Assignment Of Equipment Leases

EXHIBIT 10.3


ASSIGNMENT OF EQUIPMENT LEASES


This Assignment of Equipment Leases ("AGREEMENT") dated as of July 1, 1996 is made by FWB Software, Inc., a California corporation ("SELLER"), and StreamLogic Corporation, a Delaware corporation ("BUYER"). Any capitalized terms not defined herein shall have the meaning ascribed thereto in the Purchase Agreement (as defined below).


RECITALS


A. Seller and Buyer are parties to that certain Asset Purchase Agreement dated as of June 7, 1996 (as amended, the "PURCHASE AGREEMENT"), pursuant to which Seller agreed to sell, transfer and assign to Buyer and Buyer agreed to purchase, acquire and assume from Seller certain assets relating to the hardware business of Seller, including without limitation, certain equipment (the "TRANSFERRED EQUIPMENT") held under those equipment leases which are listed in Attachment 1 hereto (the "TRANSFERRED LEASES").


B. As a condition to the Closing, Buyer was to have obtained consents from the lessors or their assignees (each, a "LESSOR" and together, the "LESSORS") under the Transferred Leases by the Closing. Buyer has been unable to obtain such consents by such date, and Seller is willing to waive the condition upon the execution of this Agreement.


NOW THEREFORE, the parties hereby agree as follows:


SECTION 1. ASSIGNMENT. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, conveys, transfers and assigns to Buyer all of Seller's rights under all of the Transferred Leases, effective as of the Closing, and Buyer hereby accepts the foregoing assignment.


SECTION 2. ASSUMPTION. Buyer hereby assumes and agrees to perform the liabilities and obligations of Seller to be performed under the Transferred Leases from and after the Closing.


SECTION 3. INDEMNITIES.


(a) Seller agrees to indemnify, defend and hold Buyer harmless from any and all claims, losses, costs, expenses or liabilities (collectively, "CLAIMS") arising prior to July 1, 1996 from Seller's performance or nonperformance under any of the Transferred Leases.


(b) Buyer agrees to indemnify, defend and hold Seller harmless from any and all Claims arising on or after July 1, 1996 from Buyer's performance or nonperformance under any of the Transferred Leases. In addition, Buyer specifically agrees to indemnify, defend and hold harmless Norman Fong from any and all Claims arising on or after July 1, 1996 which arise out of any guaranty or similar agreement with any Lessor in ...