Company in order to effect the foregoing.

Tender of Payment. Upon execution and delivery to Transferee by Transferor of this Agreement, the Stock Power in the form attached hereto as Exhibit B, the Assignment Form attached hereto as Exhibit C, the certificates representing the Shares, the CAP Note, the Bridge Note and the Warrant, the Transferee shall tender to the Transferor the Purchase Price in accordance with the instructions listed on Exhibit A.

Representations and Warranties of Transferee. In connection with this Agreement, the Transferee hereby represents and warrants to the Transferor as follows:

Authority. The Transferee has all requisite power and authority (i) to execute and deliver this Agreement, (ii) to purchase the Securities and (iii) to carry out and perform its obligations under this Agreement.

Authorization, Etc. All action on the part of the Transferee necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Transferee hereunder and thereunder and the purchase of the Securities has been taken or will be taken as of the date hereof. This Agreement constitutes a valid and binding agreement of the Transferee, assuming the due execution of this Agreement by the Transferor, enforceable against the Transferee in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

Information. The Transferee is a sophisticated purchaser with respect to the purchase of the Securities and has independently and without reliance upon the Transferor, and based on such public information as the Transferee has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Transferee has relied upon the Transferor’s express representations, warranties, covenants and indemnities in this Agreement.

Representations, Warranties and Covenants of the Transferor. In connection with this Agreement, the Transferor hereby represents, warrants and covenants to the Transferee as follows:

Authority. The Transferor has all requisite power and authority (i) to execute and deliver this Agreement and the attached exhibits hereto, (ii) to sell the Securities (iii) to carry out and perform its obligations under this Agreement and each of the exhibits hereto.

Authorization, Etc. All action on the part of such Transferor necessary for the authorization, execution and delivery of this Agreement and the exhibits attached hereto, the performance of all obligations of such Transferor hereunder and thereunder, the sale, delivery and assignment of the Securities, has been taken or will be taken as of the date hereof. This Agreement and the exhibits hereto have been duly executed and delivered by the Transferor. This Agreement constitutes valid and binding obligations of the Transferor, assuming the due execution of this Agreement by the Transferee, enforceable against such Transferor in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

Title to Securities. The Transferor owns and has (i) good and marketable title to the Securities, free and clear of any liens, encumbrances, equities, claims, voting trust arrangements, pledges, security interests, rights to purchase such Securities, and restrictions whatsoever, except for restrictions under applicable securities laws, and (ii) upon the delivery of, against payment for, such Securities pursuant to this Agreement, the Transferee will acquire good and marketable title thereto, free and clear of any liens, encumbrances, equities, claims, voting agreements or voting trust arrangements, pledges, security interests, rights to purchase such Securities, and restrictions whatsoever, except for restrictions under applicable securities laws. Other than the Securities, Transferor has no claims or interests relating to the Company.

No Conflict. The execution, delivery and performance by the Transferor of this Agreement and the exhibits attached hereto, and the consummation of the transactions contemplated hereby and thereby, will not result in any violation or be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any provision of its certificate or articles of incorporation, bylaws, partnership agreement, certificate or articles of formation, operating agreement, Securities or other organizational document (each as amended to date) or of any provision of any material mortgage, indenture, agreement, instrument or contract to which it is a party or by which it is bound.

No Consent. No consent, notice, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or other person on the part of Transferee is required in connection with the consummation of the transactions contemplated by this Agreement.

No Action. There is no action, suit, proceeding or investigation pending or, to the actual knowledge of the Transferee, currently threatened which questions the validity of this Agreement.

Miscellaneous.

Further Assurances. The parties shall execute such further documents, and perform such further acts, as may be necessary to transfer, convey and assign the Securities and to carry out the intent of the parties to this Agreement, on the terms herein contained, and to otherwise comply with the terms of this Agreement and consummate the transactions contemplated hereby.

Governing Law. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the State of Texas applicable to contracts executed and performed in Texas without giving effect to conflicts of law principles.

Successors and Assigns. It is expressly understood and agreed by the parties that this Agreement and all of its terms shall be binding upon their representatives, heirs, executors, administrators, successors, and assigns.

Headings. The headings in each paragraph herein are for convenience of reference only and shall be of no legal effect in the interpretation of the terms hereof.

Severability. If any provision in this Agreement is held to be invalid, the remainder of this Agreement shall not be affected by such a determination.


	PLEXUS FUND LIMITED
	By:
	Name:
	Title:

	FP TECH HOLDINGS, LLC
	By:
	Name:
	Title:

EXHIBIT A

Aggregate

Electronic Delivery

Principal

Number of

Principal

Shares of

Instructions of

Address and

Amount of CAP

Warrant

Amount of

Common

Transferee/ DTC

Transferor

Facsimile Number

Note

Shares

Bridge Note

Stock

Account

Plexus Fund Limited

666 Fifth Avenue

280,000

60,714

168,875

81,250

14th Floor

New York, NY

10103-0001

Attention: John O’Sullivan

Facsimile:

Telephone(212) 827-8151

EXHIBIT B
The Stock Power and Assignment Separate From Certificate

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the FP Tech (“Assignee”), 81,250 shares of Common Stock of Firepond, Inc. (the “Company”). Such shares stand in the undersigned’s name on the books of said corporation represented by Certificate No(s) ___. In connection with the foregoing, undersigned does hereby irrevocably constitute and appoint the secretary of the Company as its attorney-in-fact to transfer such shares on the books of the Company with full power of substitution and resubstitution, and further ratifies and confirms all actions taken by such attorney-in-fact by virtue of this Stock Power.

***Medallion Signature Guarantee Required by the Transfer Agent.***

Dated: April ___, 2008.

(Signature)

(Print Name)

(Spouse’s Signature)

(Print Spouse’s Name)

***Medallion Signature Guarantee Required by the Transfer Agent.***

EXHIBIT C

ASSIGNMENT FORM

If you want to assign this Note, fill in the form below and sign:

I or we assign and transfer this Note to:

(Print or type name, address and zip code and social security or tax ID number of assignee)

and irrevocably appoint

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:		Signed:

(Sign exactly as your name appears on the other side of this Note)

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the second anniversary of the Issue Date set forth on the face of this Note, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred:

[Check One]

(1) ___to the Company or a subsidiary thereof; or

(2) ___to a “Qualified Institutional Buyer” pursuant to and in compliance with Rule 144A under the Securities Act; or

(3) ___pursuant to the exemption from registration provided by Rule 144 under the Securities Act.

Unless one of the above boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided that if box (3) is checked, the Company may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the foregoing boxes is checked, the Trustee or Note Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.09 of the Indenture shall have been satisfied.


Date:		Signed:

(Sign exactly as your name appears on the other side of this Note)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account in respect of which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


Date:		Signed:

NOTICE: To be executed by an executive officer.