ex10-1.htm

 

    EXHIBIT 10.1


     

    ACQUISITION
AGREEMENT

    


    


     

    This
Acquisition Agreement ("Agreement") made on this 19th day of April, 2010, by and
among Infrared Systems International, a public corporation organized under the
laws of Nevada (the "Company" or "Buyer"), with its principal place of business
at 4550 NW Newberry Hill Road, Suite 202, Silverdale, Washington 98383, and
Focus Systems, Inc. ("ACQUIRED COMPANY"), a corporation organized under the laws
of Washington State, with its principal place of business at 4550 NW Newberry
Hill Road, Suite 202, Silverdale, Washington 98383, and Propalms, Inc.
("Seller"), an individual/corporation with an address of Unit 4, Park Farm
Courtyard, Easthorpe, Malton, North Yorkshire Y017 6QX United
Kingdom.

    


     

    Background

    


     

    The
Company and ACQUIRED COMPANY desire to enter into a transaction whereby the
Company acquires 100% of the shares of ACQUIRED COMPANY, in exchange for Two
Million Two Hundred and Eighty Thousand ($2,280,000) Dollars, to be paid in the
form of a combination of the Company's Common and Preferred A Shares to Seller
(the "Stock").

    


    


     

    Terms of
Agreement

    


     

    In
consideration of the mutual promises, covenants and representations contained
herein, the parties herewith agree as follows:

     

    ARTICLE I
ACQUISITION TERMS

     

    1.01  Acquisition. The
Company will acquire 100% of the shares of ACQUIRED COMPANY and all preexisting
assets as specified in Exhibit A and with all preexisting liabilities, provided
such liabilities have been disclosed on the attached Exhibit A. In the event
Company should be notified of a preexisting liability which has not been
disclosed on Exhibit A, and which was not already known by William Wright as
President of ACQUIRED COMPANY, then Seller shall remain liable for such
preexisting liability.

     

    1.02  Compensation. In
exchange, Seller shall receive Two Million Two Hundred and Eighty Thousand
($2,280,000) Dollars, to be paid in the form of three Million (3,000,000)
restricted common shares of the Company valued at $0.51 per share, plus Seven
Hundred and Fifty Thousand (750,000) of the Company's Preferred A shares valued
at $ 1.00 per share, upon the Closing. In addition, the Seller will have an
option to purchase an additional Two Hundred and Fifty Thousand (250,000)
Preferred shares in the Company at a 50% discount, for up to two years from the
execution of this agreement.

     

    1.03  Seller Investment in
Buyer. As a part of this Agreement, Seller has agreed to provide an
investment in Buyer's company ("Investment Pledge") in the amount of $250,000
within 120 days of Closing, the timing of which may be reset by mutual consent
of the Seller and Buyer. The Investment Pledge is an integral part of the
transaction and if it is not made within one year of Closing, Seller shall, as
liquidated damages, return two (2) Preferred Shares of Buyer, for every dollar
not invested, up to the 500,000 Preferred shares received by the Company at
Closing.

     

     

    
      
         

      

      
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    1.04  
Closing.
The Closing of this transaction will take place on or before April 30,2010,
under the terms
described in Article IV of this Agreement, unless mutually extended by the
parties and shall be subject to a thirty
day due diligence period.

    


    1.05  
Post-Closing
Operations. After the Closing, ACQUIRED COMPANY will be a
wholly-owned
subsidiary of the Company subject to the terms and conditions outlined in this
Agreement. ACQUIRED
COMPANY shall be responsible to report to the Company all financial matters and
newsworthy events as
they materialize, as Seller recognizes Company is a publicly traded company and
has certain material obligations
of disclosure pursuant to state and federal laws, statutes and
regulations.

    


    


    


    


     

    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY/BUYER 

     

    The
Company/BUYER represents and warrants to ACQUIRED COMPANY and Seller the
following:

     

    2.01  Organization. The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada and has all necessary corporate powers to
own properties and carry on its business. All actions taken by the
incorporators, Directors and/or shareholders of Company have been valid and in
accordance with all applicable laws.

     

    2.02  Capital. The
authorized capital stock of Company consists of 50,000,000 shares of Common
Stock, of which approximately 12,724,496 shares are issued and outstanding and
50,000,000 shares of Preferred Stock, of which zero shares are issued and
outstanding. The Preferred A shares shall be convertible into common stock of
the Company at a 20% discount to market, shall carry no voting rights until
converted and the holder shall not be permitted to convert any amount that,
after conversion, would cause the holder to hold greater than 10% of the issued
and outstanding common stock of the Company. All outstanding shares are fully
paid and non-assessable, free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this Agreement. At the
Closing, there may be outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating the
Company to issue or transfer from treasury any additional shares of its capital
stock. None of the outstanding shares of the Company arc subject to any stock
restriction agreements.

     

    2.03  Financial Statements.
The unaudited balance sheet as of December 31,2009 and the related statements of
income and retained earnings for the periods then ended fairly present the
financial position of the Company as of the dates of the balance sheets included
in the financial statements, and the results of its operations for the period
indicated.

     

    2.04  Tax Returns. Within
the times, and in the manner prescribed by law, the Company has filed all
federal, state, and local tax returns required by law. The Company has paid, or
will pay by the Closing, all taxes, assessments, and penalties due and payable.
There are no present disputes as to taxes of any nature payable by the Company
as of the Closing, and there shall be no taxes of any kind, due or
owing.

     

    2.05  Ability to Carry Out
Obligations. Company has the right, power, and authority to enter into
and perform its obligations under this Agreement. The execution and delivery of
this Agreement by the Company and the performance by the Company of its
obligations hereunder will not cause, constitute, or conflict with or result in
(a) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which the Company is a
party or by which they may be bound, nor will any consents or authorizations of
any party other than those hereto be required or (c) an event that would result
in the creation or imposition of any lien, charge, or encumbrance on any asset
of Company or upon the Shares.

     

     

    
      
         

      

      
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    2.06  Full Disclosure. None
of the representations and warranties made in this Agreement by the Company, or
on its behalf, contains or will contain any untrue statement of a material fact
or omit any material fact the omission of which would be
misleading.

     

    2.07  Compliance with Laws.
The Company has complied with all, and is not in violation of any, federal,
state, or local statute, law, or regulation. The Company has complied with all
federal and state securities laws in connection with the offer, sale and
distribution of its securities.

     

    2.08
 
Litigation. The
Company is not a party to any suit, action, arbitration, or legal,
administrative, or other proceeding or pending governmental investigation. To
the best of Company's knowledge, there is no basis for any such action or
proceeding, and no such action or proceeding is threatened against the Company.
The Company is not subject to, or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality.

     

    2.09  Conduct of Business. Prior to the
Closing, the Company shall not (i) amend its Certificate of Incorporation or
Bylaws, other than to restructure the Company for this acquisition, (ii) declare
dividends or redeem or sell stock or other securities, except as part of
completing this transaction, (iii) incur any liabilities, (iv) acquire any
assets, enter into any contract, or guarantee obligations of any third party, or
(v) enter into any other transaction, which is outside the bounds of its
customary and ordinary operations.

    2.10  Exempt Transaction.
Buyer understands that the offering and sale of the Stock is intended to be
exempt from registration under the Act and exempt from registration or
qualification under any state law.

     

    2.11  Authority. Buyer
represents that it has full power and authority to enter into this Agreement.
This Agreement has been duly and validly executed and delivered by Buyer, and
upon the execution and delivery by Seller of this Agreement and the performance
by Seller of its obligations herein, will constitute, a legal, valid and binding
obligation of Buyer enforceable against Buyer in accordance with its terms,
except as such enforcement may be limited by bankruptcy or insolvency laws or
other laws affecting enforcement of creditors' rights or by general principles
of equity.

     

    2.12  Investment Purpose.
The Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer's own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.

     

    2.13  Due Diligence. Buyer
has conducted his own due diligence with respect to ACQUIRED COMPANY and its
liabilities and believes it has enough information upon which to base an
investment decision in the Stock. Buyer acknowledges that Seller has made no
representations with respect to the existence or non-existence of liabilities in
the Company.

     

    2.14  Investment
Experience. The Buyer understands that the purchase of the Stock involves
substantial risk. The Buyer (a) has experience as a Buyer in securities of
companies in the development stage and acknowledges that he can bear the
economic risk of Buyer's investment in the Stock and (b) has such knowledge and
experience in financial, tax, and business matters so as to enable Buyer to
evaluate the merits and risks of an investment in the Stock, to protect Buyer's
own interests in connection with the investment, and to make an informed
investment decision with respect thereto.

     

     

    
      
         

      

      
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    2.15  No Oral
Representations.                                         No
oral or written representations have been made other than as stated, or in
addition to those stated, in this Agreement, and Buyer is not relying on any
oral statements made by Seller, or any of Seller's representatives or
affiliates, in purchasing the Stock.

     

    2.16  Restricted
Securities. Buyer understands that the Stock is characterized as
"restricted securities" under the Act inasmuch as they were acquired from the
Seller in a transaction not involving a public offering and that under the Act,
and applicable regulations thereunder.

     

    2.17  Opinion Necessary.
Buyer acknowledges that if any transfer of the Stock is proposed to be made in
reliance upon an exemption under the Act, the Company may require an opinion of
counsel satisfactory to the Company that such transfer may be made pursuant to
an applicable exemption under the Act. Buyer acknowledges that a restrictive
legend appears on the Stock and must remain on the Stock until such time as it
may be removed under the Act.

     

     

    2.18   
Truth of
Representations. All of these representations shall be true as of the
Closing and shall survive the Closing for a period of one year.

    


     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF ACQUIRED COMPANY and SELLER 

     

    ACQUIRED
COMPANY and SELLER represents and warrants to the Company the
following:

     

    3.01  Organization.
ACQUIRED COMPANY is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Washington and has all necessary
corporate powers to own properties and carry on its business. All actions taken
by the incorporators, directors and/or shareholders of ACQUIRED COMPANY have
been valid and in accordance with all applicable laws.

     

    3.02  Capital. The
authorized capital stock of ACQUIRED COMPANY consists of 1,000,000 Shares of
Common stock, of which 500,000 are issued and outstanding and 5,000 Shares of
Preferred stock, of which 210 shares are issued and outstanding (collectively
the "Acquired Company Shares"). All outstanding shares are fully paid and
non-assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At the Closing, there
may be outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating ACQUIRED COMPANY to
issue or transfer from treasury any additional shares of its capital stock. None
of the outstanding shares of ACQUIRED COMPANY arc subject to any stock
restriction agreements.

     

    3.03  Financial Statements.
The unaudited balance sheet of as of December 31, 2009 and the related
statements of income and retained earnings for the period then ended fairly
present the financial position of ACQUIRED COMPANY as of the date of the balance
sheet included in the financial statements, and the results of its operations
for the period indicated.

     

    3.04  Tax Returns. Within
the times and in the manner prescribed by law, ACQUIRED COMPANY has filed all
federal, state, and local tax returns required by law. ACQUIRED COMPANY has
paid, or will pay by the Closing, all taxes, assessments, and penalties due and
payable. There are no present disputes as to taxes of any nature payable by
ACQUIRED COMPANY as of the Closing, and there shall be no taxes of any kind due
or owing.

     

    3.05  Ability to Carry Out
Obligations. ACQUIRED COMPANY has the right, power, and authority to
enter into and perform its obligations under this Agreement. The execution and
delivery of this

     

     

     

    
      
         

      

      
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    Agreement
by ACQUIRED COMPANY and the performance by ACQUIRED COMPANY of its obligations
hereunder will not cause, constitute, or conflict with or result in (a) any
breach or violation or any of the provisions of or constitute a default under
any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which ACQUIRED COMPANY
is a party or by which they may be bound, nor will any consents or
authorizations of any party other than those hereto be required or (c) an event
that would result in the creation or imposition of any lien, charge, or
encumbrance on any asset of ACQUIRED COMPANY or upon the Shares.

    


     

    3.06   
Full
Disclosure. None of the representations and warranties made in this
Agreement by ACQUIRED COMPANY, or on behalf of ACQUIRED COMPANY, contains or
will contain any untrue statement of a material fact or omit any material fact
the omission of which would be misleading.

    


     

    3.07   
Compliance with
Laws. ACQUIRED COMPANY has complied with all, and is not in violation of
any, federal, state, or local statute, law, or regulation. ACQUIRED COMPANY has
complied with all federal and state securities laws in connection with the
offer, sale and distribution of its securities. The ACQUIRED COMPANY will not be
in violation of any term of the ACQUIRED COMPANY'S
Articles or Bylaws, nor will the ACQUIRED COMPANY be in violation of or
in default in any material respect under the terms of any mortgage, indenture,
contract, agreement, instrument, judgment, or decree, the violation of which
would have a material adverse effect on the ACQUIRED COMPANY as a whole, and to
the knowledge of the ACQUIRED COMPANY, is not in violation of which would have a
material adverse effect of the ACQUIRED COMPANY. The execution, delivery and
performance of and compliance with this Agreement and the issuance and sale of
the Shares will not (a) result in any such violation, or (b) be in conflict with
or constitute a default under any such term, or (c) result in the creation of
any mortgage, pledge, lien, encumbrance or change upon any of the properties or
assets of the ACQUIRED COMPANY pursuant to any such term

     

    3.08  Title to Stock.
Seller is the sole record and beneficial owner of the Acquired Company Shares
and has sole dispositive authority with respect to the Stock. Seller has not
granted any person a proxy with respect to the Acquired Company Shares that has
not expired or been validly withdrawn. The sale and delivery of the Acquired
Company Shares to Buyer pursuant to this Agreement will vest in Buyer legal and
valid title to the Acquired Company Shares, free and clear of all liens,
security interests, adverse claims or other encumbrances of any character
whatsoever ("Encumbrances") (other than Encumbrances created by Buyer and
restrictions on re-sales of the Acquired Company Shares under applicable
securities laws).

     

    3.09  Organization and
Standing. ACQUIRED COMPANY is and will at the time of Closing be a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Washington and will have all requisite corporate power and
authority to carry on its business as proposed to be conducted.

     

    3.10  Litigation. ACQUIRED
COMPANY is not a party to any suit, action, arbitration, or legal,
administrative, or other proceeding or pending governmental investigation. To
the best of ACQUIRED COMPANY'S knowledge, there is no basis for any such action
or proceeding, and no such action or proceeding is threatened against ACQUIRED
COMPANY. ACQUIRED COMPANY is not subject to or in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.

     

    3.11  Conduct of Business.
Prior to the Closing, ACQUIRED COMPANY shall not (i) amend its Certificate of
Incorporation or Bylaws, (ii) declare dividends or redeem or sell stock or other
securities, except as part of completing this transaction, (iii) incur any
liabilities, (iv) acquire any assets, enter into any contract, or guarantee
obligations of any third party, or (v) enter into any other transaction without
notification in writing to the Company.

     

     

    
      
         

      

      
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    3-12    Truth of
Representations, All of these representations shall be true as of the
Closing and shall survive the Closing for a period of one year.

    


     

    ARTICLE
IV THE CLOSING

     

    4.01  Closing. The Closing
of this transaction will occur when all of the documents and consideration
described below have been delivered to each party. Unless the Closing of this
transaction takes place by April 30, 2010, or such other date mutually agreed
to, either part)' may terminate this Agreement.

     

    4.02  Conditions to
Closing. The obligations of the Buyer to purchase the Shares at the
Closing are subject to the fulfillment to its satisfaction, on or prior to the
Closing, of the following conditions, any of which may be waived in accordance
with the provisions of subsection 14 hereof.

    


     

    a.           Representations
and Warranties Correct; Performance of Obligations. The representations
and warranties made by the ACQUIRED COMPANY and Seller in Section 3 hereof
shall be true and correct when made and at the Closing. The ACQUIRED
COMPANY'S
business and assets shall not have been adversely affected in any material way
prior to
the Closing. The ACQUIRED COMPANY shall have performed in all material
respects
all obligations and conditions herein required to be performed or observed by it
on or prior to
the Closing.

    


     

    b.           Consents
and Waivers. The ACQUIRED COMPANY shall have obtained in a timely
fashion and all consents, permits and waivers necessary or appropriate for
consummation
of the transactions contemplated by this Agreement.

     

    4.02    
Documents to be
Delivered at Closing. The following documents, in form reasonably
acceptable to the parties, shall be delivered:

    


     

    4.02.1            Document to be Delivered by
Company:

     

    (i)          Certificate
of Incorporation, as amended;

    (ii)         Bylaws,
as amended; and

    (iii)        Board
Resolutions approving this transaction.

    (iv)        3Million
Restricted Common Shares to Seller

    (v)         750,000
Preferred Shares to Seller

    


    


    4.02.2           Document to be Delivered by
ACQUIRED COMPANY and Seller:

     

    (vi)         Certificate
of Incorporation, as amended;

    (vii)         Bylaws,
as amended; and

    (viii)        Board
Resolutions approving this transaction.

    


    


    


    ARTICLE
V

     

     

    
      
         

      

      
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    REMEDIES

     

    5.01  Arbitration. Any
controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in New York in accordance with the Rules of the American Arbitration Association
then existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.

     

    5.02  Payment Default
Clause. Failure or delay to complete any payment or exchange within
thirty (30) days of the closing of this definitive Agreement, as described in
Article 1.02 of this Agreement, shall result in the termination of this
Agreement. Upon such termination, all shares exchanged will be returned to the
original parties, where each party will bear its own cost in
reversion.

     

    5.03  Other Remedies. The
forgoing indemnification provision is in addition to, and not derogation of, any
statutory, equitable or common law remedy any party may have for breach of
representation, warranty, covenant or agreement.

    


     

    ARTICLE
VI MISCELLANEOUS

     

    6.01  Captions and
Headings. The article and paragraph headings throughout this Agreement
are for convenience and reference only, and shall in no way be deemed to define,
limit, or add to the meaning of any provision of this Agreement.

     

    6.02  No Oral Change. This
Agreement and any provision hereof may not be waived, changed, modified, or
discharged orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, or discharge is
sought.

     

    6.03  Non Waiver. Except as
otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and (i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants, or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or conditions,
(ii) the acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition, or
provision hereof shall not be deemed a waiver of such breach or failure, and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.

     

    6.04  Entire Agreement.
This Agreement, including any and all attachments hereto, if any, contains the
entire Agreement and understanding between the parties hereto and supersedes all
prior agreements and understandings, whether written or oral.

     

    6.05  Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable to all
parties as originals.

     

    6.06  Notices. All notices,
requests, demands, and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third
day after mailing if faxed to and then mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, or on
the second day if faxed, and properly addressed or faxed as
follows:

     

     

    
      
         

      

      
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           IF TO ACQUIRED
COMPANY:

     

           Bill
Wright

           Infrared Systems
Internationa

           4550 NW Newberry Hill
Road. Suite 202. Silverdale. Washington 98383

           Facsimile:
360-692-2798

    


     

    IF TO
COMPANY:

     

    To the
Address specified above attn: Bill Wright

    


     

    IF TO SELLER:
Propalms. Inc.

     

    Unit
4

    Park Farm
Courtyard

    Easthorpe
Mallon

    North
Yorkshire Y017 6QX

    United
Kingdom

    Facsimile:
+44 (0)1653 693040

     

    6.07  Binding Effect. This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.

     

    6.08  Effect of Closing.
All representations, warranties, covenants, and agreements of the parties
contained in this Agreement, or in any instrument, certificate, opinion, or
other writing provided for in it. shall be true and correct as of the closing
and shall survive the Closing of this Agreement for a period of one
year.

     

    6.09  Mutual Cooperation.
The parties hereto shall cooperate with each other to achieve the purpose of
this Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein.

     

    6.10  Counterpart
Signatures. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart, hi the event that any signature is delivered by
facsimile transmission, such signature shall create a v alid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

     

    6.11  Severability. In case
any one or more of the provisions of this Agreement shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision, which shall be a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this
Agreement.

     

     

     

    
      
         

      

      
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    6.12  Amendments and
Waivers. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and cither retroactively or prospectively), only with the written
consent of Seller and the Buyer. No delay or omission to exercise any right,
power, or remedy accruing to Buyer, upon any breach, default or noncompliance of
Seller under this Agreement shall impair any such right, power, or remedy, nor
shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. All remedies, either under this Agreement,
by law, or otherwise afforded to Buyer, shall be cumulative and not
alternative.

     

    6.13  Further Assurances.
From and after the date of this Agreement, upon the request of the Buyer or
Seller, Buyer and Seller shall execute and deliver such instruments, documents
or other writings as may be reasonably necessary or desirable to confirm and
carry out and to effectuate fully the intent and purposes of this
Agreement.

     

    6.14  Finder's Fees and Other
Fees.

     

    a.           The
ACQUIRED COMPANY (i) represents and warrants that it has retained no finder or
broker in connection with the transactions contemplated by this Agreement, and
(ii) hereby agrees to indemnify and to hold Buyer harmless from and against any
liability for commission or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of defending against
such liability or asserted liability) for which the ACQUIRED COMPANY, or any of
its employees or representatives, is responsible.

     

    b.           The
Buyer (i) represents and warrants that the Buyer has retained no finder or
broker in connection with the transactions contemplated by the Agreement, and
(ii) hereby agrees to indemnify and to hold the ACQUIRED COMPANY harmless from
and against any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or assessed liability) for which such Buyer
is responsible.

    


     

    c.           The
Seller (i) represents and warrants that the Seller has retained no finder or
broker in connection with the transactions contemplated by the Agreement, and
(ii) hereby agrees to indemnify and to hold the ACQUIRED COMPANY harmless from
and against any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or assessed liability) for which such Seller
is responsible.

    


     

    6.15           Attorney's.
All parties acknowledge and agree that: (a) the parties are executing this
Agreement voluntarily and without any duress or undue influence; (b) the parties
have carefully read this Agreement and have asked any questions needed to
understand the terms, consequences, and binding effect of this Agreement and
fully understand them; and (c) the parties have sought the advice of an attorney
of their respective choice if so desired prior to signing this
Agreement.

     

    


    
      
         

      

      
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11

        
          

        

      

      
         

      

    

     

    In
witness whereof, this Agreement has been duly executed by the parties hereto as
of the date first above written;

    


     

    Signatures:
Propalms. Inc.

    


     
  /s/ ROBERT
ZYSBLAT

         

    Robert
Zysblal. CEO

    Infrared
Systems International

    


     

    William M
Wright. CEO Focus Systems. Inc.

    


    


     

    William
M. Wright. President

     

     

    
 

    
      
         

      

      
        Page 10
of 11

        
          

        

      

      
         

      

    

    


     

    In
witness whereof, this Agreement has been duly executed by the parties hereto as
of the date first above written.

    


     

    Signatures:
Propalms, Inc.

    


    


     

    Robert
Zysblat, CEO

     

    


    /s/
WILLIAM M. WRIGHT

    Infrared
Systems International

    William
M. Wright, CEO

     

    Focus
Systems, Inc.

     

     

    /s/ WILLIAM M. WRIGHT

    William
M. Wright, President

    


    


    


     



    
      
         


      

      
        Page 11
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    EXHIBIT
A

    


     

    ASSETS

    


     

    All
equipment consisting of servers, computers, routers, phones, peripherals, and
furniture located at Silverdale, Washington Data Center, Tacoma, Washington Data
Center, and Silverdale, Washington office.

     

    Websites
and domains, including focussystems.net,
focus-sys.com,
focusconnex.com,
focusconnex.net,
focusconnex.biz.

    


     

    Existing
phone numbers, bank accounts, and customer lists.

    All other
assets, accounts receivable, and cash identified on 4/19/2010 Balance
Sheet.

    LIABILITIES

     

    All
liabilities identified on 4/19/2010 Balance Sheet.


    
      
        
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