ex10-1.htm


     

    
      

      

    

    
      ASSET
ACQUISITION AGREEMENT

      


      BETWEEN

      


      


      


      MOBIEYES
SOFTWARE, INC.,

      A
FLORIDA CORPORATION,

      


      


      


      &

      


      


      


      UTP
HOLDINGS, LLC,

      A
FLORIDA LIMITED LIABILTIY COMPANY

       

      


      


      DATED:
__________, 2010

      


       
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ASSET ACQUISITION
AGREEMENT

      


      This
Asset Acquisition Agreement (the “Agreement”) is made as of the ___ day of
__________, 2010, by and between, Mobieyes Software, Inc., a Florida corporation
(hereafter, “Buyer”) and UTP Holdings, LLC, a Florida limited liability company
(hereafter “Seller”).

      


      BACKGROUND

      


      WHEREAS, the Seller is in the
ferrous and non-ferrous recycling business and the Seller desires to sell
substantially all of its assets to Buyer under the terms and conditions set
forth in this Agreement;

      


      WHEREAS, the Buyer has agreed
to purchase such assets and assume certain of the Seller’s
obligations.

      


      NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises, covenants,
representations, warranties, and agreements contained herein, and intending to
be legally bound, the Seller,  and the Buyer agree as
follows:

      


      ARTICLE
I

      


      SALE
AND PURCHASE OF ASSETS

      


      Section
1.01                      Purchased Assets.
Subject to the terms and conditions of this Agreement, on the Closing Date (as
defined in Section 2.01), Seller will sell to Buyer, and Buyer will purchase
from Seller, the assets of Seller listed below (collectively, the “Purchased
Assets”). The Purchased Assets will be purchased free and clear of all security
interests, liens, restrictions, claims or charges of any kind (“Encumbrances”),
except as provided herein. The Purchased Assets will include the following
items:

      


      (a)           Intellectual
Property. All trademarks and trademark applications, and all patents andpatent applications and all goodwill
associated developed by Seller, including all documentation thereofand all other Intellectual Property (as
defined in Section 4.16) of Seller, and all rights to use the name "UTP
Holdings”;

      


      (b)           Promotional
Rights. All marketing or promotional designs, brochures, advertisements,concepts, literature, books, media
rights, rights against any other Person in respect of any of the foregoingand all other promotional properties,
in each case primarily used or useful or developed or acquired by the Seller for
use in connection with the ownership and operation of the Purchased
Assets;

       
 

      (c)           Customer
Lists and other Intangible Assets. All intangible assets, including without
limitation all customer lists, goodwill, “know-how,” proprietary information and
trade secrets relating to the Seller’s business operations; and all
manufacturers’ warranties (including pending warranty claims) and manuals
relating to the Purchased Assets;

      


      (d)           Promotional
Rights. All marketing or promotional designs, brochures, advertisements,
concepts, literature, books, media rights, rights against any other Person in
respect of any of the foregoing and all other promotional properties, in each
case primarily used or useful or developed or acquired by the Seller for use in
connection with the ownership and operation of the Purchased
Assets;

      


      (e)           Specific
Assets. Those assets specifically set forth on Schedule 1.01(a)
hereto;

      


      (f)           Leases.
All real property leases of Seller, to the extent such are
assignable;

      


      (g)           Telephone
and Facsimile Numbers. The right to use the telephone and facsimile machine
numbers assigned to Seller’s places of business in Sarasota,
Florida;

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (h)           Books
and Records. All papers, documents, computerized databases and records of Seller
relating to the Purchased Assets and its business operations, including without
limitation all corporate documents, employer records and workers’ compensation
records relating to employees hired by the Buyer, sales records, marketing
records, accounting and financial records, and maintenance and production
records; and

      


      (i)           Claims
Relating to Purchased Assets. All claims, causes of action, rights of recovery
and rights of setoff of every type and kind relating to the Purchased Assets and
all claims, causes of action, rights of recovery and rights of setoff of every
type and kind relating to the Assumed Obligations (as defined in Section 1.02),
in each case whether accruing before or after the Closing; provided, however,
that the definition of Purchased Assets shall not include any items defined as
Excluded Assets in Section 1.03;

      


      Section
1.02                      Assumed Obligations.
In consideration of Buyer’s purchase of the Purchased Assets, subject to the
terms and conditions set forth herein, on the Closing Date the Seller shall
assign to the Buyer and the Buyer shall assume and discharge in a timely fashion
all of the liabilities and obligations of the Seller set forth on Schedule 1.02
(hereafter collectively referred to as the “Assumed Obligations”).

      


      Except as
expressly set forth in this Section 1.02, the Buyer shall have no responsibility
for any of the Seller’s obligations (including contracts, leases, product
warranties, purchase orders and liabilities of any type, kind or nature),
whether fixed, accrued, contingent or otherwise, and whether arising in
contract, in tort, by violation of law, by operation of law, or otherwise, and
all such obligations shall remain with the Seller and are herein referred to as
the “Excluded Obligations.”

      


      Section
1.03                      Consideration. In
addition to the assumption of the Assumed Obligations, at the Closing, Buyer
shall deliver to the Seller a two hundred fifty thousand dollar ($250,000) 10%
Convertible Promissory Note in favor of only Dana J. Pekas, with such Note being
fully due and payable on or before December 31, 2010, a copy of the Convertible
Promissory Note is attached hereto as Exhibit B.

      


      Section
1.04                      Tax Consequences. For
federal income tax purposes, the transactions contemplated hereby are intended
to constitute a “reorganization” within the meaning of Section 368 of the Code.
The parties to this Agreement hereby adopt this Agreement as a “plan of
reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations, and each party is intended to be a “party to
the reorganization” within the meaning of Section 368 of the Code.

      


      ARTICLE
II

      


      CLOSING;
DOCUMENTS OF CONVEYANCE

      


      Section
2.01                      Closing.                      
Subject to the satisfaction of the conditions set forth in Articles VI and VII,
the purchase and sale contemplated hereby shall be consummated at a closing
(referred to herein as the “Closing”) to be held at the offices of Carrillo
Huettel, LLP, 3033 Fifth Ave. Suite 201, San Diego, CA 92103, on ______________,
2010, (the “Closing Date”). The purchase and sale shall be deemed effective for
all purposes as of the close of business on the Closing Date (the “Effective
Time”).

      


      Section
2.02                                Actions to be Taken at the
Closing. At the Closing, the Parties will take the following actions and
deliver the following documents:

      


      (a)           Seller
will execute and deliver to Buyer a Bill of Sale and Assignment Agreement in
substantially the form attached hereto as Exhibit C, together with such other
instruments of conveyance and evidence of the transfer of title to the Purchased
Assets from Seller to Buyer as Buyer may reasonably request.

      


      (b)           Buyer
and Seller will each deliver to the others (to the extent applicable), all
consents and approvals (including, without limitation, resolutions and
incumbency certificates of the directors and officers of each, and necessary
minutes or resolutions of the stockholders of each) required for each party to
enter into this Agreement and consummate the transactions described
herein.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      All
instruments of conveyance shall be free of all Encumbrances except for any liens
securing the Assumed Obligations and shall be in form and content reasonably
acceptable to counsel for the Buyer and the Seller.

      


      Section
2.03                      Transfer of
Possession. Simultaneously with the Effective Time, the Seller shall give
the Buyer full possession and enjoyment of the Purchased Assets.

      


      ARTICLE
III

      


      Intentionally
left blank

       
 

      ARTICLE
IV

      


      REPRESENTATIONS
AND WARRANTIES OF BUYER

      


      The Buyer
represents and warrants to the Seller and covenants with the Seller, as
follows:

      


      Section
4.01                      Due Organization.
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of Florida and has all necessary power and authority to conduct
its business in the manner in which its business is currently being conducted.
Each subsidiary of Buyer is a corporation duly organized, validly existing and
in good standing under the laws of its place of incorporation and has all
necessary power and authority to conduct its business in the manner in which its
business is currently being conducted.

      


      Section
4.02                      Capitalization, Etc.
The capitalization of Buyer consists of 250,000,000 authorized shares of voting
common stock, of which, at Closing, there will be 13,200,000 shares issued and
outstanding. The relative rights and preferences of any of the preferred stock
have not been established. All of the outstanding shares of Buyer’s common stock
have been duly authorized and validly issued, and are fully paid and
non-assessable, and none of such shares is subject to any repurchase option or
restriction on transfer. All of such shares have been issued in compliance with
applicable securities laws.

      


      Except as
provided in Schedule 4.04, there is no: (i) outstanding subscription, option,
call, warrant or right (whether or not currently exercisable) to acquire or
otherwise relating to, any shares of the capital stock or other securities of
Buyer; (ii) outstanding security, instrument or obligation that is or may become
convertible into or exchangeable for any shares of the capital stock or other
securities of Buyer; (iii) contract under which Buyer is or may become obligated
to sell or otherwise issue any shares of its capital stock or any other
securities; or (iv) condition or circumstance that may give rise to or provide a
basis for the assertion of a claim by any Person to the effect that such Person
is entitled to acquire or receive any shares of capital stock or other
securities of Buyer.

      


      Section
4.03                      Financial Statements.
Buyer has delivered to Seller the following financial statements and notes
(collectively, the “Buyer Financial Statements”): the audited balance sheet,
income statement, and statement of cash flows of Buyer and its subsidiaries for
the years ended January 31, 2010 and January 31, 2009. The Buyer Financial
Statements are accurate and complete in all material respects and present fairly
the financial position of Buyer as of the dates thereof and the results of
operations and cash flows of Buyer for the periods covered thereby. Except as
disclosed on Schedule 4.03, there has been no material adverse change in Buyer’s
financial condition, business or properties since the date of the most recent
Buyer Financial Statements. Except as disclosed on Schedule 4.03 attached
hereto, neither Buyer nor any of its subsidiaries are liable for or subject to
any liabilities, except for those liabilities reflected on the Buyer Financial
Statements and not heretofore paid or discharged and those liabilities arising
in the ordinary course of business consistent with past practice under any
contract, commitment or agreement specifically disclosed on any Schedule to this
Agreement.

      


      Section
4.04                      Tax Matters. Except
as set forth on Schedule 4.04, all Tax Returns required to be filed by or on
behalf of Buyer or any of its subsidiaries with any Governmental Body with
respect to any transaction occurring or any taxable period ending on or before
the Closing Date (the “Buyer Returns”) (i) have been or will be filed when due,
and (ii) have been, or will be when filed, accurately and completely prepared in
compliance with all applicable Legal Requirements.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
4.05                      Insurance. Buyer and
each of its subsidiaries has maintained, and will maintain insurance coverage
against liability, loss or casualty with respect to its operations.

      


      Section
4.06                      Legal Proceedings.
Except as set forth on Schedule 4.06, there is no pending Legal Proceeding, and,
to the best of the knowledge of Buyer, no Person has threatened to commence any
Legal Proceeding: (i) that involves Buyer, any subsidiary of Buyer, or any of
the assets owned or used by Buyer or its subsidiaries and which, if decided
against Buyer or the subsidiaries, would have a Material Adverse Effect on the
financial condition, business or properties of Buyer or the subsidiary; or (ii)
that challenges, or that may have the effect of preventing, delaying, making
illegal or otherwise interfering with any of the transactions contemplated by
this Agreement.

      


      Section
4.07                      Compliance with Laws.
To the best knowledge of Buyer, it and each of its subsidiaries has at all times
conducted its business in compliance with all applicable laws, regulations,
ordinances and other requirements of all Governmental Bodies (including
applicable federal, state and local laws, rules and regulations respecting
occupational safety and health standards). Buyer has not received any notice,
advice, claim or complaint from any employee or Governmental Body that Buyer or
any subsidiary has not conducted, or is not presently conducting, its business
and operations in accordance with all applicable laws and other requirements of
Governmental Bodies.

      


      Section
4.8                      Authority; Binding Nature of
Agreement. Buyer has the absolute and unrestricted right, power and
authority to enter into and to perform its obligations under this Agreement; the
execution, delivery and performance by Buyer of this Agreement have been duly
authorized by all necessary action on the part of Buyer and its board of
directors; and the approval of Buyer’s shareholders is not required. This
Agreement constitutes the legal, valid and binding obligation of Buyer,
enforceable against it in accordance with its terms, subject to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies. At the Closing, Buyer will deliver to Seller such
evidence of the authorization of its execution, delivery, and performance of
this Agreement as Seller may reasonably request.

      


      Section
4.9                      Non-Contravention.
Neither (i) the execution delivery or performance of this Agreement or any of
the other agreements referred to in this Agreement, nor (ii) the consummation of
any of the transactions contemplated by this Agreement, will directly or
indirectly (with or without notice or lapse of time):

      


      (a)           contravene,
conflict with or result in a violation of (i) the provisions of the respective
Articles of Incorporation or Bylaws of Buyer, or (ii) any resolution adopted by
the shareholders or Board of Directors of Buyer;

      


      (b)           contravene,
conflict with or result in a violation of, or give any Governmental Body or any
Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under, any Legal
Requirement or any order, writ, injunction, judgment, or decree to which Buyer
or any of its subsidiaries, or any of the assets owned or used by it or them, is
subject; or

      


      (c)           contravene,
conflict with or result in a violation of, or breach of, or result in a default
under, any provision of any Contract to which Buyer or any of its subsidiaries
is a party, or give any Person the right to (i) declare a default or exercise
any remedy under any such Contract, (ii) accelerate the maturity or performance
of any such Contract, (iii) cancel, terminate or modify any such
Contract.

      


      Buyer is
not and will not be required to make any filing with or give any notice to, or
to obtain any Consent from, any Person in connection with (x) the execution,
delivery or performance of this Agreement or any of the other agreements
referred to in this Agreement, or (y) the consummation of any of the
transactions contemplated by this Agreement.

      


      Section
4.10                      Full Disclosure. This
Agreement, and all documents delivered by Buyer to Seller in connection with the
transactions contemplated herein, do not (i) contain any representation,
warranty or information that is false or misleading with respect to any material
fact, or (ii) omit to state any material fact necessary in order to make the
representations, warranties and information contained and to be contained herein
and therein not false or misleading.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
V

      


      REPRESENTATIONS
AND WARRANTIES OF SELLER

      


      Seller
represents and warrants, to and for the benefit of Buyer and seller as follows
as of the date hereof and as of the Closing Date:

      


      Section
5.01                      Due Organization.
Seller is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Florida and has all necessary power
and authority to conduct its business in the manner in which its business is
currently being conducted.

      


      Section
5.02                      Financial Statements.
Seller has delivered to Buyer the following financial statements and notes
(collectively, the “Seller Financial Statements”): the audited balance sheet,
income statement, and statement of cash flows of Buyer and its subsidiaries for
the years ended December 31, 2009 and January 31, 2008. The Seller Financial
Statements are accurate and complete in all material respects and present fairly
the financial position of Seller as of the dates thereof and the results of
operations and cash flows of Seller for the period covered thereby. Except as
disclosed on Schedule 5.02, there has been no material adverse change in
Seller’s financial condition, business or properties since the date of the most
recent Seller Financial Statements. Except as reflected on the Seller Financial
Statements or otherwise disclosed on the Schedules attached hereto, Seller is
not liable for or subject to any liabilities not heretofore paid or discharged
and those liabilities arising in the ordinary course of its business consistent
with past practice.

      


      Section
5.03                      Tax Matters. Except
as set forth on Schedule 5.03, all Tax Returns required to be filed by or on
behalf of Seller with any Governmental Body with respect to any transaction
occurring or any taxable period ending on or before the Closing Date (the
“Seller Returns”) (i) have been timely filed or are not yet due, and (ii) have
been accurately and completely prepared in compliance with all applicable Legal
Requirements.

      


      Section
5.04                      Insurance. Seller has
maintained, and will maintain through the Closing Date, insurance coverage
against liability, loss or casualty with respect to the operations of Seller. A
description of all such policies is hereto attached as Schedule
5.04.

      


      Section
5.05                      Legal Proceedings.
Except as set forth on Schedule 5.05, there is no pending Legal Proceeding, and,
to the best of the knowledge of Seller, no Person has threatened to commence any
Legal Proceeding: (i) that involves Seller or any of the assets owned or used by
Seller and which, if decided against Seller, would have a Material Adverse
Effect on the financial condition, business or properties of Seller; or (ii)
that challenges, or that may have the effect of preventing, delaying, making
illegal or otherwise interfering with any of the transactions contemplated by
this Agreement.

      


      Section
5.06                      Assets. Seller has,
and will have at the Closing, good, valid and marketable title to all of the
Purchased Assets, free and clear of any liens, except as disclosed on Schedule
5.06. Seller has not sold, transferred, assigned or conveyed any of its right,
title and interest, or granted or entered into any option to purchase or acquire
any of its right, title or interest, in and to any of the Purchased Assets or
its business. No third party has any option or right to acquire Seller’s
business or any of the Purchased Assets.

      


      Section
5.07                      Real Property. Seller
owns no real property. Schedule 5.07 includes a complete list of the real
property leased by Seller (“Seller Leased Real Property”). Seller has a valid
leasehold interest in the Seller Leased Real Property and will deliver to Buyer
at Closing a certificate confirming that such leases are in full force and
effect.

      


      Section
5.08                      Compliance with Laws.
To the best knowledge of Seller, it has at all time conducted its business in
compliance with all applicable laws, regulations, ordinances and other
requirements of all Governmental Bodies (including applicable federal, state and
local laws, rules and regulations respecting occupational safety and health
standards). Seller has not received any notice, advice, claim or complaint from
any employee or Governmental Body that Seller has not conducted, or is not
presently conducting, its business and operations in accordance with all
applicable laws and other requirements of Governmental Bodies.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
5.09                      Authority; Binding Nature of
Agreement. Subject only to the approval of its shareholders, Seller has
the absolute and unrestricted right, power and authority to enter into and to
perform its obligations under this Agreement; and the execution, delivery and
performance by Seller of this Agreement has been duly authorized by all
necessary action on the part of Seller and its board of directors. Subject to
the approval of Seller’s shareholders, this Agreement constitutes the legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, subject to (i) laws of general application relating to
bankruptcy, insolvency and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.
At the Closing, Seller will deliver to Buyer such evidence of the authorization
of Seller’s execution, delivery, and performance of this Agreement as Buyer may
reasonably request.

      


      Section
5.10                      Non-Contravention.
Neither (i) the execution, delivery or performance of this Agreement or any of
the other agreements referred to in this Agreement, nor (ii) the consummation of
any of the transactions contemplated by this Agreement, will directly or
indirectly (with or without notice or lapse of time):

      


      (a)           contravene,
conflict with or result in a violation of (i) any of the provisions of Seller’s
articles of organization or operation agreement, or (ii) any resolution adopted
by Seller’s members or managers;

      


      (b)           contravene,
conflict with or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under, any Legal
Requirement or any order, writ, injunction, judgment or decree to which Seller,
or any of the Purchased Assets is subject; or

      


      (c)           contravene,
conflict with or result in a violation or breach of, or result in a default
under, any provision of any Seller Contract, or give any Person the right to (i)
declare a default or exercise any remedy under any Seller Contract, (ii)
accelerate the maturity or performance of any Seller Contract, or (iii) cancel,
terminate or modify any Seller Contract.

      


      Except
for the required shareholder approval, Seller is not and will not be required to
make any filing with or given any notice to, or to obtain any Consent from, any
Person in connection with (x) the execution, delivery or performance of this
Agreement or any of the other agreements referred to in this Agreement, or (y)
the consummation of any of the transactions contemplated by this Agreement,
except to the extent the consent of third parties may be required in connection
with the assignment of the Purchased Assets and the Assumed Obligations and
Leased Obligations.

      


      Section
5.11                      Significant Customers;
Material Contracts and Commitments. Schedule 5.11 hereto contains an
accurate list of all material contracts, commitments, leases, instruments,
agreements, licenses or permits to which Seller is a party or by which it or its
properties are bound (including without limitation contracts with significant
customers, joint venture or partnership agreements, contracts with any labor
organizations, loan agreements, indemnity or guaranty agreements, bonds,
mortgages, options to purchase land, liens, pledges or other security
agreements, employment contracts, and employee benefit plans) (collectively, the
“Seller Material Contracts”). Except to the extent set forth on Schedule 5.11
hereto, (i) Seller has complied with its material commitments and obligations
and is not in default under any of the Seller Material Contracts and no notice
of default has been received with respect to any thereof and (ii) there are no
Seller Material Contracts that were not negotiated at arm’s length with third
parties not affiliated with Seller or any officer, director or stockholder of
Seller. Seller is not bound by or subject to (and none of its respective assets
or properties is bound by or subject to) any arrangement with any labor union.
No employees of Seller are represented by any labor union or covered by any
collective bargaining agreement and, to the best of Seller’s knowledge, no
campaign to establish such representation is in progress. Seller considers its
relationship with its employees to be good.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
5.12                                Intellectual
Property.

      


      (a)           Seller
owns, free and clear of any Encumbrance, or has the valid right to use all
Intellectual Property (as defined in Section 4.16) used by it in its business as
currently conducted. Each employee of Seller who created any of Seller’s
Intellectual Property and each independent contractor engaged by Seller who
created any of Seller’s Intellectual Property has assigned to Seller all of such
employee’s or contractor’s right, title and interest in such Intellectual
Property. No other Person (other than licensors of software that is generally
commercially available, licensors of Intellectual Property under the agreements
disclosed pursuant to paragraph (c) below and non-exclusive licensees of
Seller’s Intellectual Property in the ordinary course of Seller’s business) has
any rights to any of the Intellectual Property owned or used by Seller, and, to
Seller’s knowledge, no other Person or Entity is infringing, violating or
misappropriating any of the Intellectual Property that Seller owns or has an
exclusive license to use.

      


      (b)           Except
as set forth on Schedule 5.12, Seller has no agreements with any Person pursuant
to which Seller obtains rights to Intellectual Property material to the business
of Seller (other than software that is generally commercially available) that is
owned by a Person other than Seller. Other than license fees for software that
is generally commercially available, Seller is not obligated to pay any
royalties or other compensation to any third party in respect of its ownership,
use or license of any of its Intellectual Property.

      


      (c)           Seller
has taken reasonable precautions (i) to protect its rights in its Intellectual
Property and (ii) to maintain the confidentiality of its trade secrets, know-how
and other confidential Intellectual Property, and to Seller’s knowledge, there
have been no acts or omissions by the officers, directors, employees and agents
of Seller, the result of which would be to materially compromise the rights of
Seller to apply for or enforce appropriate legal protection of Seller’s
Intellectual Property.

      


      Section
5.13                      Full Disclosure. This
Agreement, and all documents delivered by Seller to Buyer in connection with the
transactions contemplated herein, do not (i) contain any representation,
warranty or information that is false or misleading with respect to any material
fact, or (ii) omit to state any material fact necessary in order to make the
representations, warranties and information contained and to be contained herein
and therein not false or misleading. Buyer have completed their due diligence
investigation of Seller.

      


      ARTICLE
VI

      


      CONDITIONS
PRECEDENT TO OBLIGATIONS OF BUYER.

      


      The
obligations of Buyer to consummate the transactions contemplated by this
Agreement are subject to the satisfaction, at or prior to the Closing, of each
of the following conditions:

      


      Section
6.01                      Accuracy of
Representations. Each of the representations and warranties made by
Seller in this Agreement and in each of the other agreements and instruments
delivered to Buyer in connection with the transactions contemplated by this
Agreement shall have been accurate in all respects as of the date of this
Agreement, and shall be accurate in all respects as of the Closing Date as if
made on the Closing Date.

      


      Section
6.02                      Performance of
Covenants. Each covenant or obligation that Seller is required to comply
with or to perform at or prior to the Closing shall have been complied with and
performed in all respects.

      


      Section
6.03                      Consents. All
Consents required to be obtained in connection with the transactions
contemplated by this Agreement shall have been obtained and shall be in full
force and effect.

      


      Section
6.04                      Agreements and
Documents. Buyer shall have received a certificate executed by Seller
containing the representation and warranty of Seller that each of the
representations and warranties set forth in Article V is accurate in all
material respects as of the Closing Date as if made on the Closing Date and that
the conditions set forth in Article VI have been duly satisfied.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
VII

      


      CONDITIONS
PRECEDENT TO OBLIGATIONS OF SELLER

      


      The
obligations of Seller to consummate the transactions contemplated by this
Agreement are subject to the satisfaction, at or prior to the Closing, of the
following conditions:

      


      Section
7.01                      Accuracy of
Representations. Each of the representations and warranties made by Buyer
in this Agreement and in each of the other agreements and instruments delivered
to Seller in connection with the transactions contemplated by this Agreement
shall have been accurate in all respects as of the date of this Agreement, and
shall be accurate in all respects as of the Closing Date as if made on the
Closing Date.

      


      Section
7.02                      Performance of
Covenants. All of the covenants and obligations that Buyer or Buyer is
required to comply with or to perform at or prior to the Closing shall have been
complied with and performed in all respects.

      


      Section
7.03                      Consents. All
Consents required to be obtained in connection with the transactions
contemplated by this Agreement shall have been obtained and shall be in full
force and effect.

      


      Section
7.04                      Agreements and
Documents. Seller shall have received a certificate executed by each of
Buyer, and containing the representation and warranty of each that each of the
representations and warranties set forth in Articles III and IV are accurate in
all material respects as of the Closing Date as if made on the Closing Date and
that the conditions set forth in Article VII have been duly
satisfied.

      


      ARTICLE
VIII

      


      SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

      


      Section
8.01                      Survival of Representations
and Warranties. All of the representations and warranties of Buyer and
Seller contained in this Agreement shall survive the Closing and shall continue
for a period of one year following the Closing Date.

      


      Section
8.02                      Seller Indemnity.
Subject to the provisions of Section 8.04 hereof, Seller shall defend, indemnify
and hold harmless Buyer (and their respective directors, officers, employees,
agents, affiliates, successors and assigns) from and against any and all
demands, claims, payments, defenses, obligations, recoveries, deficiencies,
fines, penalties, interest, assessments, actions, liens, causes of action,
suits, proceedings, judgments, losses, damages (including without limitation
punitive, exemplary or consequential damages, lost income and profits,
interruptions of business and diminution in the value of stock), liabilities,
costs, and expenses of any kind (including without limitation (i) interest,
penalties and reasonable attorneys’ fees and expenses, (ii) attorneys’ fees and
expenses necessary to enforce their rights to indemnification hereunder, and
(iii) consultants’ fees and other costs of defending or investigating any claim
hereunder), whether accrued, absolute, contingent, known, unknown, or otherwise
as of the Closing Date or thereafter asserted against, imposed upon or incurred
by Buyer or its directors, officers, employees, agents, affiliates, successors
or assigns by reason of, resulting from, arising out of, based upon, awarded or
asserted against or otherwise in respect of:

      


      (a)           any
period or periods of Seller ending prior to the Closing and which involve any
claimsagainst Seller, or their
respective properties or assets, relating to actions or inactions of Seller or
itsmanagers, members, employees
or agents prior to Closing, or the operation of the business of Seller prior to
the Closing unless such liability relates to an Assumed Obligation;

      


      (b)           any
breach of any representation and warranty contained in this Agreement or
anymisrepresentation in or
omission on the part of Seller contained in any certificate furnished or to
befurnished to Buyer by Seller
pursuant to this Agreement; and,

      


      (c)           the
remedy and right of recovery for any indemnity claim covered hereby shall be
limited to the recovery by Buyer of the consideration paid hereunder. The
indemnity herein contained shall expire one year following the Closing;
provided, however, that if an indemnity claim is asserted prior to such
expiration date, but is contested or otherwise not resolved at such expiration
date, this indemnity shall expire with respect to such claim only upon
resolution of the claim.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
IX

      


      CONDUCT
OF THE PARTIES AFTER CLOSING

      


      Section
9.01                      Cooperation. The
Buyer and the Seller will cooperate upon and after the Closing Date in effecting
the orderly transfer of the Purchased Assets to the Buyer. Without limiting the
generality of the foregoing, the Seller, at the request of the Buyer without
additional consideration, will execute and deliver from time to time such
further instruments of assignment, conveyance and transfer, will sign any
documents necessary or useful to ensure that all of the right, title and
interest in and to the Purchased Assets vests in the Buyer, will cooperate in
the conduct of litigation and the processing and collection of insurance claims,
and will take such other actions as may reasonably be required to convey and
deliver to the Buyer more effective title to the Purchased Assets, or to confirm
and perfect the Buyer’s title thereto, as contemplated by this
Agreement.

      


      Section
9.02                      Access to Books and
Records. As long as the Buyer retains any books and records of Seller’s
business acquired by the Buyer hereunder, it will provide the Seller with
reasonable access during customary business hours to such books and records and
as long as the Seller retains the books and records of the Seller’s business
retained by the Seller hereunder, it will provide the Buyer with reasonable
access during customary business hours to such books and records. Prior to the
disposal of any such books and records by any party hereto, such party shall
provide 60 days’ prior written notice to the other party and shall relinquish
possession of such books and records to such other party upon receipt of a
written request therefor within the 60-day time period.

      


      Section
9.03                      Repayment of
Obligations. Other than the Assumed Liabilities, the Seller agrees to pay
all of the Seller’s liabilities and obligations (other than the Assumed
Obligations) by either: (a) paying such liabilities and obligations in full as
they come due, (b) entering into arrangements acceptable to the obligees of such
liabilities and obligations for the repayment of such liabilities and
obligations, or (c) reserving sufficient assets (in Seller’s business judgment)
to pay contingent or disputed claims. The Seller agrees that, so long as any of
the Seller’s liabilities and obligations (other than the Assumed Obligations)
existing on the Closing Date or arising thereafter remain unpaid, the Seller
will not make any dividend or distribution with respect to the Seller’s capital
stock from any reserved assets, but Seller will otherwise make such
distributions as are appropriate to comply with any plan of liquidation and
dissolution.

      


      ARTICLE
X

      


      MISCELLANEOUS

      


      Section
10.01                                Further Assurances.
Each party hereto shall execute and cause to be delivered to each other party
hereto such instruments and other documents, and shall take such other actions,
as such other party may reasonably request (prior to, at, or after the Closing)
for the purpose of carrying out or evidencing any of the transactions
contemplated by this Agreement.

      


      Section
10.02                                Fees and Expenses.
All fees, costs and expenses (including legal fees and accounting fees) that
have been incurred or that are incurred in the future by any party in connection
with the transactions contemplated by this Agreement, including all fees, costs
and expenses incurred by such party in connection with or by virtue of (a) any
investigation and review conducted by such party of the other party’s business
(and the furnishing of information in connection with such investigation and
review), (b) the negotiation, preparation and review of this Agreement and all
agreements, certificates, opinions and other instruments and documents delivered
or to be delivered in connection with the transactions contemplated by this
Agreement, (c) the preparation and submission of any filing or notice required
to be made or given in connection with any of the transactions contemplated by
this Agreement, and the obtaining of any Consent required to be obtained in
connection with any of such transactions, and (d) the consummation of the
transactions contemplated hereby shall be paid: (i) by Buyer, if incurred by
Buyer; and (ii) by Seller, if incurred by Seller.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
10.03                                Attorneys’ Fees. If
any action or proceeding relating to this Agreement or the enforcement of any
provision of this Agreement is brought against any party hereto, the prevailing
party shall be entitled to recover reasonable attorneys’ fees, costs and
disbursements (in addition to any other relief to which the prevailing party may
be entitled).

      


      Section
10.04                                Notices. Any notice
or other communication required or permitted to be delivered to any party under
this Agreement shall be in writing and shall be deemed properly delivered, given
and received when delivered (by hand, by registered mail, by courier or express
delivery service or by facsimile) to the address or facsimile telephone number
set forth beneath the name of such party below (or to such other address or
facsimile telephone number as such party shall have specified in a written
notice given to the other parties hereto):

      


      if
to Buyer:

      Mobieyes
Software, Inc.

      c/o
Carrillo Huettel, LLP

      3033
Fifth Ave. Suite 201

      San
Diego, CA 92103

      Tel: 619
399 3090

      Fax: 619
399 0120

      


      if
to Seller:

      UTP
Holdings, LLC.

      5224
Siesta Cove Drive

      Sarasota,
FL 34242

      Tel: 941 312 0330

      Fax: 941
827 9590

      


      Section
10.05                                Severability. In the
event that any provision of this Agreement, or the application of any such
provision to any Person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to Persons or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to
be valid and enforceable to the fullest extent permitted by law.

      


      Section
10.06                                Headings. The Section
headings contained in this Agreement are for convenience of reference only,
shall not be deemed to be a part of this Agreement and shall not be referred to
in connection with the construction or interpretation of this
Agreement.

      


      Section
10.07                                Counterparts. This
Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.

      


      Section
10.08                                Governing Law;
Venue.

      


      (a)           This
Agreement shall be construed in accordance with, and governed in all respects
by, the internal laws of the State of Florida (without giving effect to
principles of conflicts of laws).

      


      (b)           Any
legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement shall be brought in or otherwise
commenced in any state or federal court located in or serving Sarasota, Florida.
Each party to this Agreement: (i) expressly and irrevocably consents and submits
to the jurisdiction of each state and federal court located in or serving
Sarasota, Florida in connection with any such legal proceeding; (ii) agrees that
each state and federal court located in or serving Sarasota, Florida shall be
deemed to be a convenient forum; and (iii) agrees not to assert (by way of
motion, as a defense or otherwise), in any such legal proceeding commenced in
any state or federal court located in or serving Sarasota, Florida, any claim
that such party is not subject personally to the jurisdiction of such court,
that such legal proceeding has been brought in an inconvenient forum, that the
venue of such proceeding is improper or that this Agreement or the subject
matter of this Agreement may not be enforced in or by such court.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
10.09                                Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. This Agreement
may not be assigned by any party. Seller’s shareholders are intended third-party
beneficiaries hereof, but there are no other intended third-party beneficiaries
hereof.

      


      Section
10.10                                Remedies Cumulative;
Specific Performance. The rights and remedies of the parties hereto shall
be cumulative (and not alternative). The parties to this Agreement agree that,
in the event of any breach or threatened breach by any party to this Agreement
of any covenant, obligation or other provision set forth in this Agreement for
the benefit of any other party to this Agreement, such other party shall be
entitled (in addition to any other remedy that may be available to it) to (a) a
decree or order of specific performance or mandamus to enforce the observance
and performance of such covenant, obligation or other provision, and (b) an
injunction restraining such breach or threatened breach.

      


      Section
10.11                                Waiver.

      


      (a)           No
failure on the part of any party to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any party in exercising
any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or
remedy.

      


      (b)           No
party shall be deemed to have waived any claim arising out of this Agreement, or
any power, right, privilege or remedy under this Agreement, unless the waiver of
such claim, power, right, privilege or remedy is expressly set forth in a
written instrument duly executed and delivered on behalf of such party; and any
such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.

      


      Section
10.12                                Amendments. This
Agreement may not be amended, modified, altered or supplemented other than by
means of a written instrument duly executed and delivered on behalf of all of
the parties hereto.

      


      Section
10.13                                Entire Agreement.
This Agreement and the attached Exhibits and Schedules sets forth the entire
understanding of the parties hereto relating to the subject matter hereof and
thereof and supersedes all prior agreements and understandings among or between
any of the parties relating to the subject matter hereof.

      


      


      


      


      


      


      


      [SIGNATURES
PAGE FOLLOWS]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
parties hereto have caused this Agreement to be executed and delivered as of the
date first above written.

      


      MOBIEYES
SOFTWARE, INC., a Florida corporation

      


      


      By:
____________________________

      


       Its:_____________________________

      


      


      UTP
HOLDINGS, LLC, a Florida limited liability company

      


      


      By:
____________________________                                                                Percent
of Ownership: __________________________

             Dana
J. Pekas

       
 

      


      By:
____________________________                                                                Percent
of Ownership: __________________________

             Dana
J. Pekas, as Trustee of the

             SFJ
Family Trust

      


      


      By:
____________________________                                                                Percent
of Ownership: __________________________

             Richard
L. Lupient

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      


      CERTAIN
DEFINITIONS

      


      For
purposes of the Agreement (including this Exhibit A):

      


      CONSENT.
“Consent” shall mean any approval, consent, ratification, permission, waiver or
authorization (including from a Governmental Body).

      


      CONTRACT.
“Contract” shall mean any written, oral or other agreement, contract,
subcontract, lease, understanding, instrument, note, warranty, insurance policy,
benefit plan, or legally binding commitment or undertaking of any
nature.

      


      ENTITY.
“Entity” shall mean any corporation (including any non-profit corporation),
general partnership, limited partnership, limited liability partnership, joint
venture, estate, trust, company (including any limited liability company or
joint stock company), firm or other enterprise, association, organization or
entity.

      


      GOVERNMENTAL
BODY. “Governmental Body” shall mean any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the United States, any
foreign country or any domestic or foreign state, county, city, local or other
political subdivision.

      


      LEGAL
PROCEEDING. “Legal Proceeding” shall mean any action, suit, litigation,
arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), hearing, inquiry, audit, examination or
investigation commenced, brought, conducted or heard by or before, or otherwise
involving, any court or other Governmental Body or any arbitrator or arbitration
panel.

      


      LEGAL
REQUIREMENT. “Legal Requirement” shall mean any federal, state, local,
municipal, foreign or other law, statute, constitute, principle of common law,
resolution, ordinance, code, edict, decree, rule, regulation, ruling or
requirement issued, enacted, adopted, promulgated, implemented or otherwise put
into effect by or under the authority of any Governmental Body.

      


      MATERIAL
ADVERSE EFFECT. A violation or other matter will be deemed to have a “Material
Adverse Effect” on a Person if such violation or other matter (considered
together with all other matters that would constitute exceptions to the
representations and warranties set forth in the Agreement or in any Closing
Certificate but for the presence of “Material Adverse Effect” or other
materiality qualifications, or any similar qualifications, in such
representations and warranties) would have a material adverse effect on such
Person’s business, condition, assets, liabilities, operations, financial
performance or prospects.

      


      PERSON.
“Person” shall mean any individual, Entity or Governmental Body.

      


      TAX.
“Tax” shall mean any tax (including any income tax, franchise tax, capital gains
tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax,
transfer tax, stamp tax, sales tax, use tax, property tax, business tax,
withholding tax or payroll tax), levy, assessment, tariff, duty (including any
customs duty), deficiency or fee, and any related charge or amount (including
any fine, penalty or interest), imposed, assessed or collected by or under the
authority of any Governmental Body.

      


      TAX
RETURN. “Tax Return” shall mean any return (including any information return),
report, statement, declaration, estimate, schedule, notice, notification, form,
election, certificate or other document or information filed

      with or
submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment, collection or payment of
any Tax or in connection with the administration, implementation or enforcement
of or compliance with any Legal Requirement relating to any Tax.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
B

       

      THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
OF THIS NOTE OR OF THE COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

       

       

      CONVERTIBLE
PROMISSORY
NOTE- MOBIEYES SOFTWARE, INC.

       

      $250,000                                                                                                                    ____________,
2010

      For value received, Mobieyes Software,
Inc., a Florida corporation (the “Company”), promises
to pay to Dana J. Pekas (the “Holder”), the
principal sum of Two Hundred Fifty Thousand Dollars ($250,000), together with
interest as set forth herein. This Note is subject to the following terms and
conditions.

       

      1.           Maturity;
Payment due upon Maturity; Default. Unless converted as
provided in Section 3, this Note will automatically mature and be due and
payable on December 31, 2010, (the “Maturity Date”). The
amount payable upon the maturity of this Note shall be equal to Two Hundred
Fifty Thousand Dollars ($250,000). Notwithstanding anything in the foregoing,
the entire unpaid principal sum of this Note shall become immediately due and
payable upon an “Event
of Default”, which is: the insolvency of the Company, the failure of the
Company to pay interest as set forth in Section 2 hereof, the commission of any
act of bankruptcy by the Company, the execution by the Company of a general
assignment for the benefit of creditors, the filing by or against the Company of
a petition in bankruptcy or any petition for relief under the federal bankruptcy
act or the continuation of such petition without dismissal for a period of
ninety (90) days or more, or the appointment of a receiver or trustee to take
possession of the property or assets of the Company.

       

      2.           Interest.  Simple
interest upon this Note shall accrue at a rate of ten percent (10%) per
annum.

       

      3.           Conversion.

       

      (a)           Conversion
by Holder. The entire principal
amount of this Note and any accrued interest may be converted into shares of the
Company’s common stock by election of the Holder at any time during the term of
this Note. The number of shares to be issued upon conversion hereof shall be
determined as of the date of receipt of Conversion Notice by the Company from
the Seller by dividing (i) the entire principal amount of this Note plus any
accrued interest by (ii) the average of the previous five (5) day closing market
price of Company's common stock (iii) less 25%, rounded up to the nearest whole
share.

       

      (b)          Prepayment. The Company shall have
the right to prepay the principal due under this Note, in full, upon 10 days
written notice to the Holder. During the 10 day notice period, the Holder shall
have the right to convert the entire principal amount of the Note into shares of
the Company’s common stock. Should the Holder elect to convert the entire
principal due under this Note such conversion shall be at the Conversion
Price.

       

      (c)          Mechanics
and Effect of Conversion. Upon conversion of this
Note pursuant to this Section 3, the Holder shall surrender this Note at the
principal offices of the Company or any transfer agent of the Company. At its
expense, the Company will, as soon as practicable thereafter, issue and deliver
to such Holder a certificate or certificates for the number of shares to which
such Holder is entitled upon such conversion, together with any other securities
and property to which the Holder is entitled upon such conversion under the
terms of this Note, including a check payable to the Holder for any accrued
interest due. Upon conversion of this Note, the Company will be forever released
from all of its obligations and liabilities under this Note with regard to that
portion of the principal amount being converted including without limitation the
obligation to pay such portion of the principal amount and accrued
interest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Payment. All payments shall be
made in lawful money of the United States of America at such place as the Holder
hereof may from time to time designate in writing to the
Company.  Payment shall be credited first to the accrued interest then
due and payable and the remainder applied to principal.

       

      5.           Transfer;
Successors and Assigns. The terms and conditions
of this Note shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Notwithstanding the foregoing, the Holder
may not assign, pledge, or otherwise transfer this Note without the prior
written consent of the Company. Subject to the preceding sentence, this Note may
be transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Company. Thereupon, a new note for the same
principal amount and interest will be issued to, and registered in the name of,
the transferee. Interest and principal are payable only to the registered holder
of this Note.

       

      6.           Governing
Law. This Note shall be governed by and construed in accordance with the
laws of the State of Florida, excluding that body of law relating to conflict of
laws. The parties consent to the jurisdiction of all federal and state courts in
Florida. Venue will lie exclusively in Sarasota County, Florida.

       

      7.           
Notices. All notices and other
communications in respect of this Note (including, without limitation, any
modifications of, or requests, waivers or consents under, this Note) shall be
given or made in writing (including, without limitation, by facsimile) (a) in
the case of the Company, at the “Address for Notices” specified below its name
on the signature page hereof and (b) in the case of the Holder, at the address
for such purpose as shall have been most recently specified to the Company by
the Holder; or, as to either the Company or the Holder, at such other address as
shall be designated by such party in a notice to the other
party.  Except as otherwise provided in this Note, all such
communications shall be deemed to have been duly given when transmitted by
facsimile or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

       

      8.           Amendments
and Waivers. No provision of this
Note may be waived or amended except in a written instrument signed, in the case
of an amendment, by the Company and the Holder, or in the case of a waiver, by
the party against whom enforcement of any such waiver is sought.  No
waiver of any default with respect to any provision shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.

       

      9.           Stockholders,
Officers and Directors Not Liable. In no event shall any
stockholder, officer or director of the Company be liable for any amounts due or
payable pursuant to this Note.

       

      10.           Successors
and Assigns.  All agreements of
the Company in this Note shall bind its successors and permitted
assigns.  This Note shall inure to the benefit of the Holder and its
permitted successors and assigns.  The Company shall not delegate any
of its obligations hereunder without the prior written consent of
Holder.

       

      11.           Loss of
Note. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Note or any Note exchanged for it, and
indemnity reasonably satisfactory to the Company (in case of loss, theft or
destruction) or surrender and cancellation of such Note (in the case of
mutilation), the Company will make and deliver in lieu of such Note a new Note
of like tenor, at the Company’s expense.

       

      COMPANY:

       

       

      MOBIEYES
SOFTWARE, INC.

       

       

      By:
_________________________________

       

      Its:
_________________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
C

      


      BILL
OF SALE AND ASSIGNMENT

      


      KNOW ALL
MEN BY THESE PRESENTS THAT, for value received, the undersigned, UTP Holdings,
LLC, a Florida limited liability company (“Seller”), does hereby sell, assign,
convey and transfer unto Mobieyes Software, Inc., a Florida corporation
(“Buyer”), all of Seller’s right, title and interest in and to the property more
particularly described in that certain Asset Purchase Agreement of which this
Bill of Sale and Assignment Agreement is made part.

      


      Seller
hereby warrants to Buyer, its successors and assigns, that Seller is the
rightful owner of the property conveyed; that Seller is conveying to Buyer good
and merchantable title to all of the property conveyed, free and clear of all
liabilities, obligations, claims, and encumbrances of any kind or nature; and
that Seller (and Seller’s successors and assigns) will warrant and defend this
sale against the claims and demands of all persons whomsoever.

      


      Seller
hereby covenants and agrees that it will, at the request of Buyer and without
further consideration, execute and deliver, and will cause its employees to
execute and deliver, such other instruments of sale, transfer, conveyance and
assignment, and take such other action as may be reasonably necessary to vest in
Buyer, its successors and assigns, good and merchantable title to the property
conveyed, free and clear of all liabilities, obligations, claims, and
encumbrances of any kind or nature and to put Buyer in control and possession
thereof.

      


      Seller
does hereby irrevocably constitute Buyer, its successors and assigns, as
Seller’s true and lawful attorney-in-fact, with full power of substitution, in
Seller’s or Buyer’s name, to claim, demand, collect and receive the property
conveyed.

      


      This
instrument shall be binding on Seller and its successors and assigns, and shall
inure to the benefit of Buyer and its successors and assigns.

      


      Dated
this ___day of ________, 2010.

      


      UTP
HOLDINGS, LLC, a Florida limited liability company

      


      


      By:
____________________________

             Dana
J. Pekas

       
 

      


      By:
____________________________

             Dana
J. Pekas, as Trustee of the

             SFJ
Family Trust

      


      


      By:
____________________________

             Richard
L. Lupient

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
1.01(a)

      


      ASSETS
PURCHASED

      


      Included
in the Purchased Assets shall be two Promissory Notes originally issued in favor
of Seller for $127,592.61 and $22,407.39.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
1.02

      


      ASSUMED
OBLIGATIONS

      


      1.           Buyer
shall assume the outstanding balance of that certain line of credit issued to
Dana J. Pekas by Regions Bank formally AmSouth Bank. Buyer further agrees that
the outstanding balance thereunder, in an amount up to $800,000, shall be fully
paid on or before December 31, 2010. A copy of the line of credit agreement is
annexed to this Schedule 1.02.

      


      2.           Any
and all operating liabilities including but not limited to Account Payables,
Accrued Liabilities, and other notes payable not specifically identified in this
Agreement.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
4.03

      


      FINANCIAL
STATEMENT EXCEPTIONS

      


      None.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
4.04

      


      TAX
EXCEPTIONS

      


      None.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
4.06

      


      LEGAL
PROCEEDINGS

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.02

      


      FINANCIAL
STATEMENT EXCEPTIONS

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.03

      


      TAX
EXCEPTIONS

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.04

      


      INSURANCE

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.05

      


      LEGAL
PROCEEDINGS

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.06

      


      LIENS
AND ENCUMBRANCES

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.07

      


      REAL
PROPERTY LEASES

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
5.11

      


      MATERIAL
CONTRACTS

      


      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
5.12

      


      INTELLECTUAL
PROPERTY EXCEPTIONS

      


      


      None.