DEFINITIVE AGREEMENT



This Agreement is made effective December 31, 2007 by and between LBO Capital

Corp., a
Colorado corporation, and Longborough Capital PLC, a United Kingdom

corporation (collectively "the Parties"), and its majority owned subsidiaries, Advanced

Digital Components, Inc. and Global Tech International, Inc., both
Delaware

corporations, related to the acquisition by LBO Capital Corp. of the above said

subsidiaries.

The aforementioned entities are hereafter identified, as follows:

LBO Capital Corp.

Longborough Capital PLC

Advanced Digital Components, Inc.

Global Tech International, Inc.



THE PARTIES AGREE, AS FOLLOWS:



1.
Compliance with Legal Procedures. LBOC shall file overdue annual reports

in the State of
Colorado and obtain a legal reinstatement of status in Colorado, and

complete an independent audit by UHY, LLC of books and records thru December 31,

2007. LBOC shall file all the required reports with the SEC, and other regulatory

agencies as applicable.



2.
Reverse Split. LBOC Board of Directors shall authorize and recommend for

shareholders approval a reverse split of one common share for eight (1:8) of issued and

outstanding common shares of LBOC. The Board shall require that there be

100,000,000 authorized shares after the reverse split and take all necessary action to
effect that result.



3.
Quorum Capital, Inc. (hereafter referred to as "QC").LBOC shall obtain

an agreement from QC to convert approximately $893,000 of notes payable plus the

accrued interest into 4,000,000 shares (old shares) of common stock of LBOC and

16,000,000 5-year warrants at $0.01/share.



4.
Availability of Information regarding ADCI and GTI. Mario DiNello shall

furnish information regarding ADCI and GTI, included but not limited to the January 31,

2007 and upcoming January 31, 2008 audited financial statements; plus products and

Intellectual Property ("IP") technologies regarding a computerized air tire pressure

sensing system, a plastic medium for encapsulating
magnesium in plastic and other

applications and completed prototypes for use in negotiations for licensing agreements

with Original Equipment Manufacturers ("OEMs"); and any other technologies owned.



5.
Longborough Capital PLC ("LBC") Status. The parties recognize that LBC is

currently a non-trading stock public company in the
United Kingdom.



6.
LBC and LBOC Relationships. LBOC shall acquire approximately 87% interest

in both ADCI and GTI, currently subsidiaries of LBC, in exchange for 18,000,000 newly

issued shares of common stock of LBOC. These shares shall have a restriction Rule 144

legend. LBOC shall then hold approximately 87% of ADCI and approximately 87% of

GTI. LBC shall then be free either to continue to hold the shares of LBOC or to declare

dividends for benefit of LBC shareholders equal in value to some or all of said LBOC

shares.



7.
Split of Certain Outstanding Warrants. A, B, and C warrants currently

outstanding will be reverse split for benefit of LBOC. After the 1:8 reverse split, there

shall be 375,000 registered A warrants exercisable to July 31, 2008 at $4.00, 375,000 B

warrants at $6.00, and 375,000 C warrants at $8.00.



8. LBOC Director Changes. Thomas W. Itin shall remain as Chairman of the

Board of Directors. Salvatore Parlatore shall remain as Director. The following persons

shall be elected as independent directors: William ("Bill") Lopshire, and Sebastian

Moeritz. The fifth director shall be Achille DiNello, son of Mario DiNello.



9. LBOC Management. Thomas W. Itin shall remain in the position of Chief

Executive Officer and President of LBOC, and
Majlinda Xhuti shall remain in the

position of Chief Financial Officer of LBOC. Mario DiNello shall be elected as Chief

Operating Officer of LBOC.



10. Clarification of Stock Status of Business Combinations. To combine the

subject companies without a reverse split of common stock, the parties shall decide

whether they wish to choose, as a remedy for a shortage of authorized common stock,

issuance of preferred stock, with a legend that conversion shall not occur unless and

until shareholders have approved a necessary increase in authorized shares of common

stock of LBOC.



11. Compliance. All details of this transaction shall be in full compliance with all

applicable laws in both the
USA and the UK. This agreement supersedes any other

agreement, in writing, or verbal that may have existed prior to the signing of this

agreement.



12. Press Releases. The parties shall disclose all material information required for

an understanding of the financial status of the companies involved to the general public

via commonly used media at an appropriate time. Any press releases prepared by

either LBC or LBOC are to be approved in advance by the other party.



13. Operations. The parties hereafter shall operate in the ordinary course of

business and not enter into any unusual or atypical transactions without consent of the

other party.



14. CONCLUSION.The signatories hereunder by executing the foregoing

document do by their signatures, as representatives of the corporate entities herein,

bind said corporate entities to performance of the obligations stated herein,

commencing on the effective date stated herein and in execution of this Agreement

during a reasonable but expeditious time period dictated by circumstances.





15. EFFECTIVE DATE.December 31, 2007.



By:
/s/

By:
/s/



Thomas W. Itin

Mario DiNello

Chairman and Chief Executive Officer

Representing Longborough Capital, PLC,
UK

LBO Capital Corp.,
USA