exhibit10-1.htm


    
      
 

       

      


       

      ASSET
        PURCHASE AGREEMENT

       

      BY
        AND BETWEEN

       

      


       

      JINKHOLD,
        LTD.

       

      A
        United Kingdom Corporation

       

      21
        Tudor Street

       

      London

       

      #06286236

       

      (Purchaser)

       

      


       

      And

       

      


       

      ANDRONICS,
        LTD.

      A
        Northern Ireland Corporation

      20
        Balliniska Road

      Springtown,
        BT48 0NA

      #NI
        17460

      


      (Seller)

       

      


       

      


       

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ASSET
        PURCHASE
        AGREEMENT

       

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

      


      RECITALS:

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

       

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

      


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

      


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

      


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

       

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

      


      7.  Value
        Added Tax
        (“VAT”).

      


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

      


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

      


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

      


      8.  Employees.

      


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

      


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

      


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

      


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

      


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

      


      
        	
                8.6

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

              


      

      


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

      


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

      


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

      


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

      


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

      


      9.  Closing.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


       

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

       

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

       

      10.  Seller’s
        Obligation
        Prior to Closing.

      


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

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

      


      12.  Covenants
        of Seller
        Prior to Closing.

      


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

      


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

      


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

      


      13.  Covenants
        of
        Purchaser Prior to Closing.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      14.6  Intellectual
        Property Rights.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

       

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

       

       

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

       

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

       

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

       

       

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

       

       

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

       

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

      


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

      


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

      


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

      


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

       

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

       

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      18.           Covenants
        Subsequent to the Closing Date.

      


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

      


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

      


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

      


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

      


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

      


      Quarter
        1: 50,000 options
        vest

      Quarter
        2: 100,000 options vest

      Quarter
        3: 150,000 options vest

      Quarter
        4: 200,000 options vest

      


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

      


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

       

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

       

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

       

      19.           Non-Competition,
        Non-Solicitation.

      


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

      


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

      


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

      


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

      


      22.           Indemnification
        and Survival.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      24.  Miscellaneous
        Provisions.

      


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

      


      


      
        	
                If
                  to Purchaser:

                 

                 

                 

                 

              	
                Jinkhold,
                  Ltd.

                c/o
                  SARS Corporation

                __________________________

                __________________________

                __________________________

                 

              
	
                With
                  a Copy to:

              	
                The
                  Otto Law Group, PLLC

                Attn:
                  David Otto

                601
                  Union Street, Suite 4500

                Seattle,
                  WA 98101

                United
                  States

                 

              
	
                If
                  to Seller:

              	
                Andronics,
                  Ltd.

                Unit
                  20 Balliniska Road

                Springtown
                  Industrial Estate

                Londonderry

                Northern
                  Ireland

                BT48
                  ONA

                 

              
	
                With
                  a Copy to:

              	
                Ciaran
                  Hampson

                6 Castle
                  Street

                Londonderry

                County
                  Londonderry

                BT48
                  6HQ

                 

              


      

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      24.17                      Grossing
        Up.

       

       

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

       

       

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

       

      
        	
                 

              	 	
                (i)

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

              


      

       

      
        	
                 

              	 	
                (ii)

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

              


      

       

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

      


                 (i)           the
        increased amount so paid; and

       

      
        	
                 

              	 	
                (ii)

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

              


      

       

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

      


      [Signature
        page to follow]

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


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

       

      


       

      DATE:
        October 26, 2007

       

      


                                    
        SELLER:

      


                                    
        ANDRONICS, LTD.



      
        By:  /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

                


        





      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBITS

      


      AForm
        of
        Convertible Debenture

      


      BOperating
        Agreement

      


      CLicensing
        Agreement

      


      DLease
        Agreement

      


      


      SCHEDULES

      


      1.1List
        of Assets (including assumed Accounts Receivable)

      


      1.2List
        of Employees

      


      1.3List
        of Contracts (including British Petroleum Novation)

      


      1.4List
        of Intellectual Property

      


      1.5List
        of Goodwill

      


      3.0Assumed
        Liabilities (including Excluded Liabilities)

      


      4.2Convertible
        Debenture Holders

      


      9.3.2Promissory
        Notes

      


      18.3.2Revenue
        Projections for Andrews Quarterly Options


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        A

      Form
        of Convertible Debenture

      


      


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

      10%
        CONVERTIBLE DEBENTURE

      


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

      $
        [value] [location]

      


      


      


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

      


      
        	
                1.  

              	
                Agreement.

              


      

      


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

      


      
        	
                2.  

              	
                Register.

              


      

      


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

      


      
        	
                3.  

              	
                Loss
                  Theft, Destruction or Mutilation of the
                  Debenture.

              


      

      


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

      


      
        	
                4.  

              	
                Registered
                  Holder.

              


      

      


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

      


      
        	
                5.  

              	
                Surrender
                  of the Debenture.

              


      

      


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

      


      
        	
                6.  

              	
                Subordination.

              


      

      


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

      


      


      
        	
                7.  

              	
                Conversion.

              


      

      


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

      


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

      


      8.  Mechanics
        of Conversion.

      


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

       

      


      
        	
                9.  

              	
                Notice.

              


      

      


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

      


      
        	
                10.  

              	
                Default.

              


      

      


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

      


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

      


      


      
        	
                11.

              	
                Miscellaneous.

              


      

      


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

      


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

      


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

      


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

      


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

      


      [name
        of holder]

      [address
        of holder]

      [city,
        state, ZIP]

      


      


      


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

      


      


      Maker:                                SARS,
        Corporation

      


      
 

      ____________________________

                                      By:
        Clayton S. Shelver

      Its:  Chief
        Executive
        Officer

      


      


      
        	
                Holder:
                  [name]

                Holder’s
                  address:                                [address]

                [city,
                  state, ZIP]

                 

              	 
	
                Maker’s
                  address:                                SARS,
                  Corporation

                Attn:
                  Clayton S.
                  Shelver

                                             601
                  108th
                  Avenue NE, 19th
                  Floor

                                             Bellevue,
                  WA 98004  USA

              	
                With
                  a copy
                  to:                                The
                  Otto Law Group, PLLC

                Attn:
                  David M. Otto

                601
                  Union Street, Suite
                  4500

                Seattle,
                  WA 98101
                  USA

              


      

      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      _________,
        2007

      


      


      


      SARS
        Corporation

      601
        108th Avenue
        NE, 19th
        Floor

      Bellevue,
        WA 98004  USA

      Attention:
        Clayton S. Shelver

      


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

      


      Dear
        Mr.
        Shelver:

      


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

      


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

      


      _____________________

      _____________________

      _____________________

      _____________________

      Phone:
        _______________

      


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

      


      


      Sincerely,

      


      


      


      _____________________

      


      


      Enclosure

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        B

      Operating
        Agreement


      


      [the
        Operating Agreement appears on the following pages]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      

        OPERATING
          AGREEMENT

        


        THIS
          OPERATING AGREEMENT (this “Agreement”) is entered into as of
          this ___  day
          of January, 2007 (the “Execution Date”), between Andronics,
          Ltd. (“Andronics”), Veritas Solutions, Inc.
          (“VSI”) and Secure Asset Reporting Services, Inc., a wholly
          owned subsidiary of VSI (“SARS”).  Collectively
          referred to herein as the “Parties.”

        


        W
          I T N E
          S S E T H:

        


        WHEREAS,
          Andronics is engaged in the business of offering global two-way data solutions
          for monitoring and control of remote assets (the
“Services”);

        


        WHEREAS,
          VSI and SARS are contemplating the purchase of certain assets of Andronics
          (the
“Asset Purchase”), a list of substantially all of these assets
          is attached hereto as Exhibit A (the “Assets”), the
          Assets are currently valued at ____________ Dollars ($________);

        


        WHEREAS,
          pursuant to and until that certain contemplated Asset Purchase occurs,
          VSI,
          through its subsidiary, SARS, would like to exclusively control, operate,
          market, sell and manage the Assets of Andronics in accordance with the
          terms and
          conditions of this Agreement;

        


        WHEREAS,
          Andronics desires to engage VSI and SARS to allow VSI and SARS to exclusively
          control, operate, market, sell and manage the Assets of Andronics in accordance
          with the terms and conditions of this Agreement;

        


        WHEREAS,
          SARS would like to obtain the consulting services of the individuals listed
          on
Exhibit B (collectively referred to as the “Andronics
          Consultants”);

        


        WHEREAS,
          the Andronics Consultants would like to provide consulting services to
          SARS to
          assist with the management and operation of the Services and Assets;
          and

        


        WHEREAS,
          the Parties would like to acknowledge the operating expenses already paid
          by VSI
          and secure such expenses (listed below) with a promissory note (the
“Note”) in accordance with the terms and conditions of this
          Agreement and the Note, a form of which is attached hereto as Exhibit
          C.

        


        NOW,
          THEREFORE, in consideration of the foregoing and the mutual agreements
          hereinafter set forth, the parties hereby agree as follows:

        


        ARTICLE
          I

        PURPOSE;
          EFFECTIVENESS

        


        1.1           Purpose.                      The
          primary purpose of the activities contemplated by this Agreement is to
          provide
          for the (i) exclusive control, operation, marketing, selling and management
          of
          the Assets by VSI and SARS, and (ii) to obtain the services of the Andronics
          Consultants to manage the Assets and to provide the Services.

        


        1.2           Effectiveness.  This
          Agreement shall become effective as of the December _____, 2006 (the
“Effective Date”).

        


        1.3           Promissory
          Note.  As of Execution Date, VSI has provided Andronics
          approximately Sixteen Thousand United States Dollars ($16,000) for operating
          expenses and working capital needs.  Andronics agrees to secure such
          expenses with a promissory note, a form of which is attached hereto as
          Exhibit C.

        


        1.4           License
          Agreement.                                           As
          of the Execution Date, the Parties shall have executed the License Agreement,
          a
          form of which is attached hereto as Exhibit D.

        


        1.5           Asset
          Purchase.  VSI and SARS are contemplating effectuating an Asset
          Purchase with Andronics, of the Assets owned by Andronics. The Assets are
          currently valued at ____________ Dollars ($________) (the “Purchase
          Price”).

        


        (a)           If
          the Asset Purchase closes and becomes effective within six (6) of the Execution
          Date of this Agreement, the Note amount (and any additional amended amounts
          thereto) shall be applied against the Purchase Price and the Note shall
          be
          cancelled in its entirety.

        


        ARTICLE
          II

        DESIGNATION
          AS OPERATOR; NATURE OF AGREEMENT

        


        2.1           Engagement.                                Andronics
          hereby engages and grants to SARS the exclusive right to operate and control
          the
          Services for the term specified in Section 5, and SARS hereby agrees to
          perform
          the Operator Duties for such term, on the terms and conditions specified
          in this
          Agreement.  The Operator Duties shall be carried out under the name of
          VSI and SARS on behalf of Andronics and all revenue shall be attributed
          to
          VSI.

        


        2.2           Relationship.                                This
          Agreement is not intended to create, and shall not be deemed or treated
          as
          creating, a partnership, joint venture, employment contract or any other
          relationship between the Parties other than the service relationship expressly
          provided for in this Agreement.  All commitments, obligations,
          undertakings and liabilities associated with the Operator Duties shall
          be
          entered in the name of, and shall be the sole responsibility of SARS and
          neither
          party shall be authorized to enter into any commitment, obligation, undertaking
          or liability in the name of, or on behalf of, the other party.

        


        ARTICLE
          III

        PERSONNEL;
          OPERATIONS; PERFORMANCE

        


        3.1           Personnel.

        


        (a)           SARS
          shall execute consulting services agreements with the Andronics Consultants
          to
          perform its obligations under this Agreement because they possess such
          qualifications, knowledge and experience in the provision of the tasks
          to which
          they are assigned as would be required for comparable positions and tasks
          in
          competitive businesses.  SARS shall provide appropriate training to
          such personnel as and when required in order to facilitate the efficient
          and
          knowledgeable performance of services under this Agreement.  SARS
          shall monitor the performance of such personnel and shall take such action
          as is
          necessary to remedy promptly any deficiencies in such performance.

        


        (b)           The
          Andronics Consultants shall render all services hereunder as an independent
          contractor and shall not hold itself out as an agent of VSI or SARS. Nothing
          herein shall be construed to create or confer upon the Andronics Consultants
          the
          right to make contracts or commitments for or on behalf of VSI or
          SARS.

        


        3.2           Operations
          and Duties.

        


        (a)           Andronics
          shall maintain (whether by acquisition or lease) suitable facilities and
          equipment for the efficient and effective performance of operating the
          Services
          and Assets (the “Duties”).  Such facilities and
          equipment shall be kept in good working order, normal wear and tear
          excepted.

        


                              (b)           SARS
          shall be responsible for all costs associated with the Duties.

        


        3.3           Licenses,
          Etc.  The Andronics Consultants shall be responsible for obtaining
          and maintaining (i) all licenses and permits required from any governmental
          body
          or agency for the performance of its services hereunder, and (ii) all licenses
          or rights required from any third parties for the performance of its services
          hereunder.

        


        3.4  Insurance.  The
          Andronics Consultants shall obtain, and maintain during the term of this
          Agreement, insurance for the Assets against such risks and in such amounts
          as
          are carried by similar businesses in similar circumstances.

        


        3.5           Expenses.  The
          Parties shall be solely responsible for all expenses, obligations or commitments
          incurred in connection with the performance of their respective obligations
          under this Agreement.

        


        3.6           Performance
          Standards.

        


        (a)           Except
          to the extent otherwise expressly provided, VSI and SARS shall, in the
          performance of its obligations and duties under this Agreement, exercise
          and use
          a degree of care and skill that a similarly situated service provider would
          exercise and use in providing services in similar circumstances.

        


        (b)           VSI
          and SARS shall use reasonable commercial efforts to broaden the geographic
          penetration of the Services.

        


        3.7           Inspection
          of Records.  VSI and SARS may (i) at any time it reasonably
          believes Andronics is in breach of any provision of this Agreement (in
          which
          case, it shall notify Operator in writing of such belief and the reasons
          therefor) and (ii) once during any calendar year, request Andronics to,
          and
          Andronics shall, upon reasonable advance notice, permit employees, agents
          or
          representatives of VSI and SARS, during normal business hours, to review,
          inspect and/or audit Andronics’ financial records and its operating procedures
          relating to the performance of services under this
          Agreement.  Andronics shall cooperate and make available appropriate
          personnel to assist representatives of VSI and SARS in inspecting or auditing
          the books, records and facilities of Andronics, and Andronics will reasonably
          cooperate with respect to any such audit or inspection.

        


        ARTICLE
          IV

        FEES;
          COMPENSATION

        


        4.1           Fees.                      SARS
          shall have the authority to, on behalf of Andronics, establish, revise
          and
          collect fees with respect to the Services.

        


        4.2           Compensation.  As
          compensation for its services hereunder, VSI and SARS shall be entitled
          to one
          hundred percent (100%) of all gross revenue derived from providing and
          operating
          the Services and Assets.

        


        4.3           Late
          Payments.  Any payment not made by a party when due under the
          terms of the Note shall bear interest as the Default Rate (as defined in
          the
          Note) from the due date under this Agreement until paid.

        


        ARTICLE
          V

        TERM;
          TERMINATION AND EXTENSION

        


        5.1           Term.                      This
          Agreement shall continue in effect until (i) terminated by one (1) of the
          parties pursuant to Section 5.2; (ii) the mutual written agreement of the
          Parties; or (iii) the contemplated Asset Purchase closes and becomes
          effective.

        


        5.2           Termination.

        


        (a)           A
          party may terminate this Agreement by notice to the other party in the
          event
          that: (i) the other party (the “Defaulting Party”) shall fail
          to perform, or shall breach, any of its obligations set forth in this Agreement,
          and such failure shall continue for thirty (30) days after written notice
          thereof has been given to the Defaulting Party, or if the breach is not
          capable
          of cure within such thirty (30) days, reasonable efforts to cure have not
          been
          undertaken; or (ii) the other party (1) makes any general assignment for
          the
          benefit of creditors, (2) initiates or is the subject of a request to initiate
          a
          bankruptcy or insolvency proceeding under any provision of law, including
          the
          United States Bankruptcy Code, that is intended to liquidate or rehabilitate
          such other party, and is not dismissed within sixty (60) days, (3) files,
          or is
          the subject of a filing (that is not dismissed within sixty (60) days)
          with a
          court of competent jurisdiction for the appointment of a receiver, guardian,
          conservator or similar officer, or (4) is rendered or declared insolvent;
          and a
          termination hereunder shall be effective, if no cure has occurred thirty
          days
          after notice has been given to such other party.

        


        (b)           Upon
          written notice to Andronics, VSI and SARS may terminate this Agreement
          in the
          event that the Asset Purchase fails to close within six (6) months of the
          Execution Date.

        


        5.3           Transition.  In
          the event that this Agreement is terminated by either party pursuant to
          Section
          5.2(a), either party may request an extension of this Agreement, and, if
          mutually agreed upon, the Parties shall continue to perform hereunder at
          the
          requesting party’s sole cost and expense, for a period of up to six (6) months
          from the otherwise effective date of termination in order to allow the
          orderly
          migration and transition of responsibilities.

        


        5.4           Effect
          of Termination.  With the exception of Articles V, VII, VII and IX
          of this Agreement, in the event that this Agreement is terminated, all
          further
          obligations of the Parties under this Agreement shall be terminated without
          further liability of either party to the other.

        


        ARTICLE
          VI

        CONFIDENTIALITY

        


        6.1           Confidential
          Information.  Neither party will make any intellectual property,
          documentation software, enhancements or know-how, trade secrets, procedures
          and
          methods, financial and operational information and other matters relating
          to the
          Assets and/or Services available, in any form, to any other person without
          the
          prior written consent of the other.  The foregoing shall not restrict
          a party with respect to information which (i) such party rightfully possessed
          before it received such information from the other party as evidenced by
          written
          documentation; (ii) subsequently becomes publicly available through no
          fault of
          such party; (iii) is subsequently provided to such party by a third party
          without restrictions on use or disclosure; (iv) is required to be disclosed
          by
          law; or (v) has become the sole property of the party making the
          disclosure.

        


        ARTICLE
          VII

        LIABILITY
          AND INDEMNIFICATION

        


        7.1           LIMITATION
          OF
          LIABILITY.                                                                           IN
          NO EVENT OR UNDER ANY CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE
          OTHER
          PARTY FOR EXEMPLARY, PUNITIVE OR CONSEQUENTAL DAMAGES OF ANY KIND WHATSOEVER;
          PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO AN
          INTENTIONAL OR WILLFUL BREACH OF THIS AGREEMENT.

        


        7.2           Indemnification.

        


        (a)           Each
          party shall indemnify and hold the other party and its officers, directors,
          agents and employees harmless from and against any and all claims, demands,
          actions, losses, liabilities, costs, expenses (including reasonable legal
          fees
          and expenses), suits and proceedings of any nature whatsoever arising from
          the
          gross negligence or willful misconduct of the indemnifying party that arise
          out
          of or are in any manner connected with its performance under this Agreement,
          except to the extent such claim, demand, action, loss, liability, expense,
          suit
          or proceeding is attributable to the gross negligence, willful misconduct,
          or
          breach of this Agreement by, the party seeking indemnification
          hereunder.

        


        (b)           VSI
          and SARS shall indemnify and hold Andronics and its officers, directors,
          agents
          and employees harmless from and against any and all claims, demands, actions,
          losses, liabilities, expenses (including reasonable legal fees and expenses),
          suits and proceedings arising from VSI’s or SARS’
performance  involving the Duties and/or the Services.

        


        


        


        ARTICLE
          VIII

        DISPUTE
          RESOLUTION

        


        8.1           Dispute
          Resolution.  In the event of a dispute between the Parties as to
          any material term herein, the Parties shall first attempt to resolve the
          dispute
          informally.  If, after ten (10) days, the Parties are unsuccessful,
          the Parties agree to mediate their dispute, with each Party appointing
          one (1)
          mediator to represent itself.  If, after fifteen (15) days of the
          mediation’s commencement, no resolution is reached, the Parties shall submit to
          mandatory binding arbitration in any controversy or claim arising out of,
          or
          relating to, the Agreement or any breach hereof.  Such arbitration
          shall be conducted in accordance with the commercial arbitration rules
          of the
          American Arbitration Association in effect at that time, and the Parties
          agree
          to be bound by any judgment, determination or award rendered by the
          arbitrator.  The arbitrator is hereby authorized to award to the
          prevailing party the costs (including reasonable attorneys’ fees and expenses)
          of any such arbitration.  The Parties further agree that any mediation
          and arbitration meetings may be held via teleconference.

        


        8.2           Recourse
          to Courts and Other
          Remedies.                                                                                     Notwithstanding
          the Dispute resolution procedures contained in Sections 8.1, any party
          may apply
          to any court having jurisdiction (a) to enforce this agreement to arbitrate,
          (b)
          to seek provisional injunctive relief so as to maintain the status quo
          until the
          arbitration award is rendered or the Dispute is otherwise resolved, (c)
          to avoid
          the expiration of any applicable limitation period, (d) to preserve a superior
          position with respect to other creditors or (e) to challenge or vacate
          any final
          judgment, award or decision of the Panel that does not comport with the
          express
          provisions of Section 8.2.

        


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

        


        


        ARTICLE
          IX

        MISCELLANEOUS

        


        9.1           Notices.                      All
          notices, requests, demands and other communications hereunder shall be
          in
          writing and shall be deemed to have been duly given and effective (a) upon
          receipt, if delivered in person, by cable or by telegram, or (b) one (1)
          business day after deposit prepaid with a global overnight express delivery
          service:

        


                              If
          to Andronics and/or the Andronics Consultants:

        


        


        


        


        


        


        


        If
          to VSI
          or
          SARS:                                           Veritas
          Solutions, Inc.

        601
          108th Avenue
          NE, Suite
          1908

        Bellevue,
          WA 98004

                                                              Attn:                      Clayton
          Shelver

                                                              Fax:           (425)
          943-6872

        


        with
          a
          copy
          to:                                           The
          Otto Law Group, PLLC

        601
          Union
          Street, Suite 601

        Seattle,
          Washington 98110

        Attn:                      David
          M. Otto

        Fax:           (206)
          262-9513

        


        9.2           Amendments.  This
          Agreement may be amended or modified only by a dated written instrument
          so
          stating and executed by the Parties.

        


        9.3           Counterparts.                                This
          Agreement may be executed in any number of counterparts, each of which
          shall be
          deemed an original, but all of which together shall constitute one and
          the same
          instrument.

        


        9.4           Parties
          in Interest; No
          Assignment.                                                                           This
          Agreement shall inure to the benefit of and be binding upon the Parties
          hereto
          and their respective successors and assigns.  Nothing in this
          Agreement, express or implied, is intended to confer upon any other person
          any
          rights or remedies under or by reason of this
          Agreement.  Notwithstanding the foregoing, this Agreement may not be
          assigned without the prior written consent of the other party
          hereto.

        


        9.5           Applicable
          Law.  The rights and obligations of the Parties shall be construed
          under and governed by the internal laws (without application of the conflicts
          of
          laws provisions thereof) of the State of Washington.  Venue shall be
          in the County of King, Washington.

        


        9.6           Waiver.
          No provision in this Agreement shall be deemed waived by course of conduct,
          unless such waiver is in writing signed by both Parties and stating specifically
          that it was intended to modify this Agreement.

        


        9.7           Partial
          Invalidity.  Wherever possible, each provision hereof shall be
          interpreted in such manner as to be effective and valid under applicable
          law,
          but in case any one or more of the provisions contained herein shall, for
          any
          reason, be held to be invalid, illegal or unenforceable in any respect,
          such
          provision shall be ineffective to the extent, but only to the extent, of
          such
          invalidity, illegality or unenforceability without invalidating the remainder
          of
          such invalid, illegal or unenforceable provision or provisions or any other
          provisions hereof, unless such a construction would be
          unreasonable.

        


        9.8           Entire
          Agreement.  This Agreement and the agreement referred to herein
          and the schedules attached hereto constitute the entire agreement between
          the
          Parties governing the matters addressed herein. No prior agreement or
          representation, whether oral or written, shall have any force or effect
          thereon.

        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        IN
          WITNESS WHEREOF, the Parties have duly executed this Agreement as of the
          day and
          year first above written.

        


        


        VERITAS
          SOLUTIONS, INC.

        


        


        


        By:
          Clayton Shelver

        Title:
          Director and CEO

        


        


        SECURE
          ASSET REPORTING SERVICES, INC.

        


        


        


        By:
          Clayton Shelver

        Title:
          Director and CEO

        


        


        ANDRONICS
          LTD.

        


        


        


        By:

        Its:

        


        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        Exhibit
          A

        Assets
          and Licensed Property

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        Exhibit
          B

        Andronics
          Consultants

        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        Exhibit
          C

        Note


        
          
             

          

          
             

            
              

            

          

          
             

          

        



       

      Exhibit
        C

      Licensing
        Agreement


      


      [the
        Licensing Agreement appears on the following pages]

       

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        LICENSING
          AGREEMENT

        


        THIS
          EXCLUSIVE PATENT AND INTELLECTUAL PROPERTY LICENSING AGREEMENT (the
“Licensing Agreement”), made and entered into this ___ day
          of January,
          2007 (the “Execution Date”), between Andronics, Ltd.
          (“Andronics” or the “Licensor”), Veritas
          Solutions, Inc. (“VSI”) and Secure Asset Reporting Services,
          Inc., a wholly owned subsidiary of VSI (“SARS”).  VSI
          and SARS are collectively referred to as the
“Licensee.”

        


        WITNESSETH:

        


        WHEREAS,
          Andronics desires to engage VSI and SARS to allow VSI and SARS to exclusively
          control, operate, market, sell and manage the Assets (as defined in the
          Operating Agreement) and Licensed Property (defined below) of Andronics
          in
          accordance with the terms and conditions of this Agreement;

        


        WHEREAS,
          Licensor wishes to grant an exclusive license of the Licensed Patents (as
          defined below) and Licensed Intellectual Property (as defined below) to
          Licensee, and Licensee wishes to obtain an exclusive license of the Licensed
          Patents and Licensed Intellectual Property (collectively, the “Licensed
          Property”) from the Licensor, a list is located under the heading,
“Licensed Property” and is attached to the Operating Agreement as Exhibit
          A, all in accordance with and pursuant to the terms, covenants and
          conditions of this Licensing Agreement;

        


        WHEREAS,
          Licensor is the owner of certain patents that Licensor desires to license
          to
          Licensee (the “Licensed Patents”); and

        


        WHEREAS,
          Licensor is the owner of certain Licensed Intellectual Property rights
          pertaining to the Licensed Patents, including trade secrets, trademarks,
          service
          marks, trade names (including, in the case of trademarks, service marks
          and
          trade names, all goodwill pertaining thereto), inventions, copyrights,
          technology licenses, know-how, confidential information, shop rights, technical
          data, drawings, diagrams, designs, prototypes, engineering files, documentation,
          processes, procedures, marketing techniques and/or materials, marketing
          plans,
          timetables, strategies and development plans, charts, research, design
          specifications either developed or acquired by Licensor in connection with
          the
          development of the Licensed Patents and documents (written or electronic),
          physical properties of components of manufactured goods, techniques used
          or
          sequences in manufacture, sources (suppliers) and costs of components,
          costs of
          any aspect or phase of manufacture, profit margins, sub-licensing agreements
          and
          other information pertaining to customers, pricing policies and financial
          information (the “Licensed Intellectual
          Property”).

        


        AGREEMENT:

        


        NOW,
          THEREFORE, for and in consideration of the foregoing, the warranties
          and representations herein contained and other good and valuable consideration,
          the receipt of which is hereby acknowledged, the parties hereto have agreed
          and
          do hereby agree as follows:

        


         

        ARTICLE
          I

         

        DEFINITIONS

         

        1.1            Definitions

         

        .

         

        
          	
                  a.  

                	
                  Unless
                    otherwise defined below, capitalized terms shall have the meaning
                    as set
                    forth in the Operating Agreement.  The following terms, as used
                    herein, have the following
                    meanings:

                


        

         

        “Bankruptcy
          Event” means any of the following events: (a) Licensee commences a case
          or other proceeding under any bankruptcy, reorganization, arrangement,
          adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
          or
          similar Law of any jurisdiction relating to Licensee; (b) there is commenced
          against Licensee any such case or proceeding that is not dismissed within
          sixty
          (60) days after commencement; (c) Licensee is adjudicated insolvent or
          bankrupt,
          or any order of relief or other order approving any such case or proceeding
          is
          entered; (d) Licensee suffers any appointment of any custodian or the like
          for
          it or any substantial part of its property that is not discharged or stayed
          within sixty (60) days; (e) Licensee makes a general assignment for the
          benefit
          of creditors; (f) Licensee fails to pay, or states that it is unable to
          pay or
          is unable to pay, its debts generally as they become due; (g) Licensee
          calls a meeting of its creditors with a view to arranging a composition,
          adjustment or restructuring of its debts; or (h) Licensee, by any act or
          failure
          to act, indicates its consent to, approval of or acquiescence in any of
          the
          foregoing or takes any corporate or other action for the purpose of effecting
          any of the foregoing.

         

        “Contracts”
          means all contracts, agreements, arrangements, understandings, leases,
          licenses,
          commitments, sales and purchase orders and other instruments.

         

         “Governmental
          Entity” means any Federal, state or local or any foreign governmental,
          regulatory or administrative authority, agency, official, body or commission
          or
          any court, tribunal or arbitral body.

         

        “Knowledge
          of Licensor” shall mean that Licensor is actually aware of a fact or a
          matter.

         

        “Law”
          means any Federal, state, foreign or local statute, law, ordinance, regulation,
          rule, code, order, judgment, decree, other requirement or rule of law of
          the
          United States or any other jurisdiction and any other similar act or
          law.

         

        “Lien”
          means any mortgage, liability, lien (including any tax lien), obligation,
          pledge, charge, security interest or encumbrance of any kind.

         

        “Licensed
          Property” means the assets listed on Exhibit A under the heading
“Licensed Property” attached to the Operating Agreement.

         

        “Material
          Adverse Effect” means any change in or effect on the Purchased Assets
          that, individually or in the aggregate (taking into account all other such
          changes or effects), is, or is reasonably likely to be, materially adverse
          to
          the value of the Purchased Assets individually or taken as a whole.

         

        “Person”
          means an individual, corporation, partnership, association, trust or other
          entity or organization, including a government or political subdivision
          or an
          agency or instrumentality thereof.

         

        ARTICLE
          II

        GRANT
          OF
          LICENSES

        


        2.1  Exclusive
          License.  Licensor hereby grants, bargains, assigns, licenses,
          conveys and setsover to the Licensee an exclusive world-wide license to
          utilize
          the Licensed Patents and the claims set forth therein and the Licensed
          Intellectual Property for the purpose of developing, manufacturing (directly
          or
          through subcontractors), marketing and selling products incorporating the
          inventions contained in the Licensed Patents and Licensed Intellectual
          Property
          and for the purposes of sub-licensing the Licensed Patents and Licensed
          Intellectual Property.  Notwithstanding any provision to the contrary
          set forth in this Agreement, (i) any sub-licenses to be granted under this
          Agreement by Licensee first shall be approved in writing by the Licensor
          and
          shall be granted in an enforceable written agreement, of which Licensor
          is a
          third-party beneficiary, that contain terms and conditions at least as
          restrictive as all of the terms and conditions set forth in this Agreement,
          and
          (ii) promptly following the execution of any such sub-license, Licensee
          shall
          provide Licensor with a copy of the same.

         

        a.  Notwithstanding
          anything to the contrary in this Section or elsewhere in this Agreement,
          all
          rights granted to Licensee in this Agreement shall be subject to the terms
          and
          conditions of any and all existing licenses and other obligations related
          to the
          Licensed Property existing at the time the Agreement is entered
          into.

         

        b.  Licensee
          acknowledges and agrees that, (i) the Licensed Property and all goodwill
          associated therewith are and shall remain the sole property of Licensor,
          (ii)
          nothing in this Agreement shall convey to Licensee any right of ownership
          in the
          Licensed Property, (iii) Licensee shall not in any manner take any action
          and
          shall ensure that none of its permitted sub-licensees take any action,
          that
          disparages or would impair the value of, or goodwill associated with, the
          Licensed Property and (iv) all rights not expressly granted to Licensee
          are
          reserved to Licensor.  Licensee acknowledges and agrees that all use
          of the Licensed Property by Licensee shall inure to the benefit of
          Licensor.

         

        2.2           Ownership
          and Use of Licenses.

         

        a.  Licensor
          and Licensee agree that throughout the term of this License Agreement (and
          any
          extensions thereof) that Licensee may engage in research and development
          activities that produce new formulas, methods, inventions, techniques,
          properties or products that enhance the Licensed Property (“Licensee
          Enhancements”).  In the event Licensee develops such Licensee
          Enhancements, then Licensor shall retain ownership of such Licensee Enhancements
          and the Licensee Enhancements shall not be deemed to be a part of the Licensed
          Property and Licensor shall have all right, title and interest in and to
          any of
          the Licensee Enhancements.

         

        b.  Licensor
          and Licensee agree that throughout the term of this License Agreement (and
          any
          extensions thereof) that Licensor may engage in research and development
          activities that produce new formulas, methods, inventions, techniques,
          properties or products that enhance the Licensed Property (“Licensor
          Enhancements”).  When Licensor develops such Licensor
          Enhancements, the Licensor Enhancements shall not be deemed to be a part
          of the
          Licensed Property and shall not be deemed to have been licensed to Licensee
          in
          accordance with the terms of this License Agreement.

        


        2.3           General
          Duties of Licensor.  Throughout the term of this Licensing
          Agreement (including any extensions thereto), Licensor shall, (i) provide
          Licensee with copies of the Licensed Patents and Licensed Intellectual
          Property,
          (ii) provide Licensee with complete specifications of the raw material
          and
          design and use specifications pertaining to the same and (iii) provide
          Licensee
          with a complete list of all persons known to Licensor that were contacted
          during
          the development of the Licensed Patents and Licensed Intellectual Property
          (including, but not by way of limitation, lists of possible suppliers,
          sub-contractors, sub-licensees and customers).

         

        2.4           General
          Duties of Licensee.  Throughout the term of this Licensing
          Agreement (including any extensions thereof), Licensee shall use its best
          efforts to effectively develop and promote widespread use and manufacturing
          of
          products based on the claims included in the Licensed Patents and Licensed
          Intellectual Property. Such efforts shall include (but not by way of
          limitation), (i) engaging in the final stages of product development and
          testing, (ii) following successful completion of product development and
          testing, developing a “demonstration” manufacturing facility, (iii) engaging in
          market research to identify discrete market opportunities for products
          based on
          the Licensed Patents and Licensed Intellectual Property, (iv) developing
          and
          implementing marketing, pricing and distribution strategies for the products
          developed, and (v) attending industry forums and expositions to support
          marketing, promotion and distribution of products produced that utilize
          the
          Licensed Patents and Licensed Intellectual Property.

         

        2.5           Reservations
          and Limitations; Foreign Licensed Patents. Except as provided in this
          Section and in Sections 2.1(a), 2.8(a), 2.8(b), 3.8(b) and 3.8(c) of this
          Licensing Agreement, the parties agree that Licensor retains all of its
          rights,
          title and interest in and to the Licensed Patents and Licensed Intellectual
          Property. Licensor and Licensee agree that, during the term of this Licensing
          Agreement (including any extensions thereof), Licensee shall have the sole
          right
          and discretion to determine whether, when and if to apply for foreign Licensed
          Patents covering the inventions contained in the Licensed Patents. In the
          event
          that Licensee determines to apply for foreign Licensed Patents covering
          the
          inventions contained in the Licensed Patents, Licensee shall prosecute
          such
          foreign patent applications at Licensee’s sole expense. Any such foreign
          Licensed Patents shall be prosecuted in the name of Licensor. Licensor
          hereby
          agrees that during the term of this Licensing Agreement (including any
          extensions thereof), Licensee shall have and is hereby granted the same
          license
          rights with respect to any such foreign Licensed Patents as Licensee is
          granted
          with respect to the Licensed Patents by Section 2.1(a) of this Licensing
          Agreement. Licensor agrees to cooperate with Licensee in prosecuting any
          such
          patent applications and, subsequent to the granting of any such Licensed
          Patents, to confirm Licensee’s exclusive worldwide license rights thereunder and
          hereby appoints Licensee its attorney-in-fact for such purposes.

         

        2.6           Future
          Improvements and Discoveries.  Licensee acknowledges that, except
          as expressly proscribed by this Licensing Agreement, Licensor shall have
          the
          right to continue Licensor’s research and development activities in building
          materials and designs. Should those activities produce formulas, methods
          and
          inventions (“New Inventions”) which arise from Licensor’s
          independent activities which Licensor decides to license, Licensor hereby
          grants
          to Licensee a right of first refusal with respect to the licensing of the
          New
          Inventions. In the event Licensor decides to license some or all of the
          New
          Inventions, Licensor shall provide Licensee with a written notification
          of
          Licensor’s intent to license and of the terms (including fees and royalties) on
          which the license will be offered. The parties will then have thirty (30)
          days
          to negotiate a mutually agreeable licensing agreement.  If the parties
          fail to reach agreement within thirty (30) days, Licensor shall be free
          to offer
          a license of the New Inventions to third-parties on the terms initially
          offered
          to Licensee. If Licensor subsequently modifies the terms on which the license
          will be made available, Licensee shall be provided additional rights of
          first
          refusal to consider the modification(s) in Licensor’s proposal. Notwithstanding
          the foregoing, nothing contained in this Section 2.6 shall be interpreted
          to
          permit Licensor to incorporate elements of the Licensed Patents in any
          New
          Invention in contravention of the warranties and representations contained
          in
          Section 3.8(a) of this Licensing Agreement.

         

        2.7           Non-disclosure
          and Confidentiality.  Licensor and Licensee agree that many
          documents constituting the Licensed Patents and Licensed Intellectual Property,
          together with other documents and information of a similar nature that
          will be
          developed by Licensor or Licensee during the term of this Licensing Agreement
          (and any extensions thereof) are and will be of a confidential and proprietary
          nature (such documents and information hereafter referred to as
“Confidential Information”). Licensor and Licensee agree that
          such Confidential Information shall include any information concerning
          the
          Licensed Patents which is furnished now or during the term of this Licensing
          Agreement (including any extensions thereof) by or in behalf of the Licensor
          pursuant to or in accordance with the terms of this Licensing Agreement
          (whether
          or not reduced to writing or still in development and whether or not
          specifically marked confidential or proprietary by Licensor or Licensee).
          Licensor and Licensee agree that they shall use their best efforts to safeguard
          Confidential Information. To that end, Licensor and Licensee shall, (i)
          designate all such information by marking each such document or piece of
          information “Confidential/Proprietary,” (ii) restrict access to Confidential
          Information to those with a need to access that information, (iii) train
          employees and agents in the importance of non-disclosure of Confidential
          Information and (iv) include in all sub-contracts and sub-licenses provisions
          that require sub-contractors and sub-licensees to accord similar protections
          to
          Confidential Information. For purposes of Section 2.7 of this Licensing
          Agreement, the term “Confidential Information” does not include
          information that is generally available to the public other than as a result
          of
          a disclosure by a party to this Licensing Agreement, became available to
          the
          Licensee on a non-confidential basis from a source other than the Licensor
          (provided that such source is not bound by a confidentiality agreement
          with or
          other contractual relationship, legal or fiduciary obligation of confidentiality
          with respect to such information) or is part of the public record as a
          result of
          the registration of the Licensed Patents. Notwithstanding the foregoing,
          it
          shall not be a breach of Section 2.8 of this Licensing Agreement for either
          the
          Licensor or the Licensee to provide Confidential Information to a court
          of
          competent jurisdiction or an agency, department or subdivision of the United
          States or a state, territory or possession thereof having a lawful right
          to
          obtain the information requested, provided the Licensor or Licensee notifies
          the
          other party of the request and provides the other party with the opportunity
          to
          seek a stay or otherwise contest the request for information if that contest
          does not expose the other party to liabilities which are not or cannot
          be
          indemnified by the party wishing to contest the request.

         

        


         

        2.8           Assignment
          and Sub-Licensing.

        


        a.  Assignment.
          Except as provided in this Section 2.8, neither Licensor nor Licensee may
          assign
          their rights and obligations under this Licensing Agreement to any other
          person.
          For purposes of this Section 2.8, the granting of a security interest in
          the
          rights created under this Licensing Agreement constitutes an assignment.
          Licensor may assign Licensor’s rights under this Licensing Agreement to any
          person or entity, but may assign its obligations under this Licensing Agreement
          to another person, in whole or in part, only with the prior written consent
          of
          Licensee, which consent shall not be unreasonably withheld. Any refusal
          to
          consent to an assignment of the obligations of the Licensor that would
          interfere
          with the Licensor’s personal performance of the duties set forth in Section 2.4
          of this Licensing Agreement or that would defeat or jeopardize protection
          of the
          Licensed Patents shall not be deemed unreasonably withheld. Licensee may
          assign
          Licensee’s rights and obligations under this Agreement to any third person
          (including a business entity which Licensee controls on the date of the
          assignment) without the prior consent of the Licensor. For the purposes
          of this
          Section 2.8, the term “assignment” shall include the granting of a security
          interest in the rights created under this Licensing Agreement and any change
          in
          voting control of a business entity. An assignee receiving an assignment
          of
          rights and obligations under this Licensing Agreement shall have the same
          rights
          to further assign interests and obligations under this Licensing Agreement
          as
          did the assignee’s assignor.

        


        b.  Sub-licensing
          and Distribution.  Licensor and Licensee agree that Licensee shall
          have the right to sub-license the Licensed Patents and Licensed Intellectual
          Property and to enter into distribution agreements with respect to products
          manufactured utilizing inventions contained in the Licensed Patents and
          Licensed
          Intellectual Property to such persons and on such terms as Licensee deems
          appropriate. Licensor and Licensee agree that during the term of this Licensing
          Agreement (including any extensions thereof), Licensee shall have the sole
          right
          and responsibility to contact, discuss, negotiate and execute sub-licensing
          and
          distribution agreements with sub-licensees and potential
          sub-licensees.  No such agreement shall be permitted to cover a term
          longer than the remaining term of this Licensing Agreement in effect on
          the date
          the sub-licensing or distribution agreement is executed and in effect absent
          the
          prior written consent of Licensor. Licensee shall provide Licensor with
          a copy
          of each such agreement within thirty (30) days of the agreement’s execution.
          Each agreement shall provide that notifications by one party to the sub-license
          agreement to the other shall also require the party giving the notice to
          the
          other party to also send a copy of the notice to the Licensor. In the event
          that
          this License Agreement terminates prior to the termination of any sub-license
          agreement (either because Licensor has consented to a term for the sub-license
          agreement that exceeds the term of this License Agreement in effect on
          the date
          of execution of the sub-license agreement or because of the termination
          of this
          License Agreement other than upon the normal expiration of its term), the
          rights
          of the sub-licensee under the sub-license agreement shall remain in full
          force
          and effect.  From the date of termination of this Licensing Agreement
          through the date of termination of the sub-licensing agreement, remittances
          required to be made by the sub-licensee to the Licensee shall continue
          to be
          made to the Licensee and remittances due from Licensee to Licensor with
          respect
          to any such sub-license shall continue to be made as though this Licensing
          Agreement was still in full force and effect.

        


        2.9  Rights
          and Duties Upon Termination; Return of Materials. Within thirty (30) days of
          the termination of this Licensing Agreement, each party to this Licensing
          Agreement that has possession of or control over any confidential or proprietary
          information of the other party shall return to the other party all written
          and
          otherwise recorded or stored matter containing confidential or proprietary
          information, including both original matter and all copies thereof; provided,
          that each party’s legal counsel may retain one copy of any such information in
          its files solely for the purpose of identifying information to be protected
          under applicable confidentiality provisions. For purposes of the foregoing,
          Licensee shall not be deemed to be in possession or control of confidential
          or
          proprietary information in possession of sub-licensees with a right to
          retain
          such information during the term of their sub-license agreement following
          termination of this Licensing Agreement.

        


        ARTICLE
          III

         

        REPRESENTATIONS
          AND WARRANTIES OF LICENSOR

         

        Licensor
          hereby represents and warrants to Licensee that all such exceptions to
          be
          referenced to a specific representation set forth in this Article III,
          or shall
          be deemed to be referenced to a specific representation in which such exception
          would be appropriate and reasonably apparent from the context, as of the
          date
          hereof, that:

         

        3.1           Organization
          and Qualification

         

        .  Licensor
          is a corporation organized under the law of Northern Ireland and has the
          requisite power and authority to own, lease and operate these properties,
          except
          for such failures to be so qualified that could not reasonably be expected
          to,
          individually result in a Material Adverse Effect.

         

        3.2           Absence
          of Certain Changes

         

        .  Licensor
          has utilized the Purchased Assets in the ordinary course consistent with
          past
          practices, and there has not been:

         

        a.  any
          Material Adverse Effect or any event, occurrence, development or state
          of
          circumstances or facts known to Licensor which could reasonably be expected
          to
          result in a Material Adverse Effect;

         

        b.  any
          event
          that could reasonably be expected to prevent or materially delay the performance
          of the obligations of Licensor pursuant to this Agreement;

         

        c.  any
          incurrence, assumption or guarantee by Licensor of any indebtedness for
          borrowed
          money with respect to the Licensed Property other than in the ordinary
          course of
          business and in amounts and on terms consistent with past
          practices;

         

        d.  any
          creation or other incurrence of any Lien on any Licensed Property or any
          failure
          to discharge or satisfy any such Lien or pay or satisfy any material obligation
          or liability (whether absolute, accrued, contingent or otherwise) relating
          to or
          affecting the Purchased Assets;

         

        e.  any
          transaction or Contract entered into by Licensor relating to any Licensed
          Property (including the acquisition or disposition of any assets) or any
          relinquishment by Licensor of any such Contract or other right relating
          to any
          Licensed Property, in either case, other than transactions and commitments
          in
          the ordinary course of business consistent with past practices and those
          contemplated by this Agreement;

         

        f.  any
          settlement, waiver, release, assignment or compromise relating to or affecting
          any material action, suit, proceeding, claim arbitration or litigation
          affecting
          the Licensed Property;

         

        g.  any
          sale
          or transfer of any of the Licensed Property (including, without limitation,
          any
          disposition or license of any Proprietary Rights) except for inventory
          sold in
          the ordinary course of business consistent with past practices or cancellation
          of any material debts or claims relating to the Licensed Property or waiver
          of
          any rights relating thereto;

         

        h.  any
          authorization of, or agreement entered into or commitment made to do any
          of the
          foregoing.

         

        3.3           Title
          to Licensed Assets

         

        .  No
          Licensed Property is subject to any Lien.  Upon consummation of the
          transactions contemplated hereby, Licensee will have acquired good and
          marketable title in and to, or a valid leasehold interest in, each of the
          Licensed Property, free and clear of all Liens.

         

        3.4           No
          Undisclosed Liabilities

         

        .  There
          are no liabilities relating to or affecting the Licensed Property of any
          kind
          whatsoever, whether accrued, contingent, absolute, determined, determinable
          or
          otherwise, and there is no existing condition, situation or set of circumstances
          which could reasonably be expected to result in such a liability other
          than
          liabilities that, individually or in the aggregate, would result in a Material
          Adverse Effect with respect to the Licensed Property.

         

        3.5           Litigation

         

        .  There
          is no action, suit, claim, investigation or proceeding (or any basis therefore)
          pending against, or to the Knowledge of Licensor, threatened against, or
          relating to or affecting, any Licensed Property before any court or arbitrator
          or any Governmental Entity, and to the Knowledge of Licensor, there are
          no
          existing acts or circumstances that could reasonably be expected to result
          in
          such an action, suit, claim, investigation or proceeding.  Licensor is
          not subject to any outstanding order, writ, injunction or decree which
          could
          reasonably be expected to have, individually or in the aggregate, a Material
          Adverse Effect or materially interfere with Licensor’s ability to consummate the
          transactions contemplated hereby.

         

        3.6           Material
          Contracts

         

        .

         

        
          	
                  a.  

                	
                  Licensor
                    is not a party to or subject to:

                


        

         

        1.  Any
          Contract that substantially limits the freedom of Licensor to compete in
          any
          line of business or with any Person or in any area or to own, operate,
          sell,
          transfer, pledge or otherwise dispose of or encumber any Licensed Property
          or
          that would so limit the freedom of Licensee after the Closing Date;
          or

         

        2.  Any
          material Contract not made in the ordinary course of business that relates
          to or
          affects the Licensed Property.

         

        3.7           Compliance
          with Laws

         

        .  Licensor
          is not in violation of, Licensor has not violated, and to the Knowledge
          of
          Licensor, Licensor is not under investigation with respect to or been threatened
          to be charged with or given notice of any violation of, any Law or judgment,
          order or decree entered by any court, arbitrator or Governmental Entity,
          applicable to the Licensed Property or the conduct of the
          Business.  No violation of any Law relating to or affecting any
          Licensed Property currently exists or has existed at any time.  There
          are no developments relating to or affecting any of the Licensed Property
          pending or threatened, which might reasonably be expected to materially
          detract
          from the value of such Licensed Property, materially interfere with any
          present
          or intended use of any such Licensed Property or result in a Material Adverse
          Effect with respect to the marketability of such Licensed Property.

         

        3.8           Proprietary
          Rights

         

        .

         

        a.  All
          patents (including, without limitation, all U.S. and foreign patents, patent
          applications (including provisional applications), invention disclosures
          and any
          and all divisions, continuations, continuations-in-part, re-issues,
          re-examinations and extensions thereof), design rights, trademarks, trademark
          applications (including intent to use filings), trade names and service
          marks
          (whether or not registered), trade dress, logos, copyrights (whether or
          not
          registered) and any renewal rights therefore, sui generis database rights,
          statistical models, technology, inventions, supplier lists, trade secrets,
          know-how, databases, technical documentation, mask works, registrations
          and
          applications for any of the foregoing and all other tangible and intangible
          proprietary information, materials and associated goodwill (collectively,
          “Proprietary Rights”) that are held by or have been or are
          planned to be used in (including in the development of) the Business and/or
          in
          any product, technology or process (i) currently being or formerly manufactured,
          published or offered by the Licensor or (ii) currently under development
          for
          possible future manufacturing, publication, marketing or other use by the
          Licensor, are hereinafter referred to as the “Licensor Proprietary
          Rights.”

         

        b.  The
          Licensor Proprietary Rights contain only those items and rights that
          are:  (i) owned by the Licensor; (ii) in the public domain; or (iii)
          rightfully used by the Licensor pursuant to a valid and enforceable license
          or
          other similar agreement (the Licensor Proprietary Rights which are used
          pursuant
          to sub-section; (iii) are referred to as “Licensor Licensed
          Proprietary Rights”).  The
          Licensor has all rights in Licensor Proprietary Rights owned by the Licensor
          and
          in Licensor Licensed Proprietary Rights necessary (and had all rights necessary
          to carry out its former activities at the time such activities were being
          conducted), including, to the extent required to carry out such activities,
          rights to make, use, reproduce, modify, adopt, create derivative works
          based on,
          translate, distribute (directly and indirectly), transmit, display and
          perform
          publicly, license, rent and lease and, other than with respect to Licensor
          Licensed Proprietary Rights, assign and sell Licensor Proprietary
          Rights.

         

        c.  To
          the
          Knowledge of Licensor, the use, reproduction, manufacturing, distribution,
          licensing, sub-licensing, sale or any other exercise of rights in any Licensor
          Proprietary Rights, product, activity, technology or process as now used
          or
          offered for use, licensing or sale by the Licensor does not, directly or
          indirectly, infringe on any rights in any Proprietary Rights or other
          proprietary right of any person, anywhere in the world.  No claims or
          investigations, (i) challenging or threatening the validity, enforceability,
          effectiveness or ownership by the Licensor of any Licensor Proprietary
          Rights or
          (ii) to the effect that the use, manufacturing, distribution, licensing,
          sublicensing, sale or any other exercise of rights in any Licensor Proprietary
          Rights, product, activity, technology or process as now used by the Licensor
          directly or indirectly infringes any Proprietary Rights or other proprietary
          right of any person, have been asserted or threatened by any
          person.  All of the rights within Licensor Proprietary Rights are
          enforceable and subsisting.  To the Knowledge of Licensor, there is no
          unauthorized use, infringement or misappropriation of any Licensor Proprietary
          Rights by any third-party, employee, former employee or contract
          worker.

         

        d.  The
          Licensor has taken all appropriate measures to protect the proprietary
          nature of
          the Licensor Proprietary Rights and to maintain in confidence all trade
          secrets
          and confidential information owned or used by the Licensor.

         

        e.  Except
          as
          would not otherwise materially impair the Licensor’s ability to account for,
          enforce its rights under, make use of, understand or memorialize the Licensor
          Proprietary Rights, the Licensor has taken all steps, in accordance with
          normal
          industry practice, to preserve and maintain notes and records relating
          to
          Licensor Proprietary Rights and to cause the same to be readily understood,
          identified and available.

         

        f.  The
          Licensor Proprietary Rights are free and clear of any and all
          Liens.

         

        g.  All
          data
          which has been collected, stored, maintained or otherwise used by the Licensor
          has been collected, stored, maintained and used in accordance with all
          applicable U.S. and foreign Laws, rules, regulations, guidelines and industry
          standards. The Licensor has not received a notice of noncompliance with
          applicable data protection laws, rules, regulations, guidelines or industry
          standards.

         

        3.9           Licensed
          Patents: Representations and Warranties; Third-Party Infringement Claims
          Defense; Prosecution of Infringement Claims Against Third-parties; Right
          of Set
          Off; When Failure to Establish Validity Becomes Grounds for Terminating
          Payments.

        


        a.  Licensor
          Representations and Warranties Respecting Licensed
          Patents.  Licensor represents and warrants to Licensee that, (i)
          the Licensed Patents do not infringe on the patent rights of any third-party,
          (ii) Licensor is the sole owner of the Licensed Patents and Licensed
          Intellectual Property, (iii) Licensor has granted no other license(s) that
          permit any other person or entity to develop, manufacture, exploit, sub-license
          or otherwise use the inventions used in the Licensed Patents and Licensed
          Intellectual Property and will grant no other such license(s) or use rights
          to
          any third-party during the term of this Licensing Agreement (or any extensions
          thereof), (iv) Licensor has neither applied for nor obtained foreign Licensed
          Patents with respect to the inventions contained in the Licensed Patents
          and
          Licensed Intellectual Property and during the term of this Licensing Agreement
          (or any extensions thereof) will not apply for or obtain any such foreign
          Licensed Patents (except with the prior written consent of Licensee on
          such
          terms and conditions as Licensee in its sole discretion finds acceptable),
          (v)
          Licensee will not undertake modifications of the Licensed Patents through
          which
          essentially similar processes, products or techniques may be implemented
          that
          would be competitive with processes or techniques employed or products
          produced
          by Licensee utilizing the Licensed Patents and/or Licensed Intellectual
          Property
          and (vi) Licensor has not and during the term of this Licensing Agreement
          (or
          any extensions thereof) will not engage in or encourage the development
          of
          competing products, processes or techniques under the Licensed Patents
          or other
          similar Licensed Patents  either in the United States or any foreign
          patent jurisdiction.

        


        b.  Third-party
          Infringement Claims Defense.  In the event that any third-party
          asserts that the Licensed Patents infringe on the third-party’s patent rights,
          it shall be the Licensor’s obligation to defend such infringement claim and to
          conform Licensee’s continued right to develop, manufacture and sell products
          based on the claims set forth in the Licensed Patents and to sub-license
          the
          Licensed Patents. Licensor and Licensee agree to make each other aware
          of any
          third-party infringement claim within thirty (30) days of being made aware
          of
          the claim by the third-party. Licensor shall defend against any such
          infringement claim at Licensor’s own cost and expense. In the event that
          Licensor fails to defend such infringement claim, Licensee shall have the
          right
          (but not the obligation) to defend against such claim and Licensor hereby
          appoints Licensee its attorney-in-fact to defend against any such infringement
          claim and in Licensee’s sole discretion, to take all acts with respect to the
          claim (and its settlement) which Licensee deems appropriate. Licensor agrees
          to
          cooperate fully with Licensee in connection with any such defense (including,
          but not by way of limitation, by joining in any such defense).

        


        c.  Prosecution
          of Third-parties for Infringement of Licensed Patents.  In the
          event that Licensor or Licensee become aware of any potential infringement
          of
          the Licensed Patents by any third-party, Licensor and Licensee agree to
          make
          each other aware of any such potential infringement within fifteen (15)
          days of
          becoming aware of the potential infringement. Licensor and Licensee agree
          that
          it shall be Licensee’s right (but not its obligation) to warn third-parties of
          potential infringements of the Licensed Patents during the term of this
          Licensing Agreement (including and extensions thereof) and Licensor agrees
          to
          assist Licensee in the prosecution of any patent infringement claim (including,
          but not by way of limitation, by joining in the prosecution of any such
          claim).
          Licensor hereby appoints Licensee its attorney-in-fact for purposes of
          prosecuting any such patent infringement claims. Any such patent infringement
          claims shall be conducted at the expense of the Licensee.

        


        d.  Set
          Off.  In the event Licensee undertakes the defense of a patent
          infringement claim or the prosecution of a patent infringement claim, Licensee
          shall be entitled to recover Licensee’s expenses (including court costs,
          reasonable attorneys’ fees and reasonable expert witness’ fees, settlement
          payments and fees or royalties paid to third-parties in settlement of
          infringement claims) as a set off against other amounts owning to Licensor
          by
          Licensee under this License Agreement (including fees payable this Licensing
          Agreement). Licensor and Licensee agree that this right of set off exists
          in
          addition to, any other rights Licensee may have at law or in equity to
          recover
          such expenses from Licensor or any third-party.

        


        e.  Patent
          Prosecution and Maintenance.  Except as otherwise provided in this
          Licensing Agreement, Licensor may proceed with the prosecution of patent
          applications with respect to inventions independently developed by Licensor
          at
          Licensor’s own discretion and at Licensor’s own cost.  Licensee may
          proceed with prosecution of patent applications with respect to patentable
          products and techniques developed during product development under this
          License
          Agreement at Licensee’s own discretion and expense and without receiving the
          consent or approval of Licensor; provided, however, that if the new inventions
          that are the subjects of such patent applications utilize elements of the
          Licensed Patents, such patent applications may be prosecuted by Licensee
          only
          with the approval and participation of Licensor on such terms
          (including  expense, royalty and fee sharing) as may be mutually
          agreed to by Licensor and Licensee.

        


        f.  Grounds
          for Terminating Payments Pertaining to Licensed
          Patents.  Licensee’s right to terminate payments required under
          Sections 2.2 of this Licensing Agreement in the event that that the Licensed
          Patents licensed hereunder are found invalid or unenforceable shall arise
          only
          upon a “final adjudication” of such invalidity or unenforceability. For purposes
          of this Section 3.8(f),  “final adjudication” shall mean an
          adjudication or determination by a trial court or a court of appeal, which
          adjudication or determination shall be final and binding. Notwithstanding
          the
          foregoing, Licensor and Licensee agree that from the time that either Licensor
          or Licensee is on notice of any assertion of a third-party patent infringement
          claim until any such final adjudication, all payments required to be made
          to
          Licensor under Sections 2.2 shall be made instead into an escrow account
          to be
          held there pending final adjudication of the third-party claim. Upon such
          final
          adjudication, the sums held in escrow will be distributed as follows: first,
          if
          defense of any such action is undertaken by Licensee under this Licensing
          Agreement, to reimburse Licensee of expenses incurred (including court
          costs and
          reasonable attorneys and expert witness fees) in the defense; second, to
          pay the
          third-party any amount to which the third-party becomes entitled as a
          consequence of the settlement or final adjudication of the third-party’s claim;
          and finally, if any amounts remain after the payments referred to above,
          to
          Licensor. Interest earned on the amounts held in escrow shall be and remain
          the
          property of Licensee. Nothing herein contained shall be construed as a
          limitation upon any rights Licensee may otherwise have under this Licensing
          Agreement, at law or in equity, arising from Licensor’s breach of any
          representation or warranty contained in this Licensing Agreement.

        


         

        ARTICLE
          IV

         

        REPRESENTATIONS
          AND WARRANTIES OF LICENSEE

         

        Licensee
          hereby represents and warrants to Licensor, all such exceptions to be referenced
          to a specific representation set forth in this Article IV, or shall be
          deemed to
          be referenced to a specific representation in which such exception would
          be
          appropriate and reasonably apparent from the context, as of the date hereof,
          that:

         

        4.1           Organization
          and Qualification

         

        .  Licensee
          is a corporation duly organized, validly existing and in good standing
          under the
          laws of the State of Washington and has the requisite corporate power and
          authority to own, lease and operate its properties and to carry on its
          business
          as it is now being conducted.  Licensee is duly qualified or licensed
          to do business, and is in good standing (to the extent applicable), in
          each
          jurisdiction where the character of the properties owned, leased or operated
          by
          it or the nature of its business makes such qualification or licensing
          necessary, except for such failures to be so qualified and in good standing
          that
          could not reasonably be expected to, individually or in the aggregate,
          result in
          a material adverse effect on the Licensee.

         

        4.2           Corporate
          Authorization

         

        .  Licensee
          has the necessary corporate power and authority to execute and deliver
          this
          Agreement, to perform its obligations hereunder and thereunder, and to
          consummate the transactions contemplated hereby and thereby.  The
          execution, delivery and performance by Licensee of this Agreement, and
          the
          consummation by Licensee of the transactions contemplated hereby and thereby
          have been duly authorized by all necessary corporate action on the part
          of
          Licensee and no further corporate action on the part of Licensee is necessary
          to
          authorize this Agreement or to consummate the transactions contemplated
          hereby
          or thereby.  This Agreement has been duly executed and delivered by
          Licensee and constitutes valid and binding agreements of Licensee, enforceable
          against Licensee in accordance with their respective terms.

         

        4.3           Governmental
          Authorization

         

        .  The
          execution, delivery and performance by Licensee of this Agreement, and
          the
          consummation by the Licensee of the transactions contemplated hereby and
          thereby, do not and will not require any action by or in respect of, or
          filing
          with, any Governmental Entity, except where the failure to take such action
          or
          obtain authorizations, consents or approvals or to make such filings would
          not
          reasonably be expected to, individually or in the aggregate, result in
          a
          material adverse effect on the Licensee.

         

        4.4           Non-Contravention

         

        .  The
          execution, delivery and performance by Licensee of this Agreement, and
          the
          consummation by the Licensee of the transactions contemplated hereby and
          thereby, do not and will not, (i) contravene or conflict with the certificate
          of
          incorporation or bylaws of Licensee, (ii) contravene or conflict with or
          constitute a violation of any provision of any Law, judgment, injunction,
          order
          or decree binding upon or applicable to Licensee; or (iii) constitute a
          default
          under or give rise to any right of termination, cancellation or acceleration
          of
          any right or obligation of Licensee or to a loss of any material benefit
          relating to Licensee’s business to which Licensee is entitled under any
          provision of any material Contract binding upon Licensee or by which any
          of
          Licensee’s assets is or may be bound; except, in each case, for violations and
          defaults that, individually and in the aggregate, could not reasonably
          be
          expected to have or result in a material adverse effect on the Licensee,
          or
          materially impair the ability of Licensee to perform its obligations
          hereunder.

         

        ARTICLE
          V

        MISCELLANEOUS

        


        5.1           Indemnities
          and Arbitration.

        


        a.  Licensee
          Indemnity.  Licensee shall defend, indemnify, save and hold
          harmless Licensor from all losses, claims, suits, damages, costs, fees
          and
          expenses (including attorneys fees) resulting from or arising out of any
          act or
          omission of Licensee related to this Licensing Agreement. Licensor shall
          promptly notify Licensee of any loss, claim or suit for which indemnification
          is
          sought hereunder. A failure to give such prompt notification shall act
          as a
          waiver of Licensor’s rights under this Section 5.1(a).

        


        b.  Licensor
          Indemnity.  Licensor shall defend, indemnify, save and hold
          harmless Licensee from all losses, claims, suits, damages, costs, fees
          and
          expenses (including attorneys fees) resulting from or arising out of any
          act or
          omission of Licensor relating to this Licensing Agreement or from a breach
          by
          Licensor of any representation, warranty or covenant contained in this
          Licensing
          Agreement. Licensee shall promptly notify Licensee of any loss, claim or
          suit
          for which indemnification is sought hereunder. A failure to give such prompt
          notification shall act as a waiver of Licensee’s rights under this Section
          5.1(b).

        


        c.  Dispute
          Resolution.  In the event of a dispute between the parties as to
          any material term herein, the parties shall first attempt to resolve the
          dispute
          informally.  If, after ten (10) days, the parties are unsuccessful,
          the Parties agree to mediate their dispute, with each party appointing
          one (1)
          mediator to represent itself.  If, after fifteen (15) days of the
          mediation’s commencement, no resolution is reached, the parties shall submit to
          mandatory binding arbitration in any controversy or claim arising out of,
          or
          relating to, the Agreement or any breach hereof.  Such arbitration
          shall be conducted in accordance with the commercial arbitration rules
          of the
          American Arbitration Association in effect at that time, and the parties
          agree
          to be bound by any judgment, determination or award rendered by the
          arbitrator.  The arbitrator is hereby authorized to award to the
          prevailing party the costs (including reasonable attorneys’ fees and expenses)
          of any such arbitration.  The parties further agree that any mediation
          and arbitration meetings may be held via teleconference.

         

        5.2           Accounting
          and Audit. Licensee shall be responsible for maintaining current and
          accurate financial records of all sales of the Licensed Property, which
          records
          shall be maintained in accordance with generally accepted accounting principles
          (“GAAP”).  Licensor shall have the right to inspect
          and/or audit such records, from time to time, upon providing ten (10) days
          written notice to Licensee.

        


        5.3           Attorneys’
          Fees. In the event of any dispute between the parties that arises out of
          this Licensing Agreement, the substantially prevailing party with respect
          to the
          dispute shall be entitled to recover from the other party, in addition
          to
          whatever other amounts the prevailing party is entitled to recovery in
          law or
          equity, attorneys’ fees and expenses, expert witness fees and expenses and court
          costs whether incurred in pretrial, trial or on appeal.

        


        5.4.           Governing
          Law. Except as specifically preempted by the federal laws of the United
          States of America, this Licensing Agreement shall be governed by and construed
          in accordance with the laws of the State of Washington.

        


        5.5           Notices.  All
          notices required or permitted to be given pursuant to this Licensing Agreement
          shall be given in writing and shall be sent by registered mail or certified
          mail, return receipt requested, postage prepaid, to the following
          addresses:

        


        If
          to
          Andronics:

        


        


        


        


        


        


        


        If
          to VSI
          or
          SARS:                                           Veritas
          Solutions, Inc.

        601
          108th Avenue
          NE, Suite
          1908

        Bellevue,
          WA 98004

                                                              Attn:                      Clayton
          Shelver

                                                              Fax:           (425)
          943-6872

        


        with
          a
          copy
          to:                                           The
          Otto Law Group, PLLC

        601
          Union
          Street, Suite 601

        Seattle,
          Washington 98110

        Attn:                      David
          M. Otto

        Fax:           (206)
          262-9513

        


        


        Any
          notice given pursuant to this Section 5.5 shall be effective upon the date
          of
          actual receipt by the addressee, as evidenced by a return receipt or other
          similar written confirmation. Either party hereto may, from time to time,
          by
          advance written notice given in accordance with and pursuant to this Section
          5.5, designate a substitute address for the receipt of notices under this
          Licensing Agreement.

        


        5.6           Severability.
          If any term or other provision of this License Agreement is invalid, illegal
          or
          incapable of being enforced by any rule of law, or public policy, all other
          conditions and provisions of this License Agreement shall nevertheless
          remain in
          full force and effect so long as the economic or legal substance of the
          transactions contemplated by this License Agreement is not affected in
          any
          manner adverse to any party.  Upon such determination that any term or
          other provision is invalid, illegal or incapable of being enforced, the
          parties
          shall negotiate in good faith to modify this Agreement so as to effect
          the
          original intent of the parties as closely as possible in a mutually acceptable
          manner in order that the transactions contemplated by this License Agreement
          be
          consummated as originally contemplated to the fullest extent
          possible.

        


        5.8           Parties,
          Successors and Assigns.  This Licensing Agreement shall inure to
          the benefit of and be binding upon the parties hereto, their successors
          and
          permitted assigns.

        


        


        [Signature
          Page to Follow]

        



        
          
             

          

          
             

            
              

            

          

          
             

          

        


        This
          License Agreement may be executed by the parties individually or in any
          combination, by facsimile and in two (2) or more counterparts, each of
          which
          shall be deemed an original and all of which shall together constitute
          one and
          the same agreement.

        


        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed by their respective authorized officers as of the day and year
          first
          above written.

         

        


         

        


         

        VERITAS
          SOLUTIONS, INC.

        


        


        


        By:
          Clayton Shelver

        Title:
          Director and CEO

        


        


        SECURE
          ASSET REPORTING SERVICES, INC.

        


        


        


        By:
          Clayton Shelver

        Title:
          Director and CEO

        


        


        ANDRONICS
          LTD.

        


        


        


        By:

        Its:

        





      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        Exhibit
          D

        Lease
          Agreement


        


        [the
          Lease Agreement appears on the following
          pages]

      

       

       

      Schedule
        1.1

      List
        of Assets

      


      


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

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Kingswood
                  software

              	
                28/02/98

              
	
                Inmac
                  cables

              	
                31/05/98

              
	
                Aurora-2
                  PCs

              	
                31/05/98

              
	
                Compaq
                  cpmpr equip(NIIB)

              	
                31/08/98

              
	
                Tracking
                  system (ex PMH)

              	
                31/08/98

              
	
                Equip-Computer
                  Workbench

              	
                31/08/98

              
	
                Equipment
                  - visa

              	
                30/09/98

              
	
                Equip-Micro
                  Warehouse

              	
                30/09/98

              
	
                Equip-Digital
                  Workshop

              	
                31/10/98

              
	
                Equipment-visa

              	
                30/11/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Inmac-compr
                  equip

              	
                31/12/98

              
	
                Equip-Micro
                  Warehouse

              	
                31/12/98

              
	
                Equip-Micro
                  Warehouse

              	
                31/01/99

              
	
                Mapinfo

              	
                28/02/99

              
	
                MapExtreme-4
                  PCs (NIIB)

              	
                28/02/99

              
	
                Inmac-hardware
                  upgrades

              	
                31/05/99

              
	
                CPC-fax
                  machine

              	
                31/05/99

              
	
                CPC
                  file holder

              	
                31/05/99

              
	
                Phone
                  socket

              	
                31/05/99

              
	
                M
                  Dawes-phone

              	
                31/05/99

              
	
                Sundry
                  equipment

              	
                31/05/99

              
	
                Colour
                  laserjet printer

              	
                31/07/99

              
	
                BT
                  phones

              	
                31/07/99

              
	
                RS
                  - drill

              	
                31/08/99

              
	
                RS
                  - drill set

              	
                31/08/99

              
	
                15"
                  monitor

              	
                31/08/99

              
	
                Router

              	
                15/09/99

              
	
                Osciliscope

              	
                26/10/99

              
	
                Label
                  machine

              	
                05/11/99

              
	
                Wavecomm
                  modems

              	
                10/11/99

              
	
                Photocopier

              	
                16/11/99

              
	
                SX3
                  computer equipment

              	
                16/11/99

              
	
                Mobile
                  tech equip

              	
                29/11/99

              
	
                Mobile
                  phones

              	
                10/12/99

              
	
                Soldering
                  station

              	
                14/12/99

              
	
                Mobile
                  phone

              	
                14/12/99

              
	
                Cisco
                  1600 PS

              	
                06/01/00

              
	
                Mobile
                  phone

              	
                19/01/00

              
	
                RS
                  232 cable

              	
                16/02/00

              
	
                Nokia
                  phone

              	
                17/02/00

              
	
                Nokia
                  phone

              	
                26/02/00

              
	
                SX3
                  computer equipment

              	
                06/03/00

              
	
                Sony
                  Vaio laptop

              	
                08/03/00

              
	
                Antenna
                  tester

              	
                10/03/00

              
	
                Remote
                  mouse

              	
                21/03/00

              
	
                2
                  X
                  compiuters

              	
                27/03/00

              
	
                Ladders

              	
                05/04/00

              
	
                Socket
                  set

              	
                05/04/00

              
	
                Capture
                  board

              	
                14/04/00

              
	
                Dual
                  speed hub

              	
                14/04/00

              
	
                Tapered
                  hole cutter

              	
                09/05/00

              
	
                Computer

              	
                17/05/00

              
	
                Server
                  cabinet

              	
                23/05/00

              
	
                B&Q
                  equipment

              	
                29/05/00

              
	
                Computer

              	
                30/06/00

              
	
                Hoover

              	
                05/07/00

              
	
                Gateway
                  PC

              	
                07/08/00

              
	
                GDC
                  boundary data

              	
                08/08/00

              
	
                56k
                  modem

              	
                24/08/00

              
	
                Monitor

              	
                12/10/00

              
	
                Gate
                  pendants

              	
                17/11/00

              
	
                Calculators

              	
                30/11/00

              
	
                Dell
                  PCs x 2

              	
                19/12/00

              
	
                HP
                  Scanjet

              	
                27/01/01

              
	
                Computer
                  (2nd hand)

              	
                02/02/01

              
	
                Budget
                  DIY equip

              	
                06/02/01

              
	
                Clickman

              	
                09/02/01

              
	
                Heatgun

              	
                14/02/01

              
	
                Computer
                  equip

              	
                15/01/00

              
	
                Antenna
                  x 3

              	
                23/03/00

              
	
                PC

              	
                09/03/00

              
	
                Coldfusion
                  software

              	
                29/03/00

              
	
                Equipment

              	
                30/04/00

              
	
                Scanner

              	
                31/03/01

              
	
                10GB
                  hard disk

              	
                30/04/01

              
	
                Steam
                  cleaner

              	
                30/04/01

              
	
                20GB
                  HDD

              	
                31/05/01

              
	
                10GB
                  hard disk

              	
                30/06/01

              
	
                Compaq
                  server/instn

              	
                30/09/01

              
	
                2
                  display systems

              	
                30/11/01

              
	
                Fax/printer

              	
                30/11/01

              
	
                Answerphone

              	
                30/11/01

              
	
                Adaptor
                  cards

              	
                31/01/02

              
	
                Laptop

              	
                07/06/02

              
	
                Spider
                  engineer-equip

              	
                30/05/02

              
	
                Phones

              	
                30/05/02

              
	
                Credit
                  card-sundry equip

              	
                31/08/02

              
	
                Computer
                  mouse ps2

              	
                16/09/02

              
	
                Multimeter

              	
                30/09/02

              
	
                Iomega
                  software

              	
                04/10/02

              
	
                UPS
                  for server

              	
                14/10/02

              
	
                Phones
                  *2

              	
                15/10/02

              
	
                Solder
                  irons

              	
                01/11/02

              
	
                Cables
                  and adapter

              	
                15/11/02

              
	
                Laptops
                  *3

              	
                19/12/02

              
	
                17"
                  monitors x 2

              	
                22/09/03

              
	
                Phone
                  upgrade

              	
                29/10/03

              
	
                Car
                  phone adaptor

              	
                30/09/03

              
	
                Rechargeable
                  spotlight

              	
                14/11/03

              
	
                Sundry
                  equipment

              	
                27/02/04

              
	
                Laptop

              	
                04/04/03

              
	
                Comb
                  binder

              	
                12/06/03

              
	
                Backup
                  machine

              	
                30/04/04

              
	
                Mobile
                  phones and accessories

              	
                05/05/04

              
	
                Drills
                  and accessories

              	
                25/06/04

              
	
                OKI
                  printer

              	
                13/01/05

              
	
                Sundry
                  equipment

              	
                28/02/05

              
	
                Ladder

              	
                25/03/05

              
	
                Nokia
                  phone kits

              	
                16/06/05

              
	
                Linux
                  server IBM 346

              	
                08/08/05

              
	
                B4250
                  printer

              	
                01/03/05

              
	
                IBM
                  Server

              	
                08/01/07

              
	
                Uninterrupted
                  power supply

              	
                08/01/07

              
	
                Laptop
                  computer (2)

              	
                08/01/07

              


      

      
 

      
 

      
 

      


      


      


      


      


      


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

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Fiesta
                  blinds

              	
                07/05/99

              
	
                CPC
                  operators chairs

              	
                31/05/99

              
	
                ADT
                  intruder alarm system

              	
                28/05/99

              
	
                Graphix-signs

              	
                14/06/99

              
	
                CPC
                  conf room chairs

              	
                15/06/99

              
	
                CPC
                  operators chairs

              	
                16/06/99

              
	
                Fridge

              	
                04/08/99

              
	
                World
                  map

              	
                06/09/99

              
	
                Stands

              	
                13/12/99

              
	
                Shelving

              	
                21/12/99

              
	
                Desks

              	
                28/04/00

              
	
                Desks

              	
                01/05/00

              
	
                Chairs
                  and bookshelves

              	
                29/06/00

              
	
                Exhibition
                  stands

              	
                22/11/99

              
	
                NOBO
                  board

              	
                27/04/00

              
	
                Filing
                  cabinet

              	
                28/01/00

              
	
                Display
                  equipment

              	
                31/03/01

              
	
                Filing
                  cabinet

              	
                31/05/01

              
	
                Fireproof
                  safe

              	
                31/05/01

              
	
                External
                  ashtrays x 2

              	
                31/12/01

              
	
                Gate
                  automation system

              	
                18/10/02

              
	
                Storage
                  bins

              	
                19/06/02

              
	
                Operator
                  chair

              	
                23/09/02

              
	
                Armchairs
                  x 2

              	
                11/04/03

              
	
                Fan
                  Heaters x 2

              	
                23/11/05

              


      

      


      


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

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Fiat
                  Brava-KUI 4809

              	
                06/03/00

              
	
                BMW
                  C1-KUI 7002

              	
                27/11/00

              
	
                Reg
                  no KUI 2222

              	
                31/03/01

              


      

      


      


      


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

              
	 	 
	
                Details

              	
                Acqn
                  date

              
	 	 
	 	 
	
                Building
                  work (O'Neill Bros)

              	
                31/05/99

              
	
                Renovations
                  (O'Neill Bros)

              	
                01/10/02

              


      

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        1.1 Continued

      Assumed
        Accounts Receivable



      
        
          	
                  Forex
                    Rate

                	
                  0.492

                	 	 	
                  0.682

                	 	 	
                                      72,064.37

                	
                                10,566.12

                	 	
                                         52,338.93

                	
                                             9,159.33

                	 	
                                            144,128.75

                
	 	
                  Invoice
                    GBP

                	
                  VAT
                    GBP

                	
                  Euros
                    Invoice

                	
                  Euros
                    VAT

                	
                  Invoice
                    GBP to Total$

                	
                  VAT
                    GBP to Total$

                	
                  Euros
                    Invoice to Total$

                	
                  Euros
                    VAT to Total$ VAT

                	
                  *Total
                    Orbcomm Invoices

                
	
                  October

                	
                        9,520.44

                	
                    1,666.06

                	 	
                        11,499.40

                	
                     2,012.40

                	 	
                                      19,350.49

                	
                                  3,386.30

                	 	
                                         16,861.29

                	
                                             2,950.73

                	 	 
	
                  November

                	
                        9,956.56

                	
                    1,742.39

                	 	
                        12,262.95

                	
                     2,146.02

                	 	
                                      20,236.91

                	
                                  3,541.44

                	 	
                                         17,980.87

                	
                                             3,146.66

                	 	 
	
                  December

                	
                      10,229.08

                	
                    1,790.08

                	 	
                        11,932.80

                	
                     2,088.24

                	 	
                                      20,790.81

                	
                                  3,638.37

                	 	
                                         17,496.77

                	
                                             3,061.94

                	 	 


        





      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        1.2

      List
        of Employees

       

      


      
        	
                Employees:

                 

              	
                Forename

              	
                Dept

              
	
                Surname

              
	
                Andrews

              	
                Margaret

              	
                Admin

              
	
                Andrews

              	
                Robert

              	
                Directors
                  - 7001

              
	
                Andrews

              	
                Paul
                  Robert

              	
                Sales/Marketing
                  - 6001

              
	
                Connolly

              	
                Anthony

              	
                Sales/Marketing
                  - 6001

              
	
                Craig

              	
                Shaun

              	
                Development
                  Engineers - 7003

              
	
                Duffy

              	
                Fergus

              	
                Productive
                  - 6000

              
	
                Gallagher

              	
                Eimear

              	
                Development
                  Engineers - 7003

              
	
                Hasson

              	
                Christopher

              	
                Development
                  Engineers - 7003

              
	
                Kelly

              	
                Sheila

              	
                Web
                  Design - 7003

              
	
                McCaughan

              	
                Karen

              	
                Directors
                  - 7001

              
	
                *McCorkell

              	
                Mark
                  David

              	
                Web
                  Design - 7003

              
	
                Moore

              	
                Paul
                  Gerard

              	
                Productive
                  - 6000

              
	
                Nagurski

              	
                Kevin

              	
                Web
                  Design - 7003

              
	
                Strawhorne

              	
                Paul
                  Thomas

              	
                Development
                  Engineers - 7003

              
	
                Thomson

              	
                Thomas
                  James

              	
                Productive
                  - 6000

              
	
                **Watson

              	
                Adam

              	
                Development
                  Engineers - 7003

              


      

      


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

        


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

      

      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      Schedule
        1.3

      List
        of Contracts


    
      


      
        	
                Contract
                  No.

              	
                Parties

              	
                Date

              
	
                LPG-06-TELE-29

              	
                BP
                  International, Ltd.

              	
                and

              	
                Andronics,
                  Ltd.

              	
                9/18/2006

              
	 	 	 	 	 
	 	 	 	 	 


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        1.4

      List
        of Intellectual Property


      


      


      
        	
                Intellectual
                  Property

              	
                Book
                  Value

              
	
                Software
                  Development for internal proprietary asset-tracking
                  system

              	
                $1,550,300

              
	 	 
	
                LEOCATE,
                  Trade Mark No. 2232925

              	 
	
                UTILITY-EYE,
                  Trade Mark No. 003292687

              	 
	
                Andronics,
                  Ltd. trade name

              	 
	
                Andronics,
                  Ltd. logo

              	 
	 	 


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        1.5

      List
        of Goodwill

      


      


      


      
        	
                Goodwill

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

              	 
	 	 
	
                Quinns
                  – Leocate

              	 
	
                CSL
                  – Fixed sites

              	 
	
                BP
                  – LPG Product

              	 
	 	 
	 	 


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        3

      Assumed
        Liabilities

      (including
        Excluded Liabilities)

      


      

        
          	
                  Accepted
                    AP Workpaper

                	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  Andronics
                    Total AP

                	 	 	
                  $334,058.10

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  (-)
                    Offsetting Items

                	 	 	
                   $                   -

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  (-)
                    Unaccepted AP

                	 	 	
                  $26,866.85

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                  (=)
                    Total Accepted AP

                	 	 	
                   $  307,191.25

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Andronics

                	
                  Limited

                	 	 	 	
                  $

                	
                  1

                	 	 	
                  rates
                    as of 12/11/2007

                	 
	
                  Date:

                	
                  12/7/2007

                	 	 	 	
                  £

                	
                  0.492

                	
                  ######

                	
                  Aged

                	 	
                  Analysis

                	 	 
	
                  Report

                	
                  Date:

                	 	 	 	
                  €

                	
                  0.682

                	
                  From:

                	
                  Include

                	 	
                  transactions:

                	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  A/C

                	
                  Name

                	
                  Turnover

                	
                  Balance

                	
                  Future

                	
                  Current

                	
                  Period
                    1

                	
                  Period
                    2

                	
                  Period
                    3

                	
                  Older

                	
                  US$

                	 	 
	
                  1890CARK

                	
                  1890
                    CarKits

                	
                  1,107.63

                	
                  459.77

                	
                  0

                	
                  0

                	
                  459.77

                	
                  0

                	
                  0

                	
                  0

                	
                  $944.86

                	 	 
	
                  AIRMAR$

                	
                  Airmar
                    Technology Corporation

                	
                  992.91

                	
                  1,401.86

                	
                  0

                	
                  0

                	
                  29.38

                	
                  0

                	
                  0

                	
                  1,372.48

                	
                  $2,880.93

                	 	 
	
                  AIRTRICI

                	
                  Airtricity
                    Energy Supply (NI) Limited

                	
                  1,146.05

                	
                  175.79

                	
                  0

                	
                  0

                	
                  175.79

                	
                  0

                	
                  0

                	
                  0

                	
                  $361.26

                	 	 
	
                  APBMACHI

                	
                  APB
                    Machinery Moving

                	
                  315

                	
                  158.63

                	
                  0

                	
                  0

                	
                  0

                	
                  52.88

                	
                  105.75

                	
                  0

                	
                  $326.00

                	 	 
	
                  AUTOSECU

                	
                  Auto
                    Security Installations

                	
                  1,863.14

                	
                  137.92

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  137.92

                	
                  $283.44

                	 	 
	
                  BALLYGOW

                	
                  Aquaporte
                    Limited

                	
                  507.8

                	
                  43.84

                	
                  0

                	
                  -43.84

                	
                  43.84

                	
                  43.84

                	
                  0

                	
                  0

                	
                  $90.09

                	 	 
	
                  BAUGHWEE

                	
                  Baugh
                    & Weedon NDT

                	
                  1,283.00

                	
                  1,507.53

                	
                  0

                	
                  0

                	
                  0

                	
                  1,507.53

                	
                  0

                	
                  0

                	
                  $3,098.09

                	 	 
	
                  BENEGAS

                	
                  Benegas
                    bv

                	
                  1,894.29

                	
                  1,894.29

                	
                  0

                	
                  0

                	
                  1,894.29

                	
                  0

                	
                  0

                	
                  0

                	
                  $3,892.91

                	 	 
	
                  BT

                	
                  British
                    Telecommunications Plc

                	
                  3,161.82

                	
                  384.26

                	
                  0

                	
                  384.26

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $789.68

                	 	 
	
                  CHAMBCOM

                	
                  Londonderry
                    Chamber of Commerce

                	
                  50

                	
                  82.25

                	
                  0

                	
                  0

                	
                  0

                	
                  58.75

                	
                  0

                	
                  23.5

                	
                  $169.03

                	 	 
	
                  CHUBB

                	
                  Chubb
                    (NI) Ltd

                	
                  121.83

                	
                  143.15

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  143.15

                	
                  0

                	
                  $294.18

                	 	 
	
                  COILTECH

                	
                  Coil
                    Tech UK Ltd

                	
                  60.5

                	
                  71.09

                	
                  0

                	
                  0

                	
                  71.09

                	
                  0

                	
                  0

                	
                  0

                	
                  $146.10

                	 	 
	
                  CPC

                	
                  CPC
                    Office Supplies Limited

                	
                  299.12

                	
                  48.7

                	
                  0

                	
                  10.86

                	
                  37.84

                	
                  0

                	
                  0

                	
                  0

                	
                  $100.08

                	 	 
	
                  CSI

                	
                  CSI
                    (Ireland) Ltd

                	
                  9,663.00

                	
                  767.28

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  767.28

                	
                  $1,576.82

                	 	 
	
                  DAVINCI

                	
                  Da
                    Vinci's Hotel

                	
                  348.94

                	
                  368

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  368

                	
                  0

                	
                  $756.27

                	 	 
	
                  DHL96

                	
                  DHL
                    Express

                	
                  5,137.72

                	
                  3,811.53

                	
                  0

                	
                  0

                	
                  2,076.28

                	
                  0

                	
                  1,552.84

                	
                  182.41

                	
                  $7,832.98

                	 	 
	
                  DIGIKEY

                	
                  uk.Digikey.com

                	
                  0

                	
                  -281.88

                	
                  0

                	
                  -108.42

                	
                  -173.46

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.00

                	 	 
	
                  ESENDEX

                	
                  Esendex
                    UK

                	
                  1,108.47

                	
                  -141

                	
                  0

                	
                  -141

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.00

                	 	 
	
                  ESS

                	
                  Electronic
                    & Security Services Ltd

                	
                  957.84

                	
                  1,125.46

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  1,125.46

                	
                  $2,312.91

                	 	 
	
                  EXPEDIT

                	
                  Expeditors
                    International

                	
                  7,079.42

                	
                  1,357.13

                	
                  0

                	
                  0

                	
                  0

                	
                  781.38

                	
                  0

                	
                  575.75

                	
                  $2,789.01

                	 	 
	
                  FARNELLE

                	
                  Farnell
                    Electronic Components Ltd

                	
                  2,587.78

                	
                  826.75

                	
                  0

                	
                  0

                	
                  473.25

                	
                  353.5

                	
                  0

                	
                  0

                	
                  $1,699.03

                	 	 
	
                  GENEVAPA

                	
                  Geneva
                    Palexpo

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.00

                	 	 
	
                  GLOBINC

                	
                  Globalstar,
                    Inc.

                	
                  6,558.83

                	
                  6,057.05

                	
                  0

                	
                  0

                	
                  1,248.81

                	
                  4,808.24

                	
                  0

                	
                  0

                	
                  $12,447.70

                	 	 
	
                  GMCNICHL

                	
                  Gary
                    McNicholl

                	
                  26,250.00

                	
                  1,510.00

                	
                  0

                	
                  180

                	
                  510

                	
                  820

                	
                  0

                	
                  0

                	
                  $3,103.16

                	 	 
	
                  GSG

                	
                  Resource

                	
                  204.53

                	
                  216.79

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  81.8

                	
                  134.99

                	
                  $445.52

                	 	 
	
                  HDLELECT

                	
                  HDL
                    Electronics Ltd

                	
                  2,668.95

                	
                  3,136.06

                	
                  0

                	
                  0

                	
                  1,870.21

                	
                  1,265.85

                	
                  0

                	
                  0

                	
                  $6,444.84

                	 	 
	
                  IDEXPO

                	
                  IDEXPO

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.00

                	 	 
	
                  IFSCOURI

                	
                  IFS
                    Courier Express Ltd

                	
                  7,811.96

                	
                  693.22

                	
                  0

                	
                  0

                	
                  147.68

                	
                  378.46

                	
                  167.08

                	
                  0

                	
                  $1,424.62

                	 	 
	
                  IFSGLOBA

                	
                  IFS
                    Global Logistics Ltd

                	
                  6,987.36

                	
                  1,714.48

                	
                  0

                	
                  121.63

                	
                  401.9

                	
                  623.39

                	
                  370.75

                	
                  196.81

                	
                  $3,523.39

                	 	 
	
                  IMPERIAL

                	
                  Imperial
                    Connector Systems Ltd

                	
                  1,027.50

                	
                  -247.81

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -247.81

                	
                  $0.00

                	 	 
	
                  ITS

                	
                  Intertek
                    Testing Services

                	
                  1,240.00

                	
                  1,457.00

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  1,457.00

                	
                  $2,994.25

                	 	 
	
                  JMTC

                	
                  JMTC
                    Ltd

                	
                  0

                	
                  318.62

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  318.62

                	
                  $654.79

                	 	 
	
                  JOHNSTON

                	
                  Johnston
                    Printing Limited

                	
                  339

                	
                  398.33

                	
                  0

                	
                  0

                	
                  398.33

                	
                  0

                	
                  0

                	
                  0

                	
                  $818.60

                	 	 
	
                  KEEPSOLU

                	
                  Keep
                    Solutions Simple

                	
                  5,280.00

                	
                  1,116.25

                	
                  0

                	
                  0

                	
                  916.5

                	
                  199.75

                	
                  0

                	
                  0

                	
                  $2,293.98

                	 	 
	
                  KMCCAULE

                	
                  McCauley
                    McGinty Chartered Accountants

                	
                  12,125.00

                	
                  14,246.88

                	
                  0

                	
                  8,225.00

                	
                  4,700.00

                	
                  0

                	
                  0

                	
                  1,321.88

                	
                  $29,278.42

                	 	 
	
                  LIMAVADY

                	
                  Limavady
                    Gear Company Limited

                	
                  15,628.00

                	
                  7,207.45

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  690.9

                	
                  6,516.55

                	
                  $14,811.86

                	 	 
	
                  LJNDESIG

                	
                  LJN
                    Designs

                	
                  750

                	
                  470

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  470

                	
                  0

                	
                  $965.89

                	 	 
	
                  MATRIX

                	
                  Matrix
                    Telematics Ltd

                	
                  841.44

                	
                  988.69

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  988.69

                	
                  $2,031.83

                	 	 
	
                  MULTIBUK

                	
                  Multiband
                    Antennas Limited

                	
                  105

                	
                  -0.21

                	
                  0

                	
                  -0.21

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.00

                	 	 
	
                  NITRONIC

                	
                  Nitronica

                	
                  1,941.69

                	
                  1,371.28

                	
                  0

                	
                  705.76

                	
                  665.52

                	
                  0

                	
                  0

                	
                  0

                	
                  $2,818.08

                	 	 
	
                  NTL

                	
                  NTL
                    Business Credit Control

                	
                  7,881.00

                	
                  7,402.50

                	
                  0

                	
                  0

                	
                  0

                	
                  7,402.50

                	
                  0

                	
                  0

                	
                  $15,212.70

                	 	 
	
                  NUSTARTE

                	
                  Nu-Start
                    Electronics

                	
                  13,409.58

                	
                  8,031.69

                	
                  0

                	
                  0

                	
                  0

                	
                  8,031.69

                	
                  0

                	
                  0

                	
                  $16,505.73

                	 	 
	
                  O2

                	
                  O2
                    (UK) Limited

                	
                  7,197.14

                	
                  347.31

                	
                  0

                	
                  214.99

                	
                  368.54

                	
                  -209.37

                	
                  -320.81

                	
                  293.96

                	
                  $713.75

                	 	 
	
                  ORANGE

                	
                  Orange

                	
                  19,543.82

                	
                  5,079.65

                	
                  0

                	
                  0

                	
                  3,082.14

                	
                  -0.55

                	
                  0

                	
                  1,998.06

                	
                  $10,439.07

                	 	 
	
                  ORBCOMM

                	
                  Orbcomm
                    Global L.P.

                	
                  0

                	
                  -292.18

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -292.18

                	
                  $0.00

                	 	 
	
                  ORBCOMML

                	
                  Orbcomm
                    LLC

                	
                  2,533.63

                	
                  13,073.41

                	
                  0

                	
                  0

                	
                  371.51

                	
                  0

                	
                  0

                	
                  12,701.90

                	
                  $26,866.85

                	 	 
	
                  PESTCTRL

                	
                  North
                    West Pest & Rodent Control Service

                	
                  162

                	
                  190.35

                	
                  0

                	
                  190.35

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $391.18

                	 	 
	
                  POWERACT

                	
                  Power
                    Action

                	
                  12,551.54

                	
                  -1,627.61

                	
                  0

                	
                  0

                	
                  -3,093.41

                	
                  0

                	
                  0

                	
                  1,465.80

                	
                  $3,012.33

                	 	 
	
                  QUAKE$

                	
                  Quake
                    Global INC

                	
                  9,641.21

                	
                  204.63

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  204.63

                	
                  0

                	
                  $420.53

                	 	 
	
                  RAPIDELE

                	
                  Rapid
                    Electroncs

                	
                  1,091.41

                	
                  0.29

                	
                  0

                	
                  0

                	
                  0.29

                	
                  0

                	
                  0

                	
                  0

                	
                  $0.60

                	 	 
	
                  RCA

                	
                  Rates
                    Collection Agency

                	
                  4,504.71

                	
                  900.94

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  900.94

                	
                  $1,851.50

                	 	 
	
                  ROCHESTE

                	
                  Rochester
                    Gauges International S.A

                	
                  0

                	
                  38.03

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  38.03

                	
                  $0.00

                	 	 
	
                  RORYMCIN

                	
                  Rory
                    McIntyre

                	
                  609.6

                	
                  178

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  178

                	
                  $0.00

                	 	 
	
                  RS

                	
                  RS
                    Components Limited

                	
                  75.7

                	
                  16.61

                	
                  0

                	
                  0

                	
                  0

                	
                  16.61

                	
                  0

                	
                  0

                	
                  $34.13

                	 	 
	
                  RUTLIDGE

                	
                  Rutledge
                    Joblink

                	
                  45

                	
                  105.76

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  105.76

                	
                  $0.00

                	 	 
	
                  SAFT

                	
                  SAFT
                    Ltd

                	
                  31,900.00

                	
                  13,771.00

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  13,771.00

                	
                  $28,300.45

                	 	 
	
                  SAGE

                	
                  Sage
                    (UK) Ltd

                	
                  2,112.50

                	
                  1,240.80

                	
                  0

                	
                  -124.7

                	
                  60

                	
                  0

                	
                  0

                	
                  1,305.50

                	
                  $2,549.94

                	 	 
	
                  SARSINC

                	
                  SARS
                    Inc

                	
                  57,090.00

                	
                  25,318.67

                	
                  0

                	
                  0

                	
                  0

                	
                  20,327.50

                	
                  5,287.50

                	
                  -296.33

                	
                  $0.00

                	 	 
	
                  SARSINC$

                	
                  SARS
                    Inc $

                	
                  139,150.18

                	
                  138,300.42

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  7,362.25

                	
                  130,938.17

                	
                  $0.00

                	 	 
	
                  SCAPACK

                	
                  SCA
                    Packaging Ireland

                	
                  0

                	
                  -2,570.38

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -2,570.38

                	
                  $0.00

                	 	 
	
                  SECTRAC€

                	
                  Sectrack
                    NV

                	
                  0

                	
                  3.59

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  3.59

                	
                  $0.00

                	 	 
	
                  SELECTTR

                	
                  Selective
                    Travel Management

                	
                  14,576.92

                	
                  3,875.76

                	
                  0

                	
                  0

                	
                  1,585.00

                	
                  2,290.76

                	
                  0

                	
                  0

                	
                  $7,964.98

                	 	 
	
                  STELLAR$

                	
                  Stellar
                    Satellite Communciations Ltd

                	
                  0

                	
                  610.33

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  610.33

                	
                  $1,254.27

                	 	 
	
                  STEPTOEJ

                	
                  Steptoe
                    & Johnson

                	
                  0

                	
                  -96.68

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -96.68

                	
                  $0.00

                	 	 
	
                  SYSTEM

                	
                  System
                    Design Technology Ltd

                	
                  292.5

                	
                  29,141.89

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -424.76

                	
                  29,566.65

                	
                  $59,888.80

                	 	 
	
                  TMOBILE

                	
                  T-Mobile
                    (UK) Ltd

                	
                  54,662.93

                	
                  7,611.25

                	
                  0

                	
                  7,611.25

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  $15,641.70

                	 	 
	
                  TNT

                	
                  TNT
                    UK Limited

                	
                  0

                	
                  42.41

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  42.41

                	
                  $87.16

                	 	 
	
                  TRAKM8

                	
                  Trakm8
                    Limited

                	
                  -825

                	
                  8,272.67

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  8,272.67

                	
                  $17,000.97

                	 	 
	
                  TRFASTEN

                	
                  TR
                    Fastenings

                	
                  532.61

                	
                  -2,048.48

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -2,079.75

                	
                  31.27

                	
                  $0.00

                	 	 
	
                  TWTLOG

                	
                  TWT
                    Logistics Limited

                	
                  480

                	
                  564

                	
                  0

                	
                  0

                	
                  141

                	
                  0

                	
                  423

                	
                  0

                	
                  $1,159.06

                	 	 
	
                  UNITEDWA

                	
                  SITA
                    (Northern Ireland) Limited

                	
                  665.68

                	
                  82.53

                	
                  0

                	
                  0

                	
                  82.53

                	
                  0

                	
                  0

                	
                  0

                	
                  $169.61

                	 	 
	
                  UPS

                	
                  U.P.S.
                    Limited

                	
                  1,334.34

                	
                  122.54

                	
                  0

                	
                  0

                	
                  122.54

                	
                  0

                	
                  0

                	
                  0

                	
                  $251.83

                	 	 
	
                  VODAFONE

                	
                  Vodafone
                    Ireland Limited

                	
                  5,015.64

                	
                  2,325.80

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  704.63

                	
                  1,621.17

                	
                  $4,779.70

                	 	 
	
                  WILLIS

                	
                  Willis
                    Limited

                	
                  4,504.50

                	
                  2,099.93

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  2,099.93

                	
                  $4,315.52

                	 	 
	
                  XELLEXBA

                	
                  Xellex
                    Battery Co Ltd - $

                	
                  3,329.76

                	
                  -6,110.98

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  0

                	
                  -6,110.98

                	
                  $0.00

                	 	 
	
                  ZENITH

                	
                  Zenith

                	
                  350

                	
                  411.25

                	
                  0

                	
                  0

                	
                  411.25

                	
                  0

                	
                  0

                	
                  0

                	
                  $845.15

                	 	 
	 	
                  Totals:

                	
                  523,864.42

                	
                  311,614.13

                	
                  0

                	
                  17,225.93

                	
                  19,078.41

                	
                  48,752.71

                	
                  15,106.96

                	
                  211,450.12

                	
                  $334,058.10

                	 	 


        

      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        4.2

      Convertible
        Debenture Holders

      


      


      


      
        	
                Principal
                  Amount:

                 

              	
                Holder:

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

              	
                Patrick
                  Andrews

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

              	
                Fergus
                  Duffy

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

              	
                Vehicle
                  Services (Claire Flanagan)

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

              	
                Independent
                  Northern Ireland

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        4.6.2

      Revenue
        Projection Schedule for Andrews Quarterly Options

      


      
        	
                Quarter
                  1

              	
                Quarter
                  2

              	
                Quarter
                  3

              	
                Quarter
                  4

              
	
                $500,000
                  USD

              	
                $1,000,000
                  USD

              	
                $1,150,000
                  USD

              	
                $1,350,000
                  USD

              


      

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        9.3.2

      Schedule
        of Promissory Notes


      


      
        	
                Date
                  of Promissory Note:

                 

              	
                Promissory
                  Note Number:

                 

              	
                Principal
                  Amount of Promissory Note:

                 

              
	
                12/19/06

              	
                #1

              	
                $16,045.00

              
	
                2/16/07

              	
                #2

              	
                $23,000.00

              
	
                2/16/07

              	
                #3

              	
                $2,292.00

              
	
                3/2/07

              	
                #4

              	
                $10,000.00

              
	
                3/26/07

              	
                #5

              	
                $21,772.18

              
	
                4/26/07

              	
                #6

              	
                $40,000.00

              
	
                5/1/07

              	
                #7

              	
                $44,720.00

              
	
                5/11/07

              	
                #8

              	
                $27,105.00

              
	
                5/3/07

              	
                #9

              	
                $69,689.82

              
	
                5/8/07

              	
                #9

              	
                -$34,694.20

              
	
                5/10/07

              	
                #9

              	
                -$35,031.62

              
	
                5/25/07

              	
                #10

              	
                $16,000.00

              
	
                6/19/07

              	
                #11

              	
                $507.00

              
	
                6/22/07

              	
                #12

              	
                $3,127.19

              
	
                6/26/07

              	
                #13

              	
                $893.00

              
	
                6/26/07

              	
                #14

              	
                $43,025.72

              
	
                6/29/07

              	
                #15

              	
                $34,000.00

              
	
                7/19/07

              	
                #16

              	
                $35,880.00

              
	
                7/20/07

              	
                #17

              	
                $1,585.51

              
	
                7/31/07

              	
                #18

              	
                $45,955.88

              
	
                7/31/07

              	
                #19

              	
                $20,000.00

              
	
                7/31/07

              	
                #20

              	
                $4,676.00

              
	
                8/6/07

              	
                #21

              	
                $43,141.00

              
	
                9/30/07

              	
                #22

              	
                $38,156.65

              
	
                9/30/07

              	
                #23

              	
                $8,015.00

              
	
                9/30/07

              	
                #24

              	
                $83,650.00

              
	
                9/21/07

              	
                #25

              	
                $42,757.79

              
	
                9/30/07

              	
                #26

              	
                $16,980.00

              
	
                9/30/07

              	
                #27

              	
                $59,150.00

              
	
                Total:

              	 	
                $682,398.92