Cray Research Asset Purchase Agreement

The Registrant shall furnish supplementally a copy of any omitted schedule to the Commission upon request.]



EXECUTION COPY ASSET PURCHASE AGREEMENT



ASSET PURCHASE AGREEMENT, dated as of August 5, 1996 (as hereafter amended, modified or supplemented, this "Agreement"), between CRAY RESEARCH, INC., a corporation organized and existing under the laws of the State of Delaware ("Seller"), and ARIS CORPO RATION, a corporation organized and existing under the laws of the State of Washington ("Purchaser");





WHEREAS, Seller, though its Cray Solutions division ("Cray Solutions"), is engaged in the business of providing certain software consulting services in the United States; and



WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all right, title and interest of Seller in and to certain of the property and assets used in connection with the business of Cra y Solutions, and in connection therewith Purchaser is willing to assume certain liabilities of Seller relating thereto, all upon the terms and subject to the conditions set forth herein;



NOW, THEREFORE, in consideration of the foregoing, the payment by Purchaser to Seller of the amount of $10.00 and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, th e parties hereto hereby agree as follows:



SECTION 1. Assets to Be Sold. (a) On the terms and subject to the conditions of this Agreement, Seller shall, on the Closing Date, sell, assign, transfer, convey and deliver to Purchaser or cause to be sold, a ssigned, transferred, conveyed and delivered to Purchaser, and Purchaser shall acquire from Seller, on the Closing Date, all of Seller's right, title and interest in and to the following assets, in each case owned or leased by Seller and used primarily or , in the case of clause (iv) of this Section 1, solely in connection with the business of Cray Solutions at the Closing Date (collectively, the "Assets"):



(i) the office lease agreement, dated October 20, 1993, between Metropolitan Life Insurance Company, as landlord, and Cray Research, Inc. (as successor in interest of Savant Systems, Inc.), as tenant (the "Dallas Lease");



(ii) all furniture, fixtures, equipment, machinery and other tangible personal property at 5430 LBJ Freeway, Suite 950, Dallas, Texas 75240 (the "Dallas Facility");

(iii) all books of account, general, financial, tax and personnel records, invoices, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto;



(iv) all intellectual property, goodwill, trade secrets and other intangible personal property;



(v) all sales and promotional literature, customer lists and other sales-related materials; and



(vi) all rights under all contracts, subcontracts, licenses, sublicenses, agreements, leases, purchase orders, customer orders, commitments and similar binding a rrangements of Seller, including, without limitation, all non-compete agreements between Seller and any Transferred Employee.



(b) Notwithstanding the foregoing, the Assets shall exclude the following assets owned or leased by Seller (the "excluded Assets"):



(i) all cash, cash equivalents and bank accounts;



(ii) all accounts receivable, notes and other amounts receivable from third parties (including, without limitation, customers and employees) arising from the conduct of the bu siness of Cray Solutions on or before the Closing Date, including, without limitation, all amounts receivable under invoices for services performed by Cray Solutions on or before July 31, 1996;



(iii) all claims, causes of action, chases in actio n, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds) pertaining to, arising out of or inuring to the benefit of the business of Cray Solutions on or before the Closing Date;



(iv) all rights of Seller in and to the names "Cray" and "Cray Solutions" ;



(v) all rights of Seller under the consulting services agreement, dated March 1, 1995 (the "TIG Agreement"), between TIG Insurance Company and Cray Research, Inc.; and



(vi) all rights of Seller under this Agreement and any agreements ancillary hereto.





SECTION 2. Assumption and Exclusion of Liabilities. (a) Purchaser shall, on the Closing Date, assume and shall pay, perform and discharge when due all liabilities of Seller as at th e Closing Date arising out of or relating to (i) the Assets, (ii) to the extent arising on or after the Closing Date, the Transferred Employees (as defined below), and (iii) severance benefits under the terms of the 1995 Cray Severance Plan claimed by any Employee upon the termination of any such Employee on or after the Closing Date (the "Assumed Liabilities"), including, without limitation, (A) liabilities under all contacts, agreements and purchase orders listed on Schedule I attached hereto, (B) all ac counts payable arising after the Closing.



(b) Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, all liabilities of Seller as of the Closing Date other than the Assumed Liabilities (the "E x cluded Liabilities"), including, without limitation, (i) all liabilities relating to or arising out of the Excluded Assets and (ii) liabilities for vacation time, sick leave, personal leave and other compensated time off accrued by the Employees as of the Closing Date.



SECTION 3. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Shearman & Sterling, 555 California Street, San Francisco, California (telephone: (415) 616-1100; telecopier: (415) 616-1199), August 5, 1996 or at such other place or at such other time or on such other date as Seller and Purch aser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").



SECTION 4. Conditions to Closing. (a) The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subje ct to the receipt by Seller, at or prior to the Closing, of TIG's written agreement (the "Termination Agreement") to terminate the TIG Agreement and release Seller of any liability thereunder, in ...