10.1 Exhibit A


 


AMENDMENT NO. 1 TO


MANAGEMENT AND DISTRIBUTION AGREEMENT


 


 


This Amendment No. 1 to Management and Distribution
Agreement (the “Amendment”) is entered into as of this 22nd day of June, 2011 by and among Infrared
Applications Inc., a corporation formed under the laws of the State of Texas (“Subsidiary”), Infrared Systems
International, a corporation formed under the laws of the State of Nevada (“IFRS”), Take Flight Equities, Inc.,
a corporation formed under the laws of the State of Washington (“Purchaser”), William M. Wright III, an individual
(“Wright”), and Gary E. Ball, an individual (“Ball”), with reference to that certain Management
and Distribution Agreement (the “Agreement”) dated April 12, 2010 by and among Subsidiary, IFRS, Purchaser,
Wright and Ball (each of Subsidiary, IFRS, Purchaser, Wright and Ball is referred to herein individually as a “Party”
and all are referred to collectively as the “Parties”). Unless otherwise set forth herein, capitalized terms
used herein without definition shall have the meanings given to such terms in the Agreement.


 


For good and valuable consideration, receipt
and the sufficiency of which is hereby acknowledged, the Parties hereby amend the Agreement as follows:


 


1.Notwithstanding anything to the contrary in the Agreement,
ownership of the Subsidiary Shares is hereby transferred from IFRS to Ball without any other action required on their part. Without
limiting the foregoing, the Parties hereby instruct the Escrow Agent of that certain Escrow Agreement among the Parties of even
date with the Agreement to deliver to Ball all outstanding stock certificates for stock in Subsidiary promptly after the date of
this Agreement, and IFRS hereby agrees to deliver to Ball promptly after the date hereof any stock ledger, minute book, and all
other records of Subsidiary.


 


2.Notwithstanding anything to the contrary in the Agreement,
a Subsidiary Distribution shall be made at such time, if any, as the earlier of the foregoing occurs: (i) the net proceeds from
the sale of substantially all of the assets of Subsidiary or a merger of Subsidiary with a third party equal at least One Dollar
($1.00) per share of IFRS Common Stock held by Pre-Transactions IFRS Stockholders as of the Closing Date or (ii) Ball elects to
make a Subsidiary Stock Distribution. The Parties acknowledge that there is no certainty as to when or if a Subsidiary Stock Distribution
will occur.


 


3.Ball shall be responsible for all costs incurred in connection
with a Subsidiary Distribution.


 


4.Article IV of the Agreement is hereby incorporated herein
by this reference as if set forth herein, with all references in said Article IV to the Management Agreement deemed to refer to
this Amendment as well.


 


 


IN WITNESS WHEREOF, this Management Agreement
is executed as of the date first above written.


 


 


INFRARED APPLICATIONS INC.


 


 


 


By: __/s/ Gary E. Ball_________________________


Name: Gary E. Ball


Title: President


 


INFRARED SYSTEMS INTERNATIONAL


 


 


 


By: __/s/ William M. Wright III_________________


Name: William M. Wright III


Title: President


 


TAKE FLIGHT EQUITIES, INC.


  


By: __/s/ William M. Wright III_________________


Name: William M. Wright III


Title: President


 


  


___/s/ William M. Wright III_________________


WILLIAM M. WRIGHT III


 


  


 


__/s/ Gary E. Ball_________________________


GARY E. BALL