Consent Agreement

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]

A M O N G:

[NAME OF SELLER UNDER CONDITIONAL

SALE AGREEMENT] a corporation incorporated
under the laws of the State of [State (ie.
California)], with its principal place of business at
[Address of Seller]

(the "Seller")

- and -

[NAME OF ASSIGNOR (BUYER UNDER

CONDITIONAL SALE AGREEMENT)] a
corporation incorporated under the laws of the State
of [State (ie. California)], with its principal place of
business at [Address of Assignor]

(the "Assignor")

- and -

[NAME OF ASSIGNEE] a corporation

incorporated under the laws of the State of [State
(ie. California)], with its principal place of business
at [Address Of Assignee]

(the “Assignee”)

WHEREAS:

(A) Pursuant to a Conditional Sale Agreement dated [Date of Conditional Sale Agreement]
(the “Conditional Sale Agreement”) between the Seller and the Assignor, the Seller sold
to the Assignor certain equipment more particularly described in the Conditional Sale
Agreement (the “Equipment”) for use by the Assignor in connection with its operation of
its [Describe Business (ie. Computer Consulting)] business at [Address of Business] (the
“Business”);

(B) The Assignor has sold the Business to the Assignee effective [Closing Date of Sale of
Business] (the “Effective Date”), and in connection therewith, wishes to assign the
Conditional Sale Agreement to the Assignee, and the Assignee wishes to receive an
assignment of the Conditional Sale Agreement (the “Assignment”);
 -2-

(C) The Conditional Sale Agreement provides that the Conditional Sale Agreement may not
be assigned by the Assignor without the prior written consent of the Seller (the
“Consent”) first being obtained; and

(D) the Seller is agreeable to providing the Consent;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein
and for other good and valuable consideration, the receipt of which is hereby acknowledged and
the sufficiency of which will not be denied, the parties hereto agree as follows:

1. Consent. The Seller hereby grants the Consent as of the Effective Date upon and subject
to the terms and conditions of this Agreement.

2. Assignor Remains Liable. The Consent does not in any way derogate from the rights of
the Seller under the Conditional Sale Agreement nor operate to release the Assignor from
its obligation to pay all amounts becoming due under the Conditional Sale Agreement or
for the non-observance or non-performance of all of the terms, covenants and conditions
in the Conditional Sale Agreement on the part of the Assignor therein to be observed and
performed, and notwithstanding the Assignment, the Assignor shall remain fully liable
during the balance of the term of the Conditional Sale Agreement for the observance and
performance of all of the terms, covenants and conditions contained in the Conditional
Sale Agreement, including the payment of all amounts owing to the Seller.

3. Release by Assignor. The Assignor hereby releases and waives any and all rights and
remedies to which it may be entitled at law, in equity or as buyer under the Conditional
Sale Agreement including, without limitation, the right to apply for relief from forfeiture
or to obtain any reassignment of the Conditional Sale Agreement.

4. No Waiver. The Consent does not constitute a waiver of the necessity for consent by the
Seller to any further transfer or assignment of the Conditional Sale Agreement (which for
the purpose of this Agreement includes any assignment, sale or lease of the Conditional
Sale Agreement or parting with all or any part of the Equipment, which must be
completed in accordance with the terms of the Conditional Sale Agreement. If the
Assignee proposes to effect a further assignment of the Conditional Sale Agreement, the
terms of the Conditional Sale Agreement with respect to an assignment shall apply.

5. Joint and Several Liability. The Consent is given upon the express understanding that
the Assignor and the Assignee shall hereafter be jointly and severally responsible for and
shall save the Seller harmless and indemnify it from and against all costs including all
legal costs incurred by the Seller in connection with the preparation of this Agreement
and any additional documentation related thereto and the Seller's consent to the
Assignment.

6. Acknowledgement by Assignee. The Assignee acknowledges and agrees that; (i) it is

accepting possession of the Equipment on an "as is" condition as of the Effective Date,
(ii) the Seller has no responsibility or liability for making any repairs or alterations in or
to the Equipment, and (iii) all further repairs or alterations to the Equipment are the sole
 -3-

responsibility of the Assignee and shall be undertaken and completed at the Assignee's
sole cost and expense and strictly in accordance with the provisions of the Conditional
Sale Agreement.

7. Confirmation. The Seller and the Assignor hereby confirm that the Conditional Sale
Agreement is a good, valid and subsisting agreement and all payments due thereunder
have been duly paid up to the Effective Date and the covenants and conditions therein
contained have been duly observed and performed by the Assignor up to the Effective
Date.

8. Successors and Assigns. This Agreement shall be binding upon and enure to the benefit
of the parties and their respective heirs, executors, administrators, successors and assigns.

9. Counterparts. This Agreement may be executed in several counterparts each of which

when so executed shall be deemed to be an original and which counterparts together shall
constitute one and the same instrument. The parties hereby acknowledge and agree that
for the purpose of offer, acceptance and execution of this Agreement, an executed
facsimile copy shall constitute an original executed copy.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the date first
above written.

[NAME OF SELLER]

Per:
Name:
Title:

[NAME OF ASSIGNOR]

Per:
Name:
Title:

[NAME OF ASSIGNEE]

Per:
Name:
Title: