exhibit10_01.htm


    


      Exhibit
        10.01

       

      


       

      


       

      ASSET
        PURCHASE AGREEMENT

       

      BY
        AND BETWEEN

       

      


       

      JINKHOLD,
        LTD.

       

      A
        United Kingdom Corporation

       

      21
        Tudor Street

       

      London

       

      #06286236

       

      (Purchaser)

       

      


       

      And

       

      


       

      ANDRONICS,
        LTD.

      A
        Northern Ireland Corporation

      20
        Balliniska Road

      Springtown,
        BT48 0NA

      #NI
        17460

      


      (Seller)

       

      


       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSET
        PURCHASE
        AGREEMENT

       

      THIS
        ASSET PURCHASE AGREEMENT (this
“Agreement”) is entered into as of the date set forth below
        (the “Execution Date”), by and between Jinkhold,
        Ltd., a corporation duly organized under the laws of the United Kingdom
        (“Jinkhold” or the “Purchaser”),
Andronics, Ltd., a corporation duly
        organized under the laws of
        Northern Ireland (“Andronics” or the “Seller”)
        and Robert Andrews, an individual residing in Northern Ireland
        and a founder of Andronics (“Andrews”).  Jinkhold,
        Andronics and Andrews are hereinafter at times collectively referred to as
        the
“Parties.”

      


      RECITALS:

      


      WHEREAS,
        the Purchaser’s success requires ongoing access to and control over the
        development and use of certain key technologies;

      


      WHEREAS,
        the Seller is engaged in the business of providing two-way global data solutions
        for the monitoring and control of customers’ remote assets (the
“Business”);

      


      WHEREAS,
        the Seller desires to sell to the Purchaser significant Assets (defined in
        Section 1) and transfer employees engaged in the ongoing operations of the
        Business (the “Continuing Operations”); and

      


      WHEREAS,
        the Purchaser desires to acquire the Assets of the Seller in exchange for
        cash
        and/or stock of SARS Corporation, a corporation duly organized under the
        laws of
        the state of Nevada (“SARS”) and other valuable Consideration
        (defined in Section 4).

      


      NOW,
        THEREFORE, for and in consideration of the premises, and the mutual covenants
        and agreements contained herein, and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto,
        intending to be legally bound, agree as follows:

      


      1.  Assets
        Purchased.  The following properties, as described below in
        Sections 1.1 - 1.5, are collectively referred to herein as the
“Assets”:

      


      1.1  Assets.  The
        Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase
        from
        the Seller, on the terms and conditions set forth in this Agreement, all
        of the
        Assets listed and identified in Schedule 1.1, annexed hereto and made
        apart hereof.  Additionally, the Assets listed on Schedule 1.1 include
        all due and outstanding accounts receivable by the Seller as of the Closing
        Date
        and all outstanding work-in-progress listed on Schedule 1.1 or
        otherwise.

      


      1.2  Employees.  At
        the Closing (defined below), the Seller agrees to reassign all current employees
        of the Seller involved in the ongoing operations of the Business to the
        Purchaser.  A list of these employees is set forth on Schedule
        1.2, annexed hereto and made apart hereof (the
“Employees”).

      


      1.3  Contracts.  At
        the Closing, the benefit of the Seller’s Contracts (defined below) shall be
        transferred to the Purchaser.  The burden of the Contracts shall be
        novated to the Purchaser simultaneously on the Closing Date.  The
        Contracts and all novations are set forth and included on Schedule 1.3,
        annexed hereto and made apart hereof (the
“Contracts”).

      


      1.3.1  No
        Violation of
        Existing Agreements. Neither the execution and delivery of Agreement, nor
        the
        consummation of the transactions contemplated hereby, will conflict with
        or
        (with or without notice and/or lapse of time) result in a termination, breach,
        impairment or violation of any Contract.  Seller has received all
        necessary consents to enable the transfer of the Contracts to the
        Purchaser.

      


      1.4  Intellectual
        Property.  On or before the Closing, the Seller agrees to transfer
        ownership and title of all intellectual property and intellectual property
        agreements of the Seller to the Purchaser.  A list of this property is
        set forth on Schedule 1.4, annexed hereto and made apart
        hereof.  As used herein, the term “Intellectual
        Property” shall mean all worldwide industrial and intellectual property
        rights, including, without limitation, patents, patent applications, patent
        rights, trademarks, trademark applications, trade names, service marks, service
        mark applications, copyright, copyright applications, franchises, licenses,
        inventories, know-how, trade secrets, customer lists, proprietary processes
        and
        formulae, all source and object code, algorithms, structure, display screens,
        layouts, inventions, development tools and all documentation and media
        constituting, describing or relating to the above, including, without
        limitation, manuals, memoranda and records.

      


      1.5  Goodwill.  On
        or before the Closing, the Seller agrees to transfer all goodwill of the
        Seller
        to the Purchaser.  A list of this goodwill is set forth on Schedule
        1.5, annexed hereto and made apart hereof.

      


      2.  Excluded
        Assets.  All other forms of assets not included on Schedules
        1.1 – 1.5 will remain the sole property of the Seller, and Seller shall
        retain all the rights, title and interests to these assets, including but
        not
        limited to the statutory books and records of Andronics.

      


      3.  Liabilities
        Assumed.  The Purchaser agrees to assume and pay, discharge or
        perform, as appropriate, all liabilities directly attached to the Assets
        listed
        on Schedule 3 (the “Assumed
        Liabilities”).  The obligations of the Purchaser under this
        section are subject to whatever rights the Purchaser may have under this
        Agreement or otherwise for breach by the Seller of any representation, warranty,
        covenant or agreement contained in this Agreement, including but not limited
        to
        any right of indemnification provided by this Agreement.

      


      3.1  Offset.  Any
        liabilities not listed on Schedule 3 shall remain the sole obligation of
        the Seller and Robert Andrews. In the event that undisclosed liabilities
        arise
        or are uncovered within one (1) year after the Closing Date (the
“Undisclosed Liabilities”), the Undisclosed Liabilities United
        States Dollar amount shall be offset first, by one (1) share of unvested
        Andrews
        Monthly Options, defined in Section 4.6; second, by one (1) share of unvested
        Andrews Quarterly Options, defined in Section 4.6; and third, by one (1)
        Convertible Debenture, defined in Section 4.2, United States Dollar for every
        One United States Dollar ($1.00 USD) of Undisclosed Liability, with partial
        dollar amounts rounded up to the nearest dollar (collectively, the
“Offset”).

      


      4.  Consideration.  In
        consideration of the sale, transfer and conveyance to the Purchaser of the
        Assets and the Assumed Liabilities, Purchaser shall submit the following
        to the
        Seller on the Closing Date (collectively referred to herein as the
“Consideration”):

       

      4.1     Stock.  Fifty
        thousand (50,000) shares of restricted SARS common stock, $0.001 par value
        per
        share (“SARSCommon Stock”);

      


      4.2   Convertible
        Debentures.  Convertible debentures in the total aggregate
        principal amount of Seven Hundred Twenty-Two Thousand Two Hundred United
        States
        Dollars ($722,000 USD) (the “Convertible
        Debentures”).  The Convertible Debentures shall include the
        following terms: (i) the interest rate shall be ten percent (10%) compounded
        annually, (ii) the Convertible Debenture shall automatically convert into
        shares
        of SARS Common Stock (the “Conversion”) one (1) year from the
        date the Convertible Debenture was executed (the “Debenture Maturity
        Date”), (iii) the exercise price shall be One United States Dollar
        ($1.00 USD) per share, a form of Convertible Debenture is annexed hereto
        and
        made apart hereof as Exhibit A.  The Convertible Debentures
        shall be issued to the individuals and/or entities listed on Schedule
        4.2.

      


      4.3    Assumption
        of Tax
        Liability.  Purchaser agrees to assume Seller’s tax liability to
        HM Revenue & Customs Service up to, but not to exceed, Two Hundred Thousand
        Pounds (£200,000 GPB).

      


      5.  Payment
        of Consideration.  On or before the Closing Date, the Purchaser
        shall transfer, or direct its agent to transfer, the Consideration, referred
        to
        in Sections 4.1 and 4.2, to the Seller.

       

      6.  Adjustments.  In
        regards to the Assets, the operation of the Seller’s Business and related income
        and expenses up to the close of business on the day before the Closing Date
        shall be for the account of the Seller and thereafter for the account of
        the
        Purchaser.

      


      7.  Value
        Added Tax
        (“VAT”).

      


      7.1  The
        Parties intend that
        the Value Added Tax Act 1994 Section 49 (“Section 49”) and the
        Value Added Tax (Special Provisions) Order 1995/1268 Article 5 (“Article
        5”) shall apply to the transactions contemplated herein.  The
        Parties shall use all reasonable endeavours to ensure that the transactions
        contemplated herein are not treated as a supply of goods or a supply of
        services for the purposes of VAT and pursuant to Section 49 and Article
        5.

      


      7.2  On
        or before the
        Closing Date, Andronics shall deliver to the Purchaser all records relating
        to
        the Business referred to in Section 49.

      


      7.3  If
        VAT is chargeable on
        the transfer of any of the Assets pursuant to this Agreement, then, subject
        to
        the receipt by the Buyer of a valid VAT invoice or invoices relating to those
        assets, the Buyer shall pay to the Seller (in addition to the Consideration
        referred to in Section 2.1) an amount equal to the amount of VAT payable
        in
        respect of them together with any penalty or interest incurred for late payment
        of the tax thereif.

      


      8.  Employees.

      


      8.1  The
        Parties acknowledge
        that the Employees' contracts of employment shall automatically transfer to
        the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment)
        Regulations 1981 (as amended) (the
“Regulations”).  Additionally, the Seller
        acknowledges that (i) no employee of the Purchaser has an employment agreement;
        and (ii) no employee of the Seller shall be granted an employment
        agreement.

      


      8.2  The
        Purchaser shall be
        responsible for and undertakes to indemnify and keep the Seller indemnified
        from
        and against all accrued holiday pay entitlements and accrued holiday
        entitlements of the Employees which have accrued prior to the Closing
        Date.

      


      8.3  Unless
        actions for the
        claim(s) arise before the Closing Date, the Purchaser shall have no recourse
        against the Seller in respect of any claim made by or in relation to the
        Employees whether by virtue of the assumption of Undertakings (Protection
        of
        Employment) Regulations 1981, the Collective Redundancies and Transfer of
        Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising
        under contract, statute, regulation, directive or otherwise.

      


      8.4  Beginning
        on the Closing
        Date, the Purchaser shall be responsible for the payment of all wages and
        salaries due, any related pay-as-you-earn, National Insurance or deductions
        in
        respect of the Employees.

      


      8.5  The
        Seller undertakes to
        indemnify and keep the Purchaser indemnified from and against all liabilities,
        obligations, costs, claims and demands arising from or in respect of any
        of the
        Employees, insofar as and to the extent that the same was caused by any act
        or
        omission by the Seller prior to the Closing Date.

      


      
        	
                8.6

              	
                All
                  the obligations of the Seller under or in connection with the contracts
                  of
                  employment of the Employees arising in respect of any event or
                  period on
                  or prior to the Closing Date shall be performed and discharged
                  by the
                  Seller and the Seller shall indemnify the Purchaser from and against
                  any
                  and all actions, proceedings, costs, claims, expenses, demands,
                  damages,
                  awards (whether of compensation or otherwise), fines, penalties,
                  judgements, order and liabilities whatsoever (including, without
                  limitation, national insurance and pension entitlements and any
                  liability
                  to pay accrued holiday pay) which:

              


      

      


      8.6.1  relate
        to or arise
        out of or in connection with the employment or dismissal of any of the Employees
        or any other employee by the Seller or any other person or any act or omission
        by the Seller or any associate of the Seller or any other event occurring
        on or
        prior to the Closing Date for which the Purchaser is liable by reason of
        the
        operation of the Regulations or other measure having the force of law;
        or

      


      8.6.2  (whether
        or not in
        respect of a period before or after the Closing Date) relate to any contract
        of
        employment of any employee of the Seller or any other person (other than
        any of
        the Employees) in respect of which the Purchaser is liable as a result of
        the
        Regulations or Directive 77/187 of the Council of European Communities or
        the
        termination of any such contract (and in this connection the Purchaser shall
        terminate such contacts of employment promptly on becoming aware of the same);
        or

      


      8.6.3  arise
        from any
        failure by the Seller to comply with its obligations made or contemplated
        by the
        Regulations.

      


      8.7  The
        Seller undertakes to
        authorise and hereby authorises each of the Employees to disclose to the
        Purchaser after the Closing Date all information in his or her possession
        relating to the Business notwithstanding any term of his or her employment
        with
        the Seller (whether express or implied) which would otherwise preclude him
        or
        her from so doing.

      


      8.8           Should
        any liabilities, obligations, costs, claims and demands arising from or in
        respect of any of the Employees, insofar as and to the extent that the same
        was
        caused by any act or omission by the Seller prior to the Closing Date (the
“Employee Liabilities”), arise on or after the Closing Date,
        the Employee Liabilities shall be subject to the Offset defined in Section
        3.1.

      


      9.  Closing.

      


      9.1  Time
        and
        Place.  The closing of the sale and purchase of the Assets (the
“Closing”) shall take place at The Otto Law Group, PLLC, at
        5:00 p.m. PST on or before November 15, 2007 (the “Closing
        Date”), or at such other time as the Parties may mutually agree and
        upon which time all (i) closing conditions; (ii) closing covenants; and (iii)
        outstanding exhibits and schedules have been completed, attached hereto and
        fully satisfied.  This Agreement may be executed in any number of
        counterparts, each of which will be an original as regards any party whose
        signature appears thereon and all of which together will constitute one and
        the
        same instrument. This Agreement will become binding when one or more
        counterparts hereof, individually or taken together, will bear the signatures
        of
        each of the Parties reflected hereon as signatories.  The
“Execution Date” shall be defined as the date this Agreement is
        executed by the Parties.

      


      9.2  Obligations
        of Seller
        at the Closing.  At the Closing, the Seller shall execute, or
        cause to be executed, and shall deliver to the Purchaser the
        following:

      


      9.2.1
        Such documents as the Purchaser
        may reasonably request for the purpose of (A) evidencing the accuracy of
        any of
        Seller’s representations and warranties, (B) evidencing the performance by
        Seller of, or the compliance by Seller with, any covenant or obligation required
        to be performed or complied with by it, (C) evidencing the satisfaction of
        any
        condition referred to in this Agreement, or (D) otherwise facilitating the
        consummation or performance of any of the transactions contemplated in this
        Agreement.

      


      9.2.2
        The Seller shall provide the
        Purchaser an accounting of all prepayments received from customers in respect
        of
        any of the Contracts to the extent that such prepayments exceed the actual
        costs
        (if any) incurred by the Seller in partially performing such Contracts prior
        to
        the Closing Date.

      


      9.2.3  Rent,
        water,
        electricity, telephone charges, salaries, wages, accrued holiday pay and
        other
        outgoings and costs of a periodical nature which relate to periods commencing
        before the Closing Date and ending after the Closing Date shall be apportioned
        on a time basis and those referable to the period ended on the Closing Date
        shall be borne by the Seller and those referable to the period commencing
        on the
        day following the Closing Date shall be borne by the Purchaser.

      


      9.3  Obligations
        of
        Purchaser at the Closing.  At the Closing, the Purchaser shall
        execute, or cause to be executed, and shall deliver to the Seller the
        following:

      


      9.3.1  Such
        documents as the
        Seller may reasonably request for the purpose of (A) evidencing the accuracy
        of
        any representation or warranty of the Purchaser, (B) evidencing the performance
        by the Purchaser of, or the compliance by the Purchaser with, any covenant
        or
        obligation required to be performed or complied with by the Purchaser, (C)
        evidencing the satisfaction of any condition referred to in this Agreement,
        or
        (D) otherwise facilitating the consummation or performance of any of the
        transactions contemplated in this agreement; and

      


      9.3.2  A
        release of the
        obligations of the Seller under previously executed promissory notes in the
        aggregate total amount of Six Hundred Eighty-Two Thousand Three Hundred
        Ninety-Eight  United States Dollars and Ninety-Two Cents
        ($682,398.92USD) (the “Notes”).  A schedule of the
        Notes is annexed hereto and made apart hereof on Schedule
        9.3.2.

      


       

      9.4
        Collateral Events.  At the Closing, the Parties acknowledge
        that the Operating Agreement (“Operating Agreement”) dated
        February 7, 2007 and the Licensing Agreements (the “Licensing
        Agreement”), dated February 7, 2007 executed by and between the Seller,
        Veritas Solutions, Inc. and Secure Asset Reporting Services, Inc. shall be
        terminated and cancelled  according to the terms set forth in the
        Operating Agreement and Licensing Agreement, respectively.  A fully
        executed copy of the Operating Agreement and the Licensing Agreements is
        annexed
        hereto and made apart hereof as Exhibits C and D.

       

      9.5  Possession.  Simultaneously
        with such deliveries, Seller shall take all action necessary or appropriate
        to
        put Purchaser in actual possession and operating control of the
        Assets.

       

      10.  Seller’s
        Obligation
        Prior to Closing.

      


      10.1  Seller’s
        Operation
        of Business Prior to Closing.  The Seller agrees that between the
        Execution Date and the Closing Date (the “Interim Period”), the
        Seller will:

      


      
        	
                10.1.1  Continue
                  to operate and maintain the Assets that are the subject of this
                  Agreement
                  in the usual and ordinary course and in substantial conformity
                  with all
                  applicable laws, ordinances, regulations, rules or orders, and
                  will use
                  its best efforts to preserve the Assets and preserve the Assets
                  with its
                  customers, suppliers and others having business relations with
                  the
                  Seller.

              


      

      


      
        	
                10.1.2  Not
                  assign, sell, lease or otherwise transfer, dispose or vary any
                  of the
                  Assets, whether now owned or hereafter acquired, except in the
                  normal and
                  ordinary course of business and in connection with its normal
                  operation.

              


      

      


      
        	
                10.1.3  Maintain
                  all of its Assets other than inventories in their present condition,
                  reasonable wear and tear and ordinary usage excepted, and maintain
                  the
                  inventories at levels normally
                  maintained.

              


      

      


      
        	
                10.1.4  Not
                  engage any new Employee in the Business (save that the Seller may
                  do so if
                  such Employee’s contract of employment will not transfer to the Purchaser
                  on or as a result of the Closing) or take any step to vary the
                  contract of
                  employment of any Employee or take any steps which would entitle
                  any
                  Employee to terminate his employment without notice or in circumstances
                  amounting to constructive
                  dismissal.

              


      

      


      
        	
                10.1.5  The
                  Seller covenants with and undertakes to the Purchaser that it will
                  as soon
                  as reasonably practicable notify the Purchaser in writing of any
                  matter or
                  thing which arises and becomes known to it in the Interim Period
                  which
                  constitutes a breach of any of the Warranties set out in Section
                  14.

              


      

      


      11.  Access
        to Premises
        and Information.  At a reasonable time prior to the Closing Date,
        the Seller shall provide the Purchaser and its representatives with reasonable
        access during business hours to the Assets, titles, contracts and records
        of the
        Seller and furnish such additional information concerning the Seller’s business
        to the Purchaser may reasonably request from time to time.

      


      12.  Covenants
        of Seller
        Prior to Closing.

      


      12.1  Conditions
        and Best
        Efforts.  The Seller will use its best efforts to effectuate the
        transactions contemplated by this Agreement and to fulfill all the conditions
        of
        the Seller’s obligations under this Agreement, and shall do all acts and things
        as may be required to carry out the Seller’s obligations and to consummate this
        Agreement.

      


      12.2  Confidential
        Information.  If for any reason the transactions contemplated by
        this Agreement fail to consummate, the Purchaser shall not disclose to third
        parties any confidential information received from the Seller in the course
        of
        investigating, negotiating and performing the transactions contemplated by
        this
        Agreement.

      


      12.3  Financial
        Statements.  On or before the Closing Date, the Seller shall
        supply the Purchaser with financial statements through September 30, 2007,
        of
        which shall include, but is not limited to, (i) balance sheet, (ii) profit
        and
        loss statement, (iii) detailed accounts receivable (also to be attached as
        a
        part of Schedule 1.1), (iv) detailed accounts payable (also to be attached
        as a
        part of Schedule 3), (v) detailed inventory schedule (also to be attached
        as a
        part of Schedule 1.1) and (vi) other customary disclosures or as may be
        requested.

      


      13.  Covenants
        of
        Purchaser Prior to Closing.

      


      13.1  Conditions
        and Best
        Efforts.  The Purchaser will use its best efforts to effectuate
        the transactions contemplated by this Agreement and to fulfill all the
        conditions of the Purchaser’s obligations under this Agreement, and shall do all
        acts and things as may be required to carry out the Purchaser’s obligations and
        to consummate this Agreement.

      


      13.2  Confidential
        Information.  If for any reason the transactions contemplated by
        this Agreement fail to consummate, the Purchaser shall not disclose to third
        parties any confidential information received from the Seller in the course
        of
        investigating, negotiating and performing the transactions contemplated by
        this
        Agreement.  The Parties recognize that they have received and will
        receive confidential information concerning the other during the course of
        the
        negotiations, preparations and due diligence the transaction contemplated
        herein. Accordingly, the Parties each: (a) shall use its respective best
        efforts
        to prevent the unauthorized disclosure of any confidential information
        concerning the other that was or is disclosed during the course of such
        negotiations, preparations and due diligence; and (b) shall not make use
        of or
        permit to be used any such confidential information other than for the purpose
        of effectuating the Agreement and related transactions. The obligations of
        this
        section will not apply to information that: (a) is or becomes part of the
        public
        domain other than by fault of the receiving party; (b) is disclosed by the
        disclosing party to third parties without restrictions on disclosure; (c)
        is
        received by the receiving party from a third party without breach of a
        contractual or fiduciary nondisclosure obligation to the other party; or
        (d) is
        required to be disclosed by law, provided that the receiving party shall
        give at
        least two (2) days’ prior written notice to the disclosing party of such
        disclosure required by law. If this Agreement is terminated, all copies of
        documents containing confidential information shall be returned by the receiving
        party to the disclosing party.

      


      14.  Representations
        and
        Warranties of the Seller.  The Seller represents and warrants to
        the Purchaser as follows:

      


      14.1  Corporate
        Existence.  The Seller is now, and on the Closing Date shall be, a
        corporation duly organized, validly existing and in good standing under the
        laws
        of Northern Ireland, has all requisite corporate power and authority to own
        its
        properties and assets and carry on its business and is in good standing in
        each
        jurisdiction in which such qualification is required.

      


      14.2  Corporation
        Power
        and Authorization.  The Seller has full corporate authority to
        execute and deliver this Agreement and any other agreement to be executed
        and
        delivered by the Seller in connection herewith, and to carry out the
        transactions contemplated hereby.  The execution and delivery of this
        Agreement and the consummation of the transactions contemplated hereby have
        been
        duly authorized by all necessary corporate and shareholder action.  No
        other corporate proceedings by the Seller are necessary to authorize this
        Agreement or the carrying out of the transactions contemplated
        hereby.  The Seller has consulted its own financial advisor, tax
        advisor and accountant, as necessary or desirable, as to matters concerning
        this
        Agreement.  This Agreement constitutes a valid and binding Agreement
        of the Seller in accordance with its terms.

      


      14.3  Conflict
        with Other
        Agreements, Consents and Approvals.  With respect to (i) any
        corporate or entity formation documents, such as the articles of incorporation,
        bylaws or similar documents of the Seller, (ii) any applicable law, statute,
        rule or regulation, (iii) any contract to which the Seller is a party or
        may be
        bound, or (iv) any judgment, order, injunction, decree or ruling of any court
        or
        governmental authority to which the Seller is a party or subject, the execution
        and delivery by the Seller of this Agreement and any other agreement to be
        executed and delivered by the Seller in connection herewith and the consummation
        of the transactions contemplated hereby will not (a) result in any violation,
        conflict or default, or give to others any interest or rights, including
        rights
        of termination, cancellation or acceleration, or (b) require any authorization,
        consent, approval, exemption or other action by any court or administrative
        or
        governmental body which has not been obtained, or any notice to or filing
        with
        any court or administrative or governmental body which has not been given
        or
        done.

      


      14.4  Compliance
        with
        Law.  The Seller’s use and occupancy of the Assets, wherever
        located, has been in compliance with all applicable governmental laws or
        ordinances, the non-compliance with which, or the violation of which, might
        have
        a material adverse affect on the Assets, the Assumed Liabilities or the
        financial condition, results of operations or anticipated business prospects
        of
        the Purchaser, and the Seller has received no claim or notice of violation
        with
        respect thereto.  Without in any way limiting the generality of the
        foregoing, the Seller is in compliance with, and is subject to no liabilities
        under, any and all applicable laws, governmental rules, ordinances, regulations
        and orders pertaining to the presence, management, release, discharge or
        disposal of toxic or hazardous waste material or substances, pollutants
        (including conventional pollutants) and contaminants.  The Seller has
        obtained all material permits, licenses, franchises and other authorizations
        necessary for the conduct of its business.

      


      14.5  Tax
        and Other
        Returns and Reports.  (i) All tax returns and reports (including
        without limitation all income tax, payroll, unemployment compensation, sales
        and
        use, excise, privilege, property, ad valorem, franchise, license and school)
        required to be filed by the Seller by the Closing (“Tax
        Returns”) have been filed with the appropriate governmental agencies in
        all jurisdictions in which such returns and reports are required to be filed,
        and all such returns and reports properly reflect the taxes of the Seller
        for
        the periods covered thereby; and (ii) all taxes, assessments, interest,
        penalties, deficiencies, fees and other governmental charges or impositions,
        including those enumerated above with respect to the Tax Returns, which are
        called for by the Tax Returns, or which are claimed to be due from the Seller
        by
        notice from any taxing authority, or upon or measured by its properties,
        assets
        or income, have been properly accrued or paid by or at the Closing if then
        due
        and payable.  The amount of tax payable by the Seller on the profits
        of the Business in the last two accounting periods of the Seller has not
        depended to a material extent on any agreement with any tax authority not
        being
        an agreement based on strict application of any relevant
        legislation.

      


      14.5.1  Accounts.  The
        accounts of the Seller relating to the Business for the financial year ended
        on
        February 28, 2007 comply with the requirements of the Companies Order 1989
        (or
        when the Companies Act 2006 is brought into force) Companies Act
        2006. The accounts have been prepared in accordance with all applicable
        Statements of Standard Accounting Practice and (to the extent that none are
        applicable) with generally accepted accounting principles and practices applied
        consistently. They show a true and fair view of the assets and liabilities
        of
        the Business as at that date, including contingent, unquantified or disputed
        liabilities, and of the results of the Business for the financial period
        ended
        on February 28, 2007.  The accounting and other records of the
        Business are up to date and contain complete and accurate details of all
        transactions of the Business.

      


      14.6  Intellectual
        Property Rights.

      


      14.6.1                      The
        Seller owns, possesses or has the right to use all intellectual property
        rights
        necessary or required to conduct its business as presently conducted, or
        otherwise used by the Seller.  There are no subsisting licenses or
        other agreements under which the Seller has granted to any third party any
        rights or interest in connection with the Intellectual Property or any rights
        to
        any know-how or confidential information relating to the Business.

      


      14.6.2
        No royalties or other amounts
        are payable by the Seller to other persons by reason of the ownership or
        the use
        of the any intellectual property owned or used by the Seller.

      


      14.6.3
        (i)  To the best
        knowledge of the Seller, no product or service related to the Seller’s business
        and marketed and sold by the Seller violates any license or infringes upon
        any
        intellectual property rights of others, (ii) the Seller has not received
        any
        notice that any such product or service conflicts with any intellectual property
        rights of others, and (iii) to the best knowledge of the Seller, there is
        no
        reasonable basis to believe that any such violation, infringement or conflict
        may exist.

      


      14.6.4
        The Seller is not a party to,
        or subject to, any contract which currently requires, or upon the passage
        of
        time or occurrence of an event or contingency (whether of default or otherwise)
        will require, the conveyance or disclosure of secret processes or formulae
        related to, any intellectual property of the Seller.

      


      14.6.5  All
        computer
        hardware and software included among the Assets and currently used and/or
        necessary to the conduct of the Seller’s business, are in good working
        order.

      


      14.6.6
        Except as described in
Schedules 1.1-1.5, the Seller has obtained and delivered to the Purchaser
        all consents and approvals of third parties necessary to duly transfer to
        the
        Purchaser all of the Seller’s rights, title and interest in and to all of its
        intellectual property included among the Assets.

      


      14.7  Contracts.  The
        Seller is not a party to or subject to any contract that involves (i) agency,
        distributorship, franchising, marketing rights, information sharing,
        manufacturing rights, servicing or maintenance; (ii) partnership, joint venture
        or similar arrangement; (iii) the purchase, conditional sale, credit sale,
        lease, hiring or similar arrangement; (iv) committing Andronics to capital
        expenditures; (v) disabling Andronics’ complete performance with the terms of
        any Contract entered into within (6) months from the date of execution; (vi)
        the
        supply of goods and/or services by or to the Seller on terms under which
        retrospective or future discounts, price reductions or other financial
        incentives are given by or to the Seller dependent upon the level of purchases
        or any other fact; (vii) terms not on “arm’s length;” and (viii) a loss-making
        nature.

       

      14.7.1  The
        Seller is not in
        default under any of the Contracts or in respect of any other obligation
        or
        restriction binding upon it in relation to the Business. No threat or claim
        of
        default has been made and no threat or claim is outstanding against the Seller
        under any of the Contracts or any other agreement or arrangement to which
        the
        Seller is a party relating to the Business or the Assets and there is nothing,
        whereby any of the Contracts or other agreement or arrangement, that may
        be
        terminated or rescinded by any other party.

       

       

      14.7.2  During
        the twelve
        (12) months immediately preceding Closing Date, there has been no substantial
        change in the bases or terms on which any person is prepared to do business
        with
        the Seller in relation to the Business.  No substantial customer or
        supplier of the Business has ceased or substantially reduced its business
        with
        the Seller and no indication has been received by the Seller that there will
        be
        any such change, cessation or reduction.

       

      14.8  Litigation.  The
        Seller has no knowledge of any claim, litigation, proceeding or investigation
        pending or threatened against the Seller that might result in any material
        adverse change in the Business or condition of the Assets being conveyed
        under
        this Agreement.

       

      14.9  Assets.  The
        items included on Schedule 1.1 are to the best of the Seller’s knowledge
        fit for their intended purpose and are of satisfactory quality, are not
        obsolete, slow moving or likely to realize less than book value, and are
        sufficient for the normal requirements of the Business. The work-in-progress
        is
        at its normal level having regard to current orders.  The raw
        material, packaging materials and finished goods are at their normal level
        having regard to the current trading requirements of the
        Business.  All of the items comprising the fixed Assets are in a good
        and safe state of repair and condition and satisfactory working order, are
        adequate and not surplus to the requirements of the Business, and would not
        be
        expected to require replacement within a period of twelve (12) months after
        the
        Closing Date.

       

       

      14.9.1  Title
        to
        Assets.  The Seller holds good and marketable title to the Assets,
        free and clear of restrictions on or conditions to transfer or assignment,
        and
        free and clear of liens, pledges, charges or encumbrances.

       

       

      14.10  Employees.  No
        changes have been made since February 7, 2007 in the terms of employment
        of the
        Employees and the Seller is not under any legal or moral obligation to make
        any
        such change.  There are no amounts owing to any present or former
        officers or employees of the Seller in respect of the Business and none of
        them
        is entitled to accrued holiday pay other than in respect of the Seller's
        current
        holiday year.  Except as provided at schedule 1.2, No employee has
        been engaged by the Seller in relation to the Business since February 7,
        2007
        and no person employed by the Seller at or since that date has ceased, or
        given
        or received notice to cease, to be so employed or will be entitled to give
        such
        notice as a result of the provisions of this Agreement.  The Seller
        has maintained adequate and suitable records regarding the service of each
        of
        the Employees and complied with all agreements for the time being relating
        to
        them.  There is no recognition, wage bargaining or other collective or
        other agreement or arrangement in force or proposed between the Seller and
        any
        trade union or similar organization, there is no dispute (current or threatened)
        between the Seller and any trade union or similar organization and there
        has
        been no industrial action affecting the Business during the past five (5)
        years.  The Seller is and has been at all times in compliance with all
        legislation, regulations and codes of practice in relation to the Employees,
        and
        no orders, awards or other notices have been served on and no other enforcement
        or similar proceedings have been taken against the Seller pursuant to any
        legislation, regulations or codes of practice in respect of the
        Employees.  All of the Employees (and all other workers involved in
        the Business) are legally entitled to be in and work in the United
        Kingdom.  No retirement, death or disability benefit scheme for
        present or former officers or employees or their dependants is in existence,
        no
        proposals have been announced and the Seller is not under any legal or moral
        obligation to establish any such scheme.

       

      14.11  Accuracy
        of
        Representations and Warranties.  None of the representations or
        warranties of the Seller contain or will contain any untrue statement of
        a
        material fact or omit or will omit or misstate a material fact necessary
        in
        order to make statements in this Agreement not misleading.  The Seller
        knows of no fact that has resulted in a material change in the business,
        operations or assets of the Seller that has not been set forth in this Agreement
        or otherwise disclosed to the Purchaser.

      


      15.           Representations
        and Warranties of Purchaser.  The Purchaser represents and
        warrants as follows:

      


      15.1  Corporate
        Existence.  The Purchaser is now, and on the Closing Date will be,
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the United Kingdom, has all requisite corporate power and authority
        to
        enter into this Agreement and perform its obligations hereunder.

      


      15.2  Authorization.  The
        Purchaser has full corporate authority to execute and deliver this Agreement
        and
        any other agreement to be executed and delivered by the Purchaser in connection
        herewith, and to carry out the transactions contemplated hereby.  The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby have been duly authorized by all necessary
        corporate and shareholder action.  No other corporate proceedings by
        the Purchaser will be necessary to authorize this Agreement or the carrying
        out
        of the transactions contemplated hereby.  This Agreement constitutes a
        valid and binding Agreement of the Seller, in accordance with its
        terms.  The Purchaser has consulted its own financial advisor, tax
        advisor and accountant, as necessary or desirable, as to matters concerning
        this
        Agreement.

      


      15.3  Conflict
        with Other
        Agreements, Consents and Approvals.  With respect to (i) the
        articles of incorporation, bylaws or similar document of the Purchaser, (ii)
        any
        applicable law, statute, rule or regulation, (iii) any contract to which
        the
        Purchaser is a party or may be bound, or (iv) any judgment, order, injunction,
        decree or ruling of any court or governmental authority to which the Purchaser
        is a party or subject, the execution and delivery by the Purchaser of this
        Agreement and any other agreement to be executed and delivered by the Purchaser
        in connection herewith and the consummation of the transactions contemplated
        hereby will not (a) result in any violation, conflict or default, or give
        to
        others any interest or rights, including rights of termination, cancellation
        or
        acceleration, or (b) require any authorization, consent, approval, exemption
        or
        other action by any court or administrative or governmental body which has
        not
        been obtained, or any notice to or filing with any court or administrative
        or
        governmental body which has not been given or done.

       

      15.4  Employees
        of
        Andronics. The Purchaser has had the opportunity to examine full and
        accurate details of the 'employee liability information' (as defined in the
        Regulations).  Additionally, the Seller has supplied the Purchaser
        with the following: (i) the identity of the Employees; (ii) the ages of the
        Employees; (iii) the information contained in the written statements of
        employment particulars for the Employees; (iv) the information relating to
        any
        collective agreements that apply to the Employees, where the procedures set
        out
        in the Employment Act 2002 (Dispute Resolution) Regulations 2004 apply; (v)
        instances within the preceding two (2) years of any disciplinary action taken
        by
        the Seller in respect of any of the Employees or of any grievances raised
        by any
        of the Employees; (vi) instances of any legal action taken by any of the
        Employees against the Seller in the preceding two (2) years; and (vii) instances
        of potential legal actions that may be brought by any of the Employees against
        the Seller where the Seller has reasonable grounds to believe such actions
        might
        occur.

       

      15.5  Accuracy
        of
        Representations and Warranties.  None of the representations or
        warranties of the Purchaser contain or will contain any untrue statement
        of a
        material fact or omit or will omit or misstate a material fact necessary
        in
        order to make the statements contained herein not misleading.

      


      16.           Conditions
        Precedent to Purchaser’s Obligations.  The obligation of the
        Purchaser to purchase the Assets is subject to the fulfillment, prior to
        or at
        the Closing Date, of each of the following conditions, any one or portion
        of
        which may be waived in writing by the Purchaser:

      


      16.1  Representations,
        Warranties and Covenants of Seller.  The representations and
        warranties of the Seller contained herein and any other documents delivered
        by
        the Seller in connection with this Agreement shall be true and correct in
        all
        material respects at the Closing; and the Seller shall have performed all
        obligations and complied with all agreements, undertakings, covenants and
        conditions required by this Agreement to be performed or complied with by
        it or
        prior to the Closing.

      


      16.2  Licenses
        and
        Permits.  The Purchaser shall have obtained all licenses and
        permits from public authorities necessary to authorize the ownership and
        operation of the business of the Seller.

      


      16.3  Conditions
        of the
        Business.  There shall have been no material adverse change in the
        manner of operation of the Seller’s business prior to the Closing
        Date.

      


      16.4  No
        Suits or
        Actions.  At the Closing Date no suit, action or other proceeding
        shall have been threatened or instituted to restrain, enjoin or otherwise
        prevent the consummation of this Agreement or the contemplated
        transactions.

      


      17.           Conditions
        Precedent to Obligations of the Seller.  The obligations of the
        Seller to consummate the transactions contemplated by this Agreement are
        subject
        to the fulfillment, prior to or at the Closing Date, of each of the following
        conditions, any one or a portion of which may be waived in writing by the
        Seller;

      


      17.1  Representations,
        Warranties and Covenants of Purchaser.  All representations and
        warranties made in this Agreement by the Purchaser shall be true as of the
        Closing Date as fully as though such representations and warranties had been
        made on and as of the Closing Date, and the Purchaser shall not have violated
        or
        shall not have failed to perform in accordance with any covenant contained
        in
        this Agreement.

      


      18.           Covenants
        Subsequent to the Closing Date.

      


      18.1    Lease
        Agreement.  A lease agreement with Robert and Margaret Andrews for
        the lease of the property consisting of the current Andronics offices, located
        at Unit 20 Ballinska Road, Springtown Industrial Estate, Londonderry, Northern
        Ireland BT48 0NA.  The monthly facilities rental pursuant to the lease
        agreement shall be Ten Thousand Pounds (₤10,000 GBP) per month for the term of
        the lease.  The Parties shall reasonably agree upon the lease
        agreement terms on or before the Closing Date.  Upon the Closing Date,
        a copy of the lease agreement shall be attached hereto as Exhibit D and
        made apart hereof.

      


      18.2  Advisory
        Board.  The Purchaser acknowledges the personal liability of
        Robert Andrews in connection with the Six Hundred Fifty Thousand Pound (£650,000
        GBP) personal guarantee made for the benefit of Andronics.  At the
        Closing, Robert Andrews shall be appointed to the advisory board of Secure
        Asset
        Reporting Services, Inc.  Mr. Andrews shall serve as an advisory board
        director until the earlier of (i) his resignation, (ii) appointment of his
        successor or (iii) his termination.

      


      18.3  Common
        Stock
        Options.  For services rendered to Andronics after the Closing
        Date, Robert Andrews shall be entitled to acquire SARS Common Stock equal
        to the
        total aggregate amount of one million five hundred thousand (1,500,000) shares
        at One United States Cent ($0.01 USD) per share (the “Andrews
        Options”). The Andrews Options must be exercised before the end of the
        first quarter immediately preceding the twelve (12) month period the options
        vested in or they are forfeited.  The Andrews Options shall vest in
        accordance with the following:

      


      18.3.1  One
        million
        (1,000,000) shares shall vest monthly beginning upon the Closing Date (
“Andrews Monthly Options”).

      


      18.3.2  Five
        hundred
        thousand (500,000) shares shall vest quarterly upon meeting the revenue
        projections listed in Schedule 18.3.2 and in the following
        amounts:

      


      Quarter
        1: 50,000 options
        vest

      Quarter
        2: 100,000 options vest

      Quarter
        3: 150,000 options vest

      Quarter
        4: 200,000 options vest

      


      If
        any
        revenue projections are not met for any given quarter, the option amount
        for
        that quarter, less ten percent (10%), shall be added to the fourth quarter’s
        total.  If the fourth quarter goals are not met, that quarters entire
        option amount (whether or not accrued options have been added to the fourth
        quarter) shall be forfeited.  Section 18.3.2 shall be hereinafter
        defined as “Andrews Quarterly Options.”

      


      Robert
        Andrews covenants to pay to the Purchaser (or as the Purchaser may direct)
        an
        amount equal to any liability of the Purchaser (or any other person) to pay
        income tax or national insurance contributions (both employers and employees)
        (a
“Relevant Tax Liability”) arising as a result of the grant,
        exercise, assignment or release of the Andrews Options or as the result of
        the
        acquisition, holding or disposal of SARS Common Stock by Mr.
        Andrews.  In connection therewith, Mr. Andrews and the Purchaser agree
        that:

       

      (i)           if
        so requested by the Purchaser at any time after the Closing Date, Mr. Andrews
        shall enter into an election under Section 431 of the Income Tax (Earnings
        and
        Pensions) Act 2003 in respect of any SARS Common Stock acquired by Mr. Andrews
        pursuant to the option; and

       

      (ii)           it
        shall be a condition of the exercise of the Andrews Options that Mr. Andrews
        shall remit to the Purchaser (or as it may direct) in cleared funds the amount
        of any Relevant Tax Liability or make such other arrangements for the discharge
        of such Relevant Tax Liability as the Board of Directors of the Purchaser
        may in
        its absolute discretion think fit.

       

      19.           Non-Competition,
        Non-Solicitation.

      


      19.1  Non-Competition.  Seller
        agrees that, without both the disclosure to and the written approval of the
        Board of Directors of SARS Corporation, it shall not, directly or indirectly,
        engage or be interested in (whether as a principal, lender, employee, officer,
        director, partner, venturer, consultant or otherwise) any business(es) that
        is
        competitive with the business being conducted by the Purchaser, without the
        express written approval of the Board of Directors of SARS
        Corporation.

      


      19.2  Non-Solicitation.  Seller
        agrees that, without the prior written consent of the Company’s Board of
        Directors, for a period of two (2) years after the Closing Date, it shall
        not,
        directly or indirectly disturb, entice, or in any other manner persuade,
        any
        Employee of the Seller or Purchaser to discontinue that person’s or firm’s
        relationship with the Business if the Employee(s) were employed by the Seller
        at
        any time during the twelve (12) month period prior to the Closing
        Date.

      


      20.           Purchaser’s
        Acceptance.  The Purchaser represents and acknowledges that it has
        entered into this Agreement on the basis of its own examination, personal
        knowledge and opinion of the value of the business.  The Purchaser has
        not relied on any representations made by the Seller other than those specified
        in this Agreement.  The Purchaser further acknowledges the Seller has
        not made any agreement or promise to repair or improve any of the leasehold
        improvements, equipment or other personal property being sold to the Purchaser
        under this Agreement, and that the Purchaser takes all such property in the
        condition existing on the Execution Date, except as otherwise provided in
        this
        Agreement.

      


      21.           Risk
        of Loss.  The risk of loss, damage or destruction to any of the
        equipment, inventory or other personal property to be conveyed to the Purchaser
        under this Agreement shall be borne by the Seller up to the time of
        Closing.  In the event of such loss, damage or destruction, the
        Seller, to the extent reasonable, shall replace the lost property or repair
        or
        cause to repair the damaged property to its condition prior to the
        damage.  If replacement, repairs or restorations are not completed
        prior to Closing, then the purchase price shall be adjusted by an amount
        agreed
        upon by the Purchaser and the Seller that will be required to complete the
        replacement, repair or restoration following Closing.  If the
        Purchaser and the Seller are unable to agree, then the Purchaser, at its
        sole
        option and notwithstanding any other provision of this Agreement, upon notice
        to
        the Seller, may rescind this Agreement and declare it to be of no further
        force
        and effect, in which event there shall be no Closing of this Agreement and
        all
        the terms and provisions of this Agreement shall be deemed null and
        void.  If, prior to Closing, any of the real properties that are the
        subject of the leases to be assumed by the Purchaser are materially damaged
        or
        destroyed, then the Purchaser may rescind this Agreement in the manner provided
        above unless arrangements for repair satisfactory to all parties involved
        are
        made prior to Closing.

      


      22.           Indemnification
        and Survival.

      


      22.1  Survival
        of
        Representations and Warranties.  All representations and
        warranties made in this Agreement shall survive the Closing of this Agreement,
        except that any party to whom a representation or warranty has been made
        in this
        Agreement shall be deemed to have waived any misrepresentation or breach
        of
        representation or warranty of which such party had knowledge prior to
        Closing.  Any party learning of a misrepresentation or breach of
        representation or warranty under this Agreement shall immediately give written
        notice thereof to all other parties to this Agreement.  The
        representations and warranties in this Agreement shall terminate two (2)
        years
        from the Closing Date, and such representations or warranties shall thereafter
        be without force or effect, except any claim with respect to which notice
        has
        been given to the party to be charged prior to such expiration
        date.

      


      22.2  Seller’s
        Indemnification.  The Seller hereby agrees to indemnify and hold
        the Purchaser, it successors and assigns harmless from and against: (i) Any
        and
        all damages, losses, claims, liabilities, deficiencies and obligations of
        every
        kind and description, contingent or otherwise, arising out of or related
        to the
        operation of the Seller’s business prior to the close of business on the day
        before the Closing Date, except for damages, losses, claims, liabilities,
        deficiencies and obligations of the Seller expressly assumed by the Purchaser
        under this Agreement or paid by insurance maintained by the Seller or the
        Purchaser, (ii) any and all damage or deficiency resulting from any material
        misrepresentation, breach of warranty or covenant, or nonfulfillment of any
        agreement on the part of the Seller under this Agreement, and (iv) any and
        all
        actions, suits, claims, proceedings, investigation, audits, demands,
        assessments, fines, judgments, costs and other expenses (including, without
        limitation, reasonable audit and attorneys fees) incident to any of the
        foregoing.

      


      The
        Seller’s indemnity obligations
        under this Section 22.2 shall be subject to the following: (i) if any claim
        is
        asserted against the Purchaser that would give rise to a claim by the Purchaser
        against the Seller for indemnification under the provisions of this Section,
        then the Purchaser shall promptly give written notice to the Seller concerning
        such claim and the Seller shall, at no expense to the Purchaser, defend the
        claim, and (ii) the Seller shall not be required to indemnify the Purchaser
        for
        an amount that exceeds the fair market value of the Purchase Price paid by
        the
        Purchaser under this Agreement.

      


      22.3  Purchaser’s
        Indemnification.  The Purchaser agrees to defend, indemnify, and
        hold harmless the Seller from and against (i) any and all claims, liabilities
        and obligations of every kind and description arising out of or related to
        the
        operation of the business following Closing or arising out of the Purchaser’s
        failure to perform obligations of the Seller assumed by the Purchaser pursuant
        to this Agreement; (ii) any and all damage or deficiency resulting from any
        material misrepresentation, breach of warranty or covenant, or nonfulfillment
        of
        any agreement on the part of the Purchaser under this Agreement, and (iii)
        any
        and all actions, suits, claims, proceedings, investigation, audits, demands,
        assessments, fines, judgments, costs and other expenses (including, without
        limitation, reasonable audit and attorneys fees) incident to any of the
        foregoing.

      


      23.  Disputes.  In
        the event of a dispute between the Parties as to any material term herein,
        the
        Parties shall first attempt to resolve the dispute informally.

      


      23.1  No
        claim shall be brought by the Purchaser against the Seller unless notice
        in
        writing has been given to the Seller as soon as reasonably practicable, and
        in
        any event within twenty-eight (28) days after the Purchaser becomes aware
        of the
        grounds for a claim and on or before the first anniversary of this Agreement
        specifying the nature of the claim in reasonably sufficient detail and so
        far as
        practicable the amount claimed.

      


      23.2  Any
        claim shall become fully barred and unenforceable after the second anniversary
        of this Agreement unless proceedings in respect of that claim have been
        commenced. For this purpose, proceedings shall not be deemed to have been
        commenced unless they have been issued and served upon the Seller.

      


      23.3  Attorneys'
        Fees.  If any action, suit or proceeding is commenced to
        establish, maintain, or enforce any right or remedy under this Agreement,
        the
        party not prevailing therein shall pay, in addition to any damages or other
        award, all reasonable attorneys' fees and litigation expenses incurred therein
        by the prevailing party.

      


      23.4
        The Purchaser shall have no claim
        whatever against the Seller: (i) if and to the extent that the breach on
        which
        the claim is based occurs as a result of any legislation not in force on
        the
        Execution Date that takes effect retrospectively or any increase in the rates
        of
        taxation in force at that date, or as a consequence of a change in the
        interpretation of the law in any jurisdiction after the Execution Date; (ii)
        if
        and to the extent that the breach on which the claim is based would not have
        arisen but for any voluntary act, omission, transaction or arrangement by
        or
        with the Purchaser or any person connected with the Purchaser after the Closing
        Date otherwise than in the ordinary course of conducting the Business which
        the
        Purchaser knew or ought reasonably to have known could give rise to a claim;
        (iii) to the extent that the claim arises only as a result of any changes
        after
        the Closing Date in the accounting bases, policies or methods used by the
        Purchaser to value any of its assets, or; (iv) to the extent that the claim
        relates to any loss for which the Purchaser is indemnified by insurance or
        for
        which it would have been indemnified if at the relevant time the Purchaser
        had
        maintained valid and adequate insurance cover that is normally effected by
        prudent companies carrying on a business similar to the Business.

      


      23.5  No
        claim shall be made
        by the Purchaser if the fact, omission, circumstance or occurrence giving
        rise
        to the claim has been fully and fairly disclosed to the Purchaser in this
        Agreement.

      


      23.6  Conduct
        of
        Claims. Should the Purchaser become aware of any grounds that might give
        rise to a claim, having given notice to the Seller in accordance with Section
        23.1, the Purchaser (i) shall not make any admission of liability or agreement
        or compromise with any party without prior consultation with and the agreement
        of the Seller, which shall not be unreasonably withheld or delayed; (ii)
        should
        the claim result from or arise from a dispute with a third party, take such
        action to avoid, dispute, resist, appeal, compromise or contest the dispute
        as
        the Seller may reasonably request and at the Seller's expense; (iii) shall
        make
        available to the Seller all information reasonably required and available
        to
        enable the Seller to avoid, dispute, resist, appeal, compromise or contest
        the
        claim and any liability connected with the claim; and (iv) shall not be obliged
        to take any action which on a reasonable view is likely materially to prejudice
        the Business or the Purchaser.

      


      23.7  Should
        the Purchaser
        receive any payment or benefit from any policy of insurance or any third
        party
        other than the Seller as a result of the circumstances giving rise to a claim,
        and the Seller has made any payment to the Purchaser in respect of that claim,
        the Purchaser shall, as soon as practicable after receipt, reimburse the
        Seller
        an amount which is the lesser of the amount of the payment or benefit received
        from the insurer or other third party and the payment received from the Seller,
        having deducted all costs, charges and expenses reasonably incurred by the
        Purchaser in obtaining the payment or benefit.

      


      23.8  If
        any potential claim
        arises by reason of a liability that is contingent only, the Seller shall
        not be
        under any obligation to make any payment for that claim until such time as
        the
        contingent liability becomes actual.

      


      24.  Miscellaneous
        Provisions.

      


      24.1  Notices.  All
        notices, requests, demands, claims, consents and other communications required
        or permitted under this Agreement shall be in writing.  Any notice,
        request, demand, claim, communication or consent under this Agreement shall
        be
        deemed duly given if (and shall be effective two (2) business days after)
        it is
        sent by certified mail and addressed to the intended recipient as set forth
        below:

      


      


      
        	
                If
                  to Purchaser:

                 

                 

                 

                 

              	
                Jinkhold,
                  Ltd.

                c/o
                  SARS Corporation

                __________________________

                __________________________

                __________________________

                 

              
	
                With
                  a Copy to:

              	
                The
                  Otto Law Group, PLLC

                Attn:
                  David Otto

                601
                  Union Street, Suite 4500

                Seattle,
                  WA 98101

                United
                  States

                 

              
	
                If
                  to Seller:

              	
                Andronics,
                  Ltd.

                Unit
                  20 Balliniska Road

                Springtown
                  Industrial Estate

                Londonderry

                Northern
                  Ireland

                BT48
                  ONA

                 

              
	
                With
                  a Copy to:

              	
                Ciaran
                  Hampson

                6 Castle
                  Street

                Londonderry

                County
                  Londonderry

                BT48
                  6HQ

                 

              


      

      or
        at any
        other address as any party may, from time to time, designate by notice given
        in
        compliance with this section.

      


      24.2           Time.  Time
        is of the essence of this Agreement.

      


      24.3           Survival.  Any
        of the terms and covenants contained in this Agreement which require the
        performance of either party after the Closing shall survive the Closing and
        delivery of the Assets.

      


      24.4           Waiver.  Failure
        of either party at any time to require performance of any provision of this
        Agreement shall not limit the party’s right to enforce the provision, nor shall
        any waiver of any breach of any provision be a waiver of any succeeding breach
        of any provision or a waiver of the provision itself for any other
        provision.

      


      24.5           Assignment.  Except
        as otherwise provided within this Agreement, neither party hereto may transfer
        or assign this Agreement without the prior written consent of the other
        party.

      


      24.6           Governing
        Law.  This Agreement shall be governed by and construed in
        accordance with the laws of Northern Ireland, without giving effect to the
        conflicts of law principles thereof.

      


      24.7           Venue.  The
        parties to this Agreement agree that any action on this Agreement shall be
        brought in a court of competent jurisdiction located in Northern
        Ireland.

      


      24.8
Titles
        and
        Captions.  All articles, sections and paragraph titles or captions
        contained in this Agreement are for convenience only and shall not be deemed
        part of the context nor affect the interpretation of this
        Agreement.

      


      24.9           Entire
        Agreement. This Agreement contains the entire understanding between and
        among the Parties and supersedes any prior understandings and agreements
        among
        them respecting the subject matter of this Agreement.

      


      24.10  Construction.  The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement.  In the event an ambiguity or question of intent or
        interpretation arises, this Agreement shall be construed as if drafted jointly
        by the parties and no presumption or burden of proof shall arise favoring
        or
        disfavoring any party by virtue of the authorship of any of the provisions
        of
        this Agreement.  Any reference to any statute or law shall be deemed
        also to refer to all rules and regulations promulgated thereunder, unless
        the
        context requires otherwise.  The word “including” shall mean including
        without limitation.

      


      24.11  Prior
        Agreements.  This document is the entire, final and complete
        agreement of the Parties pertaining to the purchase of the Assets, and
        supersedes and replaces all prior or existing written and oral agreements
        between the parties or their representatives relating to the
        Assets.

      


      24.12                      Modifications
        Must Be in Writing.  This Agreement may not be changed
        orally.  All modifications of this Agreement must be in writing and
        must be signed by each party.

      


      24.13                      Agreement
        Binding.  This Agreement shall be binding upon the heirs,
        executors, administrators, successors and assigns of the Parties
        hereto.

      


      24.14                      Further
        Action.  The Parties hereto shall execute and deliver all
        documents, provide all information and take or forbear from all such action
        as
        may be necessary or appropriate to achieve the purposes of this
        Agreement.

      


      24.15                      Good
        Faith, Cooperation and Due Diligence.  The Parties hereto
        covenant, warrant and represent to each other good faith, complete cooperation,
        due diligence and honesty in fact in the performance of all obligations of
        the
        Parties pursuant to this Agreement.  All promises and covenants are
        mutual and dependent.

      


      24.16                      Counterparts.  This
        Agreement may be executed by facsimile and in several counterparts, and all
        so
        executed shall constitute one Agreement, binding on all the Parties hereto
        even
        though all the Parties are not signatories to the original or the same
        counterpart.

      


      24.17                      Savings
        Clause.  If any provision of this Agreement, or the application of
        such provision to any person or circumstance, shall be held invalid, the
        remainder of this Agreement, or the application of such provision to persons
        or
        circum­stances other than those as to which it is held invalid, shall not be
        affected thereby.

      


      24.16  Consultation.  The
        Parties acknowledge that each has been advised to seek legal consultation
        regarding this Agreement and has either retained or had sufficient opportunity
        to retain such legal representation and hereby waives insufficiency of legal
        consultation or representation as a claim or defense in any action arising
        out
        of this Agreement.  Except as otherwise provided in this Agreement,
        each Party shall bear its own attorneys’ fees and costs incurred in this matter
        through the Closing Date of execution of this Agreement.

      


      24.17                      Grossing
        Up.

       

       

      24.17.1  If
        the Purchaser
        makes a payment or suffers a loss
        (the “Loss") in respect of which the
        Purchaser is entitled to be indemnified or otherwise compensated by the Seller
        under this Agreement and payment so made by the Seller
        (the “Payment") is subject to tax in the
        hands of the Purchaser or a withholding on account of tax, the Seller shall
        pay
        to the Purchaser such additional amount as ensures that the Purchaser is
        left
        with the same amount as it would have been entitled to receive in the absence
        of
        any such tax liability or withholding PROVIDED THAT the Seller shall not
        be
        under any obligation to make an increased payment under this Section 24.17.1
        to
        the extent the Loss is deductible in computing the Purchaser's tax liability
        in
        respect of the Payment.

       

       

      24.17.2  Any
        additional
        payment due by the Seller to the Purchaser under Section 24.17.1 shall be
        payable by the Seller on the later of:

       

      
        	
                 

              	 	
                (i)

              	
                five
                  (5) business days before the last date on which the Purchaser can
                  discharge the tax liability arising as a result of the Payment
                  without
                  incurring a liability for penalties or interest
                  thereon;

              


      

       

      
        	
                 

              	 	
                (ii)

              	
                five
                  (5) business days after written demand has been made in respect
                  thereof by
                  the Purchaser.

              


      

       

      24.17.3  If
        an increased
        amount is paid to the Purchaser under Section 24.17.1 and the Purchaser later
        obtains a credit or deduction in respect of the Loss in computing its tax
        liability the Purchaser shall reimburse (to the extent it can do so without
        prejudice to its ability to retain the credit or deduction) to the Seller
        within
        five (5) business days of utilising credit or deduction the lesser
        of:

      


                 (i)           the
        increased amount so paid; and

       

      
        	
                 

              	 	
                (ii)

              	
                the
                  amount the Purchaser saves in tax as a consequence of utilising
                  the credit
                  or deduction.

              


      

       

      24.18                      Costs.  Each
        party hereto shall pay its own costs and expenses in relation to the preparation
        and execution of this Agreement and all documents ancillary hereto.

      


      [Signature
        page to follow]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Parties have executed and delivered this Agreement as
        of
        the Execution Date set forth below.

       

      


       

      DATE:
        October 26, 2007

       

      


                              SELLER:

      


                              ANDRONICS,
        LTD.

      


      


      


      By:  ________________________________

      Name:  Robert
        Andrews

      Title:

      


      


      ANDREWS:

      


      ROBERT
        ANDREWS

      


      


      


      By:  ________________________________

      Name:
        Robert Andrews

      
        	
                 

              	
                Title:

              


      

      


      


       PURCHASER:

      


       JINKHOLD,
        LTD.

      


      


      


      By:  ________________________________

      Name:
        Clayton Shelver

      
        	
                 

              	
                Title:
                  CEO

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBITS

      


      AForm
        of
        Convertible Debenture

      


      BOperating
        Agreement

      


      CLicensing
        Agreement

      


      DLease
        Agreement

      


      


      SCHEDULES

      


      1.1List
        of Assets (including assumed Accounts Receivable)

      


      1.2List
        of Employees

      


      1.3List
        of Contracts (including British Petroleum Novation)

      


      1.4List
        of Intellectual Property

      


      1.5List
        of Goodwill

      


      3.0Assumed
        Liabilities (including Excluded Liabilities)

      


      4.2Convertible
        Debenture Holders

      


      9.3.2Promissory
        Notes

      


      18.3.2Revenue
        Projections for Andrews Quarterly Options


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      Form
        of Convertible Debenture

      


      


      [The
        Form of Convertible Debenture appears
        on the following pages]SARS CORPORATION

      10%
        CONVERTIBLE DEBENTURE

      


      No.
        [insert debenture #] [date] , 2007

      $
        [value] [location]

      


      


      


      SARS
        CORPORATION (“Maker” or the “Company”) hereby promises to pay to the order of
        [name of debenture holder] or his , her, its assigns (“Holder”), the sum of
        [value] United States Dollars ($XX,XXX), with interest at the rate of ten
        percent (10%) per annum until paid.  All outstanding principal and
        accrued and unpaid interest shall become due twelve months from the date
        upon
        which this 10% Convertible Debenture (“Debenture”) is executed (the “Maturity
        Date”).  All payments due and owning under this Debenture shall be
        subject to the terms and conditions set forth herein.

      


      
        	
                1.  

              	
                Agreement.

              


      

      


      The
        Debenture is issued pursuant to that certain Asset Purchase Agreement (the
        “Agreement”), dated the same date as first set forth herein, by and between
        Andronics, Ltd. and Jinkhold, Ltd., a wholly owned subsidiary of the Maker,
        which is hereby incorporated by reference.

      


      
        	
                2.  

              	
                Register.

              


      

      


      The
        Company shall keep at its principal office a register in which the Company
        shall
        provide for the registration of the Holder of the Debenture or for the
        registration of a transfer of the Debenture to a different Holder.

      


      
        	
                3.  

              	
                Loss
                  Theft, Destruction or Mutilation of the
                  Debenture.

              


      

      


      Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of the Debenture and, in the case of any such loss,
        theft or destruction, upon receipt of an indemnity bond in such reasonable
        amount as the Company may determine (or if such Debenture is held by the
        original Holder, of an unsecured indemnity agreement reasonably satisfactory
        to
        the Company) or, in the case of any such mutilation, upon surrender and
        cancellation of such Debenture, the Company will make and deliver, in lieu
        of
        such lost, stolen, destroyed or mutilated Debenture, a new Debenture of like
        tender and unpaid principal amount and dated as of the date to which interest
        has been paid on the Debenture so lost, stolen, destroyed or
        mutilated.

      


      
        	
                4.  

              	
                Registered
                  Holder.

              


      

      


      The
        Company may deem and treat the person in whose name any Debenture is registered
        as the absolute owner and Holder of such Debenture for the purpose of receiving
        payment of the principal of and interest on such Debenture and for the purpose
        of any notices, waivers or consents thereunder, whether or not such Debenture
        shall be overdue, and the Company shall not be affected by notice to the
        contrary.  Payments with respect to any Debenture shall be made only
        to the registered Holder thereof.

      


      
        	
                5.  

              	
                Surrender
                  of the Debenture.

              


      

      


      The
        Company may, as a condition of payment of all or any of the principal of,
        and
        interest on, the Debenture, or its conversion, require Holder to present
        the
        Debenture for notation of such payment and, if the Debenture be paid in full
        or
        converted at the election of Holder as herein provided, require the surrender
        hereof.

      


      
        	
                6.  

              	
                Subordination.

              


      

      


      The
        Company, in its sole discretion, may subordinate the Debenture to any Senior
        Debt of the Company.  For purposes of the Debenture, “Senior Debt”
shall mean all indebtedness for all principal, fees, expenses, interest,
        penalties, post-bankruptcy petition interest, and all other amounts payable
        for
        money borrowed.

      


      


      
        	
                7.  

              	
                Conversion.

              


      

      


      At
        any
        time prior to or at the Maturity Date, at the option of the Holder, all
        principal and accrued interest due on this Debenture (the “Convertible Amount”)
        may be converted at $1.00 USD per share.  Upon the Maturity Date, all
        outstanding principal and accrued interest shall automatically convert into
        common stock of the Company.

      


      The
        Conversion Amount shall be adjusted downward in the event the Company issues
        common stock (or securities exercisable for convertible into or exchangeable
        for
        common stock) at a price below the Conversion Amount, to a price equal to
        such
        issue price.

      


      8.  Mechanics
        of Conversion.

      


      Upon
        the
        Company’s receipt of written notice of Holder’s election to convert the
        Debenture or upon the Maturity Date, the principal amount of this Debenture
        plus
        any accrued interest shall be deemed converted into such number of shares
        of the
        Company’s Common Stock as determined pursuant to Section 7, and no further
        payments shall thereafter accrue or be owing under the Debenture.  The
        entire balance due and owing under the Debenture must be converted to Common
        Stock; no partial conversions will be allowed.  Holder shall return
        this Debenture to the Company at the address set forth below, or such other
        place as the Company may require in writing.   Within ten (10)
        days after receipt of this Debenture, the Company shall cause to be issued
        in
        the name of and delivered to Holder at the address set forth above, or to
        such
        other address as to which Holder shall have notified the Company in writing,
        a
        certificate evidencing the securities to which Holder is entitled.  No
        fractional securities will be issued upon conversion of the
        Debenture.  If on conversion of the Debenture a fraction of a security
        results, the Company shall round up the total number of securities to be
        issued
        to Holder to the nearest whole number.

       

      


      
        	
                9.  

              	
                Notice.

              


      

      


      Any
        notice required or desired to be given under this Agreement shall be in writing
        and shall be deemed given when personally delivered, sent by an overnight
        courier service, or sent by certified or registered mail to the addresses
        set
        forth below, or such other address as to which one party may have notified
        the
        other in such manner.

      


      
        	
                10.  

              	
                Default.

              


      

      


      The
        following will be “Events of Default” under the Debenture:  (a) the
        Company shall default on the payment of principal or interest on the Debenture
        or on any other indebtedness of the Company when due; (b) the Company shall
        default on the observance or performance of any other covenant set forth
        in the
        Debenture; (c) the Company shall issue any indebtedness senior to the Debenture
        or grant any security for any other indebtedness (other than in connection
        with
        operating leases such as stand-alone office equipment leases); (d) the Company
        shall become insolvent or file a voluntary petition in bankruptcy (or have
        such
        a petition filed against it) or have an assignment for the benefit of creditors
        or other creditor arrangement or similar event occur with respect to it or
        its
        assets; or (e) failure to comply with any other term or condition of the
        Debenture, which shall not have been cured within ten (10) business days
        receipt
        of written notice to the Company.

      


      Upon
        Default, and at the option of Holder, or Holder’s successors or assigns, with
        fifteen (15) days written notice to the Company, demand or presentment, Holder
        may (i) accelerate all amounts due and owing under this Debenture and demand
        payment immediately and/or (ii) declare the right to exercise any and all
        remedies available to Holder under applicable law.

      


      


      
        	
                11.

              	
                Miscellaneous.

              


      

      


      (a)           10%
        per annum calculated using a 360-day year composed of 12 30-day months, payable
        in full, unless otherwise converted to common stock in the Company, at maturity
        or conversion.

      


      (b)           The
        Company agrees that all Conversion Shares shall be fully paid and
        non-assessable.  Maker shall pay upon demand any and all expenses,
        including reasonable attorney fees, incurred or paid by Holder of this Debenture
        without suit or action in attempting to collect funds due under this Debenture
        or in connection with the issuance of the Conversion Shares.  In the
        event an action is instituted to enforce or interpret any of the terms of
        this
        Debenture including but not limited to any action or participation by Maker
        in,
        or in connection with, a case or proceeding under the Bankruptcy Code or
        any
        successor statute, the prevailing party shall be entitled to recover all
        expenses reasonably incurred at, before and after trial and on appeal or
        review,
        whether or not taxable as costs, including, without limitation, attorney
        fees,
        witness fees (expert and otherwise), deposition costs, copying charges and
        other
        expenses.

      


      (c)           All
        parties to this Debenture hereby waive presentment, dishonor, notice of dishonor
        and protest.  All parties hereto consent to, and Holder is hereby
        expressly authorized to make, without notice, any and all renewals, extensions,
        modifications or waivers of the time for or the terms of payment of any sum
        or
        sums due hereunder, or under any documents or instruments relating to or
        securing this Debenture, or of the performance of any covenants, conditions
        or
        agreements hereof or thereof or the taking or release of collateral securing
        this Debenture.  Any such action taken by Holder shall not discharge
        the liability of any party to this Debenture.

      


      (d)           This
        Debenture shall be governed by and construed in accordance with the laws
        of the
        state of California without regard to conflict of law principles.

      


      (e)           All
        payments due and owing under this Debenture shall be delivered to the
        following:

      


      [name
        of holder]

      [address
        of holder]

      [city,
        state, ZIP]

      


      


      


      IN
        WITNESS WHEREOF, the parties hereto execute this Convertible Debenture as
        of
        this ____ day of_______, 2007.

      


      


      Maker:                                SARS,
        Corporation

      


      
 

      ____________________________

                                      By:
        Clayton S. Shelver

      Its:  Chief
        Executive
        Officer

      


      


      
        	
                Holder:
                  [name]

                Holder’s
                  address:                                [address]

                [city,
                  state, ZIP]

                 

              	 
	
                Maker’s
                  address:                                SARS,
                  Corporation

                Attn:
                  Clayton S.
                  Shelver

                                             601
                  108th
                  Avenue NE, 19th
                  Floor

                                             Bellevue,
                  WA 98004  USA

              	
                With
                  a copy
                  to:                                The
                  Otto Law Group, PLLC

                Attn:
                  David M. Otto

                601
                  Union Street, Suite
                  4500

                Seattle,
                  WA 98101
                  USA

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      _________,
        2007

      


      


      


      SARS
        Corporation

      601
        108th Avenue
        NE, 19th
        Floor

      Bellevue,
        WA 98004  USA

      Attention:
        Clayton S. Shelver

      


      RE:           SARS,
        Corporation (the “Company”) Convertible Debenture

      


      Dear
        Mr.
        Shelver:

      


      I,
        ________________________, am the
        holder of convertible debenture #___ of the Company, issued on ______________,
        200__ for $____________ (the “Debenture”).  The original Debenture is
        enclosed and attached hereto.  Subject to Section 8 of the Debenture,
        I wish to convert the entire principal and any accrued interest into such
        number
        of shares of the Company’s common stock as determined pursuant to Section 7 of
        the Debenture. I understand that by converting the Debenture into common
        stock,
        no further payments shall thereafter accrue or owe under the
        Debenture.

      


      Once
        the Debenture is converted into
        common stock of the Company, please direct the Company’s transfer agent to
        submit the stock certificates to the following street address:

      


      _____________________

      _____________________

      _____________________

      _____________________

      Phone:
        _______________

      


      Please
        do not hesitate to contact me at
        the above referenced phone number if you need further
        assistance.  Thank you for your time.

      


      


      Sincerely,

      


      


      


      _____________________

      


      


      Enclosure

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      Operating
        Agreement

      


      


      


      [the
        Operating Agreement appears on the following pages]Exhibit
        C

      Licensing
        Agreement

      


      


      


      


      


      [the
        Licensing Agreement appears on the following pages]Schedule
        1.1

      List
        of Assets

      


      


      
        	
                Fixed
                  asset register - equipment (depn @ 20% sl pa)

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Kingswood
                  software

              	
                28/02/98

              
	
                Inmac
                  cables

              	
                31/05/98

              
	
                Aurora-2
                  PCs

              	
                31/05/98

              
	
                Compaq
                  cpmpr equip(NIIB)

              	
                31/08/98

              
	
                Tracking
                  system (ex PMH)

              	
                31/08/98

              
	
                Equip-Computer
                  Workbench

              	
                31/08/98

              
	
                Equipment
                  - visa

              	
                30/09/98

              
	
                Equip-Micro
                  Warehouse

              	
                30/09/98

              
	
                Equip-Digital
                  Workshop

              	
                31/10/98

              
	
                Equipment-visa

              	
                30/11/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Equip-Micro
                  Warehouse

              	
                31/12/98

              
	
                Equip-Micro
                  Warehouse

              	
                31/01/99

              
	
                Mapinfo

              	
                28/02/99

              
	
                MapExtreme-4
                  PCs (NIIB)

              	
                28/02/99

              
	
                Inmac-hardware
                  upgrades

              	
                31/05/99

              
	
                CPC-fax
                  machine

              	
                31/05/99

              
	
                CPC
                  file holder

              	
                31/05/99

              
	
                Phone
                  socket

              	
                31/05/99

              
	
                M
                  Dawes-phone

              	
                31/05/99

              
	
                Sundry
                  equipment

              	
                31/05/99

              
	
                Colour
                  laserjet printer

              	
                31/07/99

              
	
                BT
                  phones

              	
                31/07/99

              
	
                RS
                  - drill

              	
                31/08/99

              
	
                RS
                  - drill set

              	
                31/08/99

              
	
                15"
                  monitor

              	
                31/08/99

              
	
                Router

              	
                15/09/99

              
	
                Osciliscope

              	
                26/10/99

              
	
                Label
                  machine

              	
                05/11/99

              
	
                Wavecomm
                  modems

              	
                10/11/99

              
	
                Photocopier

              	
                16/11/99

              
	
                SX3
                  computer equipment

              	
                16/11/99

              
	
                Mobile
                  tech equip

              	
                29/11/99

              
	
                Mobile
                  phones

              	
                10/12/99

              
	
                Soldering
                  station

              	
                14/12/99

              
	
                Mobile
                  phone

              	
                14/12/99

              
	
                Cisco
                  1600 PS

              	
                06/01/00

              
	
                Mobile
                  phone

              	
                19/01/00

              
	
                RS
                  232 cable

              	
                16/02/00

              
	
                Nokia
                  phone

              	
                17/02/00

              
	
                Nokia
                  phone

              	
                26/02/00

              
	
                SX3
                  computer equipment

              	
                06/03/00

              
	
                Sony
                  Vaio laptop

              	
                08/03/00

              
	
                Antenna
                  tester

              	
                10/03/00

              
	
                Remote
                  mouse

              	
                21/03/00

              
	
                2
                  X
                  compiuters

              	
                27/03/00

              
	
                Ladders

              	
                05/04/00

              
	
                Socket
                  set

              	
                05/04/00

              
	
                Capture
                  board

              	
                14/04/00

              
	
                Dual
                  speed hub

              	
                14/04/00

              
	
                Tapered
                  hole cutter

              	
                09/05/00

              
	
                Computer

              	
                17/05/00

              
	
                Server
                  cabinet

              	
                23/05/00

              
	
                B&Q
                  equipment

              	
                29/05/00

              
	
                Computer

              	
                30/06/00

              
	
                Hoover

              	
                05/07/00

              
	
                Gateway
                  PC

              	
                07/08/00

              
	
                GDC
                  boundary data

              	
                08/08/00

              
	
                56k
                  modem

              	
                24/08/00

              
	
                Monitor

              	
                12/10/00

              
	
                Gate
                  pendants

              	
                17/11/00

              
	
                Calculators

              	
                30/11/00

              
	
                Dell
                  PCs x 2

              	
                19/12/00

              
	
                HP
                  Scanjet

              	
                27/01/01

              
	
                Computer
                  (2nd hand)

              	
                02/02/01

              
	
                Budget
                  DIY equip

              	
                06/02/01

              
	
                Clickman

              	
                09/02/01

              
	
                Heatgun

              	
                14/02/01

              
	
                Computer
                  equip

              	
                15/01/00

              
	
                Antenna
                  x 3

              	
                23/03/00

              
	
                PC

              	
                09/03/00

              
	
                Coldfusion
                  software

              	
                29/03/00

              
	
                Equipment

              	
                30/04/00

              
	
                Scanner

              	
                31/03/01

              
	
                10GB
                  hard disk

              	
                30/04/01

              
	
                Steam
                  cleaner

              	
                30/04/01

              
	
                20GB
                  HDD

              	
                31/05/01

              
	
                10GB
                  hard disk

              	
                30/06/01

              
	
                Compaq
                  server/instn

              	
                30/09/01

              
	
                2
                  display systems

              	
                30/11/01

              
	
                Fax/printer

              	
                30/11/01

              
	
                Answerphone

              	
                30/11/01

              
	
                Adaptor
                  cards

              	
                31/01/02

              
	
                Laptop

              	
                07/06/02

              
	
                Spider
                  engineer-equip

              	
                30/05/02

              
	
                Phones

              	
                30/05/02

              
	
                Credit
                  card-sundry equip

              	
                31/08/02

              
	
                Computer
                  mouse ps2

              	
                16/09/02

              
	
                Multimeter

              	
                30/09/02

              
	
                Iomega
                  software

              	
                04/10/02

              
	
                UPS
                  for server

              	
                14/10/02

              
	
                Phones
                  *2

              	
                15/10/02

              
	
                Solder
                  irons

              	
                01/11/02

              
	
                Cables
                  and adapter

              	
                15/11/02

              
	
                Laptops
                  *3

              	
                19/12/02

              
	
                17"
                  monitors x 2

              	
                22/09/03

              
	
                Phone
                  upgrade

              	
                29/10/03

              
	
                Car
                  phone adaptor

              	
                30/09/03

              
	
                Rechargeable
                  spotlight

              	
                14/11/03

              
	
                Sundry
                  equipment

              	
                27/02/04

              
	
                Laptop

              	
                04/04/03

              
	
                Comb
                  binder

              	
                12/06/03

              
	
                Backup
                  machine

              	
                30/04/04

              
	
                Mobile
                  phones and accessories

              	
                05/05/04

              
	
                Drills
                  and accessories

              	
                25/06/04

              
	
                OKI
                  printer

              	
                13/01/05

              
	
                Sundry
                  equipment

              	
                28/02/05

              
	
                Ladder

              	
                25/03/05

              
	
                Nokia
                  phone kits

              	
                16/06/05

              
	
                Linux
                  server IBM 346

              	
                08/08/05

              
	
                B4250
                  printer

              	
                01/03/05

              
	
                IBM
                  Server

              	
                08/01/07

              
	
                Uninterrupted
                  power supply

              	
                08/01/07

              
	
                Laptop
                  computer (2)

              	
                08/01/07

              


      

      
 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

      


      
        	
                Fixed
                  asset register - fixtures and fittings (depn @ 20% sl
                  pa)

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Fiesta
                  blinds

              	
                07/05/99

              
	
                CPC
                  operators chairs

              	
                31/05/99

              
	
                ADT
                  intruder alarm system

              	
                28/05/99

              
	
                Graphix-signs

              	
                14/06/99

              
	
                CPC
                  conf room chairs

              	
                15/06/99

              
	
                CPC
                  operators chairs

              	
                16/06/99

              
	
                Fridge

              	
                04/08/99

              
	
                World
                  map

              	
                06/09/99

              
	
                Stands

              	
                13/12/99

              
	
                Shelving

              	
                21/12/99

              
	
                Desks

              	
                28/04/00

              
	
                Desks

              	
                01/05/00

              
	
                Chairs
                  and bookshelves

              	
                29/06/00

              
	
                Exhibition
                  stands

              	
                22/11/99

              
	
                NOBO
                  board

              	
                27/04/00

              
	
                Filing
                  cabinet

              	
                28/01/00

              
	
                Display
                  equipment

              	
                31/03/01

              
	
                Filing
                  cabinet

              	
                31/05/01

              
	
                Fireproof
                  safe

              	
                31/05/01

              
	
                External
                  ashtrays x 2

              	
                31/12/01

              
	
                Gate
                  automation system

              	
                18/10/02

              
	
                Storage
                  bins

              	
                19/06/02

              
	
                Operator
                  chair

              	
                23/09/02

              
	
                Armchairs
                  x 2

              	
                11/04/03

              
	
                Fan
                  Heaters x 2

              	
                23/11/05

              


      

      


      


      
        	
                Fixed
                  asset register - motor vehicles (depn @ 25% sl
                  pa)

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Fiat
                  Brava-KUI 4809

              	
                06/03/00

              
	
                BMW
                  C1-KUI 7002

              	
                27/11/00

              
	
                Reg
                  no KUI 2222

              	
                31/03/01

              


      

      


      


      


      
        	
                Fixed
                  asset register - premises expenditure (depn @ 2% sl
                  pa)

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Building
                  work (O'Neill Bros)

              	
                31/05/99

              
	
                Renovations
                  (O'Neill Bros)

              	
                01/10/02

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.1 Continued

      Assumed
        Accounts Receivable

      


      [to
        be attached hereto on or before the Closing Date]

      


      [Shall
        also include financial statements through September 30, 2007, of which shall
        include, but is not limited to, (i) balance sheet, (ii) profit and loss
        statement and (iii) detailed inventory schedule]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
        1.2

      List
        of Employees

      


      


      


      


      
        	
                Employees:

                 

              	
                Forename

              	
                Dept

              
	
                Surname

              
	
                Andrews

              	
                Margaret

              	
                Admin

              
	
                Andrews

              	
                Robert

              	
                Directors
                  - 7001

              
	
                Andrews

              	
                Paul
                  Robert

              	
                Sales/Marketing
                  - 6001

              
	
                Connolly

              	
                Anthony

              	
                Sales/Marketing
                  - 6001

              
	
                Craig

              	
                Shaun

              	
                Development
                  Engineers - 7003

              
	
                Duffy

              	
                Fergus

              	
                Productive
                  - 6000

              
	
                Gallagher

              	
                Eimear

              	
                Development
                  Engineers - 7003

              
	
                Hasson

              	
                Christopher

              	
                Development
                  Engineers - 7003

              
	
                Kelly

              	
                Sheila

              	
                Web
                  Design - 7003

              
	
                McCaughan

              	
                Karen

              	
                Directors
                  - 7001

              
	
                *McCorkell

              	
                Mark
                  David

              	
                Web
                  Design - 7003

              
	
                Moore

              	
                Paul
                  Gerard

              	
                Productive
                  - 6000

              
	
                Nagurski

              	
                Kevin

              	
                Web
                  Design - 7003

              
	
                Strawhorne

              	
                Paul
                  Thomas

              	
                Development
                  Engineers - 7003

              
	
                Thomson

              	
                Thomas
                  James

              	
                Productive
                  - 6000

              
	
                **Watson

              	
                Adam

              	
                Development
                  Engineers - 7003

              


      

      


      
        *Mr.
          McCorkell was hired as a summer intern after February 7, 2007 but is no
          longer
          on the payroll.

        


        **Mr.
          Watson was engaged after February 7, 2007 but has since resigned his
          position.

      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Schedule
        1.3

      List
        of Contracts

      


      


      


      
        	
                Contract
                  No.

              	
                Parties

              	
                Date

              
	
                LPG-06-TELE-29

              	
                BP
                  International, Ltd.

              	
                and

              	
                Andronics,
                  Ltd.

              	
                9/18/2006

              
	 	 	 	 	 
	 	 	 	 	 


      

      


      [British
        Petroleum Novation (original contract referenced above) shall be attached
        hereto
        on or before the Closing Date]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.4

      List
        of Intellectual Property

      


      


      


      


      


      
        	
                Intellectual
                  Property

              	
                Book
                  Value

              
	
                Software
                  Development for internal proprietary asset-tracking
                  system

              	
                $1,550,300

              
	 	 
	
                LEOCATE,
                  Trade Mark No. 2232925

              	 
	
                UTILITY-EYE,
                  Trade Mark No. 003292687

              	 
	
                Andronics,
                  Ltd. trade name

              	 
	
                Andronics,
                  Ltd. logo

              	 
	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.5

      List
        of Goodwill

      


      


      


      
        	
                Goodwill

              	 
	
                All
                  Andronics, Ltd. customers and recurring
                  revenue,including:

              	 
	 	 
	
                Quinns
                  – Leocate

              	 
	
                CSL
                  – Fixed sites

              	 
	
                BP
                  – LPG Product

              	 
	 	 
	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        3

      Assumed
        Liabilities

      (including
        Excluded Liabilities)

      


      [Waiting
        on current schedule of assumed and excluded liabilities from SARS and Accounts
        Payable, Assumed and Excluded Liabilities and Accounts Payable shall be attached
        hereto on or before the Closing Date]

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        4.2

      Convertible
        Debenture Holders

      


      


      


      
        	
                Principal
                  Amount:

                 

              	
                Holder:

              
	
                Four
                  Hundred Eighty-Nine Thousand United States Dollars ($489,000
                  USD)

              	
                Patrick
                  Andrews

              
	
                One
                  Hundred Fifty Thousand United States Dollars ($150,000
                  USD)

              	
                Fergus
                  Duffy

              
	
                Thirteen
                  Thousand United States Dollars ($13,000 USD)

              	
                Vehicle
                  Services (Claire Flanagan)

              
	
                Seventy
                  Thousand United States Dollars ($70,000 USD)

              	
                Invest
                  Northern Ireland

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        4.6.2

      Revenue
        Projection Schedule for Andrews Quarterly Options

      


      
        	
                Quarter
                  1

              	
                Quarter
                  2

              	
                Quarter
                  3

              	
                Quarter
                  4

              
	
                $500,000
                  USD

              	
                $1,000,000
                  USD

              	
                $1,150,000
                  USD

              	
                $1,350,000
                  USD

              


      

      


      


      [Supporting
        documentation to follow,

      shall
        be included in document on or before Closing Date]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Schedule
        9.3.2

      Schedule
        of Promissory Notes

      


      


      


      


      


      
        	
                Date
                  of Promissory Note:

                 

              	
                Promissory
                  Note Number:

                 

              	
                Principal
                  Amount of Promissory Note:

                 

              
	
                12/19/06

              	
                #1

              	
                $16,045.00

              
	
                2/16/07

              	
                #2

              	
                $23,000.00

              
	
                2/16/07

              	
                #3

              	
                $2,292.00

              
	
                3/2/07

              	
                #4

              	
                $10,000.00

              
	
                3/26/07

              	
                #5

              	
                $21,772.18

              
	
                4/26/07

              	
                #6

              	
                $40,000.00

              
	
                5/1/07

              	
                #7

              	
                $44,720.00

              
	
                5/11/07

              	
                #8

              	
                $27,105.00

              
	
                5/3/07

              	
                #9

              	
                $69,689.82

              
	
                5/8/07

              	
                #9

              	
                -$34,694.20

              
	
                5/10/07

              	
                #9

              	
                -$35,031.62

              
	
                5/25/07

              	
                #10

              	
                $16,000.00

              
	
                6/19/07

              	
                #11

              	
                $507.00

              
	
                6/22/07

              	
                #12

              	
                $3,127.19

              
	
                6/26/07

              	
                #13

              	
                $893.00

              
	
                6/26/07

              	
                #14

              	
                $43,025.72

              
	
                6/29/07

              	
                #15

              	
                $34,000.00

              
	
                7/19/07

              	
                #16

              	
                $35,880.00

              
	
                7/20/07

              	
                #17

              	
                $1,585.51

              
	
                7/31/07

              	
                #18

              	
                $45,955.88

              
	
                7/31/07

              	
                #19

              	
                $20,000.00

              
	
                7/31/07

              	
                #20

              	
                $4,676.00

              
	
                8/6/07

              	
                #21

              	
                $43,141.00

              
	
                9/30/07

              	
                #22

              	
                $38,156.65

              
	
                9/30/07

              	
                #23

              	
                $8,015.00

              
	
                9/30/07

              	
                #24

              	
                $83,650.00

              
	
                9/21/07

              	
                #25

              	
                $42,757.79

              
	
                9/30/07

              	
                #26

              	
                $16,980.00

              
	
                9/30/07

              	
                #27

              	
                $59,150.00

              
	
                Total:

              	 	
                $682,398.92