EXHIBIT 10.1

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

     This Agreement for Purchase and Sale Of Assets ("Agreement") is entered
into and effective as of October 20, 2004 at San Diego, California, by and
between The Mobile Solution Corporation, a Delaware corporation, having its
principal business address located at 1660 Hotel Circle North, Suite 500, San
Diego, CA 92108 ("Buyer") and AxcessMobile, LLC, a California limited liability
company, having its principal business address located at 5880 Pacific Center
Blvd., San Diego, California 92121 ("Seller").

         Buyer desires to purchase from Seller and Seller desires to sell to
     Buyer, on the terms and subject to the conditions of this agreement, the
assets of Seller described in Section 1 below in exchange for the consideration
described in Section 2 below. In consideration of the mutual covenants,
agreements, representations, and warranties contained in this Agreement, the
parties agree as follows:

     1. Sale of Assets. Subject to the terms and conditions set forth in this
Agreement, Seller will sell, convey, transfer, assign, and deliver to Buyer, and
Buyer will purchase from Seller, the assets of Seller consisting of kiosks and
related trade fixtures and equipment together with all right, title and interest
held by Seller pursuant to those certain Tenancy Agreements with respect to each
of the six (6) kiosk locations in Westfield Shoppingtown Centers as further
described in Exhibit A, attached hereto and incorporated herein ("Tenancy
Agreements") (all of which are sometimes collectively referred to as the
"Assets") on or before the closing date.

     2. Purchase Price.

        2.1 As payment for the transfer of the Assets to Buyer, Buyer shall
deliver a cashier's check payable to the order of Seller in the amount of One
Hundred Fifty Thousand Dollars ($150,000.00) ("Purchase Price") upon the
execution of this Agreement.

        2.2 As further security for Buyer's performance hereunder, Buyer shall
deliver an amount equal to $95,044.00 ("Security Deposit") to an escrow ("Escrow
Holder") to be mutually agreed upon between the parties with Escrow Instructions
mutually agreed upon between the parties. The purpose of the Security Deposit
will be to secure Buyer's performance of its obligations under the Tenancy
Agreements. The parties contemplate that a "holding escrow" will be required
with an appropriately bonded escrow company, such as Allsion-McCloskey Escrow
Company. Although the parties intend for escrow instructions to be the same as
or similar to the language set forth in this Section 2.2 regarding the release
of funds by Escrow Holder from the Security Deposit, it is understood and agreed
that Escrow Holder may require materially different escrow instructions before
it will agree to serve as Escrow Holder under this Agreement. The parties agree
to execute and deliver any and all documents and will cause any and all action
to be taken, either before or after the closing date, which may be necessary or
proper to effect or evidence the Security Deposit, the appointment of Escrow
Holder, and the preparation and execution of Escrow Instructions.

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The Security Deposit shall be held by Escrow Holder in an interest bearing
account. The Security Deposit shall be allocated to the Tenancy Agreements in
accordance with the allocations set forth in Exhibit A. Subject to the
conditions of this Section 2.2, there shall be six (6) separate releases to
Buyer from the Security Deposit by Escrow Holder. The amount of each release
shall be the amount allocated in Exhibit A to each Tenancy Agreement ("Specific
Tenancy Release"). A Specific Tenancy Release shall occur upon the termination
date of each Tenancy Agreement as set forth in Exhibit A. However, I in the
event of a default by Buyer, defined as a failure by Buyer to pay Landlord
either rent or other monetary obligation as required under that specific Tenancy
Agreement ("Monetary Default"),, as noticed by Landlord under the provisions of
any such Tenancy Agreement ("Notice of Default"), then Escrow Holder, upon
receipt of such Notice of Default, shall immediately send to Seller and Buyer by
fax and by U.S. Postal Service prepaid mail a photocopy of the Notice of
Default. Buyer shall have ten (10) calendar days to cure the Monetary Default as
set forth in the Notice of Default. If the Monetary Default is not cured by
Buyer on or before 5:00 p.m. at the end of the tenth day, then Escrow Holder
shall release to Seller the amount of the Monetary Default set forth or
described in the Notice of Default less any amounts paid by Buyer to cure the
Monetary Default, but in no event more that the amount of the Security Deposit
allocated in Exhibit A to the Tenancy Agreement that is the subject of such
Notice of Default. After such release to Seller, if there is any amount
remaining in the Security Deposit at the termination of the specific Tenancy
Agreement to which such amount is allocated in Exhibit A, the remaining amount
shall be released to Buyer upon the termination date of such Tenancy Agreement
as indicated on Exhibit A; provided, there are no outstanding Monetary Defaults
remaining uncured thereunder. In the event Escrow Holder releases any amounts of
the Security Deposit to Seller because of an alleged Monetary Default that is
the result of Landlord error or because Landlord was not timely in its delivery
of a writing to Escrow Holder evidencing the Monetary Default was partially or
completely cured ("Landlord Error"), Seller shall immediately return to Escrow
Holder all amounts received from Escrow Holder in connection with Landlord
Error. Evidence of a partial payment or cure by Buyer of the Monetary Default
shall be effective only if it is in writing from the Landlord. Notwithstanding
the foregoing, should Landlord execute a document which states that $5,000.00
("$5,000") of Seller's tenant security deposit regarding the Tenancy Agreement
for Westfield Shoppingtown Plaza Camino Real Space No. 9017 has been transferred
to Buyer as part of or in connection with the assignment of the Tenancy
Agreements ("Transfer of $5,000 Deposit Document"), Escrow Holder shall release
to Seller $5,000 from the Security Deposit upon delivery to Escrow Holder by
Seller of the Transfer of $5,000 Deposit Document. However, in the event the
Transfer of $5,000 Deposit Document is not delivered to Escrow Holder on or
before May 1, 2005, Escrow Holder shall be under no obligation to release the
$5,000 to Seller, and Escrow Holder shall release the $5,000 to Buyer upon the
termination date of the Tenancy Agreement for Westfield Shoppingtown Plaza
Camino Real Space No. 9017, and Buyer shall assign any right to said $5,000 owed
to Seller by Landlord. All escrow fees charged by Escrow Holder shall be paid by
Buyer.

        2.3 The Purchase Price will be allocated to the Assets in accordance
with the itemized amounts, set forth and adjacent to the Assets appearing on
Exhibit A. Each of the parties shall report this transaction for federal and
state income tax purposes consistent with and in accordance with this allocation
of the Purchase Price.

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        2.4 In Addition to the Purchase Price, Buyer shall pay (i) all sales and
use taxes arising directly out of this transaction, if any, and (ii) Personal
Property taxes with respect to the Assets, if any, prorated as of the closing
date. Buyer shall not be responsible or liable for any business, occupation,
withholding or similar tax, or any taxes of any other type, arising in
connection with the Seller's operation of the Assets.

     3. Contracts Assumed By Buyer. Buyer will assume all of Seller's
obligations under the contracts with respect to the ADT security system and
monitoring, the DSL line and telephone phone lines. It is expressly understood
and agreed that Buyer will not be liable for any of the obligations or
liabilities of Seller of any kind other than those specifically assumed by Buyer
under this Agreement. Notwithstanding the above, all contractual obligations and
claims of thirds parties arising out of or relating to the operation of the
Assets by Seller prior to the closing date except for those specific obligations
set forth above in this Section 3, shall remain the obligation of Seller no
matter when such obligations or claims are asserted by a third parties, and all
leasehold obligations relating to the Tenancy Agreements prior to the closing
date shall remain the obligation of Seller no matter when such obligations are
asserted by the Landlord.

     4. Representations and Warranties of Seller. Seller warrants that:

        4.1 Seller is a Seller duly organized, validly existing, and in good
standing under the laws of California and has all necessary powers to own the
Assets;

        4.2 The Tenancy Agreements between Westfield Shoppingtown Centers and
Seller previously delivered to Buyer are true, complete and correct copies of
such agreements. The Tenancy Agreements are valid and in full force, and there
are no defaults or events that with notice, lapse of time, or both would
constitute defaults under any such Tenancy Agreements.

        4.3 Seller has good and marketable title to the tangible personal
property owned by, in the possession of, or used by Seller constituting the
Assets. All such Assets are free and clear of restrictions on or conditions to
transfer or assignment, and of mortgages, liens, pledges, charges, encumbrances,
equities, claims, easements, rights of way, covenants, conditions, or
restrictions, except for the lien of current taxes not yet due and payable.
Seller is not in default or in arrears in any material respect under any of the
Tenancy Agreements. Except for the foregoing representations and warranties, the
Assets are sold "as-is, where-is" without warranty of any kind whatsoever.

        4.4 Seller has the right, power, legal capacity, and authority to enter
into and perform their respective obligations under this agreement, and no
approvals or consents of any persons other than Seller are necessary in
connection with it. The execution and delivery of this agreement by Seller has
been duly authorized by Seller.

        4.5 None of the warranties made by Seller contains or will contain any
untrue statement of a material fact, or omits to state a material fact necessary
to prevent the statements from being misleading.

     5. Covenants of Seller. Seller covenant with Buyer that from the date of
this agreement until the delivery of the Assets to Buyer:

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        5.1 All warranties of Seller set forth in this agreement and in any
written statements delivered to Buyer by Seller under this Agreement will be as
true and correct on the closing date as if made on that date.

     6. Covenants of Buyer. Buyer covenants with Seller that from the date of
this agreement until the closing date:

        6.1 Unless and until the delivery of the Assets to Buyer has been
consummated, Buyer will hold in strict confidence, and will not use to the
detriment of Seller, all data and information with respect to the business of
Seller obtained in connection with this transaction or agreement. If the
transactions contemplated by this agreement are not consummated, Buyer will
return to Seller all that data and information that Seller may reasonably
request, including worksheets, test reports, manuals, lists, memoranda, and
other documents prepared by or made available to Buyer in connection with this
transaction.

        6.2 Buyer will use its best efforts to assist Seller in obtaining the
consent of all necessary persons and agencies to the assignment and transfer to
Buyer of the Assets, and agreements to be assigned and transferred under the
terms of this agreement.

        6.3 In the event that Landlord disapproves the assignment of any of the
Tenancy Agreements for any of the six (6) kiosk locations for any reason (or no
reason)("Assignment Disapproval"), this transaction shall automatically unwind,
and all money paid to Seller by Buyer and all money released to Seller by Escrow
Holder shall be completely returned to Buyer within ten (10) calendar days from
the date that Landlord gives written notice of Assignment Disapproval.

     7. Buyer's Conditions. The obligations of Buyer to purchase the Assets
under this Agreement are subject to the satisfaction, on or before the closing
date, of all the conditions set out below in this Article Seven. Buyer may waive
any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition constitutes a waiver by
Buyer of any of its other rights or remedies, at law or in equity, if Seller are
in default of any of their representations, warranties, or covenants under this
Agreement.

        7.1 Except as otherwise permitted by this Agreement, all warranties by
the Seller in this Agreement, or in any written statement that will be delivered
to Buyer under this agreement, must be true on the closing date as though made
at that time.

        7.2 On or before the closing date, Seller will have performed,
satisfied, and complied with all covenants, agreements, and conditions required
of any of them by this Agreement.

        7.3 All necessary agreements and consents of any parties to the
consummation of the transactions contemplated in this Agreement, or otherwise
pertaining to the matters covered by it, will have been obtained by Seller and
delivered to Buyer.

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     8. Intentionally Omitted.

     9.  Transfer. The transfer of the Assets by Seller to Buyer will take place
at each of the respective locations described in the Tenancy Agreements, on or
before November 1, 2004 at 10:00 a.m., or such other time and place as Buyer and
Seller may agree to in writing. That date, or if that date is advanced or
postponed under this Section, then the date to which it is advanced or
postponed, is called the closing date.

         9.1 At the closing date, Seller must deliver or cause to be delivered
to Buyer:

             (a) Assignment of the Tenancy Agreements, properly executed by
Seller;

             (b) Instruments of assignment and transfer of the other Assets of
Seller;

             (c) Kiosks in broom swept clean condition and substantially in the
same condition as of the date of this Agreement.

         9.2 Simultaneously with the consummation of the transfer, Seller,
through its officers, agents, and employees, will put Buyer into sole, exclusive
and unrestricted possession of the Assets to be conveyed and transferred by this
agreement.

         9.3 Seller, at any time before or after the closing date, will execute,
acknowledge, and deliver any further deeds, assignments, conveyances, and other
assurances, documents, and instruments of transfer, reasonably requested by
Buyer, and will take any other action consistent with the terms of this
agreement that may reasonably be requested by Buyer for the purpose of
assigning, transferring, granting, conveying, and confirming to Buyer, or
reducing to possession, any or all property to be conveyed and transferred under
this agreement. If requested by Buyer, Seller will prosecute or otherwise
enforce in its own name for the benefit of Buyer any claims, rights, or benefits
that are transferred to Buyer under this agreement and that require prosecution
or enforcement in Seller's name. Any prosecution or enforcement of claims,
rights, or benefits under this Section will be solely at Buyer's expense, unless
the prosecution or enforcement is made necessary by a breach of this agreement
by any of the Seller.

         9.4 Upon the closing date, Buyer must deliver to Seller the bank
cashier's check in the amount Purchase Price.

     10. Seller' Indemnification. Seller agrees to indemnify and hold Buyer
harmless at all times after the date hereof against and in respect of:

         (a) Any and all losses, damages, liabilities or deficiencies resulting
from any misrepresentation, breach of warranty, or non-fulfillment of any
representation, covenant or agreement of Seller under this Agreement, and from
any misrepresentation in, or omission from, any certificate or other instrument
furnished or to be furnished to Buyer, including, without limitation, any
liability or alleged liability for federal, state and/or local income, sales
and/or employment taxes or withholdings of Seller on account of Seller's
operation of the Assets;

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         (b) Any claims of any nature whatsoever arising in any manner out of
any alleged liability or obligation of Seller which may be asserted or
threatened against Buyer by reason of its acquisition of the Assets pursuant to
this Agreement;

         (c) Any claims for taxes, whether federal, state, local, sales,
employment or otherwise arising out of audits of Seller or on account of
Seller's operation of the Assets;

         (d) Any claims against Buyer arising out of Seller's breach of any of
its representations and warranties under this Agreement; and,

         (e) Any and all actions, suits, proceedings, demands, assessments,
judgments, costs, expenses and legal fees incident to any of the foregoing
and/or arising on account of the Seller's operation of the Assets.

         10.1 Buyer will promptly notify Seller of the existence of any claim,
demand, or other matter to which Seller' indemnification obligations would
apply, and will give them a reasonable opportunity to defend the same at their
own expense and with counsel of their own selection; provided that Buyer will at
all times also have the right to participate fully in the defense at its own
expense. If, within a reasonable time after this notice, Seller fail to defend,
Buyer will have the right, but not the obligation, to undertake the defense of,
and to compromise or settle (exercising reasonable business judgment), the claim
or other matter on behalf and at the risk of Seller. If the claim is one that
cannot by its nature be defended solely by Seller (including any federal or
state tax proceeding), Buyer will make available all information and assistance
that Seller may reasonably request.

     11. Buyer's Indemnification. Purchaser agrees to indemnify and hold Seller
harmless at all times after the date hereof against and in respect of:

         (a) Any and all losses, damages, liabilities or deficiencies resulting
from any misrepresentation, breach of warranty, or non-fulfillment of any
representations, covenant or agreement of Purchaser under this Agreement, and
from any misrepresentation in, or omission from, any instrument furnished or to
be furnished to Seller, including without limitation, any liability or alleged
liability for federal, state, and/or local income, sales and/or employment taxes
or withholdings of Purchaser on account of Purchaser's operation of the Store;

         (b) Any claims of any nature whatsoever arising in any manner out of
any alleged liability or obligation of Purchaser which may be asserted or
threatened against Seller by reason of its disposition of the Assets pursuant to
this Agreement;

         (c) Any claims for taxes, whether federal, state, local, sales,
employment or otherwise arising out of audits of Purchaser or on account of
Purchaser's operation of the Store;

         (d) Any claims against Seller arising out of Purchaser's breach of any
of its representations and warranties under this Agreement; and,

         (e) Any and all actions, suits, proceedings, demands, assessments,
judgments, costs, expenses and legal fees incident to any of the foregoing
and/or arising on account of Purchaser's operation of the Assets, including
without limitation any obligations arising out of or with respect to the Tenancy
Agreements, or any of them.

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         Notwithstanding the above, Buyer's indemnification excludes any claims,
actions, or demands that arise from or relate to the operation of the Assets
prior to the closing date.

     12. Brokers' Commisions. Each party warrants that it has dealt with no
broker or finder in connection with any transaction contemplated by this
agreement, and, as far as it knows, no broker or other person is entitled to any
commission or finder's fee in connection with any of these transactions.

         12.1 Seller and Buyer each indemnify and hold harmless one another
against any loss, liability, damage, cost, claim, or expense incurred by reason
of any brokerage commission or finder's fee alleged to be payable because of any
act, omission, or statement of the indemnifying party.

     13. Cooperation In Preparing Agreement. The parties acknowledge that they
have cooperated and participated in the drafting of this Agreement and all
related documents. Each party will pay all costs and expenses incurred or to be
incurred by it in negotiating and preparing this agreement and in closing and
carrying out the transactions contemplated in this agreement.

         14. Rules of Construction.

             14.1 The subject headings of the sections, paragraphs and
subparagraphs of this agreement are included for convenience only and will not
affect the construction or interpretation of any of its provisions.

             14.2 Unless the context clearly requires otherwise:

                  (a) Plural and singular numbers will each be considered to
include the other;

                  (b) The masculine, feminine, and neuter genders will each be
considered to include the others;

                  (c) "Shall," "will," "must," "agree," and "covenants" are each
mandatory;

                  (d) "May" is permissive;

                  (e) "Or" is not exclusive; and

                  (f) "Includes" and "including" are not limiting.

     15. Entire Agreement. This agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and

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understandings of the parties. No supplement, modification, or amendment of this
agreement will be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this agreement will be considered, or will
constitute, a waiver of any other provision, and no waiver will constitute a
continuing waiver. No waiver will be binding unless executed in writing by the
party making the waiver.

     16. Counterparts. This agreement may be executed simultaneously in one or
more counterparts, each of which will be considered an original, but all of
which together will constitute one and the same instrument.

     17. Successors and Assigns. This agreement will be binding on, and will
inure to the benefit of, the parties to it and their respective heirs, legal
representatives, successors, and assigns. No such assignment by Buyer will
relieve Buyer of any of its obligations or duties under this agreement.

     18. Arbitration. Any controversy or claim arising from or relating to this
agreement, or its making, performance, or interpretation, will be settled by
private arbitration in San Diego under the commercial arbitration rules of the
American Arbitration Association then existing. Judgment on the arbitration
award may be entered in any court having jurisdiction over the subject matter of
the controversy.

     19. Attorneys Fees. If any legal action, arbitration, or other proceeding
is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or parties will
be entitled to recover reasonable attorney fees and other costs incurred in that
action or proceeding, in addition to any other relief to which they may be
entitled.

     20. Termination. If either Buyer or Seller materially default in the due
and timely performance of any of their warranties, covenants, or agreements
under this Agreement, the nondefaulting party or parties may on the closing date
give notice of termination of this agreement, in the manner provided in Section
22. The notice will specify with particularity the default or defaults on which
the notice is based. The termination will be effective five days after the
closing date, unless the specified default or defaults have been cured on or
before five days after the closing date.

     21. Representations and Warranties. No representations or warranties
whatever are made by any party except as specifically set forth in this
Agreement, or in an instrument, certificate, opinion, or other writing provided
for in this agreement. All statements contained in any of these instruments,
certificates, opinions, or other writings will be considered to be warranties
under this Agreement. The representations, warranties, and indemnities made by
the parties in this Agreement or in instruments, certificates, opinions, or
other writings provided for in the covenants and agreements to be performed or
complied with by the respective parties under it before the closing date, will
be continuing and will survive the Closing. Nothing in this Section will affect
the obligations and indemnities of the parties with respect to covenants and
agreements contained in this Agreement that are permitted to be performed, in
whole or in part, after the closing date.

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     22. Notices. All notices, requests, demands, and other communications under
this agreement must be in writing and will be considered 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 second day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:

         To Seller:                Joseph Ram, Manager
                                   AxcessMobile, LLC
                                   5880 Pacific Center Blvd
                                   San Diego, California 92121
                                   Fax No.: 866-457-0372

         To Buyer:                 John McEvoy, President
                                   Kevin DeHaan, Treasurer
                                   The Mobile Solution
                                   1660 Hotel Circle North, Suite 500
                                   San Diego, CA 92108
                                   Fax No.: 619-297-1877

         22.1 Any party may change its address for purposes of this Section by
giving the other parties written notice of the new address in the manner set
forth above.

     23. Governing Law. This agreement will be construed in accordance with, and
governed by, the laws of the State of California as applied to contracts that
are executed and performed entirely in California.

     24. Severability. If any provision of this agreement is held invalid or
unenforceable by any court of final jurisdiction, it is the intent of the
parties that all other provisions of this agreement be construed to remain fully
valid, enforceable, and binding on the parties.

     IN WITNESS WHEREOF, the parties to this agreement have duly executed it on
the day and year first above written.

                                            SELLER:
                                            AxcessMobile, LLC

                                            By:  /s/  Yair Abed
                                               -------------------------------
                                                      Yair Abed, Manager

                                            BUYER:
                                            The Mobile Solution Corporation

                                            By:  /s/  Kevin DeHaan
                                               -------------------------------
                                                      Kevin DeHaan, Treasurer

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<PAGE>

Exhibit A - Tenancy Agreements


                                   EXHIBIT "A"

TENANCY AGREEMENTS AND KIOSK LOCATIONS:

Westfield Shoppingtown Plaza Bonita Space No. 9006:
Purchase Price Allocation:          $
Term and Annual Lease Rate:
Thru January 31, 2005               $110,000.00
February 1, 2005- January 31, 2006          $113,300.00
February 1, 2006- January 31, 2007          $116,699.00
February 1, 2007- January 31, 2008  $120,200.00
Termination Date: January 31, 2008
Security Deposit Allocation:        $  18,333.00

Westfield Shoppingtown Parkway Plaza Space No. 9028:
Purchase Price Allocation:          $
Term and Annual Lease Rate:
Thru January 31, 2005               $100,000.00
February 1, 2005- January 31, 2006          $103,000.00
February 1, 2006- January 31, 2007          $106,090.00
February 1, 2007- January 31, 2008  $109,273.00
Termination Date: January 31, 2008
Security Deposit Allocation:        $  16,667.00

Westfield Shoppingtown Parkway Plaza Space No. 9011:
Purchase Price Allocation:          $
Term and Annual Lease Rate:
Thru January 31, 2005               $90,000.00
February 1, 2005- January 31, 2006          $92,700.00
February 1, 2006- January 31, 2007          $95,481.00
February 1, 2007- January 31, 2008  $98,345.00
Termination Date: January 31, 2008
Security Deposit Allocation:        $15,000.00

Westfield Shoppingtown North County Fair Space No. 9007:
Purchase Price Allocation:          $
Term and Annual Lease Rate:
Thru January 31, 2006               $  96,000.00
February 1, 2006- January 31, 2007          $  98,880.00
February 1, 2007- January 31, 2008          $101,847.00
Security Deposit Allocation:        $  16,000.00

Westfield Shoppingtown Plaza Camino Real Space No. 9008:
Purchase Price Allocation:          $
Term and Annual Lease Rate:
Thru January 31, 2005               $100,000.00
February 1, 2005- January 31, 2006          $103,000.00
February 1, 2006- January 31, 2007          $106,090.00
February 1, 2007- June 31, 2007             $109,273.00
Termination Date: January 31, 2007
Security Deposit Allocation:        $  16,667.00

Westfield Shoppingtown Plaza Camino Real Space No. 9017: (Seller's $5,000
deposit held by Landlord) Purchase Price Allocation:          $
Term and Annual Lease Rate:

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EXHIBIT A - Continued

Thru June 30, 2005                  $74,263.00
Security Deposit Allocation:        $12,377.00
Termination Date: June 30, 2005

Total Security Deposit:                     $ 95,044.00

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