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Webcaster Internet Television Network (INTV) Inc. has offered to fork over $2 million in cash for the assets of the bankrupt Pseudo Programs, Inc.

In documents filed in the U.S. Bankruptcy Court for the Southern District of New York, INTV has entered into an asset purchase agreement to acquire Pseudo's interactive, streaming video entertainment; patent-pending operating system and other proprietary software; and its Webcasting production facilities.

Not included in the deal, however, are Pseudo's equity interest in Space.com as well as Pseudo's lease for the third floor of 600 Broadway. Pseudo owns an undisclosed stake in Space.com after the space-related site exchanged equity for the defunct company's spacewatch channel.

Although a bid is in place, the INTV deal could also face higher and better bids; in bankruptcy court filings, Pseudo also said it has "negotiated certain protections" in exchange for subjecting itself to a competitive bidding process.

If Pseudo does accept a higher bid, it would agree to pay INTV a breakup fee of $70,000 plus reimbursement of the buyer's reasonable costs and expenses.

The breakup fee is between 3.5 percent and 5 percent of the $2 million purchase price and would kick in if INTV is not the successful bidder at a public auction to be held early next month. The two sides have also agreed that a new suitor would have to exceed INTV's bid by $200,000.

"Significantly, there is no limitation on the Debtor's ability to solicit a higher and better offer. The incremental bid thereafter is $50,000, or 2.5 percent of the original purchase price," the agreement said.

Pseudo was forced into bankruptcy protection from creditors in October after last-ditch efforts to close a round of funding fell apart. The company laid off all of its 175 employees on September 18 and filed for Chapter 11 protection with secured and unsecured debts totaling more than $4 million.

At the time of the filing, Pseudo said the book value of its total assets was $9.3 million. Total liabilities were $7.5 million. Secured creditors, including the Silicon Valley Bank, Siemens Credit Corp and Lucent Technologies, are owed more than $1 million.

* Ryan Naraine is assistant editor of atNewYork.com.