Assignment of Royalty Stream (2002)Full Document 

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                          ASSIGNMENT OF ROYALTY STREAM

     This Assignment of Royalty Stream (this "Assignment"), is made and dated as
of September 30, 2002, by and between NESTOR, INC., a Delaware corporation, with
its principal office at 400 Massasoit Ave., Suite 200, East Providence, RI 02914
(the  "Assignor")  and  CHURCHILL  LANE  ASSOCIATES,  LLC,  a  Delaware  limited
liability company (the "Assignee").

     WHEREAS,  the Assignor has entered into a license  agreement dated February
1, 2001 with ACI  Worldwide,  Inc., a Nebraska  corporation,  with its principal
office at 330 South 108th Avenue,  Omaha,  NE 68154-2684  ("ACI") (as amended on
June 24, 2002 and September 2, 2002, the "License Agreement"); and

     WHEREAS, the Assignor desires to transfer to the Assignee, and the Assignee
desires to purchase  from the  Assignor,  all right,  title and  interest of the
Assignor,  now existing or hereafter arising, to that certain payment intangible
arising to the benefit of the Assignor  under the License  Agreement,  including
all monies due and to become due under the License Agreement,  including without
limitation  pursuant to Attachment A to the License Agreement and Section 9.3 of
the  License  Agreement,  and all cash and  noncash  proceeds  of the  foregoing
(hereinafter  collectively  referred  to as the  "Royalties"),  on the terms and
subject to the conditions set forth below;

     NOW, THEREFORE,  in consideration of the foregoing  premises,  the Assignor
and the Assignee agree as follows:

     1.   As of the Effective Date (as defined below), the Assignor  irrevocably
          sells,   transfers,    conveys   and   assigns,    without   recourse,
          representation or warranty (except as expressly set forth herein),  to
          the  Assignee,   and  the  Assignee  irrevocably  purchases  from  the
          Assignor,  all  Royalties.  Other  than the  Royalties  and  except as
          otherwise  specifically  provided  herein,  the Assignor  shall not be
          deemed to have  transferred any other rights of the Assignor under the
          License Agreement to the Assignee.

     2.   The Assignee shall not be deemed to have assumed any of the Assignor's
          obligations under the License Agreement.

     3.   The  Assignor  represents  and  warrants  to the  Assignee on the date
          hereof as follows:

          (a)  The  Assignor  is the  lawful  owner  of all  Royalties,  and all
               Royalties  are free  from any  security  interest,  lien or other
               encumbrance.

          (b)  The License  Agreement  is in full force and  effect.  Other than
               Amendment  No.  2 dated  as of  September  2,  2002  between  the
               Assignor and ACI, the License  Agreement has not been modified or
               amended since June 24, 2002.

          (c)  The execution and delivery by the Assignor of this Assignment and
               the performance by the Assignor of its agreements and obligations
               under this Assignment are within its corporate authority and have
               been duly  authorized by all  necessary  corporate  action.  Such
               execution,  delivery,  and performance by the Assignor do not and
               will   not   contravene   any   provision   of   the   Assignor's

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