exhibit10-02.htm


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      FIRST
        AMENDMENT TO THE

      ASSET
        PURCHASE AGREEMENT

      


      THIS
        FIRST AMENDMENT to the Asset Purchase Agreement 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”) entered into on October
        26, 2007 (the “Agreement”) and amends the Agreement as set
        forth below (the “Amendment”).  Jinkhold, Andronics
        and Andrews are hereinafter at times collectively referred to as the
“Parties.”

      


      RECITALS

      


      WHEREAS,
        the Parties entered into the
        Agreement, attached hereto as Exhibit A, on October 26,
        2007;

      


      WHEREAS,
        the Agreement states the
        Closing (as defined in the Agreement) take place on or before November 15,
        2007;

      


      WHEREAS,
        the Closing Date (as defined
        in the Agreement) has passed and the Parties wish to amend the Agreement
        to
        reflect a new Closing Date;

      


      WHEREAS,
        the Agreement provides that,
        upon the Closing Date, the Convertible Debentures shall be issued to the
        individuals and/or entities listed on Schedule 4.2 of the
        Agreement;

      


      WHEREAS,
        the Parties have agreed to
        issue, upon the Closing Date, the Convertible Debentures to Andronics
        Ltd.;

      


      WHEREAS,
        the Agreement provides Andrews
        Monthly Options (as defined in the Agreement) shall be issued directly to
        Robert
        Andrews when vested and exercised;

      


      WHEREAS,
        the Parties have agreed to
        issue, when vested and exercised, the Andrews Monthly Options to Andronics,
        Ltd.;

      


      WHERAS,
        Andronics executed an agreement
        by and among Andronics, Robert and Margaret Andrews, Invest Northern Ireland,
        Patrick Andrews and the Remaining Shareholders (defined therein), a true
        and
        correct copy is attached hereto as Exhibit B, (the “Invest
        NIAgreement”) on or about December 19,
        2007.

      


      WHEREAS,
        unless otherwise defined in this Amendment, capitalized terms have the meaning
        as defined in the Agreement.

      


      AGREEMENT

      


      Accordingly,
        the Parties hereby agree as follows:

      


      
        	
                1.  

              	
                Section
                  3.1 of the Agreement is hereby amended to read as
                  follows:

              


      

      


      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”).  In connection with the Offset, all SARS
        common stock issued, options, whether or not vested or exercised, Convertible
        Debentures (defined in Section 4.2 of the Agreement) and common stock issued
        pursuant to the conversion of the Convertible Debentures may not be assigned,
        sold, leased or otherwise transferred or disposed of until the first anniversary
        of the Closing Date.

      


      
        	
                2.  

              	
                Section
                  9.1 of the Agreement is hereby amended to read as
                  follows:

              


      

      


      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 December 20, 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, including
        the written consent of all shareholders and creditors of Andronics approving
        of
        the transaction contemplated hereby; 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.

      


      
        	
                3.  

              	
                Section
                  4.2 of the Agreement is hereby amended to read as
                  follows:

              


      

      


      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 “Andronics Ltd.”

      


      


      
        	
                4.  

              	
                Section
                  18.3.1 of the Agreement is hereby amended to read as
                  follows:

              


      

      


      18.3.1  One
        million (1,000,000) shares shall vest monthly beginning upon the Closing
        Date (
“Andrews Monthly Options”).  The Andrews Monthly
        Options, when vested and exercised in accordance with Section 18.3, shall
        be
        issued to “Andronics, Ltd.”  All remaining provisions found in the
        Agreement and in Section 18.3 shall remain in full force and
        effect.

      


      
        	
                5.  

              	
                Except
                  as otherwise provided herein, all other terms of the Agreement
                  remain in
                  full force and effect.

              


      

      


      
        	
                6.  

              	
                This
                  Amendment, the Agreement, the Invest NI Agreement and all related
                  attachments, schedules and exhibits set forth the entire understanding
                  and
                  agreement of the Parties, and supersedes any and all prior contemporaneous
                  oral or written agreements or understandings between the Parties
                  as to the
                  subject matter of this Amendment.  This Amendment shall be
                  governed by the laws of Northern
                  Ireland.

              


      

      


      
        	
                7.  

              	
                This
                  Amendment may be executed by facsimile and in one (1) or more
                  counterparts, each of which shall be deemed an original, but all
                  of which
                  together shall constitute one and the same
                  instrument.

              


      

      


      


      


      [Remainder
        of page is intentionally left blank]

      IN
        WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
        as
        of the date first written above.

      


      DATE:
        December 20, 2007

       

                              SELLER:

      


                              ANDRONICS,
        LTD.

      


      


      


      By:  /s/
        Robert
        Andrews                                                                

      Name:  Robert
        Andrews

      Title:

      


      


      ANDREWS:

      


      ROBERT
        ANDREWS

      


      


      


      By:  /s/
        Robert
        Andrews                                                                

      Name:
        Robert Andrews

      
        	
                 

              	
                Title:

              


      

      


      


       PURCHASER:

      


       JINKHOLD,
        LTD.

      


      


      


      By:  /s/
        Clayton
        Shelver                                                                

      Name:
        Clayton Shelver

      
        	
                 

              	
                Title:
                  Director

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        A

      The
        Agreement

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        B

      Invest
        NI Agreement

       

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        DATED                 December
          2007

        


        


        


        


        


        


        


        


        


        ______________________________

        SUPPLEMENTAL
          AGREEMENT

        Relating
          to

        ANDRONICS
          LIMITED

        ______________________________

        


        


        


        


        


        


        


        


        


        


        


        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        THIS
          AGREEMENT is
          dated              December
          2007

        


        


        PARTIES:

        


        
          	
                  (1)  

                	
                  ANDRONICS
                    LIMITED a company registered in Northern Ireland with registered
                    number NI 017460 whose registered office is at Unit 20, Balliniska
                    Road,
                    Springtown Industrial Estate, Derry, BT48 0LY (the
                    “Company”).

                


        

        


        
          	
                  (2)  

                	
                  ROBERT
                    ANDREWS of 1 Darleen Park, Culmore Road, Derry
                    (“RA”) and MARGARET ANDREWS 1 Darleen
                    Park, Culmore Road, Derry (“MA”) (together the
                    “Promoters”);

                


        

        


        
          	
                  (3)  

                	
                  INVEST
                    NORTHERN IRELAND whose registered office is at Bedford Square,
                    Bedford Street, Belfast BT2 7ES (“Invest
                    NI”);

                


        

        


        
          	
                  (4)  

                	
                  THE
                    PERSONS LISTED IN SCHEDULE 1 HERETO (the“Remaining
                    Shareholders”); and

                


        

        


        
          	
                  (5)  

                	
                  PATRICK
                    ANDREWS of  [address for
                    Patrick Andrews to be inserted]
                    (“PA”).

                


        

        


        BACKGROUND:

        


        
          	
                  (A)  

                	
                  The
                    Company has agreed to sell its assets and business pursuant to
                    the terms
                    of an asset purchase agreement made between the Company, RA and
                    Jinkhold
                    Limited (the “Purchaser”) (the “Asset Purchase Agreement”) and a first
                    amendment to the Asset Purchase Agreement made between the Company,
                    RA and
                    the Purchaser (the “Amendment Agreement”) (the Asset Purchase Agreement
                    and the Amendment Agreement together the “Agreements”), copies of which
                    are attached at Schedule 2 hereof. The parties hereto have agreed
                    certain
                    matters as between themselves in relation to the Company, the
                    Asset
                    Purchase Agreement and the Amendment Agreement as more specifically
                    set
                    out herein.

                


        

        


        
          	
                  (B)  

                	
                  This
                    Agreement is supplemental to the Investment Agreement of 7th
                    April 2004
                    made between the Persons Set out in Schedule 1 Thereto, Invest
                    NI and the
                    Company (the “Investment
                    Agreement”).

                


        

        


        
          	
                  (C)  

                	
                  The
                    parties hereto have agreed to enter into this Agreement for the
                    purpose of
                    regulating their relationship with each other and certain aspects
                    of the
                    affairs of and their dealings with the Company and each
                    other.

                


        

        


        IT
          IS AGREED as follows:

        


        1.           INTERPRETATION

        


        
          	
                  1.1  

                	
                  In
                    this Agreement where the context
                    admits:

                


        

        


        
          	
                  "Affiliate”

                	
                  means,
                    in respect of any body corporate, a body corporate which is its
                    subsidiary
                    or holding company, or a company which is a subsidiary of that
                    holding
                    company, and each such company;

                   

                
	
                  “Associate”

                	
                  means
                    any person with whom a person is or may be connected

                  (as
                    defined in section 839 of the Income and Corporation

                  Taxes
                    Act, 1988);

                   

                
	
                  “Assumed
                    Liabilities”

                	
                  shall
                    have the same meaning as in the Asset Purchase

                  Agreement;

                   

                
	
                  “Articles”

                	
                  means
                    the Articles of Association of the Company from time to time;

                   

                
	
                  “Closing”

                	
                  shall
                    have the same meaning as in the Agreements;

                   

                
	
                  “Comfort
                    Letters”

                	
                  means
                    the letters in the form set out in Schedule 3 hereof;

                   

                
	
                  “Company’s
                    Auditors”

                	
                  means
                    McCauley McGinty Accountants, 85 Strand Road, Derry, Co
                    Derry,  BT48 7NN or such other firm as the Company may appoint
                    from time to time;

                   

                
	
                  “Company’s
                    Solicitors”

                	
                  means
                    Campbell Fitzpatrick Solicitors, 6 Castle Street, Londonderry,
                    Co.
                    Londonderry, BT48 6HQ or such other firm as the Company may appoint
                    from
                    time to time;

                   

                
	
                  “Independent
                    Expert”

                	
                  means
                    O’Connor, Kennedy, Turtle Estate Agents;

                   

                
	
                  “Invest
                    NI Grant Obligations”

                	
                  means
                    the Company’s grant obligations to Invest NI pursuant to the letters of
                    offer referred to in Schedule 5 hereof;

                   

                
	
                  “Invest
                    NI Grant Liabilities”

                	
                  means
                    the liability of the Company to repay any monies pursuant to
                    the Invest NI
                    Grant Obligations as referred to in Schedule 5 hereto;

                   

                
	
                  “Lease”

                	
                  means
                    a lease agreement to be entered into by RA and MA with the Purchaser
                    in
                    respect of the Property a copy of which is attached at Schedule
                    4
                    hereto;

                   

                
	
                  “OTC
                    Bulletin Board”

                	
                  means
                    the Over The Counter Bulletin Board being a regulated quotation
                    service in
                    the United States of America that displays real-time quotes,
                    last-sale
                    prices, and volume information in over-the-counter equity securities
                    or
                    such other quotation service as may supersede or replace it from
                    time to
                    time;

                   

                
	
                  “Primary
                    Shareholder Loans”

                	
                  means
                    loans totalling in aggregate £[1,171,419] [amount to be
                    confirmed] made by RA and members of his family (including
                    PA) and certain of the Remaining Shareholders to the Company
                    (which amount
                    excludes the Shareholders Loans).

                   

                
	
                  “Property”

                	
                  means
                    the business premises occupied by the Company and known as Unit
                    20,
                    Balliniska Road, Springtown Industrial Estate, Derry, BT48
                    0LY:

                   

                
	
                  “Market
                    Selling Price”

                	
                  means
                    the Selling Price for SARS Common Stock from time to time as
                    quoted by the
                    OTC Bulletin Board;

                   

                
	
                  “Remaining
                    Consideration”

                   

                	
                  means
                    the SARS Restricted Common Stock and the SARS Common Stock Options
                    and the
                    SARS Convertible Debentures less the Residual Liabilities (if
                    any) and the
                    Primary Shareholder Loans (but not the Secondary Shareholders
                    Loans) and
                    any other debts or liabilities which may have been incurred by
                    the Company
                    after Closing;

                   

                
	
                  “Remaining
                    Indebtedness”

                	
                  means
                    at Closing any loan, bond, note, loan stock or debenture

                  or
                    other obligation for borrowed monies, any liability in

                  respect
                    of any acceptance credit or note or bill discounting

                  facility,
                    any amount of consideration left outstanding by way

                  of
                    loan under any agreement for the sale of assets and/or the

                  supply
                    of services and any guarantee or indemnity in respect

                  of
                    any of the foregoing, (the amount thereof in each case being

                  taken
                    for this purpose to be the maximum amount capable of

                  being
                    outstanding from the Company thereunder whether or

                  not
                    then due or owing or advanced at the time of calculation)

                  and
                    any costs or other debts or liabilities of any kind

                  whatsoever
                    to any creditors or third parties owing by the

                  Company
                    (but excluding the Primary Shareholder Loans and

                  the
                    Secondary Shareholder Loans);

                   

                
	
                  “Residual
                    Liabilities”

                	
                  means
                    all of the liabilities of the Company of any nature whatsoever
                    at Closing
                    including the Remaining Indebtedness;

                   

                
	
                  “SARS
                    Convertible Debentures”

                	
                  means
                    722,000 of convertible debentures of $1.00 each in SARS Inc as
                    referred to
                    at clause 4.2 of the Asset Purchase Agreement;

                   

                
	
                  “SARS
                    Restricted Common Stock”

                	
                  means
                    50,000 of restricted SARS common stock of $0.001 per share as
                    referred to
                    at clause 4.1 of the Asset Purchase Agreement;

                   

                
	
                  “SARS
                    Common Stock Options”

                	
                  means
                    one million of SARS common stock equal to an amount of one million
                    shares
                    at $0.01 each as more specifically referred to at clause 18.3
                    of the Asset
                    Purchase Agreement;

                   

                
	
                  “Secondary
                    Shareholders Loans”

                	
                  shall
                    have the same meaning as the definition of “Shareholders Loans” in the
                    Investment Agreement and the Articles (being an aggregate amount
                    of
                    £325,000);

                   

                
	
                  “Selling
                    Price”

                	
                  means
                    the bid price of stock quoted on the OTC Bulletin Board and not
                    the ask
                    price for such stock;

                   

                


        

        


        
          	
                  1.2  

                	
                  In
                    this Agreement the headings are included for convenience only
                    and shall
                    not affect the interpretation or construction of this
                    Agreement.

                


        

        


        


        
          	
                  2.

                	
                  OBLIGATIONS
                    AND COVENANTS

                


        

        


        
          	
                  2.1  

                	
                  Immediately
                    upon Closing the Company and RA and MA and the Remaining Shareholders
                    and
                    Invest NI and PA shall (if necessary) procure the assignment
                    in full of
                    the consideration referred to at clause 4.2 of the Asset Purchase
                    Agreement from the persons listed in Schedule 4.2 of the Asset
                    Purchase
                    Agreement directly to the Company.

                


        

        


        
          	
                  2.2  

                	
                  Immediately
                    upon Closing the Company and RA and the Remaining Shareholders
                    shall (if
                    necessary) procure the assignment in full of one million of the
                    Andrews
                    Options (as defined in clause 18.3 of the Asset Purchase Agreement)
                    directly to the Company.

                


        

        


        
          	
                  2.3  

                	
                  On
                    or before Closing the Company and RA shall procure that the Company’s
                    Auditors shall provide Invest NI with full details of the Assumed
                    Liabilities, the Residual Liabilities and the Primary Shareholder
                    Loans.

                


        

        


        
          	
                  2.4  

                	
                  On
                    or before Closing the Company and RA shall procure that the Company’s
                    Solicitors shall provide a letter of confirmation to Invest NI
                    in the
                    terms set out in Schedule 6 hereof.

                


        

        


        
          	
                  2.5  

                	
                  On
                    or before Closing the Company and RA and the Remaining Shareholders
                    shall
                    procure the delivery to Invest NI of the Comfort
                    Letters.

                


        

        


        
          	
                  2.6  

                	
                  No
                    later than 30 days after Closing the Company and RA shall procure
                    that the
                    Company’s Auditors shall audit and verify the Residual Liabilities and
                    the
                    Primary Shareholders Loans to Invest NI and provide Invest NI
                    with an
                    audit report in respect of same.

                


        

        


        
          	
                  2.7  

                	
                  As
                    soon as possible after Closing RA and MA and Invest NI shall
                    agree the
                    terms of reference for a letter of instruction, which once agreed
                    shall
                    immediately be sent to the Independent Expert in order to determine
                    the
                    annual market value rental income for the Property (the “Annual Market
                    Rent”). RA and MA and Invest NI hereby agree that the determination
                    of the
                    Independent Expert shall be final and binding upon them and hereby
                    agree
                    to accept and to be bound by same. RA and MA and Invest NI shall
                    agree the
                    terms of reference for the letter of instruction and send it
                    to the
                    Independent Expert within 15 days after Closing. The cost of
                    the
                    Independent Expert shall be borne equally by the Company and
                    Invest
                    NI.

                


        

        


        
          	
                  2.8  

                	
                  If
                    the Independent Expert shall determine that the Annual Market
                    Rent is less
                    than £120,000 per annum (which resulting amount shall be referred to
                    herein as the “Rental Balance”) the Rental Balance shall be deemed to
                    accrue for the entire term of the Lease (or five years from the
                    date of
                    execution thereof, whichever is the longer) and the amount calculated
                    therefor (discounted using a discount rate of 6% into present
                    value terms
                    at commencement of the Lease term) shall be set-off against and
                    reduce any
                    personal loans made by RA to the Company (including the Primary
                    Shareholder Loans) as evidenced in the directors current account
                    to be
                    provided at Closing to Invest NI by the Company’s Auditors and thereafter
                    (if applicable) in accordance with the provisions of the Articles
                    and in
                    particular the provisions of Article 4.2 B.1 thereof. If the
                    rent payable
                    under the Lease to RA and MA shall cease before the expiry of
                    the Lease
                    and RA and MA shall receive no further rent in respect of the
                    Property
                    from the Purchaser (or from any Affiliate or Associate of the
                    Purchaser),
                    whether under any other lease agreement or otherwise, the amount
                    of
                    set-off shall be recalculated and shall be reduced
                    accordingly.

                


        

        


        
          	
                  2.9  

                	
                  If
                    the Independent Expert shall determine that the Annual Market
                    Rent is
                    equal to or more than £120,000 per annum RA and MA shall be entitled to
                    keep the full amount of £120,000 per annum without any set-off or
                    reduction.

                


        

        


        
          	
                  2.10  

                	
                  After
                    Closing the parties hereto agree that the Residual Liabilities
                    and the
                    Primary Shareholder Loans shall be funded in order of priority
                    as
                    follows:

                


        

        


        
          	
                   

                	
                  -

                	
                  Firstly,
                    in applying all amounts received by the Company from the sale
                    of the SARS
                    Restricted Common Stock, which shall be realised at the Market
                    Selling
                    Price.

                


        

        


        
          	
                   

                	
                  -

                	
                  Secondly,
                    in applying all amounts received by the Company pursuant to the
                    exercise
                    of the SARS Common Stock Options, which shall be realised at
                    the Market
                    Selling Price;

                


        

        


        
          	
                   

                	
                  -

                	
                  Lastly,
                    in applying all amounts received by the Company pursuant to the
                    conversion
                    of the SARS Convertible Debentures, which shall be realised at
                    the Market
                    Selling Price;

                


        

        


        
          	
                  2.11  

                	
                  The
                    parties hereto hereby agree and shall procure that the
                    Residual Liabilities and the Primary Shareholder Loans (and any
                    other
                    debts or liabilities of the Company which may have been incurred
                    after
                    Closing) but excluding the Secondary Shareholders Loans, will
                    be
                    discharged in full by the Company after Closing upon receipt
                    of the monies
                    referred to at Clause 2.15 below and that once the Remaining
                    Consideration
                    has been determined the Company shall enter into a members voluntary
                    liquidation (or such other liquidation process as the parties
                    hereto may
                    agree) which shall take place as soon as possible
                    thereafter.

                


        

        


        
          	
                  2.12  

                	
                  Upon
                    the winding-up of the Company, the parties hereto agree that
                    the Remaining
                    Consideration shall be applied in accordance with the provisions
                    of
                    Article 4.2 B1 of the Articles.

                


        

        


        
          	
                  2.13  

                	
                  The
                    parties hereto further agree that any distribution on a winding-up
                    shall
                    be carried out in the most tax efficient manner possible. The
                    relevant
                    parties hereto may elect to receive their distribution entitlement
                    in
                    shares of SARS common stock or by way of cash. The number of
                    any shares or
                    cash to be so received shall be calculated at the value of the
                    Market
                    Selling Price per share.

                


        

        


        
          	
                  2.14

                	
                  After
                    Closing the Company shall not incur any further liabilities,
                    costs, debts
                    or any further obligations of any kind whatsoever without the
                    prior
                    written consent of Invest NI.

                


        

        


        
          	
                  2.15

                	
                  RA
                    and Remaining Shareholders and PA hereby agree and shall procure
                    that none
                    of the Primary Shareholders Loans or the Secondary Shareholders
                    Loans
                    shall become repayable before the Company shall have received
                    all monies
                    in full from the realisation of the SARS Restricted Common Stock
                    and the SARS Common Stock Options and the SARS Convertible
                    Debentures and RA and the Remaining Shareholders and PA hereby
                    agree and
                    shall procure that the repayment of the Primary Shareholders
                    Loans and the
                    Secondary Shareholders Loans shall be irrevocably deferred and
                    postponed
                    until the Company shall have received all such monies and none
                    of them
                    shall pursue the Company or take any action against the Company
                    or bring
                    any claim for the repayment thereof (or for any other debt or
                    obligation)
                    in the meantime.

                


        

        


        2.16           The
          Company and RA hereby warrant and represent to Invest NI as
          follows:

        


        
          	
                  (a)

                	
                  that
                    other than the obligation to obtain Invest Northern Ireland’s prior
                    written consent to the Agreements the Company has complied in
                    all respects
                    with all of its obligations pursuant to the Agreements and that
                    all of the
                    requisite shareholder resolutions, board resolutions and any
                    other
                    requirements, novations, rescissions, consents or waivers needed
                    to give
                    effect to the terms of the Agreements have been
                    obtained;

                


        

        


        
          	
                  (b)

                	
                  that
                    the termination letter of 16th
                    November
                    2007 from Jinkhold Limited to the Company terminating the Asset
                    Purchase
                    Agreement has been rescinded in full by Jinkhold Limited and
                    is no longer
                    in force and has no effect;

                


        

        


        
          	
                  (c)

                	
                  that
                    the Assumed Liabilities will include all debts, liabilities and
                    costs of
                    the Company and all amounts owing to any third parties and the
                    creditors
                    of the Company at Closing (other than the Primary Shareholder
                    Loans and
                    the Secondary Shareholders Loans);
                    and

                


        

        


        
          	
                  (d)

                	
                  that
                    upon Closing (other than the obligation to repay the Primary
                    Shareholders
                    Loans and the Secondary Shareholders Loans) the Company will
                    be in a
                    solvent position.

                


        

        


        
          	
                  (e)

                	
                  that
                    (if necessary) the SARS Common Stock Options and the SARS Convertible
                    Debentures are fully assignable to the Company pursuant to the
                    terms of
                    clause 2.1 and 2.2 hereof.

                


        

        


        
          	
                  2.17

                	
                  RA
                    hereby indemnifies the Company against any further liabilities,
                    costs or
                    debts of any kind whatsoever which are not part of the Assumed
                    Liabilities
                    (including the Residual Liabilities) and which the Company may
                    have at
                    Closing or incur after Closing (other than in respect of the
                    Primary
                    Shareholder Loans and the Secondary Shareholders Loans) and shall
                    immediately make any and all payments necessary on the Company’s behalf
                    and for the benefit of the Company without any delay. RA shall
                    do all such
                    things as may be necessary (including making any payments required)
                    to
                    ensure that the Company remains solvent after Closing until such
                    time as
                    the Company enters into liquidation as referred to at clause
                    2.11
                    above.

                


        

        


        
          	
                  2.18

                	
                  The
                    Company and RA shall use all best efforts to procure that the
                    Invest NI
                    Grant Obligations shall be novated to Jinkhold Limited as soon
                    as possible
                    after Completion. If Jinkhold Limited shall not accept the novation
                    of the
                    Invest NI Grant Obligations to it then the resulting Invest NI
                    Grant
                    Liabilities shall become a debt of the Company the payment for
                    which
                    Invest NI hereby agrees to defer until such time as the Company
                    shall have
                    received the monies referred to at 2.15 above. RA, the Company,
                    PA and the
                    Remaining Shareholders hereby agree that the Invest NI Grant
                    Liabilities
                    (if any) shall be repaid by the Company in priority to any of
                    the Primary
                    Shareholders Loans and the Secondary Shareholders
                    Loans.

                


        

        


        


        3.           DISPUTE
          RESOLUTION PROCEDURE

        


        
          	
                  3.1

                	
                  For
                    the purposes of this clause, “Dispute” means any dispute, difference or
                    question of interpretation arising out of this Agreement and
                    also whenever
                    any matter is submitted to a general meeting of the Company and
                    that
                    general meeting is also unable to arrive at a decision on the
                    matter by
                    reason of disagreement between the shareholders then a Dispute
                    shall be
                    deemed to have occurred in relation to that
                    matter.

                


        

        


        


        
          	
                  3.2

                	
                  Notice
                    of Dispute

                


        

        


        
          	
                  3.2.1

                	
                  This
                    Dispute Resolution Procedure shall start when one party serves
                    on another
                    party a written notice that it believes that there is a Dispute
                    (“Notice of
                    Dispute”).

                


        

        


        
          	
                  3.2.1.1  

                	
                  The
                    Notice of Dispute shall:

                


        

        


        
          	
                  3.2.1.2  

                	
                  set
                    out the material particulars of the Dispute;
                    and

                


        

        


        
          	
                  3.2.1.3  

                	
                  set
                    out the reasons why the party serving the notice believes that
                    the Dispute
                    has arisen.

                


        

        


        3.3           Commercial
          Negotiation

        


        
          	
                  3.3.1

                	
                  The
                    disputing parties shall use all reasonable best endeavours to
                    settle a
                    Dispute in good faith.

                


        

        


        
          	
                  3.3.2

                	
                  If
                    the disputing parties have not settled the Dispute by commercial
                    negotiation, within 21 days after the date of the relevant Dispute
                    Notice,
                    then the disputing parties shall refer the dispute for determination
                    by
                    the Expert. Either disputing party shall be entitled, within
                    30 days after
                    expiry of the 21 days set aside for commercial negotiation, by
                    notice in
                    writing to the other, require the matter to which the Dispute
                    relates to
                    be referred to such person as shall be appointed in writing by
                    the
                    disputing parties jointly or, failing such appointment within
                    14 days
                    after the date of service of the notice referred to above, appointed
                    by
                    the Chairman from time to time of Ulster Society of Chartered
                    Accountants
                    or, if he shall be unable or unwilling to make such appointment,
                    by the
                    High Court of Justice in Northern Ireland (in either of the latter
                    cases,
                    upon the application at any time of any disputing party) (the
                    “Expert”).

                


        

        


        
          	
                  3.4  

                	
                             Expert
                    Determination

                


        

        


        
          	
                  3.4.1  

                	
                  The
                    person so appointed shall act as an expert and not as an arbitrator
                    and
                    his or her written determination shall (in the absence of clerical
                    or
                    manifest error appearing within 14 days of its delivery to the
                    disputing
                    parties) be final and binding on the disputing parties. In making
                    his
                    determination, the Expert shall be entitled to specify any matters
                    which
                    he considers, in his absolute discretion, should be implemented
                    or
                    otherwise transacted in order to give commercial efficacy to
                    his
                    determination.

                


        

        


        
          	
                  3.4.2  

                	
                  The
                    disputing parties shall submit in writing their respective arguments
                    within the period of time determined by the Expert. The disputing
                    parties
                    shall also supply the Expert with any information which he may
                    request in
                    connection with his determination.

                


        

        


        
          	
                  3.4.3  

                	
                  The
                    Expert shall in his or her absolute discretion, consider whether
                    a hearing
                    is necessary in order to resolve the Dispute. The Expert shall
                    act
                    impartially and may take the initiative in ascertaining the facts
                    and the
                    law.

                


        

        


        
          	
                  3.4.4  

                	
                  The
                    Expert shall provide to both disputing parties his or her written
                    decision
                    on the Dispute within such period as the disputing parties may
                    agree after
                    the reference. The Expert shall not be required to state in writing
                    the
                    reasons for his or her decision.

                


        

        


        
          	
                  3.4.5  

                	
                  Forthwith
                    upon receiving the Expert’s determination the disputing parties and the
                    other parties hereto shall exercise their powers in relation
                    to the
                    Company to procure that the Company complies with the Expert’s
                    determination and with any directions contained
                    therein.

                


        

        


        
          	
                  3.4.6  

                	
                  The
                    Expert’s costs of any reference shall be borne as the Expert shall
                    specify, or in default, equally by the disputing parties. Each
                    party shall
                    bear its own costs arising out of the reference, including legal
                    costs and
                    the costs and expenses of any
                    witnesses.

                


        

        


        
          	
                  3.4.7  

                	
                  All
                    information, data or documentation disclosed or delivered by
                    a party to
                    the Expert in consequence of or in connection with his appointment
                    as
                    Expert, shall be treated as
                    confidential.

                


        

        


        


        
          	
                  4.

                	
                  TERMS
                    OF THIS AGREEMENT SHALL
                    PREVAIL

                


        

        


        
          	
                  4.1

                	
                  All
                    the provisions of this Agreement insofar as they remain capable
                    of
                    being           performed
                    or observed shall continue in full force and effect notwithstanding
                    completion of any other matters provided for hereunder, except
                    in respect
                    of those matters then already performed and completion of any
                    such matters
                    shall not affect or prejudice any provision which is expressly
                    or by
                    implication intended to come into or remain in force
                    thereafter.

                


        

        


        
          	
                  4.2

                	
                  In
                    the event that there arises any conflict or ambiguity between
                    the
                    provisions of this    Agreement or the Articles the
                    provisions of this Agreement shall prevail as between the parties
                    and the
                    shareholders shall exercise all voting and other rights and powers
                    available to them so as to give effect to the provisions of this
                    Agreement
                    and shall further procure any required amendment to the Company’s Articles
                    as may be necessary in order to reflect the provisions of this
                    Agreement.

                


        

        


        
          	
                  4.3

                	
                  In
                    the event that there arises any conflict or ambiguity between
                    the
                    provisions of this    Agreement or the Investment
                    Agreement the provisions of the Investment Agreement shall
                    prevail.

                


        

        


        
          	
                  4.4

                	
                  In
                    the event that there arises any conflict or ambiguity between
                    the
                    provisions of this    Agreement and the Agreements the
                    provisions of this Agreement shall
                    prevail.

                


        

        


        


        5.           NOTICE

        


        
          	
                   

                	
                  Any
                    notice or document required to be given or served under or pursuant
                    to
                    this Agreement shall be sufficiently given or served if delivered
                    by hand
                    or sent by pre-paid recorded delivery letter to the address of
                    the
                    relevant Party stated below or to such other address as the relevant
                    Party
                    may most recently have directly by written notice to the other
                    parties
                    hereto and, if delivered by hand, shall be deemed to have been
                    received on
                    the date of delivery or, if sent by post, shall be deemed to
                    have been
                    received on the second day following the posting thereof (and
                    proof that
                    an envelope containing the same was properly addressed, pre-paid
                    and
                    posted as aforesaid shall be conclusive evidence that the notice
                    was
                    given).

                


        

        


        


        6.           ASSIGNMENT

        


        No
          party
          hereto shall be permitted to assign this Agreement or any of his rights
          or
          obligations under it without the prior written consent of all of the other
          parties.

        


        7.           COUNTERPARTS

        


        This
          Agreement may be executed in any number of counterparts, each of which
          is an
          original and which together have the same effect as if each party had signed
          the
          same document.

        


        8.           Further
          assurance

        


        The
          parties shall promptly execute and deliver all such documents, and do all
          such
          things, as may from time to time be reasonably required for the purpose
          of
          giving full effect to the provisions of this deed.

        


        9.           COSTS

        


        The
          parties hereto shall pay all their own costs, legal fees and other expenses
          incurred in the preparation and execution of this Agreement.

        


        


        10.           FORBEARANCE,
          WAIVER AND VARIATION

        


        
          	
                  10.1

                	
                  The
                    rights of any Party shall not be prejudiced or restricted by
                    the giving of
                    time  or any forbearance or indulgence extended to another Party
                    and any waiver, express or implied, by any Party of any term
                    of this
                    Agreement or of any breach, default, omission or non-observance
                    thereof by
                    any other Party shall be without prejudice to the other rights
                    of such
                    Party and shall not operate as a continuing waiver nor be deemed
                    to
                    operate as a waiver of any subsequent breach, default, omission
                    or
                    non-observance.  The rights and remedies provided in this
                    Agreement are cumulate and not exclusive of any rights or remedies
                    provided by law.

                


        

        


        
          	
                  10.2

                	
                  Neither
                    this Agreement nor any provision hereof shall be varied or cancelled
                    unless such variation or cancellation shall be expressly agreed
                    in writing
                    by a duly authorised director of each of the Parties provided
                    that the
                    variation or cancellation of any provision of this Agreement
                    as regards
                    and only as regards any of the respective rights or obligations
                    of the
                    Shareholders, or either of them, inter se, shall require only
                    the
                    agreement in writing of the
                    Shareholders.

                


        

        


        11.           SEVERABILITY

        


        If
          any
          provision of this Agreement shall to any extend be found or held by a court
          or
          other competent authority to be void and unenforceable, such provision
          shall be
          deemed to be deleted from this Agreement and the remaining provisions of
          this
          Agreement shall continue in full force and effect.  Notwithstanding
          the foregoing, the Parties shall thereupon negotiate in good faith in order
          to
          agree the terms of a mutually satisfactory provision to be substituted
          for the
          provision so found to be void and unenforceable.

        


        


        12.           ENTIRE
          AGREEMENT

        


        
          	
                   

                	
                  This
                    Agreement, the Articles and the Investment Agreement and the
                    other
                    agreements and documents referred to herein or therein constitute
                    the
                    entire agreement and understanding between the parties in connection
                    with
                    the subject matter hereof and supersede and cancel all previous
                    negotiations, commitments or agreements between the parties or
                    any of them
                    with respect thereto and each party confirms that it has not
                    relied upon
                    any representation, warranty or undertaking by any other party
                    in relation
                    thereto save for any representation, warranty or undertaking
                    expressly set
                    out in this Agreement, the Articles or the Investment Agreement
                    or such
                    other agreements and documents.

                


        

        


        


        13.           THIRD
          PARTY RIGHTS

        


        
          	
                   

                	
                  A
                    person who is not a party to this Agreement shall not have any
                    rights
                    under or in connection with it by virtue of the Contracts (Rights
                    of Third
                    Parties) Act 1999.

                


        

        


        


        14.           GOVERNING
          LAW AND JURISDICTION

        


        
          	 	
                  This
                    Agreement and any disputes or claims arising out of or in connection
                    with
                    its subject matter are governed by and construed in accordance
                    with the
                    laws of Northern Ireland.

                


        

        


        


        The
          parties have shown their acceptance to the terms of this Agreement by executing
          it as a deed in the manner hereafter shown.

        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        SCHEDULE
          1

        


        REMAINING
          SHAREHOLDERS

        


        


        
          	
                  NAME

                	
                  ADDRESS

                   

                
	
                  Gerald
                    Mullen

                	
                  Balleighan
                    Cottage, Greencastle, Co. Donegal

                   

                
	
                  Fergus
                    Duffy Senior

                	
                  14
                    Bayswater, Limavady Road, Derry, BT47 6JL

                   

                
	
                  Vehicle
                    Services (of Derry) Limited

                	
                  Courthauld
                    Way, Campsie, Derry

                   

                


        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        SCHEDULE
          2

        


        ASSET
          PURCHASE AGREEMENT & AMENDMENT AGREEMENT

        


        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        SCHEDULE
          3

        


        COMFORT
          LETTERS


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        


        Invest
          Northern Ireland

        Bedford
          Square

        Bedford
          Street

        Belfast
          BT2 7ES

        Northern
          Ireland

        


        Date:           December
          2007

        Dear
          Sirs

        


        We
          refer
          to the proposed sale of the business and assets of Andronics Limited (the
          “Company”) pursuant to the terms of an Asset Purchase Agreement between Jinkhold
          Limited, Robert Andrews and the Company (the “Asset Purchase Agreement”) and a
          first amendment agreement to the Asset Purchase Agreement made between
          Jinkhold
          Limited, Robert Andrews and the Company (the “Amendment Agreement”) (the Asset
          Purchase Agreement and the Amendment Agreement together the
“Agreements”).

        


        We
          hereby
          confirm that other than as specifically referred to and provided for in
          the
          Agreements, there is no other consideration, remuneration, benefit, advantage
          or
          payment of any type whatsoever being made, given, assigned or passing to
          the
          Company or any of its Affiliates or Associates or to Robert Andrews or
          any of
          his Associates, family members or any other person or company connected
          with him
          or any of them.

        


        We
          hereby
          further confirm that the Company, its professional advisors and Mr Robert
          Andrews have made full and proper disclosure of all of the information,
          facts
          and details arising from, relating to or in connection with the Agreements
          and
          the matters contemplated thereby and that there is no other information,
          facts
          or details available which have not been so disclosed.

        


        For
          the
          purposes of this letter the following terms shall have the following
          meanings:

        


        
          	
                   

                	
                  "Affiliate"
                    means, in respect of any body corporate, a body corporate which
                    is
                    its

                


        

        
          	
                   

                	
                  subsidiary
                    or holding company, or a company which is a subsidiary of that
                    holding

                


        

        
          	
                   

                	
                  company,
                    and each such company;

                


        

        


        
          	
                   

                	
                  "Associate"
                    means any person with whom any of the persons undersigned hereto
                    is
                    or

                


        

        
          	
                   

                	
                  may
                    be connected (as defined in section 839 of the Income and Corporation
                    Taxes Act,

                


        

        
          	
                   

                	
                  1988)
                    or any person for whom any of the persons undersigned hereto
                    may be a
                    personal

                


        

        
          	
                   

                	
                  representative;

                


        

        


        


        Yours
          faithfully

        


        


        ____________________________                                                        ___________________________

        For
          and
          on behalf
          of                                                                                     ROBERT
          ANDREWS

        ANDRONICS
          LIMITED

        


        


        


        


        


        


        


        


        ____________________________                                                     ___________________________

        MARGARET
          ANDREWS                                                                         KAREN
          ANDREWS

        


        


        ____________________________                                                    
          ___________________________

        PAUL
          ANDREWS                                                                                     PATRICK
          ANDREWS

        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        Invest
          Northern Ireland

        Bedford
          Square

        Bedford
          Street

        Belfast
          BT2 7ES

        Northern
          Ireland

        


        Date:           December
          2007

        Dear
          Sirs

        


        We
          refer
          to the proposed sale of the business and assets of Andronics Limited (the
          “Company”) pursuant to the terms of an Asset Purchase Agreement between Jinkhold
          Limited, Robert Andrews and the Company (the “Asset Purchase Agreement”) and a
          first amendment agreement to the Asset Purchase Agreement made between
          Jinkhold
          Limited, Robert Andrews and the Company (the “Amendment Agreement”) (the Asset
          Purchase Agreement and the Amendment Agreement together the
“Agreements”).

        


        We
          hereby
          confirm that other than as specifically referred to and provided for in
          the
          Agreements, there is no other consideration, remuneration, benefit, advantage
          or
          payment of any type whatsoever being made, given, assigned or passing to
          the
          Company or any of its Affiliates or Associates or to Robert Andrews or
          any of
          his Associates, family members or any other person or company connected
          with him
          or any of them.

        


        For
          the
          purposes of this letter the following terms shall have the following
          meanings:

        


        
          	
                   

                	
                  "Affiliate"
                    means, in respect of any body corporate, a body corporate which
                    is
                    its

                


        

        
          	
                   

                	
                  subsidiary
                    or holding company, or a company which is a subsidiary of that
                    holding

                


        

        
          	
                   

                	
                  company,
                    and each such company;

                


        

        


        
          	
                   

                	
                  "Associate"
                    means any person with whom any of the parties to the Agreement
                    is
                    or

                


        

        
          	
                   

                	
                  may
                    be connected (as defined in section 839 of the Income and Corporation
                    Taxes Act,

                


        

        
          	
                   

                	
                  1988)
                    or any person for whom any of the parties to the Agreement may
                    be a
                    personal

                


        

        
          	
                   

                	
                  representative;

                


        

        


        


        Yours
          faithfully

        


        


        


        ____________________________

        For
          and
          on behalf of

        SARS
          Inc.

        


        


        


        ____________________________

        For
          and
          on behalf of

        Jinkhold
          Limited

        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        SCHEDULE
          4

        


        LEASE

        


        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        SCHEDULE
          5

        


        INVEST
          NI GRANT OBLIGATIONS & LIABILITIES

        


        


        


        


        Letter
          of
          Offer:                                      Compete
          5/I                                              Dated:                         09/12/02 

        Default
          Clause:                                      20

        Repayment
          Clause:                                           20                                           Years:
          5 from payment

        


        (clawback
          under Compete 5/I = £11,978.50)

        


        


        


        


        Letter
          of
          Offer:                                      03/0795                                              Dated:                         28/11/03

        Default
          Clause:                                      6.5

        Repayment
          Clause:                                           8.1                                           Years:
          5 from payment

        


        (clawback
          under 03/0795 = £4,450)

        


        


        


        


        Letter
          of
          Offer:                                      04/1069                                              Dated:                         04/01/05

        Default
          Clause:                                      6

        Repayment
          Clause:                                           8.1                                        Years:
          5 from payment

         

        (clawback
          under 04/1069 = £7,500)

        


        


        


        TOTAL
          = £23,928.50 SCHEDULE
          6

        


        LETTER
          FROM COMPANY’S SOLICITORS

        


        


        


        Invest
          Northern Ireland

        Bedford
          Square

        Bedford
          Street

        Belfast
          BT2 7ES

        Northern
          Ireland

        


        Date:          December
          2007

        


        


        RE:
          ANDRONICS LIMITED

        


        Dear
          Sirs

        


        We
          refer
          to the proposed sale of the business and assets of Andronics Limited (the
          “Company”) pursuant to the terms of an Asset Purchase Agreement between Jinkhold
          Limited, Robert Andrews and the Company (the “Asset Purchase Agreement”) and a
          first amendment agreement to the Asset Purchase Agreement made between
          Jinkhold
          Limited, Robert Andrews and the Company (the “Amendment Agreement”) (the Asset
          Purchase Agreement and the Amendment Agreement together the
“Agreements”).

        


        We
          hereby
          confirm that (other than the obligation to obtain Invest Northern Ireland’s
          prior written consent to the Agreements) the Company has complied in all
          respects with all of its obligations pursuant to the Agreements and that
          all of
          the requisite shareholder resolutions, board resolutions and any other
          requirements, novations, rescissions, consents or waivers needed to give
          effect
          to the terms of the Agreements have been obtained.

        


        We
          hereby
          further confirm that the following:

        


        
          	
                  (a)

                	
                  that
                    the termination letter of 16th
                    November
                    2007 from Jinkhold Limited to the Company terminating the Asset
                    Purchase
                    Agreement has been rescinded in full by Jinkhold Limited and
                    is no longer
                    in force and has no effect;

                


        

        


        
          	
                  (b)

                	
                  that
                    the SARS Common Stock Options (as defined in the Asset Purchase
                    Agreement)
                    and the SARS Convertible Debentures (as defined in the Asset
                    Purchase
                    Agreement) are (if necessary) fully assignable to the Company
                    pursuant to
                    the terms of clause 2.1 and 2.2 of the Asset Purchase
                    Agreement.

                


        

        


        


        Yours
          faithfully

        


        


        ____________________________

        CAMPBELL
          FITZPATRICK

        SOLICITORS

        


        EXECUTED
          and DELIVERED

        as
          a
DEED by ROBERT ANDREWS

        in
          the
          presence of:

        


        


        


        


        EXECUTED
          and DELIVERED

        as
          a
DEED by MARGARET ANDREWS

        in
          the
          presence of:

        


        


        


        


        EXECUTED
          and DELIVERED

        as
          a
DEED by PATRICK ANDREWS

        in
          the
          presence of:

        


        


        


        


        


        EXECUTED
          and DELIVERED

        as
          a
DEED by FERGUS DUFFY

        in
          the
          presence of:

        


        


        


        


        EXECUTED
          and DELIVERED

        as
          a
DEED by GERRY MULLEN

        in
          the
          presence of:

        


        


        


        


        


        


        


        


        


        
          	
                   

                	
                  EXECUTED
                    by VEHICLE SERVICES (OF DERRY)
                    LIMITED

                


        

        
          	
                   

                	
                  as
                    a DEED acting by two
                    directors

                


        

        
          	
                   

                	
                  or
                    by one director and the company
                    secretary

                


        

        


        
          	
                   

                	
                  ______________________

                


        

         Director

        


        ______________________

        Director/Secretary

        


        


        
          	
                   

                	
                  EXECUTED
                    by ANDRONICS
                    LIMITED

                


        

        
          	
                   

                	
                  as
                    a DEED acting by two
                    directors

                


        

        
          	
                   

                	
                  or
                    by one director and the company
                    secretary

                


        

        


        
          	
                   

                	
                  ______________________

                


        

         Director

        


        ______________________

        Director/Secretary

        


        


        SIGNED
          as a DEED for and on behalf of

        INVEST
          NORTHERN IRELAND

        by
          authorised
          officer: