Asset Purchase Agreement between SBE and D.R. Barthol & Company (Assignee for Antares Microsystems)

Summary

SBE agrees to purchase specific operating assets of Antares Microsystems from D.R. Barthol & Company, acting as Assignee for the Benefit of Creditors, for $75,000. The assets include intellectual property, company name, customer lists, inventory, and certain equipment, but exclude liabilities, receivables, and most furniture. The agreement is effective August 7, 2003, with payment due the next day. D.R. Barthol & Company retains responsibility for prior liabilities and excluded assets.

EX-2.1 3 doc3.txt EXHIBIT 2.1 August 7, 2003 D.R. Barthol & Company 317 Lennon Lane, Suite 200 Walnut Creek, CA. 94598 Re: Antares Microsystems Dear Don Barthol Assignee for the Benefit of Creditors of Antares Microsystems: SBE offers to purchase the following listed operating assets of Antares Microsystems ("Company") from you as Assignee effective August 7, 2003 for a total purchase price of $75,000. Upon acceptance of the offer by you, SBE will remit a check for $75,000 to you on August 8, 2003. OPERATING ASSETS PURCHASED BY SBE: - - The name Antares Microsystems, Inc. and derivatives thereof. - - All intellectual property including patents, trademarks, copyrights and propriety product designs. - - All license agreements naming the Company as licensee or licensor. - - Agreements to which patent, trademark, service mark or copyright has been sold or transferred to the Company. - - Agreements relating to source or objects code escrows. - - Distribution, marketing, advertising, public relations, sales representative and supplier agreements. - - Advertising, marketing and other selling materials currently used by the Company. - - All customer lists - - All product inventories including all finished goods, work in process and raw materials. - - All outstanding purchase orders received from customers for the Company's products. - - All computers or computing equipment including software owned or licensed that is used in the production, testing, manufacturing or development of the Company's current or future products. - - All computer or computing equipment including software owned or licensed that is used in to account for or control the Company's manufacturing, production or sales of products. - - All of the production or test work benches. - - All other tools and equipment used in the design, production, test, manufacturing or storage process for the Company's products. ASSETS AND LIABILITIES NOT PURCHASED BY SBE: - - Any outstanding liabilities or commitments incurred prior to the purchase of the operating assets by SBE. - - Any lease commitments for equipment, automobiles or real estate. - - Any loans or advances to the Company or to individuals or employees of the Company. - - Any payroll, sales or income taxes or other regulatory payments due by the Company. - - Any amounts owed to current or former employees of the Company. - - Any Accounts Receivable outstanding at the date of purchase or proceeds. - - Any furniture or fixtures owned or leased by the Company (with the exception of the production and test work benches). DATE: AUGUST 8, 2003 - ----------------------- /s/ David W. Brunton Accepted: /s/ Don Barthol - ---------------------- ----------------- David W. Brunton Don Barthol CFO D.R. Barthol & Company