5-20-04
Exhibit 2.8



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                            STOCK PURCHASE AGREEMENT


                                  By and Among


       GOLDEN SANDS INVESTMENT HOLDINGS LTD. as owner of INDIE STUDIOS AB

                             TIGER TELEMATICS, INC.,

                                       And

                              GIZMONDO EUROPE LTD.


                               Dated May 20, 2004



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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I         PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES.............1

     1.1      Sale and Purchase of the Assets..................................1

     1.2      Excluded Assets..................................................2

     1.3      Assumed Liabilities..............................................2

     1.4      Retained Liabilities.............................................2

ARTICLE II        PURCHASE PRICE; CLOSING......................................2

     2.1      Purchase Price...................................................2

     2.2      Price Computation................................................3

     2.3      Closing Time and Place...........................................3

     2.4      Transfer of Title to Acquired Assets; Assumption of Liabilities..3

     a        Employees........................................................3

     b        Collection of Assets.............................................3

ARTICLE III       REPRESENTATIONS AND WARRANTIES OF TARGET.....................3

     3.1      Organization.....................................................4

     3.2      Capitalization and Ownership.....................................4

     3.3      Subsidiaries.....................................................4

     3.4      Authorization and Enforceability.................................4

     3.5      No Conflict; No Violation of Laws or Agreements..................4

     3.6      Financial Statements.............................................5

     3.7      No Undisclosed Liabilities.......................................5

     3.8      Brokerage........................................................6

     3.9      Title to Assets; Liens...........................................6

     3.10     Trade Payables...................................................6

     3.11     Accounts Receivable..............................................6

     3.12     Contracts........................................................6

     3.13     Employee Benefit Plans...........................................7

     3.14     Labor Relations; Employees.......................................7

     3.15     Regulatory Actions or Investigations.............................7

     3.16     Copies of Documents..............................................7

     3.17     Taxes............................................................7

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                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page

     3.18     Inventory........................................................8

     3.19     Absence of Certain Changes.......................................8

     3.20     Intellectual Property...........................................10

     3.21     Trade Secrets and Customer Lists................................10

     3.22     Litigation......................................................11

     3.23     Compliance with Laws............................................11

     3.24     Product Warranty................................................12

     3.25     Product Liability...............................................12

     3.26     Powers of Attorney..............................................12

     3.27     Authorizations..................................................12

     3.28     Transactions with Interested Persons............................12

     3.29     Hazardous Materials; Environmental Compliance;
               Disclosure of Environmental Information........................12

     3.30     Backlog.........................................................13

     3.31     Customers, Distributors and Independent Sales Representatives...13

     3.32     Disclosure of Material Information and Potentially
               Adverse Developments...........................................14

ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS..............14

     4.1      Organization....................................................14

     4.2      Authorization and Enforceability................................14

     4.3      No Conflict; No Violation of Laws or Agreements.................14

     4.4      Consents........................................................15

     4.5      Brokerage.......................................................15

ARTICLE V         REPRESENTATION AND WARRANTIES OF BUYER
              15

     5.1      Organization....................................................15

     5.2      Capitalization and Ownership....................................15

     5.3      Subsidiaries....................................................15

     5.4      Authorization and Enforceability................................16

     5.5      No Conflict; No Violation of Laws or Agreements.................16

     5.6      Consents........................................................16

     5.7      Financial Statements............................................16

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                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page

     5.8      No Undisclosed Liabilities......................................17

     5.9      Litigation and Claims...........................................17

     5.10     Brokers.........................................................17

     5.11     Truth and Accuracy of Disclosures...............................17

ARTICLE VI        PRE-CLOSING COVENANTS OF TARGET AND SELLER..................17

     6.1      Conduct of Business.............................................17

     6.2      Authorization from Others.......................................18

     6.3      Breach of Representations and Warranties........................18

     6.4      Consummation of Agreement.......................................19

     6.5      Confidentiality.................................................19

     6.6      No Solicitation of Other Offers.................................19

     6.7      Access, Information, and Documents..............................19

ARTICLE VII       PRE-CLOSING COVENANTS OF BUYER..............................19

     7.1      Consummation of Agreement.......................................19

     7.2      Confidentiality.................................................20

     7.3      Authorization from Others.......................................20

     7.4      Breach of Representations and Warranties........................20

ARTICLE VIII      CONDITIONS TO CLOSING.......................................20

     8.1      Conditions Precedent to Obligations of Buyer....................20

     8.2      Conditions Precedent to the Obligations of Target...............21

ARTICLE IX        TERMINATION.................................................21

    9.1      Termination of Agreement.........................................21

    9.2      Effect of Termination............................................22

ARTICLE X         CERTAIN ADDITIONAL COVENANTS................................22

    10.1     Costs, Expenses, and Transfer Taxes..............................22

    10.2     .................................................................22

ARTICLE XI        INDEMNIFICATION.............................................22

    11.1     Materiality; Survival............................................22

    11.2     Indemnification Rights of Buyer..................................22

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                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page

    11.3     Indemnification Rights of Seller ................................24

    11.4     Indemnification Payments and Dispute Resolution..................24

ARTICLE XII       MISCELLANEOUS...............................................25

    12.1     Notices..........................................................25

    12.2     Successors and Assigns...........................................26

    12.3     Construction.....................................................26

    12.4     Governing Law....................................................24

    12.5     Headings.........................................................27

    12.6     Counterparts.....................................................27

    12.7     Further Assurances...............................................27
    12.8     Course of Dealing................................................27

    12.9     Severability.....................................................27

    12.10    Entire Agreement.................................................27

    Exhibit Definitions.......................................................28
    Exhibits and schedules to purchase agreement..............................






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                            SHARE PURCHASE AGREEMENT


                  This SHARE PURCHASE AGREEMENT (the  "Agreement"),  is made and
entered  into May 20,  2004,  by and among TIGER  TELEMATICS,  INC.,  a Delaware
corporation  ("Buyer's  parent  "),  GIZMONDO  EUROPE,  LTD.  a  United  Kingdom
corporation  ("Buyer "), and Golden Sands Investment  Holdings,  Ltd. ("Seller")
who owns the shares of Indie Studios AB("Target").

                                   BACKGROUND:

                  Buyer  is  a  UK  corporation   engaged  in  the  business  of
                  developing,  manufacturing and marketing automotive telematics
                  products  (the  "Business")  in  Europe  and  a  new  handheld
                  wireless multi entertainment device that focuses on gaming. .

                  Buyer's  parent is a U.S.  publicly  traded  company under the
symbol TIGR that wants to see the  transaction  take place and is down streaming
shares to the subsidiary to implement the transaction.

                  Target is the wholly owned by Golden Sands Investment Holdings
Ltd. and is in the business of  developing  games for consoles and other mediums
of use.

                  Target is engaged in gaming development arena.

                  Buyer  desires  to  purchase  and  Seller  desires to sale the
common  stock of Target on the terms and  conditions  of this  Agreement.  Buyer
specifically  wants the game Colors and other games currently in development and
all related intellectual properties associated with the same whether capitalized
on  the  balance   sheet  or  not.  All   capitalized   (and  as  noted  herein,
uncapitalized)  words  or  expressions  used in this  Agreement  (including  the
Schedules and Exhibits  annexed  hereto) not otherwise  defined  herein have the
meanings  specified in Exhibit A hereto (such meanings to be equally  applicable
to both the singular and plural forms of the terms defined).  This Agreement and
the  agreements  and  instruments  to be executed  and  delivered at Closing are
referred  to  collectively  herein  as  the  "Transaction  Agreements"  and  the
transactions   contemplated  by  the  Transaction  Agreements  are  referred  to
collectively herein as the "Transactions".

                  In consideration of the foregoing, the mutual representations,
warranties  and  covenants  set  forth in this  Agreement,  and for the good and
valuable  consideration,  the sufficiency of which is hereby  acknowledged,  the
parties hereto agree as follows:

                                   ARTICLE I

            PURCHASE OF SHARES, ASSETS AND ASSUMPTION OF LIABILITIES

         1.1      Sale and Purchase of the Assets. Upon the terms and subject to
the conditions contained in this Agreement,  at the Closing,  Target shall sell,
transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire
and accept,  all of Target's right,  title and interest in and to, the shares of

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common  stock of  Target  as set  forth on the  balance  sheet of  Target at the
Closing  Date (the  "Closing  Balance  Sheet")  and any and all  contracts  (the
"Assumed  Contracts")  to which Target is a party  (collectively,  the "Acquired
Assets").  For sake of  clarity,  a true,  correct and  complete  listing of the
assets of Target as of the date of this Agreement,  that would constitute all of
the Acquired Assets if the Closing Date is the same date as the date hereof,  is
set forth on Schedule I hereto.

         1.2      Excluded Assets.  The Acquired Assets shall exclude only those
assets that are not reflected on the Closing Balance Sheet or Schedule I or that
do not consist of Assumed Contracts  (collectively,  the "Excluded  Assets"),  a
true,  correct and complete listing of which as of the date of this Agreement is
set forth on Schedule II hereto.

         1.3      Assumed  Liabilities.  In  addition  to  acquiring  all of the
outstanding common stock of the seller,  Buyer shall assume and discharge of all
the  liabilities  of Target set forth on the Closing  Balance  Sheet,  including
without limitation,  and liabilities arising in respect of the Assumed Contracts
(collectively,  the "Assumed Liabilities"). A true, correct and complete listing
of all liabilities of Target to be assumed by Buyer,  that would  constitute all
of the  Assumed  Liabilities  if the  Closing  Date is the same date as the date
hereof,  and  their  amounts  as of the date of this  Agreement  is set forth on
Schedule III hereto.

         1.4      Retained  Liabilities.  Except  for the  Assumed  Liabilities,
Buyer  shall not  assume,  become  liable for or  obligated  for any of Target's
obligations,  liabilities or indebtedness in respect of the Excluded Assets (all
such liabilities and obligations of Target,  other than the Assumed Liabilities,
the "Retained Executed Liabilities").

                                   ARTICLE II

                             PURCHASE PRICE; CLOSING

         2.1      Purchase  Price. 25 million  restricted  commons shares of the
Buyers  parent to be issued  within 5 days of  closing.  Closing is to be set by
mutual  agreement of the parties but prior to August 30, 2004. An additional 7.5
million restricted shares of the Buyers parent will be issued to seller upon the
competitions  by Target of the Colors game and delivery to the buyer.  A further
7.5  million  restricted  shares  of the  buyers  parent  will  be  issued  upon
completion  of a to be announced  racing game with Jensen Button and delivery to
the parent.

         2.2      Price  Computation.  The price per share as of the date of the
contract  is agreed to be $.31 per share  which is the  closing  price as of the
date of this contract.  All shares are pre-splits or consolidations  and will be
adjusted accordingly.

         2.3      Closing  Time  and  Place.  The  closing  of the  transactions
contemplated by this Agreement (the "Closing") will take place at the offices of
Gizmondo Europe, Ltd., as soon as practicable  following the date hereof on such
date as Target and Buyer shall  agree.  The date on which the Closing  occurs is
hereinafter referred to as the "Closing Date."

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         2.4      Transfer  of  Title  to   Acquired   Assets;   Assumption   of
Liabilities. The sale, assignment,  conveyance, transfer, and delivery by Target
of the  acquired  shares and  associated  Acquired  Assets  shall be made at the
Closing by appropriate bills of sale, assignments,  endorsements, and such other
appropriate  instruments  of  transfer  sufficient  to vest in  Buyer  as of the
Closing  Date  title to the  Acquired  Assets  that are  owned,  and a valid and
assignable  leasehold interest in the Acquired Assets that are leased by Target.
Such instruments of assignment,  conveyance,  and transfer shall include without
limitation  a  bill  of  sale  transferring  title  to  tangible  assets  and an
assignment transferring title to intangible assets. Risk of loss of the Acquired
Assets  shall  pass from  Target to Buyer at  Closing.  Buyer will  execute  and
deliver to Target at the Closing an  Assumption  Agreement  with  respect to the
Assumed  Liabilities  and an Assignment and  Assumption of Lease  Agreement with
respect to each of the real property leases to be assumed.

                  (a)      Employees. Attached hereto as Schedule 5 is a list of
all  employees of Target that are expected to be employed by Buyer  post-closing
(the  "Retained  Employees").  Schedule 5 sets forth the amount of all expenses,
including without limitation accrued vacation,  unpaid expense reimbursement and
accrued salary (collectively,  the "Employment  Expenses") currently owed to the
Retained  Employees.  Target  shall  update  Schedule  55 at  Closing to provide
definitive lists of Retained Employees and Employment Expenses.

                  (b)      Collection  of  Assets.  Subsequent  to the  Closing,
Buyer shall have the right and  authority to collect all  receivables  and other
items transferred and assigned to it by Target hereunder and to endorse with the
name of Target any checks  received  on  account  of such  receivables  or other
items, and Target agrees that it will promptly transfer or deliver to Buyer from
time to time, any cash or other property that Target may receive with respect to
any claims, contracts,  licenses,  leases,  commitments,  sales orders, purchase
orders,  receivables  of any  character  included in the Acquired  Assets or any
other items included in the Acquired Assets.

                                  ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF TARGET

                  Target hereby represents and warrants to Buyer, as of the date
hereof and as of the Closing Date (except as such representations and warranties
may be  amended,  modified  or limited by any of the  matters  disclosed  on any
portion of the List of Schedule (whether specifically identified in this Article
III or  not)  attached  hereto  as  List  of  Schedules  hereto  (the  "List  of
Schedule"), as follows:

         3.1      Organization.  Target is a corporation duly organized, validly
existing, and in good standing under the laws of Sweden certified by the Company
House  and of  Target's  Bylaws,  as  amended  to date,  certified  by  Target's
Director,  are complete and correct and no amendments thereto have been filed or
are pending. Target is and has been at all times in compliance with its Articles
and  Bylaws.  Target is duly  qualified  or  licensed  to conduct  business as a
foreign corporation in and is in good standing in each jurisdiction in which the
nature of business as conducted by Target or the  character and nature of any of
the  Acquired   Assets  make  such   qualification   necessary,   all  of  which
jurisdictions are listed on the List of Schedule.

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         3.2      Capitalization and Ownership.  The authorized capital stock of
Target  consists of 1,000 shares of common stock,  100 crown par value, of which
1,000  shares of common  stock are issued and  outstanding,  giving the Target a
share  capital of 100,000  crown.  The  organization  number of Target is SE 01-
556655-1056  in Sweden.  All of such  issued and  outstanding  shares of capital
stock of Target are owned  beneficially and of record by Golden Sands Investment
Holdings, Ltd. , Inc., have been duly authorized, validly issued, are fully paid
and nonassessable, were not issued in violation of the terms of any agreement or
other  understanding  binding upon Target or any other Person and were issued in
compliance with all applicable  federal and state  securities or "blue-sky" laws
and  regulations.  Except  as set  forth on the List of  Schedule,  there are no
outstanding  securities,   options,   warrants,   rights,   agreements,   calls,
subscription   commitments,   demands,   or   understandings  of  any  character
whatsoever,  fixed or  contingent,  that directly or indirectly (i) call for the
issuance, sale or other disposition of any capital stock of Target and there are
no securities  convertible  into or exchangeable for the stock of Target or (ii)
obligate  Target to grant,  offer or enter  into any of the  foregoing  or (iii)
relate to the voting or control of any  capital  stock of Target.  No person has
any right to require  Target to  register  any  securities  of Target  under the
Securities Act of 1933.

         3.3      Subsidiaries.  Target has no interests, direct or indirect, in
any other Person.

         3.4      Authorization  and  Enforceability.  Seller and Target has all
requisite  corporate  power and authority to execute and deliver the Transaction
Agreements and to perform its  obligations  thereunder.  Target's  execution and
delivery of, and the  performance  of its  obligations  under,  the  Transaction
Agreements  have been duly and validly  authorized  by all  necessary  corporate
action.  This  Agreement  has been,  and upon their  execution  and  delivery by
Target, the other Transaction Agreements will be, duly executed and delivered on
behalf of Target and  constitutes  and will  constitute  the legal,  valid,  and
binding  obligations of Target,  enforceable  against Target in accordance  with
their respective terms subject to general equitable principles and except as the
enforceability  of the  Transaction  Agreements  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or other  similar laws of
general application relating to creditors' rights.

         3.5      No Conflict; No Violation of Laws or Agreements. The execution
and delivery of this  Agreement do not, the  execution and delivery of the other
Transaction  Agreements will not, and the  consummation of the  Transactions and
the compliance  with the terms,  conditions,  and provisions of the  Transaction
Agreements by Target will not:

                  (a)      contravene  any  provision  of  Target's  Charter  or
Bylaws;

                  (b)      conflict  with,  constitute  or result in any breach,
default or violation of (or an event which might, with or without the passage of
time or the giving of notice or both, constitute or result in a breach,  default
or  violation  of)  (i)  any of the  terms,  conditions,  or  provisions  of any
indenture, mortgage, loan, credit agreement, or any other instrument,  contract,
agreement or commitment to which Target is a party, or by which any Target,  any
of Acquired  Assets may be bound or affected,  (ii) any judgment or order of any
Governmental Authority, or (iii) any law, rule or regulation;

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                  (c)      result in the creation or imposition of any Lien upon
any Acquired Assets or give to others any interests or rights therein;

                  (d)      result  in  the  acceleration  of  any  liability  or
obligation of Target (or give others the right to cause such acceleration); or

                  (e)      result in the reduction of, termination of or loss of
any right (or give others the right to cause such a  reduction,  termination  or
loss) under any Assumed Contract

No consent or waiver by,  approval  of, or  designation,  declaration  or filing
with, any Person,  governmental authority or entity (or any department,  agency,
or political  subdivision thereof) is required in connection with the execution,
delivery and performance by Target of the Transaction Agreements.

         3.6      Financial Statements.

                  (a)      Set forth on the List of  Schedule  is (i) a business
plan of the target and a true and  correct  copy of the  unaudited  consolidated
balance  sheet of Target as of March 31, 2004 (the "Target  Financial  Statement
Date") and the related consolidated  statements of income and cash flows for the
fiscal  year  then  ended   (collectively,   the  "Target   Year-End   Financial
Statements"),  and (ii) the unaudited  consolidated  balance sheet of Target and
related statement of income and cash flows as of, and for the month period ended
March 31 30, 2004 (the "Target Interim Statements" and, together with the Target
Year-End Financial Statements, the "Target Financial Statements").

                  (b)      The Target  Business Plan and  Financial  Statements:
(i) were prepared from and are consistent  with the Books and Records of Target,
which Books and Records have been  maintained in  accordance  with all legal and
accounting  requirements  and completely  and  accurately  reflect all financial
transactions of Target,  (ii) were prepared in accordance with GAAP consistently
applied;  and (iii) are correct and  complete and present  fairly the  financial
condition of Target and the results of its  operations  for the periods  covered
by, and as at the dates of, each of the Target Financial  Statements except that
the Target Interim Statements omit footnote  disclosures and do not reflect year
end  adjustments  which will not,  in the  aggregate,  be  material.  The income
statements  included  in the Target  Financial  Statements  do not  contain  any
material items of special or non-recurring  income or other income not earned in
the ordinary course of business except as expressly specified therein.

         3.7      No Undisclosed Liabilities. Except as set forth on the List of
Schedule,  Target does not have any  material  liability  or  obligation  of any
nature,  whether  due or to become  due,  absolute,  contingent,  or  otherwise,
whether direct or indirect, except (a) to the extent reflected as a liability on
the Target Financial  Statements,  or (b) material  liabilities  incurred in the
ordinary course of business (and not in violation of this  Agreement)  since the
Target  Financial  Statement  Date and fully  reflected  as  liabilities  on the
appropriate  books of account (and which will be fully  reflected as liabilities
on the Closing Balance Sheet).

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         3.8      Brokerage.  Neither  Target  nor  anyone  acting  on behalf of
Target has engaged, retained or incurred any liability to any broker, investment
banker,  finder or agent,  made any  agreement  or taken any other  action which
might cause anyone to become  entitled to a broker's fee or commission or agreed
to pay any brokerage fees, commissions, finder's fees or other fees with respect
to or as a result of the Transactions.

         3.9      Title to Assets; Liens.

                  Target has good and  marketable  title to the Acquired  Assets
that are owned and a valid and  assignable  (unless  otherwise  disclosed on the
List of Schedule) leasehold interest in the Acquired Assets that are leased. The
Acquired Assets are free and clear of all mortgages,  liens, security interests,
pledges, charges and other encumbrances,  except for liens for current taxes not
yet due and payable or being contested in good faith by appropriate proceedings,
and such imperfections of title, easements and encumbrances as do not materially
detract from the value of the properties  subject thereto or affected thereby or
otherwise  do not  materially  interfere  with their  present or future use in a
manner  consistent with present  practices or materially impair the operation of
the Business.  The Acquired Assets constitute all of the material assets used to
conduct the Business.

         3.10     Trade  Payables.  All of the trade payables have been incurred
in the ordinary course of the Business and is set forth on the List of Schedule,
which also includes a trade payable aging report.

         3.11     Accounts  Receivable.  A complete and accurate  listing of all
accounts  receivable  of Target  included in the Acquired  Assets as of the date
hereof  accurately  reflecting  the  aging  thereof  is set forth on the List of
Schedule.  All such accounts  receivable are valid and enforceable  claims,  are
subject to no set off or counterclaim and are fully  collectible in the ordinary
course of business.

         3.12     Contracts.  Except for  contracts,  commitments  or agreements
that (i) are described  List of Schedule in the List of Schedule  hereto or (ii)
relate  exclusively  to the  Excluded  Assets and are not to be  assigned  to or
assumed  by  Buyer,  Target  is not a  party  to or  subject  to  any  contract,
commitment  or  agreement  that is material to the  operation  of the  Business.
Copies of all contracts, commitments, plans, agreements or licenses described in
List of  Schedule  in the List of  Schedule  have been  provided to Buyer or its
counsel  prior to the  execution  of this  Agreement  and are true,  correct and
complete,  and  have not  been  subject  to any  amendment,  extension  or other
modification as of the date hereof.  Each contract,  commitment,  plan agreement
and  license  described  List of Schedule in the List of Schedule is binding and
enforceable in accordance with its terms and is in full force and effect without
any default  (other than payment  defaults as noted List of Schedule in the List
of Schedule)  thereunder by Target or, to the knowledge of Target,  by any other
party  thereto (a  "default"  being  defined  for  purposes  hereof as an actual
default or any set of facts  that  would,  upon  receipt of notice or passage of
time, constitute a default),  and except as otherwise set forth List of Schedule
in  the  List  of  Schedule  such  contracts,  commitments  and  agreements  are
assignable by Target

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         3.13     Employee  Benefit Plans.  All employee  benefit plans, as that
term is defined in Section 3(3) of the Employee  Retirement  Income Security Act
of 1974,  as  amended,  ("ERISA"),  currently  maintained  by Target or to which
Target has an  obligation  to  contribute  (the  "Employee  Benefit  Plans") are
described  List of Schedule in the List of  Schedule.  No event has occurred nor
has there been any omission which would result in violation of any laws, rulings
or  regulations  applicable to any Employee  Benefit  Plan.  There are no claims
pending or, to the knowledge of Target,  threatened with respect to any Employee
Benefit  Plan,  other than claims for benefits by  employees,  beneficiaries  or
dependents  arising in the normal course of the operation of any such plan.  All
contributions   (including  all  employer   contributions  and  employee  salary
reduction  contributions)  that are due have  been  paid to each  such  Employee
Benefit Plan. All premiums or other payments for all periods ending on or before
the Closing Date have been paid with respect to each such Employee Benefit Plan.

         3.14     Labor Relations;  Employees.  Target employs  approximately 10
employees and generally enjoys a good employer-employee relationship.  Except as
set forth on the List of Schedule,  Target is not  delinquent in payments to any
of its employees for any wages, salaries,  commissions,  bonuses or other direct
compensation  for any  services  performed  for it to the date hereof or amounts
required to be reimbursed to such employees.  Upon termination of the employment
of Target's employees,  neither Target nor Buyer will by reason of anything done
prior to the Closing be liable to any of such employees for so-called "severance
pay" or any other  payments.  Target  has not  implemented  any  written or oral
policy that would  contravene or  contradict  the  "employment  at will" policy.
Target is in compliance  with all  applicable  laws and  regulations  respecting
labor,   employment,   fair  employment  practices,   terms  and  conditions  of
employment, and wages and hours.

         3.15     Regulatory  Actions  or  Investigations.  Target  is not now a
party to, and has not been apprised or notified of, any regulatory investigation
or proceeding contemplated,  pending or initiated by any federal or state agency
or governmental unit.

         3.16     Copies of Documents.  Target has made available for inspection
and copying by Buyer and its counsel  true and correct  copies of all  documents
referred to in List of Schedule.

         3.17     Taxes.

                  (a)      Definitions. As used herein, "IRC" means the Internal
Revenue Code of 1986, as amended and interpreted by treasury  regulations;  "Tax
Return" means any return, declaration,  report, claim for refund, or information
return or statement  relating to Taxes,  including  any  schedule or  attachment
thereto,  and including any  amendment  thereof;  and "Taxes" means any federal,
state, local, or foreign income, gross receipts,  license, payroll,  employment,
excise, severance, stamp, occupation,  premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding,  social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

                                       7
<PAGE>

                  (b)      Returns  and  Payments.  Target  has  filed  all  Tax
Returns  that it was  required  to file.  All such Tax  Returns  are correct and
complete in all respects.  All Taxes owed by Target (whether or not shown on any
Tax Return)  have been paid.  Target  currently  is not the  beneficiary  of any
extension  of time within  which to file any Tax Return.  No claim has ever been
made by an  authority in a  jurisdiction  where Target does not file Tax Returns
that it is or may be  subject to  taxation  by that  jurisdiction.  There are no
liens,  encumbrances,  or charges against any of the assets of Target that arose
in connection with any failure (or alleged failure) to pay any Tax.

                  (c)      Withholding  Taxes.  Target has withheld and paid all
Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor,  creditor,  shareholder, or other
third party.

                  (d)      Tax Liabilities.  Neither Target, nor any of Target's
officers,  directors,  or employees responsible for Tax matters has knowledge of
any facts that would lead them to expect any authority to assess any  additional
Taxes for any period for which Tax Returns have been filed.  There is no dispute
or claim  concerning any Tax liability of Target either claimed or raised by any
authority  in  writing  or as to  which  any of  target,  Stockholder  or any of
Target's,  officers,  directors,  or employees  responsible  for Tax matters has
knowledge based upon personal contact with any agent of such authority. The List
of Schedule  lists all Tax Returns  filed for taxable  periods ended on or after
December  31,  2000,  indicates  those Tax  Returns  that have been  audited and
indicates  those Tax Returns that currently are the subject of an audit.  Target
has  delivered  to the Buyer  correct and  complete  copies of all Tax  Returns,
examination reports,  closing agreements and statements of deficiencies assessed
against or agreed to by Target since December 31, 2003.  Target has disclosed on
its federal income Tax Returns all positions  taken therein that could give rise
to a substantial  understatement of federal income Tax within the meaning of IRC
Section 6662.

                  (e)      Statute  of  Limitations.  Target  has not waived any
statute of  limitations  in respect of Taxes or agreed to any  extension of time
with respect to a Tax assessment or deficiency.

                  (f)      Affiliated Group.  Target has not been a member of an
affiliated  group filing a consolidated  federal income Tax Return (other than a
group the common  parent of which was Target) and has not incurred any liability
for the Taxes of any other person or entity (other than Target)  under  Treasury
Regulations  Section 1.1502-6 (or similar provision of state,  local, or foreign
law), as a transferee or successor,  by contract, or otherwise.  Target is not a
party to any Tax allocation or sharing agreement.

         3.18     Inventory.  A complete and accurate  listing of the  Inventory
and the pricing thereof is set forth List of Schedule in the List of Schedule.

         3.19     Absence  of  Certain  Changes.   Since  the  Target  Financial
Statement  Date and  except as set forth on the List of  Schedule  there has not
been:

                                       8
<PAGE>

                  (a)      any  operation  of the  Business  out of the ordinary
course of business or any change in the financial condition, properties, assets,
liabilities,  business, prospects or operations of the Business that changes, by
itself or in conjunction  with all other such changes,  or has been or is likely
to materially adversely affect, the Business;

                  (b)      any purchase, sale, license or other disposition,  or
any  agreement or other  arrangement  for the purchase,  sale,  license or other
disposition,  of any part of the Target's  properties or assets  (including  any
patents,  trademarks and copyrights) included in the Acquired Assets, other than
purchases for and sales from inventory in the ordinary course of business;

                  (c)      any payment or  discharge  of a lien or  liability of
Target that is not shown on the Target  Financial  Statements or incurred in the
ordinary course of business thereafter;

                  (d)      any obligation or liability incurred by Target to any
bank, to any officer,  director,  employee or stockholder  of Target,  or, other
than in the ordinary course of business,  to any other individual;  or any loans
or advances made by Target to any officer, director,  employee or stockholder of
Target,  except  for  normal  compensation  and  expense  allowances  payable to
officers or employees;

                  (e)      any  capital  expenditure  by  Target  in  excess  of
$10,000 for any one item included in the Assets;

                  (f)      any contracts relating to the Business, other than in
the  ordinary  course of business of the  Business,  entered into by Target that
obligate  Target for more than  $10,000 with respect to any one contract or more
than $25,000 with respect to the aggregate of all such contracts;

                  (g)      any change in the  accounting  methods  or  practices
followed by Target or any change in  depreciation  or  amortization  policies or
rates theretofore adopted;

                  (h)      any change in the manner in which inventory of Target
used in the Business is marketed or any  increase in inventory  levels in excess
of historical levels for comparable periods;

                  (i)      any   acceleration,   termination,   modification  or
cancellation  of any  agreement,  contract,  lease or  license  relating  to the
Business  (or  series of  related  agreements,  contracts,  leases or  licenses)
involving more than $10,000 to which Target is a party or by which it is bound;

                  (j)      any  issuance  of any  evidence  of  indebtedness  or
creation,  incurrence,  assumption or guaranty of any  indebtedness for borrowed
money or capital  lease  obligations  involving  in excess of $10,000  singly or
$25,000 in the aggregate;

                  (k)      any delay or  postponement of payment of any accounts
payable or other  liabilities  relating to the  Business  outside  the  ordinary
course of business;

                                       9
<PAGE>

                  (l)      any    change    in   the    employment    terms   or
employment-related benefits for any independent sales representative or employee
employed in the Business outside the ordinary course of business; or

                  (m)      any agreement or understanding, whether in writing or
otherwise,  for Target to take any of the actions  specified in  paragraphs  (a)
through (l) above.

         3.20     Intellectual Property.

                  (a)      All    domestic   and   foreign    patents,    patent
applications, copyrighted works, copyright applications and registrations, trade
secrets,  inventions,  developments,  customer lists,  manufacturing  and secret
processes,   hardware  designs,   programming  processes,   software  and  other
information,  know-how,  trade names,  trademarks and service marks,  registered
trademarks and trademark applications,  and registered service marks and service
mark  applications (if any) that are used by, owned by or licensed to Target and
that relate to the Business  (collectively,  the  "Intellectual  Property")  are
listed on the List of  Schedule,  which  indicates,  with  respect to each,  the
nature of Target's  interest therein and the expiration date thereof or the date
on which  the  Target's  interest  therein  terminates.  Registered  copyrights,
patents,  trademarks  and service  marks that are owned by or licensed to Target
and that relate to the Business have been duly registered in, filed in or issued
by, as the case may be,  the United  States  Patent and  Trademark  Office,  the
United  States  Register of  Copyrights  or the  corresponding  offices of other
countries identified on the List of Schedule,  and have been properly maintained
and  renewed  in  accordance   with  all   applicable   provisions  of  law  and
administrative  regulations  in the  United  States and each such  country.  The
Intellectual  Property is the only  intellectual  property  used in or otherwise
necessary  to operate the  Business  as  currently  conducted  or proposed to be
conducted.

                  (b)      Except as set forth on the List of  Schedule,  use of
the Intellectual  Property and any other intellectual property used by Target in
the  Business  does not require the consent of any other person and the same are
freely  transferable  (except  as  otherwise  provided  by law)  and  are  owned
exclusively by Target, free and clear of any attachments, liens, encumbrances or
adverse claims,  and neither its present or contemplated  activities or products
infringe,  misappropriate,  dilute, impair or constitute unfair competition with
respect to any patent,  trade name,  trademark,  copyright or other  proprietary
rights of others.

                  (c)      No  other  person  has an  interest  in or  right  or
license to use, or the right to license others under, the Intellectual Property,
other  than  the  rights  of  licensors  and  their  licensees  in the  licensed
intellectual property identified on the List of Schedule. There are no claims or
demands of any other  person  pertaining  thereto and no  proceedings  have been
instituted,  are pending or  threatened  that  challenge the rights of Target in
respect  thereof and Target does not know of any fact that could be the basis of
any such claim. There is no infringement of any of the Intellectual  Property by
others nor is any of the Intellectual Property subject to any outstanding order,
decree,  judgment,   stipulation,   settlement,  lien,  charge,  encumbrance  or
attachment. No claim or demand has been made and no proceeding has been filed or
is threatened to be filed charging Target with infringement of any patent, trade
name, trademark, service mark or copyright and Target does not know of any facts
which could be the basis of any such claims.  Except as set forth on the List of
Schedule, there are no royalties,  honoraria,  fees or other payments payable by
Target to any person with respect to any of the Intellectual Property.

                                       10
<PAGE>

         3.21     Trade Secrets and Customer  Lists.  Except as set forth on the
List of  Schedule,  target  owns or has the right to use,  free and clear of any
claims  or rights  of  others,  all  trade  secrets,  inventions,  developments,
customer  lists,   manufacturing   and  secret   processes,   hardware  designs,
programming  processes,  software and other  information,  and know-how (if any)
required for or used in the manufacture or marketing of all products formerly or
presently sold, manufactured,  licensed, under development or produced by Target
in the Business,  including products licensed from others. There are no payments
that  are  required  to be made by  Target  for the use of such  trade  secrets,
inventions,  developments,  customer lists, copyrighted materials, manufacturing
and secret processes and know-how.  Target is not using or in any way making any
unlawful or wrongful use of any confidential information, copyrighted materials,
know-how or trade secrets of any third party,  including without  limitation any
former  employer of any present or past employee of Target or of any of Target's
predecessors.  Target is not a party to any  non-competition  or confidentiality
agreement related to the Business with any party other than Buyer.

         3.22     Litigation. Except as set forth on the List of Schedule, there
are no suits,  actions or  administrative,  arbitration or other  proceedings or
governmental  investigations pending or, to the knowledge of Target,  threatened
against or relating to Target,  the Acquired  Assets or the Business.  Target is
not  otherwise  engaged  as a  party  in any  suit,  action  or  administrative,
arbitration or other proceeding.  Target has not entered into or been subject to
any consent decree,  compliance order, or  administrative  order with respect to
any property owned, operated, leased, or used by Target. Target has not received
any request for information,  notice, demand letter,  administrative inquiry, or
formal or  informal  complaint  or claim  with  respect to any  property  owned,
operated,  leased or used by Target or any  facilities  or  operations  thereon.
Target has not been named by the U.S. Environmental Protection Agency or a state
environmental agency as a potentially  responsible party (or similar designation
under  applicable  state  law) in  connection  with any site at which  hazardous
substances,  hazardous materials,  toxic substances,  oil, or petroleum products
have been released or are  threatened to be released.  There are no existing or,
to the  knowledge of Target,  threatened  product  liability,  warranty or other
similar  claims,  or any facts upon which a claim of such nature could be based,
against  Target for services or products  that are defective or fail to meet any
service  or product  warranties.  Target is not aware of any facts  providing  a
basis for any matter addressed in this Section 3.22 or has any reason to believe
that any such matters will be forthcoming.

         3.23     Compliance with Laws.  Target is not in violation of any laws,
rules or regulations that apply to the conduct of the Business or any facilities
or property owned, leased,  operated or used by Target. There has never been any
citation,  fine or penalty  imposed,  asserted  or to the  knowledge  of Target,
threatened against Target under any foreign,  federal, state, local or other law
or regulation relating to employment,  immigration,  occupational safety, zoning
or  environmental  matters  and  Target  is  not  aware  of  any  circumstances,
occurrences,  or conditions  likely to result in the  imposition or assertion of
such a citation,  fine or  penalty,  nor has Target  received  any notice to the
effect that it is in violation of any such laws or regulations.

                                       11
<PAGE>

         3.24     Product Warranty. Each product manufactured,  sold, leased, or
delivered by Target has conformed  with all applicable  contractual  commitments
and all express and implied warranties. Target has no liability (and there is no
basis  for  any   present  or  future   action,   suit,   proceeding,   hearing,
investigation,  charge,  complaint,  claim, or demand which may give rise to any
liability)  for  replacement  or repair  thereof or other  damages in connection
therewith,  subject only to the reserve for product warranty claims set forth in
the Target Financial  Statements as adjusted for the passage of time through the
Closing  Date in  accordance  with the past custom and  practice  of Target.  No
product  manufactured,  sold,  leased,  or delivered by Target is subject to any
guaranty,  warranty, or other indemnity beyond the applicable standard terms and
conditions of sale or lease, all of which have been provided to Buyer by Target.

         3.25     Product  Liability.  Target  has  no  liability  (and  to  the
knowledge  of Target there is no basis for any present or future  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, or demand against
it giving rise to any  liability)  arising out of any injury to  individuals  or
property  as a  result  of the  ownership,  possession,  or  use of any  product
manufactured, sold, leased, or delivered by Target ("Product Liability").

         3.26     Powers  of   Attorney.   Target  has  not  entered   into  any
outstanding power of attorney.

         3.27     Authorizations.  Target has obtained and is in compliance with
all  Authorizations and no proceeding is pending or, to the knowledge of Target,
threatened in which any Person or governmental authority is seeking to revoke or
deny the  renewal  of any  Authorization.  All  Authorizations  relating  to the
Business are listed on the List of Schedule. Each Authorization is in full force
and effect without any default  thereunder by Target (a "default"  being defined
for purposes  hereof as an actual default or any set of facts which would,  upon
receipt of notice or passage of time, constitute a default), and can be assigned
by Target to Buyer  hereunder  such that it will remain in full force and effect
after giving effect to the  Transactions.  Target has not received any notice of
any claim or charge that Target has breached any Authorization.

         3.28     Transactions with Interested  Persons.  Except as set forth on
the List of  Schedule,  neither any  Stockholder  nor any  officer,  supervisory
employee or director of Target nor any of their respective  spouses or children,
owns,  directly or  indirectly,  on an individual  or joint basis,  any material
interest in, or serves as an officer or director or in another similar  capacity
of, any customer, competitor or supplier of Target, or any organization that has
a material  contract or  arrangement  with  Target,  with respect to the Related
Agreements.

         3.29     Hazardous Materials;  Environmental Compliance;  Disclosure of
Environmental Information.

                  (a)      Target has never generated,  used,  stored or handled
any Hazardous  Materials (as  hereinafter  defined) nor has it treated,  stored,
disposed of,  spilled or released any Hazardous  Materials at any site presently
or formerly owned,  leased,  operated or used by target or shipped any Hazardous
Materials for treatment, storage or disposal at any other site or facilities. To

                                       12
<PAGE>

the  knowledge of Target,  no other person has ever  generated,  used,  handled,
stored or disposed of any Hazardous  Materials at any site presently or formerly
owned,  leased,  operated  or used by  Target,  nor has  there  been or is there
threatened any release of any Hazardous Materials on or at any such site. Target
does not presently own or lease, nor has it previously owned or leased, any site
on which underground storage tanks are or were located. No lien has been imposed
by any governmental agency on any property,  facility,  machinery,  or equipment
owned, operated, leased or used by Target in connection with the presence of any
Hazardous Materials.  For purposes of this Section 3.29,  "Hazardous  Materials"
shall mean and include ethylene oxide, any hazardous waste,  hazardous material,
hazardous  substance,  petroleum  product,  oil, toxic substance or pollutant as
defined in or  pursuant  to the  Resource  Conservation  and  Recovery  Act,  as
amended, the Comprehensive  Environmental  Response,  Compensation and Liability
Act,  as  amended,  the  Hazardous  Materials  Transportation  Act or any  other
foreign,  federal,  state or local law, regulation,  ordinance,  rule or by-law,
whether  existing as of the date  hereof,  previously  enforced or  subsequently
enacted pertaining to environmental or health and safety matters.

                  (b)      To the  knowledge of Target,  Target has no liability
under nor has it ever violated any  Environmental  Law (as hereinafter  defined)
with respect to any property owned, operated,  leased, or used by Target and any
facilities and operations  thereon.  In addition,  Target,  any property  owned,
operated,  leased, or used by Target,  and any facilities and operations thereon
are presently in compliance with all applicable  Environmental  Laws. Target has
not entered  into or been  subject to any consent  decree,  compliance  order or
administrative  order  with  respect to any  environmental  or health and safety
matter  or  received  any  request  for  information,   notice,  demand  letter,
administrative inquiry, or formal or informal complaint or claim with respect to
any  environmental  or  health  and  safety  matter  or any  enforcement  of any
Environmental  Law;  and Target  has no reason to believe  that any of the above
will be  forthcoming.  For purposes of this Section  3.29,  "Environmental  Law"
shall mean any environmental or health and safety-related law, regulation, rule,
ordinance, or by-law at the federal, foreign, state, or local level.

                  (c)      Target  has  provided  to  the  Buyer  copies  of all
documents,   records,  and  information   available  to  Target  concerning  any
environmental or health and safety matter relevant to Target,  whether generated
by  Target or  others,  including,  without  limitation,  environmental  audits,
environmental  risk  assessments,  site  assessments,   documentation  regarding
off-site  disposal of Hazardous  Materials  (as defined  above),  spill  control
plans, and reports,  correspondence,  permits, licenses, approvals, consents, or
other authorizations issued by any environmental agency.

         3.30     Backlog.  As of the date hereof,  Target has a backlog of firm
orders for the sale of services of the  Business,  for which  revenues  have not
been recognized by Target, as set forth on the List of Schedule.

         3.31     Customers, Distributors and Independent Sales Representatives.
The List of Schedule  sets forth the names and  addresses  of all  customers  to
which, and independent  sales  representatives  and distributors  through which,
Target has sold or  distributed in excess of $25,000 of its products or services
in the Business  during any of the last two fiscal years of Target.  The List of
Schedule also  indicates  all  customers,  distributors  and  independent  sales
representatives  with which  Target has entered  into a contract  or  agreement.
During such period and through the date hereof, no such customer, distributor or
independent  sales  representative  has  canceled or  otherwise  terminated  its

                                       13
<PAGE>

relationship  with Target or decreased  materially  its usage or purchase of the
products  or services  of Target,  except for changes in customer  relationships
that have  occurred in the ordinary  course of business the  aggregate  value of
which has not exceeded  $10,000.  To the knowledge of Target,  no such customer,
independent  sales  representative  or distributor  has any plan or intention to
terminate,  cancel or otherwise modify its relationship  with Target in a manner
that would be adverse to Target.

         3.32     Disclosure of Material  Information  and  Potentially  Adverse
Developments.  No disclosure  made to Buyer or contained  herein,  including the
List of Schedule,  about Target's  business,  operations,  financial  condition,
results of operations or prospects (other than any statements relating solely to
the  business,  operations,   financial  condition,  results  of  operations  or
prospects of Seller) contains or will contain any untrue statement of a material
fact,  or omits or will  omit to state a  material  fact  necessary  to make the
statements  of facts  contained  therein not  misleading or necessary to provide
Buyer  with  adequate  and  complete   information  as  to  Target's   business,
operations, financial condition, results of operations or prospects.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

                  Each Golden Sands  Investment  Holdings Ltd. and Indie Studios
AB.,  severally and not jointly,  hereby represents and warrants as to itself to
Buyer, as of the date hereof and as of the Closing Date, as follows:

         4.1      Organization.  Such  Ltd.  .  And  AB  is a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction of its incorporation.

         4.2      Authorization and  Enforceability.  Such Ltd.. And AB. has all
requisite  corporate  power and authority to execute and deliver this  Agreement
and to perform  its  obligations  hereunder.  Such Ltd.  and AB.  execution  and
delivery of, and the performance of its obligations  under,  this Agreement have
been  duly and  validly  authorized  by all  necessary  corporate  action.  This
Agreement  has been duly  executed and  delivered on behalf of such Ltd. And AB.
and  constitutes  the legal,  valid,  and binding  obligations  of such company,
enforceable against such company in accordance with its terms subject to general
equitable  principles and except as the  enforceability of this Agreement may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other similar laws of general application relating to creditors' rights.

         4.3      No Conflict; No Violation of Laws or Agreements. The execution
and  delivery  of  this  Agreement  does  not,  and  the   consummation  of  the
Transactions  and the  compliance  with the terms,  conditions and provisions of
this  Agreement  by  Stockholder  will not:  (a)  contravene  any  provision  of
Stockholder's Charter or Bylaws, or (b) conflict with, or constitute,  or result
in any breach,  default,  violation of (or an event which might, with or without

                                       14
<PAGE>

the  passage of time or the giving of notice or both  constitute  or result in a
breach, default or violation of) (i) any of the terms, conditions, or provisions
of any indenture,  mortgage,  loan, credit  agreement,  or any other instrument,
contract, agreement or commitment to which it is a party, or by which any of its
assets  may  be  bound  or  affected  or  (ii)  any  judgment  or  order  of any
Governmental Authority, or (iii) any law, rule, or regulation.

         4.4      Consents.  No  consent,  approval,  or  authorization  of,  or
registration or filing with, any Person,  including any Governmental  Authority,
is  required  in  connection  with  company's  execution  and  delivery  of this
Agreement or the consummation of the Transactions by Companies.

         4.5      Brokerage.  Neither  Company  nor anyone  acting on  Company's
behalf has engaged, retained or incurred any liability to any broker, investment
banker,  finder or agent,  made any  agreement  or taken any other  action which
might cause anyone to become  entitled to a broker's fee or commission or agreed
to pay any brokerage fees, commissions, finder's fees or other fees with respect
to or as a result of the Transactions.

                                   ARTICLE V

                     REPRESENTATION AND WARRANTIES OF BUYER

                  Each of Buyer, jointly and severally,  represents and warrants
to Golden Sands Investment Holdings,  Ltd. and Indie Studios AB , as of the date
hereof and as of the Closing Date, as follows:

         5.1      Organization.   Buyer  is  a  corporation  duly  incorporated,
validly  existing  and in good  standing  under  the  laws of the UK and has all
requisite  corporate power and authority (a) to do business in the jurisdictions
wherein the  character  of the  properties  owned or leased or the nature of the
activities by it make such qualification  necessary,  (b) to execute and deliver
this Agreement, and (c) to perform its obligations hereunder.

         5.2      Capitalization and Ownership.  The authorized capital stock of
Buyer  consists  of 100  private  shares of common  stock,  $0.000 par value per
share,  of which 100 shares of common stock are issued and outstanding and owned
by Tiger Telematics,  Inc. All of such issued and outstanding  shares of capital
stock of Buyer have been duly  authorized,  validly  issued,  are fully paid and
nonassessable,  were not issued in  violation  of the terms of any  agreement or
other  understanding  binding  upon Buyer or any other Person and were issued in
compliance with all applicable  federal and state  securities or "blue-sky" laws
and  regulations.  Except as set forth in Schedule 5.1, there are no outstanding
securities,   options,  warrants,   rights,   agreements,   calls,  subscription
commitments,  demands, or understandings of any character  whatsoever,  fixed or
contingent, that directly or indirectly (i) call for the issuance, sale or other
disposition of any capital stock of Buyer or any of its  subsidiaries  and there
are no securities  convertible  into or  exchangeable  for the stock of Buyer or
(ii) obligate Buyer to grant,  offer or enter into any of the foregoing or (iii)
relate to the  voting or  control  of any  capital  stock of Buyer or any of its
subsidiaries.

                                       15
<PAGE>

         5.3      Subsidiaries.   Buyers  parents   directly  owns  all  of  the
outstanding shares of capital stock of Buyer.

         5.4      Authorization and  Enforceability.  The execution and delivery
of the  Transaction  Agreements,  and the performance of Buyer's and obligations
thereunder,  have been duly authorized by all necessary  corporate action on the
part of Buyer. This Agreement has been, and upon their execution and delivery by
Buyer and Target  each of the other  Transaction  Agreement  to which  Buyer and
Target is a party will be,  duly  executed  and  delivered  by each of Buyer and
Tiger  and  constitutes  and  will  constitute  the  legal,  valid  and  binding
obligation of Buyer and Tiger, as the case may be,  enforceable  against them in
accordance with their respective terms subject to general  equitable  principles
and  except  as  the  enforceability   thereof  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or other  similar laws of
general application relating to creditors' rights.

         5.5      No Conflict; No Violation of Laws or Agreements. The execution
and delivery of this  Agreement do not, the  execution and delivery of the other
Transaction  Agreements will not, and the  consummation of the  Transactions and
the compliance  with the terms,  conditions  and  provisions of the  Transaction
Agreement by each of Buyer will not:  (a)  contravene  any  provision of Buyer's
Charter or Bylaws, or (b) conflict with, or constitute, or result in any breach,
default,  violation of (or an event which might,  with or without the passage of
time or the giving of notice or both  constitute or result in a breach,  default
or  violation  of)  (i)  any of the  terms,  conditions,  or  provisions  of any
indenture, mortgage, loan, credit agreement, or any other instrument,  contract,
agreement or commitment  to which either of them is a party,  or by which any of
their  assets  may be bound or  affected  or (ii) any  judgment  or order of any
Governmental  Authority,  or any law, rule, or regulation applicable to Buyer or
any of its Affiliates.

         5.6      Consents.  No  consent,  approval,  or  authorization  of,  or
registration or filing with, any Person,  including any Governmental  Authority,
is required in connection with Buyer's  execution and delivery of this Agreement
or the consummation of the transactions contemplated by this Agreement by Buyer.

         5.7      Brokers.  Neither  Buyer nor anyone acting on their behalf has
engaged,  retained or incurred any liability to any broker,  investment  banker,
finder or agent,  made any agreement or taken any other action which might cause
anyone to become  entitled to a broker's fee or  commission or agreed to pay any
brokerage fees, commissions, finder's fees or other fees with respect to or as a
result of the Transactions.

         5.8      Truth and  Accuracy  of  Disclosures.  No  disclosure  made to
Target about  Buyer's  business,  operations,  financial  condition,  results of
operations  or  prospects  (other  than any  statements  relating  solely to the
business, operations, financial condition, results of operations or prospects of
Target)  contains or will contain any untrue  statement of a material  fact,  or
omits or will omit to state a material fact  necessary to make the statements of
facts  contained  therein not  misleading  or necessary  to provide  Target with
adequate and complete information as to Buyer's business, operations,  financial
condition, results of operations or prospects.

                                       16
<PAGE>

                                   ARTICLE VI

                        PRE-CLOSING COVENANTS OF TARGET.

         6.1      Conduct of Business.  Between the date of this  Agreement  and
the Closing Date, Target will, and Seller will cause Target to:

                  (a)      conduct the Business only in the ordinary  course and
refrain from  changing or  introducing  any method of  management  or operations
except in the ordinary course of business and consistent with prior practices;

                  (b)      refrain  from  (i)  making  any  purchase,   sale  or
disposition  of any  asset or  property  included  in or to be  included  in the
Acquiring Assets other than in the ordinary course of business,  (ii) purchasing
any capital  asset for use in the  Business  costing  more than  $10,000,  (iii)
mortgaging,  pledging, subjecting to a lien or otherwise encumbering any of such
assets other than in the ordinary  course of business,  and (iv)  including  any
liabilities  other than in the ordinary course of business  consistent with past
practices;

                  (c)      refrain  from  making  any  change or  incurring  any
obligation  to make a change  in its  Charter,  Bylaws or  authorized  or issued
capital stock;

                  (d)      refrain from  declaring,  setting aside or paying any
dividend,  making any other  distribution  in respect  of its  capital  stock or
making any direct or indirect  redemption,  purchase or other acquisition of its
stock;

                  (e)      refrain  from  making any change in the  compensation
payable  or to  become  payable  to any of its  officers,  employees,  agents or
independent contractors;

                  (f)      refrain   from   prepaying   any   loans   from   its
stockholders,  officers  or  directors  (if any) or  making  any  change  in its
borrowing arrangements;

                  (g)      use its best  efforts  to  prevent  any  change  with
respect to its  management  and  supervisory  personnel  who are employed in the
Business;

                  (h)      use its best  efforts to keep  available  its present
officers and employees  employed in the Business and to preserve the goodwill of
all  suppliers,  customers,  distributors,  independent  contractors  and others
having business relations with the Business; and

         6.2      Authorization  from Others.  Prior to the Closing Date, Target
and  Seller  will  obtain all  authorizations,  consents  and  permits of others
required to permit the consummation by Target and Seller of the Transactions.

         6.3      Breach of Representations  and Warranties.  Neither any Tiger,
Inc. shall take any action that would result in any of the  representations  and
warranties  contained  in Articles 3 and 4 hereof  being  untrue in any material
respect. Promptly upon the occurrence of, or promptly upon Target or Tiger, Inc.
becoming  aware of the  impending or  threatened  occurrence  of, any event that
would  cause or  constitute  a  breach  or  default,  or would  have  caused  or

                                       17
<PAGE>

constituted a breach or default had such event  occurred or been known to Target
or Tiger,  Inc.  prior to the date  hereof,  of any of the  representations  and
warranties of the Target or Tiger, Inc. contained in this Agreement,  Target and
Seller shall give detailed  written  notice thereof to Buyer and shall use their
respective best efforts to prevent or promptly cure the same.

         6.4      Consummation  of Agreement.  Target and Seller shall use their
respective best efforts to perform and fulfill all conditions and obligations on
their parts to be performed and fulfilled under this Agreement.

         6.5      Confidentiality.  Target and Seller  agree that (a) Target and
Seller and their respective officers, directors, agents and representatives will
hold in strict confidence,  and will not use, any data and information  obtained
in connection with this transaction or Agreement with respect to the business of
Buyer,  except for the purpose of Target's and Seller's  internal  evaluation of
the  Transactions;  (b) if such  Transactions  are not  consummated,  Target and
Seller will return to Buyer all copies of such data and  information,  including
but not limited to worksheets,  test reports,  manuals,  lists,  memoranda,  and
other documents prepared by or made available to Target and Seller in connection
with this  transaction;  and (c) they will treat the existence of this Agreement
and the transactions  contemplated hereby as strictly  confidential and will not
disclose them to any Person without the prior written consent of Buyer.

         6.6      No Solicitation of Other Offers.  Neither Target,  Seller, nor
any of their respective  officers,  directors,  agents or representatives  will,
directly  or  indirectly,   (i)  solicit,  initiate  discussions  or  engage  in
negotiations  with,  any  person,  other than Buyer,  relating  to the  possible
acquisition  of Target or any of the  Acquired  Assets  (except in the  ordinary
course of  business  of  Target);  (ii)  provide,  or cause any other  person to
provide,  any  information  to any  person,  other than  Buyer,  relating to the
possible  acquisition  of Target or any of the  Acquired  Assets  (except in the
ordinary course of business of Target);  or (iii) enter into a transaction  with
any Person,  other than Buyer,  concerning the possible acquisition of Target or
any of the  Acquired  Assets  (except  in the  ordinary  course of  business  of
Target). Target and Seller will notify Buyer immediately if any Person makes any
proposal, offer, inquiry or contact with respect to any of the foregoing.

         6.7      Access, Information, and Documents. Buyer and Buyer's counsel,
accountant,  and  other  representatives  will have full  access  during  normal
business hours to all of Target's  properties,  books,  tax returns,  contracts,
commitments, records, officers, personnel, and accountants. Target shall provide
Buyer with all such  documents  and copies of  documents  (certified  to be true
copies if  requested)  and all  information  with  respect to the affairs of the
Target Companies as Buyer may reasonably request.

                                  ARTICLE VII

                         PRE-CLOSING COVENANTS OF BUYER

         7.1      Consummation  of  Agreement.  Buyer shall use best  efforts to
perform and fulfill all conditions  and  obligations on its part to be performed
and fulfilled under this Agreement.

                                       18
<PAGE>

         7.2      Confidentiality.  Buyer  agree  that,  unless  and  until  the
Closing has been  consummated,  (a)Buyer  and  officers,  directors,  agents and
representatives  will hold in strict confidence,  and will not use, any data and
information  obtained in  connection  with this  transaction  or Agreement  with
respect to the  business of Target,  except for the purpose of Buyer's  internal
evaluation of this transaction or the consummation of the Transactions;  and (b)
if the Transactions are not consummated,  Buyer will return to Target all copies
of such data and  information,  including  but not limited to  worksheets,  test
reports,  manuals,  lists,  memoranda,  and other documents  prepared by or made
available to Buyer in connection with this transaction.

         7.3      Authorization  from Others.  Prior to the Closing Date,  Buyer
will obtain all authorizations, consents and set forth on Schedule 7.3.

         7.4      Breach of Representations and Warranties. Buyer shall not take
any  action  that  would  result in any of the  representations  and  warranties
contained in Article 5 hereof being  untrue in any  material  respect.  Promptly
upon the  occurrence  of, or promptly upon Buyer becoming aware of the impending
or threatened  occurrence  of, any event that would cause or constitute a breach
or  default,  or would have caused or  constituted  a breach or default had such
event  occurred or been known to Buyer prior to the date  hereof,  of any of the
representations  and  warranties  of Buyer  contained  in or referred to in this
Agreement,  Buyer shall give detailed written notice thereof to Target shall use
their best efforts to prevent or promptly cure the same.

                                  ARTICLE VIII

                              CONDITIONS TO CLOSING

         8.1      Conditions  Precedent to Obligations of Buyer. The obligations
of Buyer to proceed  with the Closing  under this  Agreement  are subject to the
fulfillment prior to or at Closing of the following  conditions (any one or more
of which may be waived in whole or in part by Buyer in Buyer's sole discretion):

                  (a)      Representations,   Warranties  and   Covenants.   The
representations  and warranties of Target and seller set forth in Articles 3 and
4 that are not  qualified  as to  materiality  shall be true and  correct in all
material  respects,  and  such  the  representations  and  warranties  that  are
qualified as to materiality shall be true and correct in all respects, at and as
of the Closing  Date.  Target and seller shall have  performed and complied with
all of their covenants hereunder in all material respects through the Closing.

                  (b)      Litigation.  No order of any  Governmental  Authority
shall be in effect which  restrains or prohibits the  Transactions  shall not be
threatened, nor shall there be pending, any action or proceeding (i) challenging
any of the Transactions or seeking monetary relief by reason of the consummation
of such transactions, or (ii) which would likely have a Material Adverse Effect.

                  (c)      Consents. Target and Buyer shall have procured all of
the third party  consents,  approvals and  authorizations  set forth on Schedule
7.4.

                                       19
<PAGE>

                  (d)      Closing  Certificate.  Target shall have delivered to
Buyer a certificate to the effect that each of the conditions specified above in
Subsections 7.1(a), (b) and (c) is satisfied in all respects;

                  (e)      Satisfactory   Instruments.   All   instruments   and
documents required of Target to effectuate and consummate the Transactions shall
be in form and substance reasonably satisfactory to Buyer and its counsel.

         8.2      Conditions   Precedent  to  the  Obligations  of  Target.  The
obligation  of Target and seller to proceed  with the  Closing is subject to the
fulfillment prior to or at Closing of the following  conditions (any one or more
of which may be waived in whole or in part by Target in its sole discretion):

                  (a)      Material  Adverse  Effect.  All  representations  and
warranties  of Buyer  contained  herein  shall be true,  accurate,  complete and
correct in all material respects as of the Closing Date.

                  (b)      Litigation.  No order of any  Governmental  Authority
shall be in effect which  restrains or prohibits the  Transactions.  There shall
not be  threatened,  nor shall there be pending,  any action or  proceeding  (i)
challenging any of the  Transactions or seeking monetary relief by reason of the
consummation  of such  transactions,  or (ii) which would likely have a Material
Adverse Effect.

                  (c)      Satisfactory   Instruments.   All   instruments   and
documents  required  of Buyer to  effectuate  and  consummate  the  Transactions
contemplated  hereby shall be in form and substance  reasonably  satisfactory to
Target and the seller and their counsel.

                                   ARTICLE IX

                                   TERMINATION

         9.1      Termination of Agreement.  This Agreement and the transactions
contemplated  hereby may be  terminated  at any time on or prior to the  Closing
Date:

                  (a)      Mutual  Consent.  By mutual written  consent of Buyer
and Target and the Seller;

                  (b)      Termination by Buyer.  By Buyer upon notice to Target
if there has been a material  misrepresentation,  inaccuracy or breach by Target
or Seller of any of their representations, warranties or covenants, or if any of
the conditions specified in Section 8.1 hereof shall not have been substantially
fulfilled  by the time  required  and not have been  waived by Buyer,  or if the
Closing shall not have occurred on or before August 30, 2004; or

                  (c)      Termination by Target. By Target upon notice to Buyer
if there has been a material misrepresentation, inaccuracy or breach by Buyer of
any of its representations, warranties or covenants, or if any of the conditions
specified in Section 8.2 hereof shall not have been  substantially  fulfilled by

                                       20
<PAGE>

the time  required and not have been waived by Target,  or if the Closing  shall
not have occurred on or before August 30, 2004.

         9.2      Effect of  Termination.  In the event of  termination  of this
Agreement by either Target or Buyer,  as provided  above,  this Agreement  shall
terminate as of the date of the written  notice or consent  described in Section
7.1  above,  and there  will be no  liability  on the part of Target or Buyer or
their  respective  Affiliates,  except for liabilities  arising from a breach of
this Agreement prior to such termination.

                                   ARTICLE X

                          CERTAIN ADDITIONAL COVENANTS

         10.1     Costs,  Expenses,  and Transfer Taxes.  Each party hereto will
pay its own  costs  and  expenses,  including  legal  and  accounting  fees,  in
connection with the negotiation,  execution,  performance of and compliance with
this Agreement.

         10.2     Employee Matters. Immediately prior to the consummation of the
transactions  contemplated  hereby,  Target will terminate all of its employees,
and Buyer will offer  employment  to all former  employees  of Target  listed on
Schedule 5 at the same place of employment  and on terms no less  favorable than
the terms of employment that existed at Target.

                                   ARTICLE XI

                                 INDEMNIFICATION

         11.1     Materiality;   Survival.   All  representations,   warranties,
agreements,  covenants and obligations herein or in any schedule, certificate or
financial  statement  delivered by any party  incident to the  Transactions  are
material,  shall be deemed to have been  relied  upon by the  parties  and shall
survive the Closing  hereof for a period of two (2) years and shall not merge in
the performance of any obligation by any party hereto;  provided,  however, that
all such  matters  relating to Product  Liability,  Environmental  Laws or Taxes
shall  survive  the  Closing  for  the  period  of the  statute  of  limitations
applicable to such matters.

         11.2     Indemnification Rights of Buyer.

                  (a)      Seller and  jointly and  severally  agrees to defend,
indemnify and hold Buyer and their  respective  subsidiaries  and affiliates and
the  persons  serving as  officers,  directors,  partners,  employees  or agents
thereof (hereinafter  collectively referred to as "Buyer Indemnified Parties" or
individually  as a "Buyer  Indemnified  Party")  harmless  from and  against any
damages, liabilities,  losses, fines, penalties, clean-up costs, study costs and
expenses (including, without limitation, reasonable counsel fees and expenses as
the same are incurred) (collectively, "Losses") of any kind or nature whatsoever
that may be sustained or suffered by any of them arising out of or based upon or
in  connection  with  any  of  the  following   matters   (notwithstanding   any
investigation by or knowledge of any of the Buyer Indemnified Parties):

                                       21
<PAGE>

                           (i)      a breach  of any  representation,  warranty,
agreement,  covenant  or  obligation  made by the  Seller  (but  not  any  other
Stockholder)  in this  Agreement or in any  exhibit,  schedule,  certificate  or
financial  statement  delivered hereunder or in connection herewith or by reason
of any claim,  action or proceeding asserted or instituted or growing out of any
matter or thing that  constitutes or is alleged by a third party to constitute a
breach of such representations, warranties or covenants; and

                           (ii)     any claims of third  parties  arising out of
or relating the Retained Liabilities.

                  Seller  shall  have  no  obligation  to  indemnify  any  Buyer
Indemnified  Party  from  and  against  any  Losses  as to  which  a  claim  for
indemnification  is not made on or before the second  anniversary of the Closing
Date, except with respect to Product Liability,  Environmental Laws or Taxes, as
to which any Buyer  Indemnified  Party can make a claim on or before the date on
which the statute of limitations period applicable to such matters expires.

                  No claims for Losses shall be brought hereunder by Buyer until
the  aggregate  amount of such claims  exceeds  $50,000,  and, if the  aggregate
amount of Losses  claimed  hereunder  exceeds  $50,000 and Buyer are entitled to
indemnification  pursuant hereto,  Buyer shall be entitled to collect any Losses
in excess of such $50,000.

                  (b)      The  Buyer  Indemnified  Parties  shall  give  prompt
written notice to Target and Seller from which  indemnification is sought of any
claim,  liability or expense to which the indemnification  obligations hereunder
would apply.  Such notice shall state the information  then available  regarding
the amount of such claim,  liability or expense and shall  specify the provision
or provisions of this Agreement  under which the claim,  liability or expense is
asserted.  The failure to promptly notify the Seller as provided above shall not
relieve  the Seller of any  liability  hereunder  except to the extent  that the
rights of the Seller have been  materially and adversely  prejudiced as a result
of the failure to give, or the delay in giving, such notice.

                  (c)      If such indemnification  claim,  liability or expense
is the subject of litigation,  the Seller shall have the right to participate at
their own expense in the defense of any such litigation.  The Buyer  Indemnified
Parties may, in their sole discretion, authorize the Seller , if they so desire,
to take  over  the  defense  of such  litigation  so  long  as such  defense  is
expeditious  and is  undertaken by counsel  acceptable to the Buyer  Indemnified
Parties; provided,  however, that the Seller shall not enter into any settlement
that has binding  effect on the Buyer without the prior  written  consent of the
Buyer, which consent shall not be unreasonably  withheld. In addition, the Buyer
Indemnified  Party may not enter into any  settlement  in which an  indemnifying
party will be liable hereunder without the consent of such indemnifying party.

         11.3     Indemnification Rights of Seller.

                  (a)      Buyer agree to defend,  indemnify and hold Seller and
their  respective  subsidiaries  and  affiliates  and  the  persons  serving  as

                                       22
<PAGE>

officers,   directors,   partners,  employees  or  agents  thereof  (hereinafter
collectively  referred to as "Seller  Indemnified  Parties" or individually as a
"Seller  Indemnified Party") harmless from and against any Losses of any kind or
nature  whatsoever  that may be sustained or suffered by any of them arising out
of or based upon or in connection with any of the following matters:

                           (i)      a breach  of any  representation,  warranty,
agreement,  covenant or  obligation  made by Buyer in this  Agreement  or in any
exhibit,  schedule or certificate  delivered hereunder or in connection herewith
or by reason of any claim,  action or proceeding  asserted or instituted growing
out of any matter or thing that  constitutes  or is alleged by a third  party to
constitute a breach of such representations, warranties or covenants; and

                           (ii)     any claims of third  parties  arising out of
or relating to the  ownership or  operation  of the shares of Tiger  Telematics,
Ltd.Acquired  Assets or the  Business by Buyer after the Closing  Date,  whether
accrued, absolute,  contingent or otherwise,  including the Assumed Liabilities,
but not including the Retained Liabilities.

                  Buyer  shall  have  no  obligation  to  indemnify  any  Seller
Indemnified  Party  from  and  against  any  Losses  as to  which  a  claim  for
indemnification  is not made on or before the third  anniversary  of the Closing
Date.  In no event  shall the  indemnification  obligations  of the Buyer to all
Seller Indemnified parties exceed $2,000,000.

                  (b)      The Seller  Indemnified  Parties  shall  give  prompt
written  notice  to  Buyer of any  claim,  liability  or  expense  to which  the
indemnification  obligations  hereunder would apply. Such notice shall state the
information  then  available  regarding  the amount of such claim,  liability or
expense and shall specify the provision or  provisions of this  Agreement  under
which the claim,  liability  or expense is  asserted.  The  failure to  promptly
notify  Buyer as  provided  above  shall  not  relieve  Buyer  of any  liability
hereunder except to the extent that the rights of Buyer have been materially and
adversely prejudiced as a result of the failure to give, or the delay in giving,
such notice.

                  (c)      If such indemnification  claim,  liability or expense
is the subject of litigation, Buyer shall have the right to participate at their
own  expense in the  defense  of any such  litigation.  The  Seller  Indemnified
Parties may, in their sole discretion, authorize Buyer if they so desire to take
over the defense of such  litigation so long as such defense is expeditious  and
is undertaken by counsel acceptable to the Seller Indemnified Parties; provided,
however, that Buyer shall not enter into any settlement which has binding effect
on Seller  without  the prior  written  consent  of Seller,  which  shall not be
unreasonably withheld.

         11.4     Indemnification   Payments   and   Dispute   Resolution.   Any
indemnification  amounts due under  Section 11.2 or 11.3 shall be paid within 30
days after notice thereof is given by the party seeking  indemnification  unless
within said 30-day  period the party  providing  indemnification  indicates in a
writing  delivered  to the party  seeking  indemnification  that it disputes the
nature or amount of the claim for  indemnification  in which event the  dispute,
upon the  election  of any party  hereto  after  said  30-day  period,  shall be
referred to the American Arbitration Association to be settled by arbitration in
Florida in accordance  with the UNCITRAL  rules of commercial  arbitration.  The
fees and  expenses of the  arbitrator  shall be borne by that party (with Seller

                                       23
<PAGE>

and Buyer  together  each  being  considered  one  party)  whose  last  offer of
settlement differed by a greater amount from the arbitrator's award than did the
last offer of settlement of the other party; provided, however, that no offer of
settlement  shall be  disclosed  to the  arbitrator  until after the  arbitrator
renders an award on the merits.  The  determination  of the arbitrator as to the
amount,  if any, of the  indemnification  claim,  liability  or expense  that is
properly  allowable  shall be conclusive and binding upon the parties hereto and
payment shall be made as so determined  within five business days of the date of
such  award.  The  judgment  upon the award may be entered  in any court  having
jurisdiction  thereof.  There  shall be added to the  amount of any  arbitration
award  interest  at the rate of 10% per  annum,  accrued  daily,  on the  amount
required to be paid pursuant to such award.  This interest will be computed from
the date  payment  would have been paid if not disputed to the date paid and the
arbitrator shall include provisions therefore in any award rendered.

                                  ARTICLE XII

                                  MISCELLANEOUS

         12.1     Notices.   All   notices,   requests,   demands,   and   other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if  personally  delivered  by courier,  or if mailed,  when mailed by
United States first-class, certified or registered mail, postage prepaid, to the
other party at the following addresses or by telecopy,  receipt confirmed (or at
such other address as shall be given in writing by any party to the other):

                  If to Buyer, to:

                           Michael Carrender
                           CEO
                           Tiger Telematics, Inc.
                           10201 Centurion Parkway Suite 600
                           Jacksonville, FL 32256
                           Fax:  904-279-9242

                  With a copy to:

                           Lawyer:  LeClair Ryan, a Professional Corporation
                           707 East Main Street - 11th Floor
                           Richmond, Virginia  23219

                           Fax: (804) 783-7615
                           Attention:  Scott Richter



                                       24
<PAGE>

                  If to Seller, to:

                           Golden Sands Investment Holdings Ltd..
                           Attn: Peter Uf
                           Fax:

         12.2     Successors  and Assigns.  This  Agreement,  and all rights and
powers granted hereby,  will bind and inure to the benefit of the parties hereto
and their respective  successors and assigns, but neither this Agreement nor any
of the rights,  interests,  or obligations hereunder shall be assigned by any of
the  parties  hereto  without  the prior  written  consent of the other  parties
hereto.

         12.3     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 federal, state, local, or
foreign  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.  The parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
party has not  breached  shall not detract  from or  mitigate  the fact that the
party is in breach of the  first  representation,  warranty,  or  covenant.  All
pronouns and any variations thereof refer to the masculine,  feminine or neuter,
singular or plural,  as the identity of the Person or Persons may  require.  All
references herein to Articles,  Sections (other than Sections of the Code or any
other  statute) and  subsections  shall be deemed to be  references to Articles,
Sections and  subsections of this Agreement  unless the context shall  otherwise
require.

         12.4     Governing  Law. With respect to corporate  governance  matters
concerning a corporation of any  jurisdiction,  this Agreement shall be governed
by and construed in accordance with the laws of such jurisdiction.  With respect
to all other  matters,  this  Agreement  shall be governed by and  construed  in
accordance with the laws of State of Florida, without regard to the conflicts of
law provisions thereof.

         12.5     Headings.  The headings preceding the text of the sections and
subsections  hereof are inserted  solely for  convenience of reference and shall
not  constitute  a part of this  Agreement,  nor shall they affect its  meaning,
construction, or effect.

         12.6     Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of which  shall be deemed an  original,  but which  together
shall constitute one and the same instrument.

         12.7     Further  Assurances.  Both before and after closing hereunder,
each party shall  cooperate and take such action as may be reasonably  requested
by another party in order to more fully carry out the provisions and purposes of
this Agreement and the transactions contemplated hereby.

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<PAGE>

         12.8     Course of  Dealing.  No course of dealing  and no delay on the
part of any party hereto in exercising any right,  power, or remedy conferred by
this  Agreement  shall operate as a waiver  thereof or otherwise  prejudice such
party's rights,  powers and remedies.  The failure of any of the parties to this
Agreement  to  require  the  performance  of a term  or  obligation  under  this
Agreement  or the waiver by any of the parties to this  Agreement  of any breach
hereunder shall not prevent subsequent enforcement of such term or obligation or
be deemed a waiver  of an  subsequent  breach  hereunder.  No single or  partial
exercise of any rights,  powers or remedies  conferred by this  Agreement  shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or remedy.

         12.9     Severability.  This Agreement shall be deemed  severable,  and
the  invalidity or  unenforceability  of any term or provision  hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be valid and  enforceable,  so as to effect the original intent
of the parties to the greatest extent possible.

         12.10    Entire Agreement.  This Agreement and the Schedules,  Exhibits
and Certificates  hereto, each of which is hereby incorporated herein, set forth
all of the promises, covenants, agreements, conditions, and undertakings between
the parties  hereto with respect to the subject  matter hereof and supersede all
prior  and  contemporaneous  agreements  and  understandings,   inducements,  or
conditions,  express or implied,  oral or  written.  This  Agreement  may not be
amended  except by an  instrument  in writing  signed by the party  sought to be
charged with effect of such amendment.




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<PAGE>

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement the day and year first above written.

                                     TIGER TELEMATICS, INC.


                                     By:____________________________________
                                            Name: Michael W. Carrender
                                            Title:  CEO


                                     GIZMONDO EUROPE,  LTD.


                                     By:____________________________________
                                            Name:  Carl Freer
                                            Title: Managing Director


                                     Golden Sands Investment Holdings, Ltd.


                                     By:____________________________________
                                            Name: Peter Uf
                                            Title:   Director







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<PAGE>


                                    Exhibit A

                                   DEFINITIONS


"Affiliate" means, when used with respect to any Person, (a) if such Person is a
corporation,  any officer or director  thereof and any Person which is, directly
or indirectly, beneficial owner (by itself or as part of any group) of more than
fifty percent  (50%) of any class of any voting  security  thereof,  (b) if such
Person is an LLC,  any  officer or  manager  thereof  and any  Person  which is,
directly or indirectly,  beneficial owner (by itself or as part of any group) of
more than fifty percent (50%) of any class of any voting interest  therein,  (c)
if such  Person is a  partnership,  any general  partner  thereof and any Person
which is, directly or indirectly,  beneficial owner (by itself or as part of any
group) of more than fifty  percent  (50%) of any  limited  partnership  interest
thereof,  and (d) any other Person which directly or indirectly,  through one or
more intermediaries controls, is controlled by, or is under common control with,
such Person. For purposes of this definition: (i) any "beneficial owner" that is
a partnership shall be deemed to include any general or limited partner thereof,
any  "beneficial  owner"  that is an LLC shall be deemed to  include  any Person
controlling,  controlled by or under common control with such beneficial  owner,
or any  officer,  manager  or  member  of such  beneficial  owner  or of any LLC
occupying any such control  relationship,  and any "beneficial  owner" that is a
corporation shall be deemed to include any Person controlling,  controlled by or
under common control with such  beneficial  owner, or any officer or director of
such  beneficial  owner  or  of  any  corporation  occupying  any  such  control
relationship; and (ii) "control" (including the correlative terms "controlling,"
"controlled  by" and "under common control  with"),  with respect to any Person,
shall mean possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

"Books and Records"  includes  the  original  and all copies of reports,  books,
manuals,   financial  statements,   or  reports,  price  books,   confirmations,
telegrams,  receipts,  inventory books,  contracts,  printed  matters,  computer
printouts,  teletypes,  invoices,   transcripts,   analyses,  Returns,  minutes,
accounts,  estimates,   projections,   comparisons,   press  releases,  reviews,
opinions,  studies  and  investigations,  graphic  representations  of any  kind
(including   photographs,   charts,  graphs,   videotape  and  motion  pictures,
electronic and mechanical  records,  tapes,  cassettes,  discs,  and recordings,
whether preserved in writing,  phone record, film, tape, videotape,  or computer
record).

"Authorization" means all federal, foreign, state, provincial,  municipal, local
or   other   governmental   consents,    certifications,    licenses,   permits,
registrations,  grants and other  authorizations  that are  necessary  to permit
Target to conduct the Business as present conducted or proposed to be conducted.

"Bylaws"  means the bylaws of any  corporation  organized  under the laws of any
State of the  United  States  of  America  and any  equivalent  document  of any
corporation  or entity  organized  under the laws of  another  jurisdiction,  as
amended or restated through the date hereof or the Closing Date, as the case may
be.

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<PAGE>

"Charter"  means the  Certificate  of  Incorporation  or Formation,  Articles of
Incorporation or Organization or other organizational  document of a corporation
or an LLC organized  under the laws of any State of the United States of America
and any  equivalent  document  of a  corporation,  LLC or other  similar  entity
organized under the laws of another jurisdiction, as amended or restated through
the date hereof or the Closing Date, as the case may be.

"Code"  means  the  Internal  Revenue  Code of 1986  and  valid  interpretations
thereof, as reflected in Treasury  regulations,  published IRS rulings and court
decisions.

"GAAP" means United States generally accepted accounting principles set forth in
the opinions  and  pronouncements  of the  Accounting  Principles  Board and the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting  profession,  which are applicable to the circumstances as of the
date of determination, consistently applied.

"Governmental  Authority"  means all agencies,  instrumentalities,  departments,
commissions,  courts,  tribunals, or boards of any government,  whether foreign,
federal, state, or local.

"Knowledge"  all  references to "knowledge"  herein shall mean actual  knowledge
after  reasonable  investigation.  Knowledge  of any  entity  shall be deemed to
include the knowledge of its directors and officers.

"Lien" means,  with respect to any asset or right, any mortgage,  deed of trust,
pledge, hypothecation, assignment, security interest, lien, charge, restriction,
adverse  claim or right  whatsoever,  title  defect or  encumbrance  of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof,  any assignment or other  conveyance of any right to receive
income and any assignment of receivables  with recourse against  assignor),  any
filing of any financing statement as debtor under the Uniform Commercial Code or
comparable law of any  jurisdiction and any agreement to give or make any of the
foregoing  except with respect to securities,  restrictions  on  transferability
imposed by federal and state securities laws.

"Material  Adverse  Effect"  means  an  occurrence  or  event  which  has  or is
reasonably  likely to have a material  adverse impact or effect on the Business,
or  the  operations,   financial  conditions  or  prospects  of  the  applicable
companies, taken as a whole.

"Person" means any natural person,  corporation,  business trust, trust, estate,
partnership,   limited   partnership,   LLC,  limited   liability   partnership,
association, joint venture, or other entity.

"Taxes" or "Tax" means all taxes, however, denominated,  including any interest,
penalties or other additions to tax that may become payable in respect  thereof,
imposed by any federal,  territorial,  state, local or foreign government or any
agency or  political  subdivision  of any such  government,  which  taxes  shall
include, without limiting the generality of the foregoing, all income or profits
taxes  (including  federal income taxes and state income  taxes),  real property
gains taxes,  payroll and employee  withholding  taxes,  unemployment  insurance
taxes,  social  security taxes,  sales and use taxes,  ad valorem taxes,  excise

                                       29
<PAGE>

taxes,  franchise taxes,  occupation  taxes,  real and personal  property taxes,
stamp taxes, environmental taxes, transfer taxes and other governmental charges,
and  other  obligations  of  the  same  or of a  similar  nature  to  any of the
foregoing, which any Target Company is required to pay, withhold or collect.


















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