8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 13, 2003

AUSPEX SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-21432	93-0963660
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Scott Boulevard
Santa Clara, California 95050

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 566-2000

Not Applicable

(Former name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 2.2

Item 5. Other Events and Regulation FD Disclosure

          On June 13, 2003, the United States Bankruptcy Court for the Northern District of California, San Jose Division (the “Bankruptcy Court”) approved the sale of (1) its issued and pending U.S. and foreign patents and patent applications (the “Purchased Assets” as defined in the Asset Purchase Agreement filed hereto as Exhibit 2.1) of Auspex Systems, Inc. (the “Company”) to Network Appliance, Inc. for a cash purchase price of $8,975,000 (the “Patent Sale”) and (2) certain assets relating to the Company’s customer service operation (the “Assets” as defined in the Asset Purchase Agreement filed hereto as Exhibit 2.2) to GlassHouse Technologies, Inc. for a cash purchase price of $280,000, the payment of certain cure costs associated with assigned contracts and the assumption of certain liabilities (the “Service Sale”) pursuant to the terms and conditions of the Asset Purchase Agreements substantially in the forms set forth hereto as Exhibits 2.1 and 2.2. It is anticipated that the Bankruptcy Court will execute orders approving the aforementioned sales within the next 10 days. The Company anticipates closing the above referenced transactions on or before June 30, 2003. The Company is continuing to assess the impact of the above mentioned sales on its creditors and equity holders.

          The foregoing descriptions of the Patent Sale and the Service Sale are qualified in their entirety by reference to the full text of the Asset Purchase Agreements governing those transactions, which are substantially in the forms set forth hereto as Exhibits 2.1 and 2.2, to this Report, respectively, and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit Number	Description
2.1	Form of Asset Purchase Agreement by and between the Company and Network Appliance, Inc. (The schedules to the Asset Purchase Agreement have been omitted from this Report pursuant to Item 601(b)(2) of Regulation S- K, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.)
2.2	Form of Asset Purchase Agreement by and between the Company and GlassHouse Technologies, Inc. (The schedules to the Asset Purchase Agreement have been omitted from this Report pursuant to Item 601(b)(2) of Regulation S- K, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.)

1

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AUSPEX SYSTEMS, INC.
Date: June 16, 2003	/s/ Peter Simpson
	Peter Simpson Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
2.1	Form of Asset Purchase Agreement by and between the Company and Network Appliance, Inc. (The schedules to the Asset Purchase Agreement have been omitted from this Report pursuant to Item 601(b)(2) of Regulation S- K, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.)
2.2	Form of Asset Purchase Agreement by and between the Company and GlassHouse Technologies, Inc. (The schedules to the Asset Purchase Agreement have been omitted from this Report pursuant to Item 601(b)(2) of Regulation S- K, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.)

3 EX-2.1 3 f90952exv2w1.txt EXHIBIT 2.1 EXHIBIT - 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (hereinafter "Agreement"), is entered into as of June ___, 2003 (the "Effective Date'), by and between Auspex Systems, Inc., a Chapter 11 debtor in possession, United States Bankruptcy Court for the Northern District of California (the "Bankruptcy Court"), Case No. 03-52596-mm11 (hereinafter "Seller"), and Network Appliance, Inc., a Delaware corporation (hereinafter "Purchaser"). Whereas Seller is the owner of full right and title (both legal and equitable) to certain inventions, patents, and applications, defined herein as "Seller Patents"; and Whereas Purchaser is desirous of acquiring the entire domestic and foreign right title and interest in and to such Seller Patents. Now, therefore, Seller and Purchaser hereby covenant and agree as follows: 1. DEFINITIONS 1.1. "Seller Patents" shall mean those patents and applications identified as such in Exhibit A, and (i) all U.S. and foreign patents and patent applications that claim priority to such identified patents and applications and all U.S. and foreign patents and applications to which such identified patents and applications relate or claim priority, (ii) any continuations, continuations-in-part, divisions, reissue applications, extensions, Patent Cooperation Treaty applications, or derivatives of any of the foregoing, both foreign and domestic and (iii) all patentable inventions in the U.S. and every foreign country, described or embodied in any of the foregoing. 1.2. "Prosecution History Files" shall mean all files, documents and tangible things, as those terms have been interpreted pursuant to Federal Rule of Civil Procedure 34, constituting, comprising or relating to investigation, evaluation, prosecution, filing and registration of the Seller Patents, and specifically includes e-mail messages and other electronic or computer stored or generated data. 2. TRANSFER OF RIGHTS 2.1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to assign and transfer to Purchaser and its representatives, successors and assigns its full and exclusive right, title and interest in and to all Seller Patents. Seller also hereby agrees to assign and transfer to Purchaser and its representatives, successors and assigns their full and exclusive right, title and interest in and to all protectable (e.g., as by patenting) inventions, in the U.S. and every foreign country, described or embodied in the Seller Patents. 2.2. Seller hereby agrees to assign and transfer to Purchaser and its representatives, successors and assigns the full and exclusive right to sue upon and otherwise enforce the Seller Patents and to recover all past damages and other potential relief arising from infringement of the Seller Patents assigned by this Agreement. 2.3. The closing (the "Closing") of the assignment and transfer of the Seller Patents and other assets described in Section 2.1 and 2.2 (the "Purchased Assets") shall take place on the second business day following the satisfaction of the conditions set forth in Sections 2.4 1. through 2.7 and Section 5.19 of this Agreement or at such other place and time as Seller and Purchaser may mutually agree. 2.4. For the purpose of recordation and in accordance with the transfers herein, at the Closing, Seller shall execute the assignment document attached as Exhibit B listing the Seller Patents. Upon the written request of the Buyer and without additional charge or at the Buyer's expense, the Seller shall execute and deliver to the Buyer all such additional instruments of transfer, conveyance, endorsement and assignment (in a form satisfactory to the Buyer) as shall be necessary to transfer (or perfect or record the transfer of) the Seller Patents to Buyer including separate assignments for each Seller Patent. 2.5. Effective upon the Closing, Seller authorizes and requests the Commissioner of Patents to issue U.S. patents to Purchaser, its representatives, successors and assigns relating to the inventions and applications conveyed by this Agreement. 2.6. Effective upon the Closing, Seller conveys to Purchaser, its representatives, successors and assigns, the right to make applications on their own behalf for protection of the inventions conveyed herein in the U.S. and foreign countries and to claim, under United States law, the Patent Cooperation Treaty, the International Convention and/or other international arrangements for any such application, priority to any earlier application or patent. 2.7. Within 30 days of the Closing, Seller shall i) provide a complete and accurate docket identifying the relevant dates when any action or response is due within the next six (6) months in any US and foreign patent offices with respect to the Seller Patents, and ii) transfer, at Purchaser's expense, all Prosecution History Files and related files maintained by Seller outside counsel and in-house counsel for the Seller Patents to Purchaser. 3. NO IMPLIED OR EXPRESS LICENSES 3.1. Except for the Limited Use License (as defined below) set forth as Exhibit C hereto, Purchaser does not grant to Seller or any other entity any implied or express licenses or rights whatsoever under this Agreement. Purchaser does not grant to Seller or any other entity any implied or express licenses or rights with respect to any patents other than the Seller Patents. No licenses or rights are granted to Seller or any other entity regarding subject matter not invented by employees, contractors or other agents of Seller. 4. PAYMENT 4.1. As consideration for the assignment of the Seller Patents and other rights granted by Seller herein, Purchaser shall pay to Seller on or prior to the Closing, the total sum of eight million nine hundred seventy-five thousand U.S. Dollars ($8,975,000) (hereinafter referred to as the "Purchase Price"). The assignment and license provisions set forth herein are contingent upon the payment of the Purchase Price to Seller on or prior to Closing. 2. 4.2. Payment under Paragraph 4.1 shall be made by electronic funds transfer. Such payment shall be deemed to be made on the date credited to the following account: Pay to: City National Bank 150 California Street San Francisco, CA 94111 Routing & Transit #: 1220-1606-6 For Credit Of: Cooley Godward LLP FBO Auspex Systems, Inc. Credit Account #: 432-654869 (Clearly indicate the originator (Purchaser's Name) and the beneficiary (Auspex Systems, Inc.) 5. COVENANTS AND OTHER PROVISIONS 5.1. Seller represents and warrants that (a) it has the right to assign the Purchased Assets, and (b) it is conveying through this Agreement its undivided right, title and interest in and to the Purchased Assets and that, to its knowledge, no other party has any claim of ownership to the Purchased Assets, except as explicitly provided for herein. 5.2. Seller represents and warrants that no agreements with third parties under any of the Seller Patents prevent Seller from entering into this Agreement. Seller further represents and warrants that no entities have licenses or rights under 11 U.S.C. Section 365(n) with respect to the Seller Patents. 5.3. Seller represents and warrants that, to its knowledge it has not taken, and will not take, any action materially adversely affecting the validity, enforceability, or issuance of the Seller Patents. 5.4. Seller represents and warrants that, to its knowledge, all of the domestic patent applications listed in Exhibit A are pending in the United States Patent and Trademark Office and that none of such applications have been abandoned. 5.5. Seller represents and warrants that except as set forth on Schedule 5.5, no procedures are necessary and no payment of filing, examination or maintenance fees are required to be paid on or prior to July 30, 2003 with respect to any issued patents or pending patent applications included in the Seller Patents to maintain their compliance with formal legal requirements for filing, issuance and maintenance. 5.6. Seller represents and warrants that none of the Seller Patents set forth on Exhibit A is involved in any interference or opposition proceeding, and to Seller's, knowledge, no such proceeding is being threatened with respect to any such Seller Patents. 5.7. Seller represents and warrants that subject to appropriate order of the Bankruptcy Court, it is able to convey the Seller Patents free and clear of any liens, encumbrances, security interests, or other claims to the fullest extent of the Bankruptcy Court's authority to so order, except for the Limited Use License noted in this Agreement. 3. 5.8. Seller shall pay all transfer taxes imposed on the sale of the Purchased Assets, including all sales, gross receipts, excise and gross income taxes. 5.9. Subject to the authority and jurisdiction of the Bankruptcy Court and except as is consistent with the applicable orders of the Bankruptcy Court with respect to the procedures relating to the sale of its assets, Seller covenants and agrees that it shall not execute any writing or do any act whatsoever conflicting with the terms of this Agreement, and that, following the Closing, Seller will at any time upon request, without further or additional consideration, but at the expense of Purchaser, execute such additional assignments or other writings and perform such additional acts as Purchaser may deem reasonably necessary to perfect Purchaser's ownership of the Purchased Assets. Seller further covenants and agrees, at Purchaser's expense, to render all reasonably necessary assistance following the Closing in making application for, prosecuting in any patent office internationally, and obtaining original, continuation, continuation-in-part, divisional, reissued, reexamined, and National phase patents of the U.S. or of any and all foreign countries on the inventions assigned herein, and in enforcing any rights or choses in action accruing as a result of the rights assigned herein, and by executing statements and other affidavits, it being understood that the foregoing covenant and agreement shall bind, and inure to the benefit of, the assigns and representatives of all parties hereto. 5.10. At the Closing, Purchaser agrees to execute and deliver to such party as may be designated by Seller, a limited use license in the form set forth as Exhibit C (the "Limited Use License"). 5.11. This Agreement and all matters relating to this Agreement shall be construed and controlled by the laws of the State of California. If any legal proceeding or other legal action relating to this Agreement is brought or otherwise initiated by the parties to this Agreement, the venue therefore will be the Bankruptcy court. Purchaser and Seller hereby expressly and irrevocably consent and submit to the jurisdiction of the Bankruptcy Court. 5.12. Except as otherwise provided in the Agreement, the parties shall pay their respective expenses incurred in connection with the preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. 5.13. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the day they are (i) deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid, and addressed as follows: 5.13.1. If to Purchaser: Network Appliance, Inc., 495 East Java Drive, Sunnyvale, CA 94089 Attention: Gary Ross, Esq. 4. 5.13.2. If to Seller: Auspex Systems, Inc., c/o J. Michael Kelly, Cooley Godward LLP, One Maritime Plaza, 20th Floor, San Francisco, CA 94111. 5.13.3. A copy to Daren Brinkman, Esq., 4333 Park Terrace St., Suite 205, Westlake Village, CA 91361. 5.13.4. Such addresses may be changed, from time to time, by means of a written notice delivered by the party seeking to change such address in the manner provided for in this paragraph. 5.14. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 5.15. This Agreement may be terminated only by mutual consent of the parties or by either party upon approval by the Bankruptcy Court of a transaction or series of transactions involving a sale, transfer or assignment of all or substantially all the Purchased Assets to a party other than Purchaser. In the event that this Agreement shall be terminated pursuant to this Section 5.15, all further obligations of the parties under this Agreement shall terminate without further liability or obligation of any party hereunder; provided, that the parties will remain bound by the provisions of that certain confidentiality agreement dated May 8, 2003 by and between the parties. 5.16. The invalidity or unenforceability of any term or provision of this Agreement or the application of such term or provision to any person or circumstance shall not impair or affect the remainder of this Agreement or its application to other persons and circumstances, and the remaining terms and provisions shall remain in full force and effect. 5.17. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral and written, among the undersigned with respect to the subject matter hereof. 5.18. None of Seller's representations, warranties and pre-closing covenants contained in this Agreement or in any other agreement, document or certificate delivered pursuant to this Agreement shall survive the Closing. Notwithstanding any provision hereof to the contrary, Seller's undertakings set forth in the second sentence of Section 2.4, Section 2.7(iii), Section 5.8, and Section 5.9 shall continue in full force and effect following the Closing. Neither Seller nor any of its officers, directors, representatives, employees, advisors or agents shall have any liability to Purchaser or any other party after the Closing for any breach thereof. 5.19. The Closing and the transactions contemplated herein are and shall be contingent upon (i) the issuance by the Bankruptcy Court of an order, in a form reasonably satisfactory to Purchaser, approving the transactions provided for herein free and clear of liens and encumbrances to the fullest extent of the Bankruptcy Court's authority to so order (the "Sale Order"); (ii) execution and delivery of the documents and other instruments required to be delivered by Purchaser and Seller on or prior to Closing pursuant to this Agreement; and (iii) receipt by Seller of the Purchase Price. The Sale Order shall contain, among other things, a finding that the sale of the Purchased Assets to Purchaser is in good faith within the meaning of Bankruptcy Code Section 363(m). 5. In witness whereof, the parties hereto have caused this agreement to be made and executed by duly authorized officers as of the dates indicated below. Agreed to: Agreed to: AUSPEX SYSTEMS, INC. NETWORK APPLIANCE, INC. By:__________________________ By:__________________________ Name:________________________ Name:________________________ Title:_______________________ Title:_______________________ Date:________________________ Date:________________________ 6. EX-2.2 4 f90952exv2w2.txt EXHIBIT 2.2 EXHIBIT - 2.2 ================================================================================ ASSET PURCHASE AGREEMENT by and between: AUSPEX SYSTEMS, INC., a Delaware corporation; and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation ---------------------------- Dated as of June __, 2003 ---------------------------- ================================================================================ ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into as of June ___, 2003, by and between AUSPEX SYSTEMS, INC., a Delaware corporation (the "Seller") and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (the "Purchaser"). RECITALS WHEREAS, the Seller has filed a voluntary petition (case no. 03-52596-mmll) for relief under Chapter 11 of Title 11 (the "Bankruptcy Case") with the United States Bankruptcy Court for the Northern District of California, San Jose Division (the "Bankruptcy Court") under the United States Bankruptcy Code, as amended from time to time (the "Bankruptcy Code"); and WHEREAS, pursuant to the Bankruptcy Code and with the approval of the Bankruptcy Court, the Seller wishes to provide for the sale of certain assets, together with certain obligations and liabilities relating thereto, of the Seller to the Purchaser (the "Transaction") on the terms set forth in this Agreement. AGREEMENT The parties to this Agreement, intending to be legally bound, agree as follows: 1. DEFINITIONS 1.1 AGREEMENT. "Agreement" shall mean this Asset Purchase Agreement, as it may be amended from time to time. 1.2 ASSIGNED CONTRACT. "Assigned Contract" shall mean any agreement, contract or other instrument listed on Schedule 1 attached hereto. 1.3 CUSTOMER SERVICE FIXED ASSETS. "Customer Service Fixed Assets" shall mean the fixed assets set forth on Schedule 2 attached hereto to the extent such fixed assets continue to be owned, controlled and possessed by the Seller at Closing. However, Customer Service Fixed Assets shall not include any Intellectual Property (including software) that has not been assumed by the Seller and assigned to the Purchaser. 1.4 INTELLECTUAL PROPERTY. "Intellectual Property" shall mean all intellectual property and related assets, including (i) telephone and telecopier numbers, e-mail addresses and all internet domain names, (ii) all foreign and domestic patents, patent rights, patent disclosures, and statutory invention registrations, including all reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, and all improvements thereto, (iii) all service marks, tradenames, trade dress, all product names, all assumed or fictitious names and the logos associated therewith, copyrights (whether registered or unregistered), applications for and renewals of all of the foregoing, (iv) other such property and intangible rights owned by the Seller, including financial and marketing business data, pricing and cost information, business and marketing plans and subject to applicable privacy laws, customer and supplier lists, together with the goodwill associated with which such trademarks, tradenames, product names and 1. service marks, and (v) all computer software, including source code, object code, comments, user interfaces, menus, buttons and icons, and all files, data, manuals, design notes and other items and documentation related thereto and associated therewith owned by the Seller. 1.5 LICENSE AGREEMENT. "License Agreement" shall mean that certain License Agreement by and between the Purchaser and Network Appliance, Inc., dated as of ______, 2003, pursuant to which Network Appliance, Inc. agrees to grant a non-exclusive limited use license under certain intellectual property. 1.6 PERSON. "Person" shall mean any individual, entity or governmental body. 1.7 REPRESENTATIVES. "Representatives" shall mean officers, directors, employees, agents, attorneys, accountants, advisors and representatives. 1.8 SERVICE BUSINESS. "Service Business" shall mean the maintenance and customer support business of the Seller for the maintenance of its proprietary storage server products. 1.9 SPARE PARTS INVENTORY. "Spare Parts Inventory" shall mean the inventory set forth in Schedule 3 attached hereto with such additions, subtractions and modifications as may result from the conduct of the Seller's business in the ordinary course prior to Closing. 2. SALE OF ASSETS; RELATED TRANSACTIONS. 2.1 SALE OF ASSETS. The Seller shall sell and transfer to the Purchaser, and the Purchaser shall purchase from the Seller, at the Closing (as defined below), subject to the terms and conditions set forth in this Agreement, good and valid title to the following (the "Assets"): (a) all of the Seller's rights and interests in and to, as of the Closing Date (as defined below), all accounts receivable of the Seller as of Closing, directly arising from the Assigned Contracts; (b) all of the Seller's rights and interests in and to, as of the Closing Date, the Assigned Contracts; (C) all of the Seller's rights and interests in and to, as of the Closing Date, the Customer Service Fixed Assets; (d) all of the Seller's rights and interests in and to, as of the Closing Date, the Spare Parts Inventory; (e) Seller's rights and interests in and to the Seller's name, logo and the trademarks and service marks related to the Service Business; (f) Seller's rights and interests in and to 18003AUSPEX support line and the auspex.com and auspex.co.uk internet domain names (including all content and data contain within these internet web sites relating to the Service Business); 2. (g) all right and title and interest in customer support training materials and technical documentation used by the Seller in conducting the Service Business; and (h) copies of all of Seller's books, records, files and data related to the Service Business, excluding books, records, files and data which are attorney-client privileged or considered attorney work-product (the "Books and Records"). 2.2 EXCLUDED ASSETS. Notwithstanding anything to the contrary contained in this Agreement, the Assets shall not include any assets, rights or interests of the Seller other than the Assets specified in Section 2.1. For clarity, the assets shall not include: (a) all rights of the Seller under the Transactional Agreements (as defined below); (b) any Assigned Contracts to which the Seller is a party or is otherwise bound if, after taking into account Section 365 of the Bankruptcy Code, (i) a consent is required to be obtained from any Person in order to permit the sale or transfer to the Purchaser of the Seller's rights under such contract and (ii) such consent shall not have been obtained prior to the Closing (the "Unassigned Contracts"); (c) all cash, cash equivalents (including deposits), prepayments and securities owned by the Seller; (d) all of the Seller's books, records, ledgers, files and documents (except that the Purchaser may obtain copies of certain records described in Section 2.1(h)); (e) the Seller's formal corporate records, including its certificate of incorporation, bylaws, minute books, corporate books, stock transfer records and other records having to do with the corporate organization of the Seller; (f) any Intellectual Property other than that specifically described in Section 1.5 and Sections 2.1(e), (f) and (g); (g) all insurance policies or benefits, including rights and proceeds, arising from or relating to the Assets prior to the Closing Date; (h) any tax attributes of the Seller, including, any net operating loss carryovers and any right or claim for a tax refund attributable to the operations or assets of the Seller, whether arising before, on or after the Closing Date; (i) all personnel records and other records that the Seller is required by any law, rule or regulation to retain in its possession; (j) any avoidance power causes of action under the Sections 544-551 of the Bankruptcy Code; 3. (k) the leased equipment that Transamerica Equipment Financial Services asserts a protective lien over; (l) all personal property assets of the Seller not referenced in Section 2.1; (m) any claims or causes of action of the Seller that relate to or arise from any acts or omissions that may occur on or before the Closing; (n) any and all litigation that may be pending as of the Closing; and (o) all of the Seller's rights and interests in and to the contracts, agreements and other instruments identified on Schedule 4 (the "Excluded Contracts"). 2.3 PURCHASE PRICE. (a) As consideration for the sale of the Assets to the Purchaser: (i) at the Closing (as defined below), the Purchaser shall pay to the Seller, by wire transfer of immediately available funds pursuant to the wire instructions set forth in Schedule 5 attached hereto, a total of $280,000; and (ii) at the Closing, the Purchaser shall assume the Assumed Liabilities by delivering to the Seller an Assumption Agreement in substantially the form of Exhibit A (the "Assumption Agreement"). (b) For purposes of this Agreement "Assumed Liabilities" shall mean the following obligations and other liabilities (whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise, and whether arising before (only in the case of clauses (i) and (iv) below) or after (in the case of clauses (i) through (v) below) the Closing) as they may exist at and/or after the Closing: (i) all contractual obligations and liabilities of the Seller under or relating to the Assigned Contracts; (ii) all obligations and other liabilities of the Seller relating to any of the taxes, charges, fees and expenses that the Purchaser is required to bear and pay pursuant to Section 2.4; (iii) all costs and expenses related to the Purchaser's taking possession and control of the Assets; (iv) any Cure Payments related to the Assigned Contracts; and (v) each other obligation or other liability of the Seller relating to any of the Assets. (c) Notwithstanding the foregoing, the following liabilities shall not be included in the Assumed Liabilities: (i) all obligations of the Seller (whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise, whether or not required to be reflected on a balance sheet, whether or not incurred in the ordinary course of business and whether or not arising prior to or after the Closing) that relate to the Unassigned Contracts or the Excluded Contracts; and (ii) all obligations of the Seller (whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise, whether or not required to be 4. reflected on a balance sheet, whether or not incurred in the ordinary course of business and whether or not arising prior to or after the Closing) that relate to warranty obligations arising from the sale of products by the Seller, other than those warranty obligations set forth in the Assigned Contracts, if any. 2.4 SALES TAXES. The Purchaser shall bear and pay, and shall reimburse the Seller for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with (a) the execution and delivery of the Agreement and the Assumption Agreement (the Agreement and the Assumption Agreement shall collectively be referred to as the "Transactional Agreements"), and (b) all of the transactions contemplated by the Transactional Agreements. 2.5 ALLOCATION. Within five days after the Closing, the Purchaser shall deliver to the Seller a proposed statement setting forth the Purchaser's good faith determination of the manner in which the consideration referred to in Sections 2.3(a)(i) and 2.3(a)(ii) is to be allocated among the Assets (the "Allocation"). Within 2 days after receipt of the Purchaser's proposed statement, the Seller will deliver to Purchaser a notice setting forth any proposed changes to such allocation, together with a reasonably detailed explanation of the reasons for such proposed changes. The parties will negotiate in good faith to resolve any disputed items, and if the parties are unable to agree on the allocation within 10 days after delivery of such notice to Purchaser, then the dispute will be arbitrated by a accounting firm of national reputation mutually acceptable to the parties, whose determination will be conclusive and binding upon the parties for tax purposes. The Allocation will be conclusive and binding upon the parties for tax purposes, and neither party will make any statement or declaration to any taxing authority that is inconsistent with the Allocation. 2.6 CLOSING. (a) The closing of the sale of the Assets to the Purchaser (the "Closing") shall take place at the offices of Cooley Godward LLP in Palo Alto, California, at 10:00 a.m. on the first business day after the satisfaction or waiver of the conditions set forth in Sections 7 and 8, or subject to the Bankruptcy Court, at such other date, place or time as may be agreed to by the parties thereafter but in no event later than 12:00 p.m. on June 30, 2003. For purposes of this Agreement, "Closing Date" shall mean the time and date as of which the Closing actually takes place. (b) At the Closing: (i) the Purchaser shall pay to the Seller the consideration set forth in Section 2.3(a)(i); and (ii) the Purchaser shall execute and deliver to the Seller the Assumption Agreement. 2.7 CURE PAYMENTS. The Seller agrees to use commercially reasonable efforts to assign the Assigned Contracts to the Purchaser pursuant to Section 365 of the Bankruptcy Code. 5. All amounts and actions necessary to cure any defaults or arrearages under any and all Assigned Contracts (other than Unassigned Contracts) as set forth hereto on Schedule 6 (the "Cure Payments") shall be the responsibility of the Purchaser. 2.8 ASSUMED LIABILITIES. From and after the Closing, the Purchaser agrees to assume and discharge or perform when due the Assumed Liabilities. 2.9 GRANT-BACK LICENSE OF "AUSPEX" NAME AND LOGO. Effective immediately after the Closing, the Purchaser hereby grants to the Seller a non-exclusive license to use the name "Auspex" and the Seller's logo solely for the purpose of completing the bankruptcy process. 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and warrants as follows: 3.1 DUE ORGANIZATION. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.2 AUTHORITY; BINDING NATURE OF AGREEMENTS. Assuming the Closing takes place after the Sale Order (as defined in Section 10.2), Seller has all necessary corporate power and authority to execute and deliver the Transactional Agreements and to perform its obligations under the Transactional Agreements. Assuming the Closing takes place after the Sale Order, this Agreement constitutes, and, upon execution thereof, the Assumption Agreement will constitute, the valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 3.3 TITLE TO ASSETS. Assuming the Closing takes place after the entry of the Sale Order, as of the Closing Date, the Seller will have good and valid title to the Assets. 3.4 ASSIGNED CONTRACTS. Subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, each Assigned Contract is valid and in full force and effect in accordance with its terms, except where the invalidity or failure to be in full force or effect arises from a default or arrearages to be cured by satisfaction of a Cure Payment. 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants, to and for the benefit of the Seller, as follows: 4.1 DUE ORGANIZATION. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2 AUTHORITY; BINDING NATURE OF AGREEMENTS. The Purchaser has all necessary corporate power and authority to execute and deliver the Transactional Agreements and to 6. perform its obligations under the Transactional Agreements. Assuming the Closing takes place after the Sale Order, this Agreement constitutes, and, upon execution thereof, the Assumption Agreement will constitute, the valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 5. PRE-CLOSING COVENANTS OF THE SELLER. 5.1 ACCESS AND INVESTIGATION. During the period from the date of this Agreement through the Closing Date (the "Pre-Closing Period"), the Seller shall (a) after receiving reasonable advance notice from the Purchaser, give the Purchaser reasonable access (during normal business hours) to the Books and Records and (b) provide the Purchaser with such information regarding the Assets and any other appropriate matters related to the Transactional Agreements as the Purchaser may reasonably request, for the sole purpose of enabling the Purchaser to further investigate the Assets and any other appropriate matters related to the subject matter of the Transactional Agreements. 5.2 OPERATION OF BUSINESS. The Seller shall ensure that, during the Pre-Closing Period, the Seller, subject to Bankruptcy Court jurisdiction: (i) will not prematurely terminate or materially amend any of the Assigned Contracts; (ii) will not commit a material breach of any Assigned Contract; (iii) only with respect to the Spare Parts Inventory, will not change or modify in any material respect existing inventory management and (iv) will use commercially reasonable efforts to maintain good relations with the employees and the parties to the Assigned Contracts. 5.3 CONDITIONS. The Seller will use commercially reasonable efforts during the Pre-Closing Period to cause the conditions set forth in Section 7 to be satisfied on a timely basis and otherwise to cause the Closing to take place as soon as reasonably practicable. 5.4 BANKRUPTCY CASE. The Seller will use commercially reasonable efforts to obtain the order described in Section 10.2. 5.5 CUSTOMER SERVICE FIXED ASSETS. The Seller will not sell, transfer or otherwise dispose of Customer Service Fixed Assets prior to the Closing other than in the ordinary course of the Seller's business. 6. PRE-CLOSING COVENANTS OF THE PURCHASER. 6.1 CONDITIONS. The Purchaser will use commercially reasonable efforts during the Pre-Closing Period to cause the conditions set forth in Section 8 to be satisfied on a timely basis and otherwise to cause the Closing to take place as soon as reasonably practicable. 6.2 EMPLOYMENT OFFERS. Prior to the Closing, the Purchaser may offer employment to none, some or all of the Seller's employees providing services for the Service Business. Employees of the Seller immediately prior to the Closing who accept such offers of employment (the "Transferred Employees") shall be granted full credit for all employment with, or recognized by, the Seller for purposes of eligibility, vesting and determining the amount of any 7. benefit with respect to any paid time off program of the Purchaser, provided that no Transferred Employee shall be credited with employment time which is greater than the life of the Purchaser. Nothing in this Section 6.2 is intended to create any claim or right against the Purchaser on the part of any employee of the Seller, and no such employee shall be entitled to assert any claim or right hereunder. 6.3 CURE PAYMENTS. Subject to the prior approval of the Bankruptcy Court, the Purchaser will, on or prior to the Closing, make the Cure Payments under any Assigned Contract in order that such Assigned Contract may be assigned to and assumed by the Purchaser in accordance with the provisions of Section 365 of the Bankruptcy Code and this Agreement. 6.4 BANKRUPTCY CASE. The Purchaser will cooperate fully with the Bankruptcy Court and with the Seller to expedite the Bankruptcy Case and to obtain the order described in Section 10.2. 7. CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to purchase the Assets and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in writing): 7.1 ACCURACY OF REPRESENTATIONS. All of the representations and warranties made by the Seller in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date. 7.2 PERFORMANCE OF OBLIGATIONS. (a) The Assumption Agreement shall have been executed by each of the parties thereto and delivered to the Purchaser. (b) All of the covenants and obligations that the Seller are required to comply with or to perform at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been duly complied with and performed in all material respects. 7.3 BILL OF SALE; ETC. The Seller shall have executed and delivered such bill of sale, assignments or other instruments in order to evidence and effectuate the sale and transfer of the Assets to the Purchaser. 7.4 BANKRUPTCY CASE. The Bankruptcy Court shall have entered the Sale Order (as defined in Section 10.2), which Sale Order shall not have been reversed, rescinded, stayed, modified or amended prior to the Closing Date. 7.5 RESTRAINTS. No injunction or other order preventing the consummation of the transactions contemplated by the Transactional Agreements shall have been issued since the date 8. of this Agreement by any United States federal or state court of competent jurisdiction and shall remain in effect. 7.6 LICENSE AGREEMENT. The License Agreement, in a form reasonably acceptable to the Purchaser, shall have been executed by the parties thereto. 8. CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION TO CLOSE. The Seller's obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing): 8.1 ACCURACY OF REPRESENTATIONS. All of the representations and warranties made by the Purchaser in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date. 8.2 PERFORMANCE OF OBLIGATIONS. (a) The Purchaser shall have executed and delivered the Assumption Agreement and shall have made the payment contemplated by Section 2.3(a)(i). (b) All of the other covenants and obligations that the Purchaser is required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been complied with and performed in all material respects. 8.3 BANKRUPTCY CASE. The Bankruptcy Court shall have entered the Sale Order (as defined in Section 10.2), which Sale Order shall not have been reversed, rescinded, stayed, modified or amended prior to the Closing Date. 8.4 RESTRAINTS. No injunction or other order preventing the consummation of the transactions contemplated by the Transactional Agreements shall have been issued since the date of this Agreement by any United States federal or state court of competent jurisdiction and shall remain in effect. 8.5 BEST OFFER. The transactions contemplated by the Transactional Agreements shall be determined by the Bankruptcy Court to be the highest and best offer for the Assets. 8.6 CURE PAYMENTS. The Purchaser shall have paid the Cure Payments. 8.7 LICENSE AGREEMENT. The License Agreement, in a form reasonably acceptable to the Seller, shall have been executed by the parties thereto. 9. TERMINATION. 9.1 TERMINATION EVENTS. This Agreement may be terminated prior to the Closing: 9. (a) by the Purchaser if (i) there is a material breach of any covenant or obligation of the Seller and such breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible or impractical (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations set forth in this Agreement); (b) by the Seller if (i) there is a material breach of any covenant or obligation of the Purchaser and such breach shall not have been cured within ten days after the delivery of notice thereof to the Purchaser, or (ii) the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 8 has become impossible or impractical (other than as a result of any failure on the part of any Shareholder or the Seller to comply with or perform any covenant or obligation set forth in this Agreement); (c) by either party if the Bankruptcy Court: (i) determine not to enter the Sale Order (as defined in Section 10.2); (ii) approves a transaction or series of transactions involving a sale, transfer or assignment of all or substantially all of the Assets to a Person other than the Purchaser; or (iii) in the event that a stay pending appeal or a writ of mandate of the Sale Order is granted on behalf of any party; or (d) by the mutual written consent of the Purchaser and the Seller. 9.2 TERMINATION PROCEDURES. If either party wishes to terminate this Agreement pursuant to Section 9.1, such party will deliver to the other party a written termination notification stating that such party is terminating this Agreement and setting forth in reasonable detail the basis on which such party is terminating this Agreement. 9.3 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that (a) no party shall be relieved of any obligation or other liability arising from any breach by such party of any provision of this Agreement and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 11.4. 9.4 NONEXCLUSIVITY OF TERMINATION RIGHTS. The termination rights provided in Section 9.1 shall not be deemed to be exclusive. Accordingly, the exercise by any party of its right to terminate this Agreement pursuant to Section 9.1 shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such party may be entitled to exercise (whether under this Agreement, under any statute or rule, at common law, in equity or otherwise). 10. AS-IS OFFER AND BANKRUPTCY APPROVALS. 10.1 AS-IS TRANSACTION. Whether as of the date hereof or as of the Closing Date, the Purchaser hereby acknowledges and agrees that, the Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Assets, including (a) income to be derived or expenses to be incurred in connection with the Assets; (b) the physical condition of any personal property or any tangible or intangible personal property 10. comprising a part of the Assets or the property or assets which are the subject of any Assigned Contract; (c) the environmental condition or other matter relating to the physical condition of any property or improvements of the Assets (or any portion thereof) or (d) the merchantability or fitness of the Assets for a particular purposes. Without in any way limiting the foregoing, the Seller hereby disclaims any warranty (express or implied) of merchantability or fitness for a particular purpose as to any portion of the Assets. The Purchaser further acknowledges that the Purchaser has conducted an independent inspection and investigation of the physical condition of all portions of the Assets and all such other matters relating to or affecting the Assets as the Purchaser deemed necessary or appropriate and that in proceeding with this Agreement, the Purchaser is and will do so based solely upon such independent inspections and investigations. Accordingly, the Purchaser will accept the Assets at the Closing "AS-IS," WHERE IS" AND "WITH ALL FAULTS." 10.2 SALE ORDER PROCEDURES. As soon as practicable following a hearing before the Bankruptcy Court to consider the sale of the Assets by the Seller (the "Sale Hearing"), the Seller shall, if the transactions contemplated by the Transactional Agreements shall be determined by the Bankruptcy Court to be the highest and best offer for the Assets, file with the Bankruptcy Court a motion or motions seeking entry of an Order of the Bankruptcy Court approving this Agreement and the sale of the Assets contemplated hereunder pursuant to Section 363 of the Bankruptcy Code and the assumption and assignment of the Assigned Contracts in accordance with Section 365 of the Bankruptcy Code (the "Sale Order"). 11. MISCELLANEOUS PROVISIONS. 11.1 FURTHER ASSURANCES. Each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by the Transactional Documents. 11.2 NO OTHER REPRESENTATIONS. The parties acknowledge that, except as expressly set forth in this Agreement and the Assumption Agreement, neither party has made or is making any representations or warranties whatsoever to the other, implied or otherwise. 11.3 SURVIVAL OF REPRESENTATIONS AND WARRANTS. None of the Seller's representations and warranties and pre-closing covenants contained in this Agreement or the Assumption Agreement or in any other agreement, document or certificate delivered pursuant to this Agreement shall survive the Closing and neither the Seller nor any of its officers, directors, Representatives, employees, advisors or agents shall have any liability to the Purchaser or any other Person after the Closing for any breach thereof. 11.4 FEES AND EXPENSES. (a) Subject to the approval of the Bankruptcy Court, the Seller shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to Cooley Godward LLP) that have been incurred or that are in the future incurred by, on behalf of or for the benefit of the Seller in connection with: (i) the negotiation, preparation and review of any letter 11. of intent or similar document relating to the Transaction; (ii) the negotiation, preparation and review of the Transactional Agreements and other instruments and documents delivered or to be delivered in connection with the Transaction; (iii) the preparation and submission of any filing or notice required to be made or given in connection with any of the Transaction, and the obtaining of any Consent required to be obtained in connection with any of the Transaction; and (iv) the consummation and performance of the Transaction. (b) the Purchaser shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to counsel and other advisors) that have been incurred or that are in the future incurred by or on behalf of the Purchaser in connection with: (i) the negotiation, preparation and review of any letter of intent or similar document relating to the Transaction; (ii) the investigation and review conducted by the Purchaser and its Representatives with respect to the business of the Seller; (iii) the negotiation, preparation and review of the Transactional Agreements and other instruments and documents delivered or to be delivered in connection with the Transaction; and (iv) the consummation and performance of the Transactions. 11.5 ATTORNEYS' FEES. If any legal action or other legal proceeding relating to any of the Transactional Agreements or the enforcement of any provision of any of the Transactional Agreements is brought against any party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 11.6 NOTICES. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto): if to the Seller: Peter Simpson 2800 Scott Blvd. Santa Clara, CA 95050 Facsimile: (408) 986-0389 with a copy to: Cooley Godward LLP J. Michael Kelly One Maritime Plaza, 20th Floor San Francisco, CA 94111 Facsimile: (415) 951-3699 if to the Purchaser: Michael Tobin 200 Crossing Blvd. Framingham, MA 01702 12. Facsimile: (508) 879-7319 with a copy to: David Levin 550 S. California Ave., Ste 320 Palo Alto, CA 94306 Facsimile: (650) 858-8508 in either case, with a copy to: Daren Brinkman, Esq. 4333 Park Terrace St., Suite 205 Westlake Village, CA 91361 Facsimile: (818) 597-2998 11.7 TIME OF THE ESSENCE. Time is of the essence of this Agreement. 11.8 HEADINGS. The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 11.9 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 11.10 GOVERNING LAW; VENUE. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of California (without giving effect to principles of conflicts of laws). (b) If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought or otherwise commenced, the venue therefore will be the Bankruptcy Court. The Purchaser and the Seller hereby expressly and irrevocably consent and submit to the jurisdiction of the Bankruptcy Court. 11.11 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST. (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser and the respective successors and assigns (if any) of the foregoing. (b) Neither party may assign any of its rights or delegate any of its obligations under this Agreement or the Assumption Agreement (whether voluntarily, involuntarily, by way of merger or otherwise) to any other Person without the prior written consent of the other party. 13. (c) Nothing in this Agreement is intended to provide any rights or remedies to any employee of the Seller or to any other Person other than the parties. 11.12 WAIVER. (a) No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. (b) No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 11.13 AMENDMENTS. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Purchaser and the Seller. 11.14 SEVERABILITY. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 11.15 ENTIRE AGREEMENT. The Transactional Agreements set forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof. 11.16 CONSTRUCTION. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. 14. (c) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement. 15. The parties to this Agreement have caused this Agreement to be executed and delivered as of the date set forth on the first page. AUSPEX SYSTEMS, INC., a Delaware corporation By:____________________________________ ___________________, President By:____________________________________ ___________________, Secretary GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation By:____________________________________ Title:_________________________________ 16. -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                                                                   EXHIBIT - 2.1

                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (hereinafter "Agreement"), is entered
into as of June ___, 2003 (the "Effective Date'), by and between Auspex Systems,
Inc., a Chapter 11 debtor in possession, United States Bankruptcy Court for the
Northern District of California (the "Bankruptcy Court"), Case No. 03-52596-mm11
(hereinafter "Seller"), and Network Appliance, Inc., a Delaware corporation
(hereinafter "Purchaser").

         Whereas Seller is the owner of full right and title (both legal and
equitable) to certain inventions, patents, and applications, defined herein as
"Seller Patents"; and

         Whereas Purchaser is desirous of acquiring the entire domestic and
foreign right title and interest in and to such Seller Patents.

         Now, therefore, Seller and Purchaser hereby covenant and agree as
follows:

1. DEFINITIONS

   1.1.     "Seller Patents" shall mean those patents and applications
            identified as such in Exhibit A, and (i) all U.S. and foreign
            patents and patent applications that claim priority to such
            identified patents and applications and all U.S. and foreign patents
            and applications to which such identified patents and applications
            relate or claim priority, (ii) any continuations,
            continuations-in-part, divisions, reissue applications, extensions,
            Patent Cooperation Treaty applications, or derivatives of any of the
            foregoing, both foreign and domestic and (iii) all patentable
            inventions in the U.S. and every foreign country, described or
            embodied in any of the foregoing.

   1.2.     "Prosecution History Files" shall mean all files, documents and
            tangible things, as those terms have been interpreted pursuant to
            Federal Rule of Civil Procedure 34, constituting, comprising or
            relating to investigation, evaluation, prosecution, filing and
            registration of the Seller Patents, and specifically includes e-mail
            messages and other electronic or computer stored or generated data.

2. TRANSFER OF RIGHTS

   2.1.     For good and valuable consideration, the receipt and sufficiency of
            which are hereby acknowledged, Seller hereby agrees to assign and
            transfer to Purchaser and its representatives, successors and
            assigns its full and exclusive right, title and interest in and to
            all Seller Patents. Seller also hereby agrees to assign and transfer
            to Purchaser and its representatives, successors and assigns their
            full and exclusive right, title and interest in and to all
            protectable (e.g., as by patenting) inventions, in the U.S. and
            every foreign country, described or embodied in the Seller Patents.

   2.2.     Seller hereby agrees to assign and transfer to Purchaser and its
            representatives, successors and assigns the full and exclusive right
            to sue upon and otherwise enforce the Seller Patents and to recover
            all past damages and other potential relief arising from
            infringement of the Seller Patents assigned by this Agreement.

   2.3.     The closing (the "Closing") of the assignment and transfer of the
            Seller Patents and other assets described in Section 2.1 and 2.2
            (the "Purchased Assets") shall take place on the second business day
            following the satisfaction of the conditions set forth in Sections
            2.4

                                       1.



            through 2.7 and Section 5.19 of this Agreement or at such other
            place and time as Seller and Purchaser may mutually agree.

   2.4.     For the purpose of recordation and in accordance with the transfers
            herein, at the Closing, Seller shall execute the assignment document
            attached as Exhibit B listing the Seller Patents. Upon the written
            request of the Buyer and without additional charge or at the Buyer's
            expense, the Seller shall execute and deliver to the Buyer all such
            additional instruments of transfer, conveyance, endorsement and
            assignment (in a form satisfactory to the Buyer) as shall be
            necessary to transfer (or perfect or record the transfer of) the
            Seller Patents to Buyer including separate assignments for each
            Seller Patent.

   2.5.     Effective upon the Closing, Seller authorizes and requests the
            Commissioner of Patents to issue U.S. patents to Purchaser, its
            representatives, successors and assigns relating to the inventions
            and applications conveyed by this Agreement.

   2.6.     Effective upon the Closing, Seller conveys to Purchaser, its
            representatives, successors and assigns, the right to make
            applications on their own behalf for protection of the inventions
            conveyed herein in the U.S. and foreign countries and to claim,
            under United States law, the Patent Cooperation Treaty, the
            International Convention and/or other international arrangements for
            any such application, priority to any earlier application or patent.

   2.7.     Within 30 days of the Closing, Seller shall i) provide a complete
            and accurate docket identifying the relevant dates when any action
            or response is due within the next six (6) months in any US and
            foreign patent offices with respect to the Seller Patents, and ii)
            transfer, at Purchaser's expense, all Prosecution History Files and
            related files maintained by Seller outside counsel and in-house
            counsel for the Seller Patents to Purchaser.

3. NO IMPLIED OR EXPRESS LICENSES

   3.1.     Except for the Limited Use License (as defined below) set forth as
            Exhibit C hereto, Purchaser does not grant to Seller or any other
            entity any implied or express licenses or rights whatsoever under
            this Agreement. Purchaser does not grant to Seller or any other
            entity any implied or express licenses or rights with respect to
            any patents other than the Seller Patents. No licenses or rights are
            granted to Seller or any other entity regarding subject matter not
            invented by employees, contractors or other agents of Seller.

4. PAYMENT

   4.1.     As consideration for the assignment of the Seller Patents and other
            rights granted by Seller herein, Purchaser shall pay to Seller on or
            prior to the Closing, the total sum of eight million nine hundred
            seventy-five thousand U.S. Dollars ($8,975,000) (hereinafter
            referred to as the "Purchase Price"). The assignment and license
            provisions set forth herein are contingent upon the payment of the
            Purchase Price to Seller on or prior to Closing.

                                       2.



   4.2.     Payment under Paragraph 4.1 shall be made by electronic funds
            transfer. Such payment shall be deemed to be made on the date
            credited to the following account:

                  Pay to:                City National Bank
                                         150 California Street
                                         San Francisco, CA 94111

                  Routing & Transit #:   1220-1606-6
                  For Credit Of:         Cooley Godward LLP FBO Auspex Systems,
                                         Inc.

                  Credit Account #:      432-654869

            (Clearly indicate the originator (Purchaser's Name) and the
            beneficiary (Auspex Systems, Inc.)

5. COVENANTS AND OTHER PROVISIONS

   5.1.     Seller represents and warrants that (a) it has the right to assign
            the Purchased Assets, and (b) it is conveying through this Agreement
            its undivided right, title and interest in and to the Purchased
            Assets and that, to its knowledge, no other party has any claim of
            ownership to the Purchased Assets, except as explicitly provided for
            herein.

   5.2.     Seller represents and warrants that no agreements with third parties
            under any of the Seller Patents prevent Seller from entering into
            this Agreement. Seller further represents and warrants that no
            entities have licenses or rights under 11 U.S.C. Section 365(n) with
            respect to the Seller Patents.

   5.3.     Seller represents and warrants that, to its knowledge it has not
            taken, and will not take, any action materially adversely affecting
            the validity, enforceability, or issuance of the Seller Patents.

   5.4.     Seller represents and warrants that, to its knowledge, all of the
            domestic patent applications listed in Exhibit A are pending in the
            United States Patent and Trademark Office and that none of such
            applications have been abandoned.

   5.5.     Seller represents and warrants that except as set forth on Schedule
            5.5, no procedures are necessary and no payment of filing,
            examination or maintenance fees are required to be paid on or prior
            to July 30, 2003 with respect to any issued patents or pending
            patent applications included in the Seller Patents to maintain their
            compliance with formal legal requirements for filing, issuance and
            maintenance.

   5.6.     Seller represents and warrants that none of the Seller Patents set
            forth on Exhibit A is involved in any interference or opposition
            proceeding, and to Seller's, knowledge, no such proceeding is being
            threatened with respect to any such Seller Patents.

   5.7.     Seller represents and warrants that subject to appropriate order of
            the Bankruptcy Court, it is able to convey the Seller Patents free
            and clear of any liens, encumbrances, security interests, or other
            claims to the fullest extent of the Bankruptcy Court's authority
            to so order, except for the Limited Use License noted in this
            Agreement.

                                       3.



   5.8.     Seller shall pay all transfer taxes imposed on the sale of the
            Purchased Assets, including all sales, gross receipts, excise and
            gross income taxes.

   5.9.     Subject to the authority and jurisdiction of the Bankruptcy Court
            and except as is consistent with the applicable orders of the
            Bankruptcy Court with respect to the procedures relating to the sale
            of its assets, Seller covenants and agrees that it shall not execute
            any writing or do any act whatsoever conflicting with the terms of
            this Agreement, and that, following the Closing, Seller will at any
            time upon request, without further or additional consideration, but
            at the expense of Purchaser, execute such additional assignments or
            other writings and perform such additional acts as Purchaser may
            deem reasonably necessary to perfect Purchaser's ownership of the
            Purchased Assets. Seller further covenants and agrees, at
            Purchaser's expense, to render all reasonably necessary assistance
            following the Closing in making application for, prosecuting in any
            patent office internationally, and obtaining original, continuation,
            continuation-in-part, divisional, reissued, reexamined, and National
            phase patents of the U.S. or of any and all foreign countries on the
            inventions assigned herein, and in enforcing any rights or choses in
            action accruing as a result of the rights assigned herein, and by
            executing statements and other affidavits, it being understood that
            the foregoing covenant and agreement shall bind, and inure to the
            benefit of, the assigns and representatives of all parties hereto.

   5.10.    At the Closing, Purchaser agrees to execute and deliver to such
            party as may be designated by Seller, a limited use license in the
            form set forth as Exhibit C (the "Limited Use License").

   5.11.    This Agreement and all matters relating to this Agreement shall be
            construed and controlled by the laws of the State of California. If
            any legal proceeding or other legal action relating to this
            Agreement is brought or otherwise initiated by the parties to this
            Agreement, the venue therefore will be the Bankruptcy court.
            Purchaser and Seller hereby expressly and irrevocably consent and
            submit to the jurisdiction of the Bankruptcy Court.

   5.12.    Except as otherwise provided in the Agreement, the parties shall pay
            their respective expenses incurred in connection with the
            preparation, execution, and delivery of this Agreement and the
            consummation of the transactions contemplated hereby.

   5.13.    All notices, requests, demands, and other communications hereunder
            shall be deemed to have been duly given on the day they are (i)
            deposited in the U.S. mail, postage prepaid, certified or
            registered, return receipt requested; or (ii) sent by air express
            courier, charges prepaid, and addressed as follows:

         5.13.1. If to Purchaser: Network Appliance, Inc., 495 East Java Drive,
                 Sunnyvale, CA 94089 Attention: Gary Ross, Esq.

                                       4.



         5.13.2. If to Seller: Auspex Systems, Inc., c/o J. Michael Kelly,
                 Cooley Godward LLP, One Maritime Plaza, 20th Floor, San
                 Francisco, CA 94111.

         5.13.3. A copy to Daren Brinkman, Esq., 4333 Park Terrace St., Suite
                 205, Westlake Village, CA 91361.

         5.13.4. Such addresses may be changed, from time to time, by means of a
                 written notice delivered by the party seeking to change such
                 address in the manner provided for in this paragraph.

   5.14.    This Agreement shall be binding upon and inure to the benefit of the
            parties and their respective successors and assigns.

   5.15.    This Agreement may be terminated only by mutual consent of the
            parties or by either party upon approval by the Bankruptcy Court of
            a transaction or series of transactions involving a sale, transfer
            or assignment of all or substantially all the Purchased Assets to a
            party other than Purchaser. In the event that this Agreement shall
            be terminated pursuant to this Section 5.15, all further obligations
            of the parties under this Agreement shall terminate without further
            liability or obligation of any party hereunder; provided, that the
            parties will remain bound by the provisions of that certain
            confidentiality agreement dated May 8, 2003 by and between the
            parties.

   5.16.    The invalidity or unenforceability of any term or provision of this
            Agreement or the application of such term or provision to any person
            or circumstance shall not impair or affect the remainder of this
            Agreement or its application to other persons and circumstances, and
            the remaining terms and provisions shall remain in full force and
            effect.

   5.17.    This Agreement constitutes the entire agreement between the parties
            and supersedes all prior agreements and understandings, oral and
            written, among the undersigned with respect to the subject matter
            hereof.

   5.18.    None of Seller's representations, warranties and pre-closing
            covenants contained in this Agreement or in any other agreement,
            document or certificate delivered pursuant to this Agreement shall
            survive the Closing. Notwithstanding any provision hereof to the
            contrary, Seller's undertakings set forth in the second sentence of
            Section 2.4, Section 2.7(iii), Section 5.8, and Section 5.9 shall
            continue in full force and effect following the Closing. Neither
            Seller nor any of its officers, directors, representatives,
            employees, advisors or agents shall have any liability to Purchaser
            or any other party after the Closing for any breach thereof.

   5.19.    The Closing and the transactions contemplated herein are and shall
            be contingent upon (i) the issuance by the Bankruptcy Court of an
            order, in a form reasonably satisfactory to Purchaser, approving the
            transactions provided for herein free and clear of liens and
            encumbrances to the fullest extent of the Bankruptcy Court's
            authority to so order (the "Sale Order"); (ii) execution and
            delivery of the documents and other instruments required to be
            delivered by Purchaser and Seller on or prior to Closing pursuant to
            this Agreement; and (iii) receipt by Seller of the Purchase Price.
            The Sale Order shall contain, among other things, a finding that the
            sale of the Purchased Assets to Purchaser is in good faith within
            the meaning of Bankruptcy Code Section 363(m).

                                       5.



         In witness whereof, the parties hereto have caused this agreement to
be made and executed by duly authorized officers as of the dates indicated
below.

Agreed to:                                  Agreed to:

AUSPEX SYSTEMS, INC.                        NETWORK APPLIANCE, INC.

By:__________________________               By:__________________________

Name:________________________               Name:________________________

Title:_______________________               Title:_______________________

Date:________________________               Date:________________________

                                       6.

EX-2.2

                                                                   EXHIBIT - 2.2

================================================================================

                            ASSET PURCHASE AGREEMENT

                                 by and between:

                              AUSPEX SYSTEMS, INC.,
                             a Delaware corporation;

                                       and

                         GLASSHOUSE TECHNOLOGIES, INC.,
                             a Delaware corporation

                          ----------------------------

                            Dated as of June __, 2003

                          ----------------------------

================================================================================



                            ASSET PURCHASE AGREEMENT

                  THIS ASSET PURCHASE AGREEMENT is entered into as of June ___,
2003, by and between AUSPEX SYSTEMS, INC., a Delaware corporation (the "Seller")
and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (the "Purchaser").

                                    RECITALS

         WHEREAS, the Seller has filed a voluntary petition (case no.
03-52596-mmll) for relief under Chapter 11 of Title 11 (the "Bankruptcy Case")
with the United States Bankruptcy Court for the Northern District of California,
San Jose Division (the "Bankruptcy Court") under the United States Bankruptcy
Code, as amended from time to time (the "Bankruptcy Code"); and

         WHEREAS, pursuant to the Bankruptcy Code and with the approval of the
Bankruptcy Court, the Seller wishes to provide for the sale of certain assets,
together with certain obligations and liabilities relating thereto, of the
Seller to the Purchaser (the "Transaction") on the terms set forth in this
Agreement.

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

1.       DEFINITIONS

         1.1      AGREEMENT. "Agreement" shall mean this Asset Purchase
Agreement, as it may be amended from time to time.

         1.2      ASSIGNED CONTRACT. "Assigned Contract" shall mean any
agreement, contract or other instrument listed on Schedule 1 attached hereto.

         1.3      CUSTOMER SERVICE FIXED ASSETS. "Customer Service Fixed Assets"
shall mean the fixed assets set forth on Schedule 2 attached hereto to the
extent such fixed assets continue to be owned, controlled and possessed by the
Seller at Closing. However, Customer Service Fixed Assets shall not include any
Intellectual Property (including software) that has not been assumed by the
Seller and assigned to the Purchaser.

         1.4      INTELLECTUAL PROPERTY. "Intellectual Property" shall mean all
intellectual property and related assets, including (i) telephone and telecopier
numbers, e-mail addresses and all internet domain names, (ii) all foreign and
domestic patents, patent rights, patent disclosures, and statutory invention
registrations, including all reissues, divisions, continuations, continuations
in part, extensions and reexaminations thereof, and all improvements thereto,
(iii) all service marks, tradenames, trade dress, all product names, all assumed
or fictitious names and the logos associated therewith, copyrights (whether
registered or unregistered), applications for and renewals of all of the
foregoing, (iv) other such property and intangible rights owned by the Seller,
including financial and marketing business data, pricing and cost information,
business and marketing plans and subject to applicable privacy laws, customer
and supplier lists, together with the goodwill associated with which such
trademarks, tradenames, product names and

                                       1.



service marks, and (v) all computer software, including source code, object
code, comments, user interfaces, menus, buttons and icons, and all files, data,
manuals, design notes and other items and documentation related thereto and
associated therewith owned by the Seller.

         1.5      LICENSE AGREEMENT. "License Agreement" shall mean that certain
License Agreement by and between the Purchaser and Network Appliance, Inc.,
dated as of ______, 2003, pursuant to which Network Appliance, Inc. agrees to
grant a non-exclusive limited use license under certain intellectual property.

         1.6      PERSON. "Person" shall mean any individual, entity or
governmental body.

         1.7      REPRESENTATIVES. "Representatives" shall mean officers,
directors, employees, agents, attorneys, accountants, advisors and
representatives.

         1.8      SERVICE BUSINESS. "Service Business" shall mean the
maintenance and customer support business of the Seller for the maintenance of
its proprietary storage server products.

         1.9      SPARE PARTS INVENTORY. "Spare Parts Inventory" shall mean the
inventory set forth in Schedule 3 attached hereto with such additions,
subtractions and modifications as may result from the conduct of the Seller's
business in the ordinary course prior to Closing.

2.       SALE OF ASSETS; RELATED TRANSACTIONS.

         2.1      SALE OF ASSETS. The Seller shall sell and transfer to the
Purchaser, and the Purchaser shall purchase from the Seller, at the Closing (as
defined below), subject to the terms and conditions set forth in this Agreement,
good and valid title to the following (the "Assets"):

                  (a)      all of the Seller's rights and interests in and to,
as of the Closing Date (as defined below), all accounts receivable of the Seller
as of Closing, directly arising from the Assigned Contracts;

                  (b)      all of the Seller's rights and interests in and to,
as of the Closing Date, the Assigned Contracts;

                  (C)      all of the Seller's rights and interests in and to,
as of the Closing Date, the Customer Service Fixed Assets;

                  (d)      all of the Seller's rights and interests in and to,
as of the Closing Date, the Spare Parts Inventory;

                  (e)      Seller's rights and interests in and to the Seller's
name, logo and the trademarks and service marks related to the Service Business;

                  (f)      Seller's rights and interests in and to 18003AUSPEX
support line and the auspex.com and auspex.co.uk internet domain names
(including all content and data contain within these internet web sites relating
to the Service Business);

                                       2.



                  (g)      all right and title and interest in customer support
training materials and technical documentation used by the Seller in conducting
the Service Business; and

                  (h)      copies of all of Seller's books, records, files and
data related to the Service Business, excluding books, records, files and data
which are attorney-client privileged or considered attorney work-product (the
"Books and Records").

         2.2      EXCLUDED ASSETS. Notwithstanding anything to the contrary
contained in this Agreement, the Assets shall not include any assets, rights or
interests of the Seller other than the Assets specified in Section 2.1. For
clarity, the assets shall not include:

                  (a)      all rights of the Seller under the Transactional
Agreements (as defined below);

                  (b)      any Assigned Contracts to which the Seller is a party
or is otherwise bound if, after taking into account Section 365 of the
Bankruptcy Code, (i) a consent is required to be obtained from any Person in
order to permit the sale or transfer to the Purchaser of the Seller's rights
under such contract and (ii) such consent shall not have been obtained prior to
the Closing (the "Unassigned Contracts");

                  (c)      all cash, cash equivalents (including deposits),
prepayments and securities owned by the Seller;

                  (d)      all of the Seller's books, records, ledgers, files
and documents (except that the Purchaser may obtain copies of certain records
described in Section 2.1(h));

                  (e)      the Seller's formal corporate records, including its
certificate of incorporation, bylaws, minute books, corporate books, stock
transfer records and other records having to do with the corporate organization
of the Seller;

                  (f)      any Intellectual Property other than that
specifically described in Section 1.5 and Sections 2.1(e), (f) and (g);

                  (g)      all insurance policies or benefits, including rights
and proceeds, arising from or relating to the Assets prior to the Closing Date;

                  (h)      any tax attributes of the Seller, including, any net
operating loss carryovers and any right or claim for a tax refund attributable
to the operations or assets of the Seller, whether arising before, on or after
the Closing Date;

                  (i)      all personnel records and other records that the
Seller is required by any law, rule or regulation to retain in its possession;

                  (j)      any avoidance power causes of action under the
Sections 544-551 of the Bankruptcy Code;

                                       3.



                  (k)      the leased equipment that Transamerica Equipment
Financial Services asserts a protective lien over;

                  (l)      all personal property assets of the Seller not
referenced in Section 2.1;

                  (m)      any claims or causes of action of the Seller that
relate to or arise from any acts or omissions that may occur on or before the
Closing;

                  (n)      any and all litigation that may be pending as of the
Closing; and

                  (o)      all of the Seller's rights and interests in and to
the contracts, agreements and other instruments identified on Schedule 4 (the
"Excluded Contracts").

         2.3      PURCHASE PRICE.

                  (a)      As consideration for the sale of the Assets to the
Purchaser:

                           (i)      at the Closing (as defined below), the
         Purchaser shall pay to the Seller, by wire transfer of immediately
         available funds pursuant to the wire instructions set forth in Schedule
         5 attached hereto, a total of $280,000; and

                           (ii)     at the Closing, the Purchaser shall assume
         the Assumed Liabilities by delivering to the Seller an Assumption
         Agreement in substantially the form of Exhibit A (the "Assumption
         Agreement").

                  (b)      For purposes of this Agreement "Assumed Liabilities"
shall mean the following obligations and other liabilities (whether known,
unknown, accrued, absolute, matured, unmatured, contingent or otherwise, and
whether arising before (only in the case of clauses (i) and (iv) below) or after
(in the case of clauses (i) through (v) below) the Closing) as they may exist at
and/or after the Closing: (i) all contractual obligations and liabilities of the
Seller under or relating to the Assigned Contracts; (ii) all obligations and
other liabilities of the Seller relating to any of the taxes, charges, fees and
expenses that the Purchaser is required to bear and pay pursuant to Section 2.4;
(iii) all costs and expenses related to the Purchaser's taking possession and
control of the Assets; (iv) any Cure Payments related to the Assigned Contracts;
and (v) each other obligation or other liability of the Seller relating to any
of the Assets.

                  (c)      Notwithstanding the foregoing, the following
liabilities shall not be included in the Assumed Liabilities:

                           (i)      all obligations of the Seller (whether
         known, unknown, accrued, absolute, matured, unmatured, contingent or
         otherwise, whether or not required to be reflected on a balance sheet,
         whether or not incurred in the ordinary course of business and whether
         or not arising prior to or after the Closing) that relate to the
         Unassigned Contracts or the Excluded Contracts; and

                           (ii)     all obligations of the Seller (whether
         known, unknown, accrued, absolute, matured, unmatured, contingent or
         otherwise, whether or not required to be

                                       4.



         reflected on a balance sheet, whether or not incurred in the ordinary
         course of business and whether or not arising prior to or after the
         Closing) that relate to warranty obligations arising from the sale of
         products by the Seller, other than those warranty obligations set forth
         in the Assigned Contracts, if any.

         2.4      SALES TAXES. The Purchaser shall bear and pay, and shall
reimburse the Seller for, any sales taxes, use taxes, transfer taxes,
documentary charges, recording fees or similar taxes, charges, fees or expenses
that may become payable in connection with the sale of the Assets to the
Purchaser or in connection with (a) the execution and delivery of the Agreement
and the Assumption Agreement (the Agreement and the Assumption Agreement shall
collectively be referred to as the "Transactional Agreements"), and (b) all of
the transactions contemplated by the Transactional Agreements.

         2.5      ALLOCATION. Within five days after the Closing, the Purchaser
shall deliver to the Seller a proposed statement setting forth the Purchaser's
good faith determination of the manner in which the consideration referred to in
Sections 2.3(a)(i) and 2.3(a)(ii) is to be allocated among the Assets (the
"Allocation"). Within 2 days after receipt of the Purchaser's proposed
statement, the Seller will deliver to Purchaser a notice setting forth any
proposed changes to such allocation, together with a reasonably detailed
explanation of the reasons for such proposed changes. The parties will negotiate
in good faith to resolve any disputed items, and if the parties are unable to
agree on the allocation within 10 days after delivery of such notice to
Purchaser, then the dispute will be arbitrated by a accounting firm of national
reputation mutually acceptable to the parties, whose determination will be
conclusive and binding upon the parties for tax purposes. The Allocation will be
conclusive and binding upon the parties for tax purposes, and neither party will
make any statement or declaration to any taxing authority that is inconsistent
with the Allocation.

         2.6      CLOSING.

                  (a)      The closing of the sale of the Assets to the
Purchaser (the "Closing") shall take place at the offices of Cooley Godward LLP
in Palo Alto, California, at 10:00 a.m. on the first business day after the
satisfaction or waiver of the conditions set forth in Sections 7 and 8, or
subject to the Bankruptcy Court, at such other date, place or time as may be
agreed to by the parties thereafter but in no event later than 12:00 p.m. on
June 30, 2003. For purposes of this Agreement, "Closing Date" shall mean the
time and date as of which the Closing actually takes place.

                  (b)      At the Closing:

                           (i)      the Purchaser shall pay to the Seller the
         consideration set forth in Section 2.3(a)(i); and

                           (ii)     the Purchaser shall execute and deliver to
         the Seller the Assumption Agreement.

         2.7      CURE PAYMENTS. The Seller agrees to use commercially
reasonable efforts to assign the Assigned Contracts to the Purchaser pursuant to
Section 365 of the Bankruptcy Code.

                                       5.



All amounts and actions necessary to cure any defaults or arrearages under any
and all Assigned Contracts (other than Unassigned Contracts) as set forth hereto
on Schedule 6 (the "Cure Payments") shall be the responsibility of the
Purchaser.

         2.8      ASSUMED LIABILITIES. From and after the Closing, the Purchaser
agrees to assume and discharge or perform when due the Assumed Liabilities.

         2.9      GRANT-BACK LICENSE OF "AUSPEX" NAME AND LOGO. Effective
immediately after the Closing, the Purchaser hereby grants to the Seller a
non-exclusive license to use the name "Auspex" and the Seller's logo solely for
the purpose of completing the bankruptcy process.

3.       REPRESENTATIONS AND WARRANTIES OF THE SELLER.

                  The Seller represents and warrants as follows:

         3.1      DUE ORGANIZATION. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

         3.2      AUTHORITY; BINDING NATURE OF AGREEMENTS. Assuming the Closing
takes place after the Sale Order (as defined in Section 10.2), Seller has all
necessary corporate power and authority to execute and deliver the Transactional
Agreements and to perform its obligations under the Transactional Agreements.
Assuming the Closing takes place after the Sale Order, this Agreement
constitutes, and, upon execution thereof, the Assumption Agreement will
constitute, the valid and binding obligations of the Seller, enforceable against
the Seller in accordance with their terms, subject to (i) laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

         3.3      TITLE TO ASSETS. Assuming the Closing takes place after the
entry of the Sale Order, as of the Closing Date, the Seller will have good and
valid title to the Assets.

         3.4      ASSIGNED CONTRACTS. Subject to (i) laws of general application
relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of
law governing specific performance, injunctive relief and other equitable
remedies, each Assigned Contract is valid and in full force and effect in
accordance with its terms, except where the invalidity or failure to be in full
force or effect arises from a default or arrearages to be cured by satisfaction
of a Cure Payment.

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

         The Purchaser represents and warrants, to and for the benefit of the
Seller, as follows:

         4.1      DUE ORGANIZATION. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

         4.2      AUTHORITY; BINDING NATURE OF AGREEMENTS. The Purchaser has all
necessary corporate power and authority to execute and deliver the Transactional
Agreements and to

                                       6.



perform its obligations under the Transactional Agreements. Assuming the Closing
takes place after the Sale Order, this Agreement constitutes, and, upon
execution thereof, the Assumption Agreement will constitute, the valid and
binding obligations of the Purchaser, enforceable against the Purchaser in
accordance with their terms, subject to (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.

5.       PRE-CLOSING COVENANTS OF THE SELLER.

         5.1      ACCESS AND INVESTIGATION. During the period from the date of
this Agreement through the Closing Date (the "Pre-Closing Period"), the Seller
shall (a) after receiving reasonable advance notice from the Purchaser, give the
Purchaser reasonable access (during normal business hours) to the Books and
Records and (b) provide the Purchaser with such information regarding the Assets
and any other appropriate matters related to the Transactional Agreements as the
Purchaser may reasonably request, for the sole purpose of enabling the Purchaser
to further investigate the Assets and any other appropriate matters related to
the subject matter of the Transactional Agreements.

         5.2      OPERATION OF BUSINESS. The Seller shall ensure that, during
the Pre-Closing Period, the Seller, subject to Bankruptcy Court jurisdiction:
(i) will not prematurely terminate or materially amend any of the Assigned
Contracts; (ii) will not commit a material breach of any Assigned Contract;
(iii) only with respect to the Spare Parts Inventory, will not change or modify
in any material respect existing inventory management and (iv) will use
commercially reasonable efforts to maintain good relations with the employees
and the parties to the Assigned Contracts.

         5.3      CONDITIONS. The Seller will use commercially reasonable
efforts during the Pre-Closing Period to cause the conditions set forth in
Section 7 to be satisfied on a timely basis and otherwise to cause the Closing
to take place as soon as reasonably practicable.

         5.4      BANKRUPTCY CASE. The Seller will use commercially reasonable
efforts to obtain the order described in Section 10.2.

         5.5      CUSTOMER SERVICE FIXED ASSETS. The Seller will not sell,
transfer or otherwise dispose of Customer Service Fixed Assets prior to the
Closing other than in the ordinary course of the Seller's business.

6.       PRE-CLOSING COVENANTS OF THE PURCHASER.

         6.1      CONDITIONS. The Purchaser will use commercially reasonable
efforts during the Pre-Closing Period to cause the conditions set forth in
Section 8 to be satisfied on a timely basis and otherwise to cause the Closing
to take place as soon as reasonably practicable.

         6.2      EMPLOYMENT OFFERS. Prior to the Closing, the Purchaser may
offer employment to none, some or all of the Seller's employees providing
services for the Service Business. Employees of the Seller immediately prior to
the Closing who accept such offers of employment (the "Transferred Employees")
shall be granted full credit for all employment with, or recognized by, the
Seller for purposes of eligibility, vesting and determining the amount of any

                                       7.



benefit with respect to any paid time off program of the Purchaser, provided
that no Transferred Employee shall be credited with employment time which is
greater than the life of the Purchaser. Nothing in this Section 6.2 is intended
to create any claim or right against the Purchaser on the part of any employee
of the Seller, and no such employee shall be entitled to assert any claim or
right hereunder.

         6.3      CURE PAYMENTS. Subject to the prior approval of the Bankruptcy
Court, the Purchaser will, on or prior to the Closing, make the Cure Payments
under any Assigned Contract in order that such Assigned Contract may be assigned
to and assumed by the Purchaser in accordance with the provisions of Section 365
of the Bankruptcy Code and this Agreement.

         6.4      BANKRUPTCY CASE. The Purchaser will cooperate fully with the
Bankruptcy Court and with the Seller to expedite the Bankruptcy Case and to
obtain the order described in Section 10.2.

7.       CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE.

         The Purchaser's obligation to purchase the Assets and to take the other
actions required to be taken by the Purchaser at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Purchaser, in whole or in part, in writing):

         7.1      ACCURACY OF REPRESENTATIONS. All of the representations and
warranties made by the Seller in this Agreement (considered collectively), and
each of said representations and warranties (considered individually), shall
have been accurate in all material respects as of the date of this Agreement,
and shall be accurate in all material respects as of the Closing Date.

         7.2      PERFORMANCE OF OBLIGATIONS.

                  (a)      The Assumption Agreement shall have been executed by
each of the parties thereto and delivered to the Purchaser.

                  (b)      All of the covenants and obligations that the Seller
are required to comply with or to perform at or prior to the Closing (considered
collectively), and each of said covenants and obligations (considered
individually), shall have been duly complied with and performed in all material
respects.

         7.3      BILL OF SALE; ETC. The Seller shall have executed and
delivered such bill of sale, assignments or other instruments in order to
evidence and effectuate the sale and transfer of the Assets to the Purchaser.

         7.4      BANKRUPTCY CASE. The Bankruptcy Court shall have entered the
Sale Order (as defined in Section 10.2), which Sale Order shall not have been
reversed, rescinded, stayed, modified or amended prior to the Closing Date.

         7.5      RESTRAINTS. No injunction or other order preventing the
consummation of the transactions contemplated by the Transactional Agreements
shall have been issued since the date

                                       8.



of this Agreement by any United States federal or state court of competent
jurisdiction and shall remain in effect.

         7.6      LICENSE AGREEMENT. The License Agreement, in a form reasonably
acceptable to the Purchaser, shall have been executed by the parties thereto.

8.       CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION TO CLOSE.

         The Seller's obligation to sell the Assets and to take the other
actions required to be taken by the Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Seller, in whole or in part, in writing):

         8.1      ACCURACY OF REPRESENTATIONS. All of the representations and
warranties made by the Purchaser in this Agreement (considered collectively),
and each of said representations and warranties (considered individually), shall
have been accurate in all material respects as of the date of this Agreement and
shall be accurate in all material respects as of the Closing Date.

8.2      PERFORMANCE OF OBLIGATIONS.

                  (a)      The Purchaser shall have executed and delivered the
Assumption Agreement and shall have made the payment contemplated by Section
2.3(a)(i).

                  (b)      All of the other covenants and obligations that the
Purchaser is required to comply with or to perform pursuant to this Agreement at
or prior to the Closing (considered collectively), and each of said covenants
and obligations (considered individually), shall have been complied with and
performed in all material respects.

         8.3      BANKRUPTCY CASE. The Bankruptcy Court shall have entered the
Sale Order (as defined in Section 10.2), which Sale Order shall not have been
reversed, rescinded, stayed, modified or amended prior to the Closing Date.

         8.4      RESTRAINTS. No injunction or other order preventing the
consummation of the transactions contemplated by the Transactional Agreements
shall have been issued since the date of this Agreement by any United States
federal or state court of competent jurisdiction and shall remain in effect.

         8.5      BEST OFFER. The transactions contemplated by the Transactional
Agreements shall be determined by the Bankruptcy Court to be the highest and
best offer for the Assets.

         8.6      CURE PAYMENTS. The Purchaser shall have paid the Cure
Payments.

         8.7      LICENSE AGREEMENT. The License Agreement, in a form reasonably
acceptable to the Seller, shall have been executed by the parties thereto.

9.       TERMINATION.

         9.1      TERMINATION EVENTS. This Agreement may be terminated prior to
the Closing:

                                       9.



                  (a)      by the Purchaser if (i) there is a material breach of
any covenant or obligation of the Seller and such breach shall not have been
cured within ten days after the delivery of notice thereof to the Seller, or
(ii) the Purchaser reasonably determines that the timely satisfaction of any
condition set forth in Section 7 has become impossible or impractical (other
than as a result of any failure on the part of the Purchaser to comply with or
perform its covenants and obligations set forth in this Agreement);

                  (b)      by the Seller if (i) there is a material breach of
any covenant or obligation of the Purchaser and such breach shall not have been
cured within ten days after the delivery of notice thereof to the Purchaser, or
(ii) the Seller reasonably determines that the timely satisfaction of any
condition set forth in Section 8 has become impossible or impractical (other
than as a result of any failure on the part of any Shareholder or the Seller to
comply with or perform any covenant or obligation set forth in this Agreement);

                  (c)      by either party if the Bankruptcy Court: (i)
determine not to enter the Sale Order (as defined in Section 10.2); (ii)
approves a transaction or series of transactions involving a sale, transfer or
assignment of all or substantially all of the Assets to a Person other than the
Purchaser; or (iii) in the event that a stay pending appeal or a writ of mandate
of the Sale Order is granted on behalf of any party; or

                  (d)      by the mutual written consent of the Purchaser and
the Seller.

         9.2      TERMINATION PROCEDURES. If either party wishes to terminate
this Agreement pursuant to Section 9.1, such party will deliver to the other
party a written termination notification stating that such party is terminating
this Agreement and setting forth in reasonable detail the basis on which such
party is terminating this Agreement.

         9.3      EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 9.1, all further obligations of the parties under this
Agreement shall terminate; provided, however, that (a) no party shall be
relieved of any obligation or other liability arising from any breach by such
party of any provision of this Agreement and (b) the parties shall, in all
events, remain bound by and continue to be subject to the provisions set forth
in Section 11.4.

         9.4      NONEXCLUSIVITY OF TERMINATION RIGHTS. The termination rights
provided in Section 9.1 shall not be deemed to be exclusive. Accordingly, the
exercise by any party of its right to terminate this Agreement pursuant to
Section 9.1 shall not be deemed to be an election of remedies and shall not be
deemed to prejudice, or to constitute or operate as a waiver of, any other right
or remedy that such party may be entitled to exercise (whether under this
Agreement, under any statute or rule, at common law, in equity or otherwise).

10.      AS-IS OFFER AND BANKRUPTCY APPROVALS.

         10.1     AS-IS TRANSACTION. Whether as of the date hereof or as of the
Closing Date, the Purchaser hereby acknowledges and agrees that, the Seller
makes no representations or warranties whatsoever, express or implied, with
respect to any matter relating to the Assets, including (a) income to be derived
or expenses to be incurred in connection with the Assets; (b) the physical
condition of any personal property or any tangible or intangible personal
property

                                      10.



comprising a part of the Assets or the property or assets which are the subject
of any Assigned Contract; (c) the environmental condition or other matter
relating to the physical condition of any property or improvements of the Assets
(or any portion thereof) or (d) the merchantability or fitness of the Assets for
a particular purposes. Without in any way limiting the foregoing, the Seller
hereby disclaims any warranty (express or implied) of merchantability or fitness
for a particular purpose as to any portion of the Assets. The Purchaser further
acknowledges that the Purchaser has conducted an independent inspection and
investigation of the physical condition of all portions of the Assets and all
such other matters relating to or affecting the Assets as the Purchaser deemed
necessary or appropriate and that in proceeding with this Agreement, the
Purchaser is and will do so based solely upon such independent inspections and
investigations. Accordingly, the Purchaser will accept the Assets at the Closing
"AS-IS," WHERE IS" AND "WITH ALL FAULTS."

         10.2     SALE ORDER PROCEDURES. As soon as practicable following a
hearing before the Bankruptcy Court to consider the sale of the Assets by the
Seller (the "Sale Hearing"), the Seller shall, if the transactions contemplated
by the Transactional Agreements shall be determined by the Bankruptcy Court to
be the highest and best offer for the Assets, file with the Bankruptcy Court a
motion or motions seeking entry of an Order of the Bankruptcy Court approving
this Agreement and the sale of the Assets contemplated hereunder pursuant to
Section 363 of the Bankruptcy Code and the assumption and assignment of the
Assigned Contracts in accordance with Section 365 of the Bankruptcy Code (the
"Sale Order").

11.      MISCELLANEOUS PROVISIONS.

         11.1     FURTHER ASSURANCES. Each party hereto shall execute and/or
cause to be delivered to each other party hereto such instruments and other
documents, and shall take such other actions, as such other party may reasonably
request (prior to, at or after the Closing) for the purpose of carrying out or
evidencing any of the transactions contemplated by the Transactional Documents.

         11.2     NO OTHER REPRESENTATIONS. The parties acknowledge that, except
as expressly set forth in this Agreement and the Assumption Agreement, neither
party has made or is making any representations or warranties whatsoever to the
other, implied or otherwise.

         11.3     SURVIVAL OF REPRESENTATIONS AND WARRANTS. None of the Seller's
representations and warranties and pre-closing covenants contained in this
Agreement or the Assumption Agreement or in any other agreement, document or
certificate delivered pursuant to this Agreement shall survive the Closing and
neither the Seller nor any of its officers, directors, Representatives,
employees, advisors or agents shall have any liability to the Purchaser or any
other Person after the Closing for any breach thereof.

         11.4     FEES AND EXPENSES.

                  (a)      Subject to the approval of the Bankruptcy Court, the
Seller shall bear and pay all fees, costs and expenses (including all legal fees
and expenses payable to Cooley Godward LLP) that have been incurred or that are
in the future incurred by, on behalf of or for the benefit of the Seller in
connection with: (i) the negotiation, preparation and review of any letter

                                      11.



of intent or similar document relating to the Transaction; (ii) the negotiation,
preparation and review of the Transactional Agreements and other instruments and
documents delivered or to be delivered in connection with the Transaction; (iii)
the preparation and submission of any filing or notice required to be made or
given in connection with any of the Transaction, and the obtaining of any
Consent required to be obtained in connection with any of the Transaction; and
(iv) the consummation and performance of the Transaction.

                  (b)      the Purchaser shall bear and pay all fees, costs and
expenses (including all legal fees and expenses payable to counsel and other
advisors) that have been incurred or that are in the future incurred by or on
behalf of the Purchaser in connection with: (i) the negotiation, preparation and
review of any letter of intent or similar document relating to the Transaction;
(ii) the investigation and review conducted by the Purchaser and its
Representatives with respect to the business of the Seller; (iii) the
negotiation, preparation and review of the Transactional Agreements and other
instruments and documents delivered or to be delivered in connection with the
Transaction; and (iv) the consummation and performance of the Transactions.

         11.5     ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to any of the Transactional Agreements or the enforcement of any
provision of any of the Transactional Agreements is brought against any party to
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees, costs and disbursements (in addition to any other relief to
which the prevailing party may be entitled).

         11.6     NOTICES. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly delivered, given and received when delivered (by
hand, by registered mail, by courier or express delivery service or by
facsimile) to the address or facsimile telephone number set forth beneath the
name of such party below (or to such other address or facsimile telephone number
as such party shall have specified in a written notice given to the other
parties hereto):

                  if to the Seller:
                                    Peter Simpson
                                    2800 Scott Blvd.
                                    Santa Clara, CA 95050
                                    Facsimile: (408) 986-0389

                  with a copy to:
                                    Cooley Godward LLP
                                    J. Michael Kelly
                                    One Maritime Plaza, 20th Floor
                                    San Francisco, CA 94111
                                    Facsimile: (415) 951-3699

                  if to the Purchaser:
                                    Michael Tobin
                                    200 Crossing Blvd.
                                    Framingham, MA 01702

                                      12.



                                    Facsimile: (508) 879-7319

                  with a copy to:
                                    David Levin
                                    550 S. California Ave., Ste 320
                                    Palo Alto, CA 94306
                                    Facsimile: (650) 858-8508

                  in either case, with a copy to:
                                    Daren Brinkman, Esq.
                                    4333 Park Terrace St., Suite 205
                                    Westlake Village, CA 91361
                                    Facsimile: (818) 597-2998

         11.7     TIME OF THE ESSENCE. Time is of the essence of this Agreement.

         11.8     HEADINGS. The underlined headings contained in this Agreement
are for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         11.9     COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.

         11.10    GOVERNING LAW; VENUE.

                  (a)      This Agreement shall be construed in accordance with,
and governed in all respects by, the internal laws of the State of California
(without giving effect to principles of conflicts of laws).

                  (b)      If any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
is brought or otherwise commenced, the venue therefore will be the Bankruptcy
Court. The Purchaser and the Seller hereby expressly and irrevocably consent and
submit to the jurisdiction of the Bankruptcy Court.

         11.11    SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST.

                  (a)      This Agreement shall be binding upon: the Seller and
its successors and assigns (if any) and the Purchaser and its successors and
assigns (if any). This Agreement shall inure to the benefit of: the Seller; the
Purchaser and the respective successors and assigns (if any) of the foregoing.

                  (b)      Neither party may assign any of its rights or
delegate any of its obligations under this Agreement or the Assumption Agreement
(whether voluntarily, involuntarily, by way of merger or otherwise) to any other
Person without the prior written consent of the other party.

                                      13.



                  (c)      Nothing in this Agreement is intended to provide any
rights or remedies to any employee of the Seller or to any other Person other
than the parties.

         11.12    WAIVER.

                  (a)      No failure on the part of any Person to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of any Person in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such power, right, privilege or remedy;
and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy.

                  (b)      No Person shall be deemed to have waived any claim
arising out of this Agreement, or any power, right, privilege or remedy under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such Person; and any such waiver shall not be applicable
or have any effect except in the specific instance in which it is given.

         11.13    AMENDMENTS. This Agreement may not be amended, modified,
altered or supplemented other than by means of a written instrument duly
executed and delivered on behalf of the Purchaser and the Seller.

         11.14    SEVERABILITY. In the event that any provision of this
Agreement, or the application of any such provision to any Person or set of
circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to Persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.

         11.15    ENTIRE AGREEMENT. The Transactional Agreements set forth the
entire understanding of the parties relating to the subject matter thereof and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter thereof.

         11.16    CONSTRUCTION.

                  (a)      For purposes of this Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include the masculine and feminine genders.

                  (b)      The parties hereto agree that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be applied in the construction or interpretation of
this Agreement.

                                      14.



                  (c)      As used in this Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."

                  (d)      Except as otherwise indicated, all references in this
Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this
Agreement and Exhibits to this Agreement.

                                      15.



         The parties to this Agreement have caused this Agreement to be executed
and delivered as of the date set forth on the first page.

                                         AUSPEX SYSTEMS, INC.,
                                          a Delaware corporation

                                         By:____________________________________
                                             ___________________, President

                                         By:____________________________________
                                             ___________________, Secretary

                                         GLASSHOUSE TECHNOLOGIES, INC.,
                                          a Delaware corporation

                                         By:____________________________________

                                         Title:_________________________________

                                      16.