On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluded cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services, to Mentor, pursuant to an Asset Purchase Agreement dated August 30, 2013. The aggregate consideration for the CADRA Sale is up to $3.95 million, which is comprised of (i) $2.88 million of which was paid on the closing date; (ii) $320,000 (representing a 10% holdback) of which will be paid on the one year anniversary of the closing date (subject to any indemnification claims), and (ii) Earn-Out Payments of up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business , subject to the terms of the Earn-Out Agreement dated August 30, 2013.

The Company will continue to sell and support the CADRA technology throughout Europe (except Germany) and, for a one year period from the closing, will retain the rights to sell and support the technology to the largest U.S. CADRA user, Sikorsky Aircraft.

The transaction generated a gain during fiscal year 2014 which was composed of the following (000’s):

Proceeds from the sale of the CADRA technology	$	2,880
Fair value of the Holdback Payment and the Earn-Out Payments		922
Liabilities assumed by Mentor related to deferred maintenance obligations		607
Professional fees and other expenses related to the transaction		(448)
Goodwill allocated to the CADRA product line		(3,305)
Net book value of equipment transferred in the sale		(7)
Gain on sale of CADRA product line	$	649