exhibit10-1.htm


    


     

    Exhibit
10.01

     

    


     

    


     

    ASSET
PURCHASE AGREEMENT

     

    BY
AND BETWEEN

     

    


     

    JINKHOLD,
LTD.

     

    A
United Kingdom Corporation

     

    21
Tudor Street

     

    London

     

    #06286236

     

    (Purchaser)

     

    


     

    And

     

    


     

    ANDRONICS,
LTD.

    A
Northern Ireland Corporation

    20
Balliniska Road

    Springtown,
BT48 0NA

    #NI
17460

    


    (Seller)

     

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    ASSET
PURCHASE AGREEMENT

     

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

    


    RECITALS:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

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

     

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

    


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

    


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

     

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

     

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

    


    7.  Value Added Tax
(“VAT”).

    


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

    


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

    


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

    


    8.  Employees.

    


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

    


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

    


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

    


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

    


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

     

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


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

    


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

    


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

    


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

    


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

    


    9.  Closing.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

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

     

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

     

    10.  Seller’s Obligation Prior to
Closing.

    


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

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

    


    12.  Covenants of Seller Prior to
Closing.

    


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

    


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

    


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

    


    13.  Covenants of Purchaser Prior
to Closing.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    14.6  Intellectual Property
Rights.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

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

     

     

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

     

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

     

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

     

     

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

     

     

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

     

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

    


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

    


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

    


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

    


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

     

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

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    18.           Covenants Subsequent to the
Closing Date.

    


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

    


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

    


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

    


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

    


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

    


    Quarter
1: 50,000 options vest

    Quarter
2: 100,000 options vest

    Quarter
3: 150,000 options vest

    Quarter
4: 200,000 options vest

    


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

    


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

     

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

     

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

     

    19.           Non-Competition,
Non-Solicitation.

    


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

    


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

    


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

    


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

    


    22.           Indemnification and
Survival.

    


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

    


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

    


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

    


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

    


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

     

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

     

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

     

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

    


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

    


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

    


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

    


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

    


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

    


    24.  Miscellaneous
Provisions.

     

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

    


    


    
      	
              If
      to Purchaser:

               

               

               

               

            	
              Jinkhold,
      Ltd.

              c/o
      SARS Corporation

              __________________________

              __________________________

              __________________________

               

            
	
              With
      a Copy to:

            	
              The
      Otto Law Group, PLLC

              Attn:
      David Otto

              601
      Union Street, Suite 4500

              Seattle,
      WA 98101

              United
      States

               

            
	
              If
      to Seller:

            	
              Andronics,
      Ltd.

              Unit
      20 Balliniska Road

              Springtown
      Industrial Estate

              Londonderry

              Northern
      Ireland

              BT48
      ONA

               

            
	
              With
      a Copy to:

            	
              Ciaran
      Hampson

              6 Castle
      Street

              Londonderry

              County
      Londonderry

              BT48
      6HQ

               

            


    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    24.17                      Grossing
Up.

     

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

     

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

     

    
      	 
      	 
      	
              (i)

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

            


    

     

    
      	 
      	 
      	
              (ii)

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

            


    

     

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

    


               (i)           the
increased amount so paid; and

     

    
      	 
      	 
      	
              (ii)

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

            


    

     

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

    


    [Signature page to
follow]

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    


     

    DATE:
October 26, 2007

     

    


                            SELLER:

    


                            ANDRONICS, LTD.

    


    


    


    By:  ________________________________

    Name:  Robert
Andrews

    Title:

    


    


    ANDREWS:

    


    ROBERT
ANDREWS

    


    


    


    By:  ________________________________

    Name:
Robert Andrews

    
      	 
      	
              Title:

            


    

    


    


     PURCHASER:

    


     JINKHOLD,
LTD.

    


    


    


    By:  ________________________________

    Name:
Clayton Shelver

    
      	 
      	
              Title:
      CEO

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBITS

    


    AForm of
Convertible Debenture

    


    BOperating
Agreement

    


    CLicensing
Agreement

    


    DLease
Agreement

    


    


    SCHEDULES

    


    1.1List
of Assets (including assumed Accounts Receivable)

    


    1.2List
of Employees

    


    1.3List
of Contracts (including British Petroleum Novation)

    


    1.4List
of Intellectual Property

    


    1.5List
of Goodwill

    


    3.0Assumed
Liabilities (including Excluded Liabilities)

    


    4.2Convertible
Debenture Holders

    


    9.3.2Promissory
Notes

    


    18.3.2Revenue
Projections for Andrews Quarterly Options

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    Form
of Convertible Debenture

    


    


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

    10%
CONVERTIBLE DEBENTURE

    


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

    $
[value] [location]

    


    


    


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

    


    
      	
              1.  

            	
              Agreement.

            


    

    


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

    


    
      	
              2.  

            	
              Register.

            


    

    


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

    


    
      	
              3.  

            	
              Loss Theft, Destruction or Mutilation of the
      Debenture.

            


    

    


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

    


    
      	
              4.  

            	
              Registered
  Holder.

            


    

    


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

    


    
      	
              5.  

            	
              Surrender of the
  Debenture.

            


    

    


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

    


    
      	
              6.  

            	
              Subordination.

            


    

    


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

    


    


    
      	
              7.  

            	
              Conversion.

            


    

    


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

    


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

    
      


      
        	
                8.  

              	
                Mechanics of
  Conversion

              


      

    

    


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

     

    


    
      	
              9.  

            	
              Notice.

            


    

    


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

    


    
      	
              10.  

            	
              Default.

            


    

    


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

    


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

    


    
      


      
        	
                11.  

              	
                Miscellaneous.

              


      

       

    

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

    


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

    


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

    


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

    


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

    


           
[name of holder]

    [address
of holder]

                   
[city, state, ZIP]

    


    


    


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

    


    


    Maker:                                SARS,
Corporation

    


    


     

    ____________________________

                                    By:
Clayton S. Shelver

    Its:  Chief
Executive Officer

    


    


    
      	
              Holder:
      [name]

              Holder’s
      address:                                [address]

              [city,
      state, ZIP]

               

            	 
      
	
              Maker’s
      address:                                SARS,
      Corporation

              Attn:
      Clayton S. Shelver

                                           601
      108th
      Avenue NE, 19th
      Floor

                                           Bellevue,
      WA 98004  USA

            	
              With
      a copy
      to:                                The
      Otto Law Group, PLLC

              Attn:
      David M. Otto

              601
      Union Street, Suite 4500

              Seattle,
      WA 98101 USA

            


    

    


    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    _________,
2007

    


    


    


    SARS
Corporation

    601
108th Avenue
NE, 19th
Floor

    Bellevue,
WA 98004  USA

    Attention:
Clayton S. Shelver

    


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

    


    Dear Mr.
Shelver:

    


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

    


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

    


    _____________________

    _____________________

    _____________________

    _____________________

    Phone:
_______________

    


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

    


    


    Sincerely,

    


    


    


    _____________________

    


    


    Enclosure

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
B

    Operating
Agreement

    


    


    


    [the
Operating Agreement appears on the following pages]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit C

    Licensing
Agreement

    
 

    [the
Licensing Agreement appears on the following pages]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 1.1

    List
of Assets

    


    


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

            
	 
      	 
      
	
              Details

            	
              Acqn
      date

            
	 
      	 
      
	 
      	 
      
	
              Kingswood
      software

            	
              28/02/98

            
	
              Inmac
      cables

            	
              31/05/98

            
	
              Aurora-2
      PCs

            	
              31/05/98

            
	
              Compaq
      cpmpr equip(NIIB)

            	
              31/08/98

            
	
              Tracking
      system (ex PMH)

            	
              31/08/98

            
	
              Equip-Computer
      Workbench

            	
              31/08/98

            
	
              Equipment
      - visa

            	
              30/09/98

            
	
              Equip-Micro
      Warehouse

            	
              30/09/98

            
	
              Equip-Digital
      Workshop

            	
              31/10/98

            
	
              Equipment-visa

            	
              30/11/98

            
	
              Inmac-compr
      equip

            	
              31/12/98

            
	
              Inmac-compr
      equip

            	
              31/12/98

            
	
              Inmac-compr
      equip

            	
              31/12/98

            
	
              Equip-Micro
      Warehouse

            	
              31/12/98

            
	
              Equip-Micro
      Warehouse

            	
              31/01/99

            
	
              Mapinfo

            	
              28/02/99

            
	
              MapExtreme-4
      PCs (NIIB)

            	
              28/02/99

            
	
              Inmac-hardware
      upgrades

            	
              31/05/99

            
	
              CPC-fax
      machine

            	
              31/05/99

            
	
              CPC
      file holder

            	
              31/05/99

            
	
              Phone
      socket

            	
              31/05/99

            
	
              M
      Dawes-phone

            	
              31/05/99

            
	
              Sundry
      equipment

            	
              31/05/99

            
	
              Colour
      laserjet printer

            	
              31/07/99

            
	
              BT
      phones

            	
              31/07/99

            
	
              RS
      - drill

            	
              31/08/99

            
	
              RS
      - drill set

            	
              31/08/99

            
	
              15"
      monitor

            	
              31/08/99

            
	
              Router

            	
              15/09/99

            
	
              Osciliscope

            	
              26/10/99

            
	
              Label
      machine

            	
              05/11/99

            
	
              Wavecomm
      modems

            	
              10/11/99

            
	
              Photocopier

            	
              16/11/99

            
	
              SX3
      computer equipment

            	
              16/11/99

            
	
              Mobile
      tech equip

            	
              29/11/99

            
	
              Mobile
      phones

            	
              10/12/99

            
	
              Soldering
      station

            	
              14/12/99

            
	
              Mobile
      phone

            	
              14/12/99

            
	
              Cisco
      1600 PS

            	
              06/01/00

            
	
              Mobile
      phone

            	
              19/01/00

            
	
              RS
      232 cable

            	
              16/02/00

            
	
              Nokia
      phone

            	
              17/02/00

            
	
              Nokia
      phone

            	
              26/02/00

            
	
              SX3
      computer equipment

            	
              06/03/00

            
	
              Sony
      Vaio laptop

            	
              08/03/00

            
	
              Antenna
      tester

            	
              10/03/00

            
	
              Remote
      mouse

            	
              21/03/00

            
	
              2 X
      compiuters

            	
              27/03/00

            
	
              Ladders

            	
              05/04/00

            
	
              Socket
      set

            	
              05/04/00

            
	
              Capture
      board

            	
              14/04/00

            
	
              Dual
      speed hub

            	
              14/04/00

            
	
              Tapered
      hole cutter

            	
              09/05/00

            
	
              Computer

            	
              17/05/00

            
	
              Server
      cabinet

            	
              23/05/00

            
	
              B&Q
      equipment

            	
              29/05/00

            
	
              Computer

            	
              30/06/00

            
	
              Hoover

            	
              05/07/00

            
	
              Gateway
      PC

            	
              07/08/00

            
	
              GDC
      boundary data

            	
              08/08/00

            
	
              56k
      modem

            	
              24/08/00

            
	
              Monitor

            	
              12/10/00

            
	
              Gate
      pendants

            	
              17/11/00

            
	
              Calculators

            	
              30/11/00

            
	
              Dell
      PCs x 2

            	
              19/12/00

            
	
              HP
      Scanjet

            	
              27/01/01

            
	
              Computer
      (2nd hand)

            	
              02/02/01

            
	
              Budget
      DIY equip

            	
              06/02/01

            
	
              Clickman

            	
              09/02/01

            
	
              Heatgun

            	
              14/02/01

            
	
              Computer
      equip

            	
              15/01/00

            
	
              Antenna
      x 3

            	
              23/03/00

            
	
              PC

            	
              09/03/00

            
	
              Coldfusion
      software

            	
              29/03/00

            
	
              Equipment

            	
              30/04/00

            
	
              Scanner

            	
              31/03/01

            
	
              10GB
      hard disk

            	
              30/04/01

            
	
              Steam
      cleaner

            	
              30/04/01

            
	
              20GB
      HDD

            	
              31/05/01

            
	
              10GB
      hard disk

            	
              30/06/01

            
	
              Compaq
      server/instn

            	
              30/09/01

            
	
              2
      display systems

            	
              30/11/01

            
	
              Fax/printer

            	
              30/11/01

            
	
              Answerphone

            	
              30/11/01

            
	
              Adaptor
      cards

            	
              31/01/02

            
	
              Laptop

            	
              07/06/02

            
	
              Spider
      engineer-equip

            	
              30/05/02

            
	
              Phones

            	
              30/05/02

            
	
              Credit
      card-sundry equip

            	
              31/08/02

            
	
              Computer
      mouse ps2

            	
              16/09/02

            
	
              Multimeter

            	
              30/09/02

            
	
              Iomega
      software

            	
              04/10/02

            
	
              UPS
      for server

            	
              14/10/02

            
	
              Phones
      *2

            	
              15/10/02

            
	
              Solder
      irons

            	
              01/11/02

            
	
              Cables
      and adapter

            	
              15/11/02

            
	
              Laptops
      *3

            	
              19/12/02

            
	
              17"
      monitors x 2

            	
              22/09/03

            
	
              Phone
      upgrade

            	
              29/10/03

            
	
              Car
      phone adaptor

            	
              30/09/03

            
	
              Rechargeable
      spotlight

            	
              14/11/03

            
	
              Sundry
      equipment

            	
              27/02/04

            
	
              Laptop

            	
              04/04/03

            
	
              Comb
      binder

            	
              12/06/03

            
	
              Backup
      machine

            	
              30/04/04

            
	
              Mobile
      phones and accessories

            	
              05/05/04

            
	
              Drills
      and accessories

            	
              25/06/04

            
	
              OKI
      printer

            	
              13/01/05

            
	
              Sundry
      equipment

            	
              28/02/05

            
	
              Ladder

            	
              25/03/05

            
	
              Nokia
      phone kits

            	
              16/06/05

            
	
              Linux
      server IBM 346

            	
              08/08/05

            
	
              B4250
      printer

            	
              01/03/05

            
	
              IBM
      Server

            	
              08/01/07

            
	
              Uninterrupted
      power supply

            	
              08/01/07

            
	
              Laptop
      computer (2)

            	
              08/01/07

            


    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


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

            
	 
      	 
      
	
              Details

            	
              Acqn
      date

            
	 
      	 
      
	 
      	 
      
	
              Fiesta
      blinds

            	
              07/05/99

            
	
              CPC
      operators chairs

            	
              31/05/99

            
	
              ADT
      intruder alarm system

            	
              28/05/99

            
	
              Graphix-signs

            	
              14/06/99

            
	
              CPC
      conf room chairs

            	
              15/06/99

            
	
              CPC
      operators chairs

            	
              16/06/99

            
	
              Fridge

            	
              04/08/99

            
	
              World
      map

            	
              06/09/99

            
	
              Stands

            	
              13/12/99

            
	
              Shelving

            	
              21/12/99

            
	
              Desks

            	
              28/04/00

            
	
              Desks

            	
              01/05/00

            
	
              Chairs
      and bookshelves

            	
              29/06/00

            
	
              Exhibition
      stands

            	
              22/11/99

            
	
              NOBO
      board

            	
              27/04/00

            
	
              Filing
      cabinet

            	
              28/01/00

            
	
              Display
      equipment

            	
              31/03/01

            
	
              Filing
      cabinet

            	
              31/05/01

            
	
              Fireproof
      safe

            	
              31/05/01

            
	
              External
      ashtrays x 2

            	
              31/12/01

            
	
              Gate
      automation system

            	
              18/10/02

            
	
              Storage
      bins

            	
              19/06/02

            
	
              Operator
      chair

            	
              23/09/02

            
	
              Armchairs
      x 2

            	
              11/04/03

            
	
              Fan
      Heaters x 2

            	
              23/11/05

            


    

    


    


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

            
	 
      	 
      
	
              Details

            	
              Acqn
      date

            
	 
      	 
      
	 
      	 
      
	
              Fiat
      Brava-KUI 4809

            	
              06/03/00

            
	
              BMW
      C1-KUI 7002

            	
              27/11/00

            
	
              Reg
      no KUI 2222

            	
              31/03/01

            


    

    


    
      


      


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

              
	 
      	 
      
	
                Details

              	
                Acqn
      date

              
	 
      	 
      
	 
      	 
      
	
                Building
      work (O'Neill Bros)

              	
                31/05/99

              
	
                Renovations
      (O'Neill Bros)

              	
                01/10/02

              


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
1.1 Continued

      Assumed
Accounts Receivable

       

      
        	
                Forex
      Rate

              	
                0.492

              	 
      	 
      	
                0.682

              	 
      	 
      	
                                    72,064.37

              	
                              10,566.12

              	 
      	
                                       52,338.93

              	
                                           9,159.33

              	 
      	
                                          144,128.75

              
	 
      	
                Invoice
      GBP

              	
                VAT
      GBP

              	
                Euros
      Invoice

              	
                Euros
      VAT

              	
                Invoice
      GBP to Total$

              	
                VAT
      GBP to Total$

              	
                Euros
      Invoice to Total$

              	 Euros
      VAT to Total$ VAT	
                 

              	
                *Total
      Orbcomm Invoices

              
	
                October

              	
                      9,520.44

              	
                  1,666.06

              	 
      	
                      11,499.40

              	
                   2,012.40

              	 
      	
                                    19,350.49

              	
                                3,386.30

              	 
      	
                                       16,861.29

              	
                                           2,950.73

              	 
      	 
      
	
                November

              	
                      9,956.56

              	
                  1,742.39

              	 
      	
                      12,262.95

              	
                   2,146.02

              	 
      	
                                    20,236.91

              	
                                3,541.44

              	 
      	
                                       17,980.87

              	
                                           3,146.66

              	 
      	 
      
	
                December

              	
                    10,229.08

              	
                  1,790.08

              	 
      	
                      11,932.80

              	
                   2,088.24

              	 
      	
                                    20,790.81

              	
                                3,638.37

              	 
      	
                                       17,496.77

              	
                                           3,061.94

              	 
      	 
      


      

      


       

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
1.2

      List
of Employees

       

      


      
        	
                Employees:

                 

              	
                Forename

              	
                Dept

              
	
                Surname

              
	
                Andrews

              	
                Margaret

              	
                Admin

              
	
                Andrews

              	
                Robert

              	
                Directors
      - 7001

              
	
                Andrews

              	
                Paul
      Robert

              	
                Sales/Marketing
      - 6001

              
	
                Connolly

              	
                Anthony

              	
                Sales/Marketing
      - 6001

              
	
                Craig

              	
                Shaun

              	
                Development
      Engineers - 7003

              
	
                Duffy

              	
                Fergus

              	
                Productive
      - 6000

              
	
                Gallagher

              	
                Eimear

              	
                Development
      Engineers - 7003

              
	
                Hasson

              	
                Christopher

              	
                Development
      Engineers - 7003

              
	
                Kelly

              	
                Sheila

              	
                Web
      Design - 7003

              
	
                McCaughan

              	
                Karen

              	
                Directors
      - 7001

              
	
                *McCorkell

              	
                Mark
      David

              	
                Web
      Design - 7003

              
	
                Moore

              	
                Paul
      Gerard

              	
                Productive
      - 6000

              
	
                Nagurski

              	
                Kevin

              	
                Web
      Design - 7003

              
	
                Strawhorne

              	
                Paul
      Thomas

              	
                Development
      Engineers - 7003

              
	
                Thomson

              	
                Thomas
      James

              	
                Productive
      - 6000

              
	
                **Watson

              	
                Adam

              	
                Development
      Engineers - 7003

              


      

      


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

      


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

      


      


      


      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      


      Schedule
1.3

      List
of Contracts

      


      
        	
                Contract
      No.

              	
                Parties

              	
                Date

              
	
                LPG-06-TELE-29

              	
                BP
      International, Ltd.

              	
                and

              	
                Andronics,
      Ltd.

              	
                9/18/2006

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
1.4

      List
of Intellectual Property

      


      


      
        	
                Intellectual
      Property

              	
                Book
      Value

              
	
                Software
      Development for internal proprietary asset-tracking system

              	
                $1,550,300

              
	 
      	 
      
	
                LEOCATE,
      Trade Mark No. 2232925

              	 
      
	
                UTILITY-EYE,
      Trade Mark No. 003292687

              	 
      
	
                Andronics,
      Ltd. trade name

              	 
      
	
                Andronics,
      Ltd. logo

              	 
      
	 
      	 
      


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
1.5

      List
of Goodwill

      


      


      


      
        	
                Goodwill

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

              	 
      
	 
      	 
      
	
                Quinns
      – Leocate

              	 
      
	
                CSL
      – Fixed sites

              	 
      
	
                BP
      – LPG Product

              	 
      
	 
      	 
      
	 
      	 
      


      

      


      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
3

      Assumed
Liabilities

      (including
Excluded Liabilities)

      


      


      
        	
                Accepted
      AP Workpaper

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Andronics
      Total AP

              	 
      	 
      	
                $334,058.10

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                (-)
      Offsetting Items

              	 
      	 
      	
                 $                   -

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                (-)
      Unaccepted AP

              	 
      	 
      	
                $26,866.85

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                (=)
      Total Accepted AP

              	 
      	 
      	
                 $  307,191.25

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Andronics

              	
                Limited

              	 
      	 
      	 
      	
                $

              	
                1

              	 
      	 
      	
                rates
      as of 12/11/2007

              	 
      
	
                Date:

              	
                12/7/2007

              	 
      	 
      	 
      	
                £

              	
                0.492

              	
                ######

              	
                Aged

              	 
      	
                Analysis

              	 
      	 
      
	
                Report

              	
                Date:

              	 
      	 
      	 
      	
                €

              	
                0.682

              	
                From:

              	
                Include

              	 
      	
                transactions:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                A/C

              	
                Name

              	
                Turnover

              	
                Balance

              	
                Future

              	
                Current

              	
                Period
      1

              	
                Period
      2

              	
                Period
      3

              	
                Older

              	
                US$

              	 
      	 
      
	
                1890CARK

              	
                1890
      CarKits

              	
                1,107.63

              	
                459.77

              	
                0

              	
                0

              	
                459.77

              	
                0

              	
                0

              	
                0

              	
                $944.86

              	 
      	 
      
	
                AIRMAR$

              	
                Airmar
      Technology Corporation

              	
                992.91

              	
                1,401.86

              	
                0

              	
                0

              	
                29.38

              	
                0

              	
                0

              	
                1,372.48

              	
                $2,880.93

              	 
      	 
      
	
                AIRTRICI

              	
                Airtricity
      Energy Supply (NI) Limited

              	
                1,146.05

              	
                175.79

              	
                0

              	
                0

              	
                175.79

              	
                0

              	
                0

              	
                0

              	
                $361.26

              	 
      	 
      
	
                APBMACHI

              	
                APB
      Machinery Moving

              	
                315

              	
                158.63

              	
                0

              	
                0

              	
                0

              	
                52.88

              	
                105.75

              	
                0

              	
                $326.00

              	 
      	 
      
	
                AUTOSECU

              	
                Auto
      Security Installations

              	
                1,863.14

              	
                137.92

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                137.92

              	
                $283.44

              	 
      	 
      
	
                BALLYGOW

              	
                Aquaporte
      Limited

              	
                507.8

              	
                43.84

              	
                0

              	
                -43.84

              	
                43.84

              	
                43.84

              	
                0

              	
                0

              	
                $90.09

              	 
      	 
      
	
                BAUGHWEE

              	
                Baugh
      & Weedon NDT

              	
                1,283.00

              	
                1,507.53

              	
                0

              	
                0

              	
                0

              	
                1,507.53

              	
                0

              	
                0

              	
                $3,098.09

              	 
      	 
      
	
                BENEGAS

              	
                Benegas
      bv

              	
                1,894.29

              	
                1,894.29

              	
                0

              	
                0

              	
                1,894.29

              	
                0

              	
                0

              	
                0

              	
                $3,892.91

              	 
      	 
      
	
                BT

              	
                British
      Telecommunications Plc

              	
                3,161.82

              	
                384.26

              	
                0

              	
                384.26

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $789.68

              	 
      	 
      
	
                CHAMBCOM

              	
                Londonderry
      Chamber of Commerce

              	
                50

              	
                82.25

              	
                0

              	
                0

              	
                0

              	
                58.75

              	
                0

              	
                23.5

              	
                $169.03

              	 
      	 
      
	
                CHUBB

              	
                Chubb
      (NI) Ltd

              	
                121.83

              	
                143.15

              	
                0

              	
                0

              	
                0

              	
                0

              	
                143.15

              	
                0

              	
                $294.18

              	 
      	 
      
	
                COILTECH

              	
                Coil
      Tech UK Ltd

              	
                60.5

              	
                71.09

              	
                0

              	
                0

              	
                71.09

              	
                0

              	
                0

              	
                0

              	
                $146.10

              	 
      	 
      
	
                CPC

              	
                CPC
      Office Supplies Limited

              	
                299.12

              	
                48.7

              	
                0

              	
                10.86

              	
                37.84

              	
                0

              	
                0

              	
                0

              	
                $100.08

              	 
      	 
      
	
                CSI

              	
                CSI
      (Ireland) Ltd

              	
                9,663.00

              	
                767.28

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                767.28

              	
                $1,576.82

              	 
      	 
      
	
                DAVINCI

              	
                Da
      Vinci's Hotel

              	
                348.94

              	
                368

              	
                0

              	
                0

              	
                0

              	
                0

              	
                368

              	
                0

              	
                $756.27

              	 
      	 
      
	
                DHL96

              	
                DHL
      Express

              	
                5,137.72

              	
                3,811.53

              	
                0

              	
                0

              	
                2,076.28

              	
                0

              	
                1,552.84

              	
                182.41

              	
                $7,832.98

              	 
      	 
      
	
                DIGIKEY

              	
                uk.Digikey.com

              	
                0

              	
                -281.88

              	
                0

              	
                -108.42

              	
                -173.46

              	
                0

              	
                0

              	
                0

              	
                $0.00

              	 
      	 
      
	
                ESENDEX

              	
                Esendex
      UK

              	
                1,108.47

              	
                -141

              	
                0

              	
                -141

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $0.00

              	 
      	 
      
	
                ESS

              	
                Electronic
      & Security Services Ltd

              	
                957.84

              	
                1,125.46

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                1,125.46

              	
                $2,312.91

              	 
      	 
      
	
                EXPEDIT

              	
                Expeditors
      International

              	
                7,079.42

              	
                1,357.13

              	
                0

              	
                0

              	
                0

              	
                781.38

              	
                0

              	
                575.75

              	
                $2,789.01

              	 
      	 
      
	
                FARNELLE

              	
                Farnell
      Electronic Components Ltd

              	
                2,587.78

              	
                826.75

              	
                0

              	
                0

              	
                473.25

              	
                353.5

              	
                0

              	
                0

              	
                $1,699.03

              	 
      	 
      
	
                GENEVAPA

              	
                Geneva
      Palexpo

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $0.00

              	 
      	 
      
	
                GLOBINC

              	
                Globalstar,
      Inc.

              	
                6,558.83

              	
                6,057.05

              	
                0

              	
                0

              	
                1,248.81

              	
                4,808.24

              	
                0

              	
                0

              	
                $12,447.70

              	 
      	 
      
	
                GMCNICHL

              	
                Gary
      McNicholl

              	
                26,250.00

              	
                1,510.00

              	
                0

              	
                180

              	
                510

              	
                820

              	
                0

              	
                0

              	
                $3,103.16

              	 
      	 
      
	
                GSG

              	
                Resource

              	
                204.53

              	
                216.79

              	
                0

              	
                0

              	
                0

              	
                0

              	
                81.8

              	
                134.99

              	
                $445.52

              	 
      	 
      
	
                HDLELECT

              	
                HDL
      Electronics Ltd

              	
                2,668.95

              	
                3,136.06

              	
                0

              	
                0

              	
                1,870.21

              	
                1,265.85

              	
                0

              	
                0

              	
                $6,444.84

              	 
      	 
      
	
                IDEXPO

              	
                IDEXPO

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $0.00

              	 
      	 
      
	
                IFSCOURI

              	
                IFS
      Courier Express Ltd

              	
                7,811.96

              	
                693.22

              	
                0

              	
                0

              	
                147.68

              	
                378.46

              	
                167.08

              	
                0

              	
                $1,424.62

              	 
      	 
      
	
                IFSGLOBA

              	
                IFS
      Global Logistics Ltd

              	
                6,987.36

              	
                1,714.48

              	
                0

              	
                121.63

              	
                401.9

              	
                623.39

              	
                370.75

              	
                196.81

              	
                $3,523.39

              	 
      	 
      
	
                IMPERIAL

              	
                Imperial
      Connector Systems Ltd

              	
                1,027.50

              	
                -247.81

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -247.81

              	
                $0.00

              	 
      	 
      
	
                ITS

              	
                Intertek
      Testing Services

              	
                1,240.00

              	
                1,457.00

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                1,457.00

              	
                $2,994.25

              	 
      	 
      
	
                JMTC

              	
                JMTC
      Ltd

              	
                0

              	
                318.62

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                318.62

              	
                $654.79

              	 
      	 
      
	
                JOHNSTON

              	
                Johnston
      Printing Limited

              	
                339

              	
                398.33

              	
                0

              	
                0

              	
                398.33

              	
                0

              	
                0

              	
                0

              	
                $818.60

              	 
      	 
      
	
                KEEPSOLU

              	
                Keep
      Solutions Simple

              	
                5,280.00

              	
                1,116.25

              	
                0

              	
                0

              	
                916.5

              	
                199.75

              	
                0

              	
                0

              	
                $2,293.98

              	 
      	 
      
	
                KMCCAULE

              	
                McCauley
      McGinty Chartered Accountants

              	
                12,125.00

              	
                14,246.88

              	
                0

              	
                8,225.00

              	
                4,700.00

              	
                0

              	
                0

              	
                1,321.88

              	
                $29,278.42

              	 
      	 
      
	
                LIMAVADY

              	
                Limavady
      Gear Company Limited

              	
                15,628.00

              	
                7,207.45

              	
                0

              	
                0

              	
                0

              	
                0

              	
                690.9

              	
                6,516.55

              	
                $14,811.86

              	 
      	 
      
	
                LJNDESIG

              	
                LJN
      Designs

              	
                750

              	
                470

              	
                0

              	
                0

              	
                0

              	
                0

              	
                470

              	
                0

              	
                $965.89

              	 
      	 
      
	
                MATRIX

              	
                Matrix
      Telematics Ltd

              	
                841.44

              	
                988.69

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                988.69

              	
                $2,031.83

              	 
      	 
      
	
                MULTIBUK

              	
                Multiband
      Antennas Limited

              	
                105

              	
                -0.21

              	
                0

              	
                -0.21

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $0.00

              	 
      	 
      
	
                NITRONIC

              	
                Nitronica

              	
                1,941.69

              	
                1,371.28

              	
                0

              	
                705.76

              	
                665.52

              	
                0

              	
                0

              	
                0

              	
                $2,818.08

              	 
      	 
      
	
                NTL

              	
                NTL
      Business Credit Control

              	
                7,881.00

              	
                7,402.50

              	
                0

              	
                0

              	
                0

              	
                7,402.50

              	
                0

              	
                0

              	
                $15,212.70

              	 
      	 
      
	
                NUSTARTE

              	
                Nu-Start
      Electronics

              	
                13,409.58

              	
                8,031.69

              	
                0

              	
                0

              	
                0

              	
                8,031.69

              	
                0

              	
                0

              	
                $16,505.73

              	 
      	 
      
	
                O2

              	
                O2
      (UK) Limited

              	
                7,197.14

              	
                347.31

              	
                0

              	
                214.99

              	
                368.54

              	
                -209.37

              	
                -320.81

              	
                293.96

              	
                $713.75

              	 
      	 
      
	
                ORANGE

              	
                Orange

              	
                19,543.82

              	
                5,079.65

              	
                0

              	
                0

              	
                3,082.14

              	
                -0.55

              	
                0

              	
                1,998.06

              	
                $10,439.07

              	 
      	 
      
	
                ORBCOMM

              	
                Orbcomm
      Global L.P.

              	
                0

              	
                -292.18

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -292.18

              	
                $0.00

              	 
      	 
      
	
                ORBCOMML

              	
                Orbcomm
      LLC

              	
                2,533.63

              	
                13,073.41

              	
                0

              	
                0

              	
                371.51

              	
                0

              	
                0

              	
                12,701.90

              	
                $26,866.85

              	 
      	 
      
	
                PESTCTRL

              	
                North
      West Pest & Rodent Control Service

              	
                162

              	
                190.35

              	
                0

              	
                190.35

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $391.18

              	 
      	 
      
	
                POWERACT

              	
                Power
      Action

              	
                12,551.54

              	
                -1,627.61

              	
                0

              	
                0

              	
                -3,093.41

              	
                0

              	
                0

              	
                1,465.80

              	
                $3,012.33

              	 
      	 
      
	
                QUAKE$

              	
                Quake
      Global INC

              	
                9,641.21

              	
                204.63

              	
                0

              	
                0

              	
                0

              	
                0

              	
                204.63

              	
                0

              	
                $420.53

              	 
      	 
      
	
                RAPIDELE

              	
                Rapid
      Electroncs

              	
                1,091.41

              	
                0.29

              	
                0

              	
                0

              	
                0.29

              	
                0

              	
                0

              	
                0

              	
                $0.60

              	 
      	 
      
	
                RCA

              	
                Rates
      Collection Agency

              	
                4,504.71

              	
                900.94

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                900.94

              	
                $1,851.50

              	 
      	 
      
	
                ROCHESTE

              	
                Rochester
      Gauges International S.A

              	
                0

              	
                38.03

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                38.03

              	
                $0.00

              	 
      	 
      
	
                RORYMCIN

              	
                Rory
      McIntyre

              	
                609.6

              	
                178

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                178

              	
                $0.00

              	 
      	 
      
	
                RS

              	
                RS
      Components Limited

              	
                75.7

              	
                16.61

              	
                0

              	
                0

              	
                0

              	
                16.61

              	
                0

              	
                0

              	
                $34.13

              	 
      	 
      
	
                RUTLIDGE

              	
                Rutledge
      Joblink

              	
                45

              	
                105.76

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                105.76

              	
                $0.00

              	 
      	 
      
	
                SAFT

              	
                SAFT
      Ltd

              	
                31,900.00

              	
                13,771.00

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                13,771.00

              	
                $28,300.45

              	 
      	 
      
	
                SAGE

              	
                Sage
      (UK) Ltd

              	
                2,112.50

              	
                1,240.80

              	
                0

              	
                -124.7

              	
                60

              	
                0

              	
                0

              	
                1,305.50

              	
                $2,549.94

              	 
      	 
      
	
                SARSINC

              	
                SARS
      Inc

              	
                57,090.00

              	
                25,318.67

              	
                0

              	
                0

              	
                0

              	
                20,327.50

              	
                5,287.50

              	
                -296.33

              	
                $0.00

              	 
      	 
      
	
                SARSINC$

              	
                SARS
      Inc $

              	
                139,150.18

              	
                138,300.42

              	
                0

              	
                0

              	
                0

              	
                0

              	
                7,362.25

              	
                130,938.17

              	
                $0.00

              	 
      	 
      
	
                SCAPACK

              	
                SCA
      Packaging Ireland

              	
                0

              	
                -2,570.38

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -2,570.38

              	
                $0.00

              	 
      	 
      
	
                SECTRAC€

              	
                Sectrack
      NV

              	
                0

              	
                3.59

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                3.59

              	
                $0.00

              	 
      	 
      
	
                SELECTTR

              	
                Selective
      Travel Management

              	
                14,576.92

              	
                3,875.76

              	
                0

              	
                0

              	
                1,585.00

              	
                2,290.76

              	
                0

              	
                0

              	
                $7,964.98

              	 
      	 
      
	
                STELLAR$

              	
                Stellar
      Satellite Communciations Ltd

              	
                0

              	
                610.33

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                610.33

              	
                $1,254.27

              	 
      	 
      
	
                STEPTOEJ

              	
                Steptoe
      & Johnson

              	
                0

              	
                -96.68

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -96.68

              	
                $0.00

              	 
      	 
      
	
                SYSTEM

              	
                System
      Design Technology Ltd

              	
                292.5

              	
                29,141.89

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -424.76

              	
                29,566.65

              	
                $59,888.80

              	 
      	 
      
	
                TMOBILE

              	
                T-Mobile
      (UK) Ltd

              	
                54,662.93

              	
                7,611.25

              	
                0

              	
                7,611.25

              	
                0

              	
                0

              	
                0

              	
                0

              	
                $15,641.70

              	 
      	 
      
	
                TNT

              	
                TNT
      UK Limited

              	
                0

              	
                42.41

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                42.41

              	
                $87.16

              	 
      	 
      
	
                TRAKM8

              	
                Trakm8
      Limited

              	
                -825

              	
                8,272.67

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                8,272.67

              	
                $17,000.97

              	 
      	 
      
	
                TRFASTEN

              	
                TR
      Fastenings

              	
                532.61

              	
                -2,048.48

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -2,079.75

              	
                31.27

              	
                $0.00

              	 
      	 
      
	
                TWTLOG

              	
                TWT
      Logistics Limited

              	
                480

              	
                564

              	
                0

              	
                0

              	
                141

              	
                0

              	
                423

              	
                0

              	
                $1,159.06

              	 
      	 
      
	
                UNITEDWA

              	
                SITA
      (Northern Ireland) Limited

              	
                665.68

              	
                82.53

              	
                0

              	
                0

              	
                82.53

              	
                0

              	
                0

              	
                0

              	
                $169.61

              	 
      	 
      
	
                UPS

              	
                U.P.S.
      Limited

              	
                1,334.34

              	
                122.54

              	
                0

              	
                0

              	
                122.54

              	
                0

              	
                0

              	
                0

              	
                $251.83

              	 
      	 
      
	
                VODAFONE

              	
                Vodafone
      Ireland Limited

              	
                5,015.64

              	
                2,325.80

              	
                0

              	
                0

              	
                0

              	
                0

              	
                704.63

              	
                1,621.17

              	
                $4,779.70

              	 
      	 
      
	
                WILLIS

              	
                Willis
      Limited

              	
                4,504.50

              	
                2,099.93

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                2,099.93

              	
                $4,315.52

              	 
      	 
      
	
                XELLEXBA

              	
                Xellex
      Battery Co Ltd - $

              	
                3,329.76

              	
                -6,110.98

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	
                -6,110.98

              	
                $0.00

              	 
      	 
      
	
                ZENITH

              	
                Zenith

              	
                350

              	
                411.25

              	
                0

              	
                0

              	
                411.25

              	
                0

              	
                0

              	
                0

              	
                $845.15

              	 
      	 
      
	 
      	
                Totals:

              	
                523,864.42

              	
                311,614.13

              	
                0

              	
                17,225.93

              	
                19,078.41

              	
                48,752.71

              	
                15,106.96

              	
                211,450.12

              	
                $334,058.10

              	 
      	 
      


      

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
4.2

      Convertible
Debenture Holders

      


      


      


      
        	
                Principal
      Amount:

                 

              	
                Holder:

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

              	
                Patrick
      Andrews

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

              	
                Fergus
      Duffy

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

              	
                Vehicle
      Services (Claire Flanagan)

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

              	
                Independent
      Northern Ireland

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
4.6.2

      Revenue
Projection Schedule for Andrews Quarterly Options

      


      
        	
                Quarter
      1

              	
                Quarter
      2

              	
                Quarter
      3

              	
                Quarter
      4

              
	
                $500,000
      USD

              	
                $1,000,000
      USD

              	
                $1,150,000
      USD

              	
                $1,350,000
      USD

              


      

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
9.3.2

      Schedule
of Promissory Notes

      


      
        	
                Date
      of Promissory Note:

                 

              	
                Promissory
      Note Number:

                 

              	
                Principal
      Amount of Promissory Note:

                 

              
	
                12/19/06

              	
                #1

              	
                $16,045.00

              
	
                2/16/07

              	
                #2

              	
                $23,000.00

              
	
                2/16/07

              	
                #3

              	
                $2,292.00

              
	
                3/2/07

              	
                #4

              	
                $10,000.00

              
	
                3/26/07

              	
                #5

              	
                $21,772.18

              
	
                4/26/07

              	
                #6

              	
                $40,000.00

              
	
                5/1/07

              	
                #7

              	
                $44,720.00

              
	
                5/11/07

              	
                #8

              	
                $27,105.00

              
	
                5/3/07

              	
                #9

              	
                $69,689.82

              
	
                5/8/07

              	
                #9

              	
                -$34,694.20

              
	
                5/10/07

              	
                #9

              	
                -$35,031.62

              
	
                5/25/07

              	
                #10

              	
                $16,000.00

              
	
                6/19/07

              	
                #11

              	
                $507.00

              
	
                6/22/07

              	
                #12

              	
                $3,127.19

              
	
                6/26/07

              	
                #13

              	
                $893.00

              
	
                6/26/07

              	
                #14

              	
                $43,025.72

              
	
                6/29/07

              	
                #15

              	
                $34,000.00

              
	
                7/19/07

              	
                #16

              	
                $35,880.00

              
	
                7/20/07

              	
                #17

              	
                $1,585.51

              
	
                7/31/07

              	
                #18

              	
                $45,955.88

              
	
                7/31/07

              	
                #19

              	
                $20,000.00

              
	
                7/31/07

              	
                #20

              	
                $4,676.00

              
	
                8/6/07

              	
                #21

              	
                $43,141.00

              
	
                9/30/07

              	
                #22

              	
                $38,156.65

              
	
                9/30/07

              	
                #23

              	
                $8,015.00

              
	
                9/30/07

              	
                #24

              	
                $83,650.00

              
	
                9/21/07

              	
                #25

              	
                $42,757.79

              
	
                9/30/07

              	
                #26

              	
                $16,980.00

              
	
                9/30/07

              	
                #27

              	
                $59,150.00

              
	
                Total:

              	 
      	
                $682,398.92