ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT (the “Agreement”)
      is
      dated July 31, 2008 by and among, Trebor Industries, Inc., a Florida corporation
      (the “Buyer”)
      and
      Robert M. Carmichael, an individual residing in the State of Florida (the
“Seller”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Seller owns certain intellectual property itemized on Exhibit A;


     

    WHEREAS,
      the Buyer currently licenses such intellectual property from the Seller in
      consideration of a royalty fee;

     

    WHEREAS,
      Buyer believes that it would be in the best interests of the Buyer to acquire
      the intellectual property, thereby eliminating the royalty fee, and providing
      the Buyer with an opportunity to license the intellectual property to third
      parties; and

     

    WHEREAS,
      the Buyer wishes to purchase or acquire from the Seller and the Seller wishes
      to
      sell, assign and transfer to the Buyer, the intellectual property upon the
      terms
      and subject to the conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, representations and
      warranties made herein, and of the mutual benefits to be derived hereby, the
      parties hereto agree as follows:

     

    DEFINITIONS

     

    The
      terms
      defined below, whenever used in this Agreement (including the Exhibits and
      Schedules attached hereto), shall have the respective meanings indicated below
      for all purposes of this Agreement. All references herein to a Section, Article,
      Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to
      this
      Agreement, unless otherwise indicated.

     

    Affiliate:
      of a
      Person shall mean a Person that directly or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      the
      first Person. “Control” (including the terms “controlled by” and “under common
      control with”) means the possession, directly or indirectly, of the power to
      direct or cause the direction of the management policies of a person, whether
      through the ownership of voting securities, by contract or credit arrangement,
      or otherwise.

     

    Agreement:
      shall
      have the meaning provided in the first paragraph, above.

     

    Applicable
      Law:
      shall
      mean all applicable provisions of all constitutions, treaties, statutes, laws
      (including the common law), rules, regulations, ordinances, codes or orders
      of
      any governmental authority.

     

    Assets:
      shall
      have the meaning provided in Section 1.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Buyer:
      shall
      mean Trebor Industries, Inc., a Florida corporation, and any of its successors
      and assigns.

     

    Closing:
      shall
      have the meaning provided in Section 2.1.

     

    Closing
      Date:
      shall
      have the meaning provided in Section 2.1.

     

    Code:
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    Collateral
      Documents:
      shall
      mean the Intellectual Property Assignments.

     

    Confidential
      Information:
      shall
      mean any information (in any form whatsoever) concerning the Assets that is
      not
      already generally available to the public.

     

    Consent:
      shall
      mean any consent, approval, authorization, waiver, permit, grant, franchise,
      concession, agreement, license, exemption or order of registration, certificate,
      declaration or filing with, or report or notice to, any Person, including but
      not limited to any Governmental Authority.

     

    Contract:
      shall
      mean all agreements and contracts related to the Assets, whether oral or
      written.

     

    Intellectual
      Property Assets:
      shall
      have the meaning provided in Section 3.1.4(a)

     

    Intellectual
      Property Assignments:
      shall
      have the meaning provided in Section 4.

     

    IRS:
      shall
      mean the Internal Revenue Service.

     

    Lien:
      shall
      mean any mortgage, pledge, hypothecation, right of others, claim, security
      interest, encumbrance, lease, sublease, license, occupancy agreement, adverse
      claim or interest, easement, covenant, encroachment, burden, title defect,
      title
      retention agreement, voting, trust agreement, interest, equity, option, lien,
      right of first refusal, charge or other restrictions or limitations of any
      nature whatsoever, including but not limited to such as may arise under any
      Contracts.

     

    Person:
      shall
      mean any natural person, firm, partnership, association, corporation, company,
      limited liability company, trust, business trust, Governmental Authority or
      other entity.

     

    Seller:
      shall
      mean Robert M. Carmichael.

     

    ARTICLE
      I

     

    SALE
      AND PURCHASE OF THE ASSETS

     

    1.1 Assets.
      Subject
      to the terms, conditions and qualifications set forth herein and for the
      consideration set forth in Article II hereof, Seller agrees to convey, transfer,
      assign and deliver to the Buyer at the Closing all of Seller’s right, title and
      interest in and to the Seller’s intellectual property described on Exhibit A
      herein (including, without limitation, all goodwill associated with Seller’s
      permits, claims, work in process), the Intellectual Property Assets, the
      Confidential Information, any and all rights of the Sellers under Contracts
      entered into by Seller relating to the Assets (the foregoing items are
      collectively referred to herein as the “Assets”).
      The
      Assets transferred pursuant to this Agreement shall be sold and conveyed to
      the
      Buyer free and clear of all Liens of any nature or description. The Assets
      are
      described as follows: (a) pending United States Patent Application Serial No.
      09/730,116 titled Active Control Releasable Ballast System for use with Dive
      Equipment and (b) European Patent No. EP 1,404,571.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    THE
      CLOSING

     

    2.1 Date.
      The
      closing of the sale and purchase of the Assets (the “Closing”)
      shall
      take place on July 31, 2008 or on such date as all the parties hereto may agree
      in writing (the “Closing
      Date”).
      

     

    2.2 Consideration.
      In
      consideration of the sale, assignment, conveyance and delivery by the Seller
      of
      the Assets to Buyer pursuant to the terms and conditions of this Agreement
      on
      the Closing Date, the Buyer shall pay to the Seller an aggregate purchase price
      of Two Hundred Ninety-Seven Thousand Dollars ($297,000), consisting of (a)
      shares of the Buyer’s common stock, and (b) $15,000 cash payment. The shares of
      common stock of the Buyer shall have a value equal to $282,000. The number
      of
      shares issued to the Seller shall be determined based on the average closing
      price of the Buyer’s common stock on the OTCBB for the 12 month period ending
      three days prior to the Closing Date (the “Shares”).

     

    2.3 Allocation
      of Purchase Price.
      The
      consideration referenced in Section 2.2, above (and any and all other
      capitalized costs), shall be allocated among the Assets in accordance with
      an
      allocation schedule to be prepared by the Buyer in accordance with the Code,
      which allocation shall be binding upon the Buyer and the Seller.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Seller.
      Seller
      represents, warrants and covenants to the Buyer as follows:

     

    3.1.1 Authorization,
      etc.
      The
      Seller has the power and authority to execute and deliver this Agreement and
      each of the Collateral Documents to which it is a party, to perform fully its
      obligations hereunder and thereunder, and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery by the Seller of
      this Agreement and the Collateral Documents to which it is a party, and the
      consummation of the transactions contemplated hereby and thereby, have been
      duly
      authorized by all requisite legal actions. The Seller has duly executed and
      delivered this Agreement and each of the Collateral Documents to which it is
      a
      party. This Agreement is a legal, valid and binding obligation of the Seller,
      enforceable against the Seller in accordance with its terms, except that (a)
      such enforcement may be subject to bankruptcy, insolvency, reorganization,
      fraudulent transfer, moratorium or other similar laws now or hereafter in effect
      relating to creditors’ rights and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the exercise of judicial discretion by the court before which
      any proceeding therefore may be brought. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    3.1.2 No
      Conflicts, etc.
      The
      execution, delivery and performance by the Seller of this Agreement and each
      of
      the Collateral Documents to which it is a party, and the consummation of the
      transactions contemplated hereby and thereby, do not and will not conflict
      with
      or result in a violation of or a default under (with or without the giving
      of
      notice or the lapse of time or both) (i) any Applicable Law applicable to the
      Seller, or the Assets, (ii) the legal authority of the Seller, or (iii) any
      Contract or other contract, agreement or other instrument to which the Seller
      or
      any Affiliate thereof is a party or by which the Seller may be bound or
      affected. 

     

    3.1.3 Assets.
      The
      Seller has good title to all the Assets free and clear of any and all
      Liens. 

     

    3.1.4 Intellectual
      Property.
      

     

    (a) Title.
      Exhibit
      A contains a correct list of all Intellectual Property that is owned by the
      Seller and used in, held for use in connection with, or necessary for the
      conduct of, or otherwise material to the Seller’s conveyance of the intellectual
      property contemplated by this Agreement (the “Intellectual
      Property Assets”).
      The
      Seller is the sole owner all of the Intellectual Property Assets, free from
      any
      Liens and free from any requirement of any past, present or future royalty
      payments, license fees, charges or other payments, or conditions or restrictions
      whatsoever.

     

    (b) Transfer.
      Immediately after the Closing, the Buyer will own or otherwise have the right
      to
      use all the Intellectual Property Assets, free from any Liens.

     

    3.1.5 Investment.

     

    (a) Seller
      is
      an Accredited Investor as that term is defined in Regulation D promulgated
      under
      the Securities Act of 1933, as amended (the "Act").

     

    (b) Seller
      acknowledges that the Shares are being acquired solely for the account of Seller
      and not with a view to, or for resale in connection with, any distribution
      in
      any jurisdiction where such sale or distribution would be precluded. The Seller
      does not intend to dispose of all or any part of the Shares except in compliance
      with the provisions of the Act and applicable state securities laws, and
      understands that the Shares are being offered pursuant to a specific exemption
      under the provisions of the Act, which exemption(s) depends, among other things,
      upon the compliance with the provisions of the Act.

     

    3.2 Representations
      and Warranties of the Buyer.
      The
      Buyer represents and warrants to the Seller as follows:

     

    3.2.1 Authorization,
      etc.
      The
      Buyer has the power and authority to execute and deliver this Agreement and
      each
      of the Collateral Documents to which it is a party, to perform fully its
      obligations hereunder and thereunder, and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery by the Buyer of
      this
      Agreement and the Collateral Documents to which it is a party, and the
      consummation of the transactions contemplated hereby and thereby, have been
      duly
      authorized by all requisite action of the Buyer. The Buyer has duly executed
      and
      delivered this Agreement and each of the Collateral Documents to which it is
      a
      party. This Agreement is a legal, valid and binding obligation of the Buyer,
      enforceable against it in accordance with its terms, except that (a) such
      enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent
      transfer, moratorium or other similar laws now or hereafter in effect relating
      to creditors’ rights and (b) the remedy of specific performance and injunctive
      and other forms of equitable relief may be subject to equitable defenses and
      to
      the exercise of judicial discretion by the court before which any proceeding
      therefore may be brought.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    3.2.2 Organization.
      The
      Buyer is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its formation with full power and
      authority to carry on its business and to own or lease and to operate its
      properties as and in the places where such business is conducted and such
      properties are owned, leased or operated.

     

    3.2.3 No
      Conflicts, etc.
      The
      execution, delivery and performance by the Buyer of this Agreement and each
      of
      the Collateral Documents to which it is a party, and the consummation of the
      transactions contemplated hereby and thereby, do not and will not conflict
      with
      or result in a violation of or a default under (with or without the giving
      of
      notice or the lapse of time or both) (i) any Applicable Law applicable to the
      Buyer, or (ii) the certificate of incorporation or bylaws of the Buyer.


     

    3.2.4 Issuance
      of the Shares.
      The
      Shares are duly authorized and, when issued and paid for in accordance with
      this
      Agreement, will be duly and validly issued, fully paid and nonassessable, free
      and clear of all Liens and shall not be subject to preemptive rights or similar
      rights of shareholders.

     

    ARTICLE
      IV

     

    OBLIGATIONS
      OF SELLER AT CLOSING

     

    At
      the
      Closing, Seller will deliver to the Buyer all documents, certificates and
      agreements necessary to transfer to the Buyer good and marketable title to
      the
      Assets, free and clear of any and all Liens thereon, including without
      limitation, assignments with respect to the Intellectual Property Assets (the
      “Intellectual
      Property Assignments”).

     

    ARTICLE
      V

     

    OBLIGATIONS
      OF BUYER AT CLOSING

     

    At
      the
      Closing, the Buyer will deliver to the Seller the consideration provided under
      Section 2.2 and copies of the corporate resolutions necessary to authorize
      the
      execution, delivery and performance of this Agreement and the applicable
      Collateral Documents by the Buyer.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    MISCELLANEOUS

     

    6.1 Expenses.
      Subject
      to the terms and provisions of this Agreement, the Seller, on the one hand,
      and
      the Buyer, on the other hand, shall bear their respective expenses, costs and
      fees (including attorneys’ and accountants’ fees) in connection with the
      preparation, execution and delivery of this Agreement and compliance
      herewith.

     

    6.2 Severability.
      If any
      provision of this Agreement, including any phrase, sentence, clause, Section
      or
      subsection is inoperative or unenforceable for any reason, such circumstances
      shall not have the effect of rendering the provision in question inoperative
      or
      unenforceable in any other case or circumstance, or of rendering any other
      provision or provisions herein contained invalid, inoperative, or unenforceable
      to any extent whatsoever.

     

    6.3 Notices.
      All
      notices, requests, demands, waivers and other communication required or
      permitted to be given under this Agreement shall be in writing and shall be
      deemed to have been duly given if (a)
      delivered personally, (b)
      mailed
      by first-class, registered or certified mail, return receipt requested, postage
      prepaid, or (c)
      sent by
      reputable, nationally recognized next-day or overnight mail or delivery or
      (d)
      sent by
      telecopy or telegram.

     

    (i) if
      to the
      Seller to:     Robert
      M.
      Carmichael

    940
      N.W.
      1st
      Street

    Fort
      Lauderdale, Florida 33301

    


    (ii) if
      to the
      Buyer to:   Trebor
      Industries, Inc.

    940
      N.W.
      1st
      Street

    Fort
      Lauderdale, Florida 33301

    


    or,
      in
      each case, at such other address as may be specified in writing to the other
      parties hereto.

     

    All
      such
      notices, requests, demands, waivers and other communications shall be deemed
      to
      have been received (w)
      if by
      personal delivery on the date of such delivery, (x)
      if by
      certified or registered mail, on the fifth (5th)
      day
      after the mailing thereof, (y)
      if by
      next-day or overnight mail or delivery, on the day delivered, (z)
      if by
      telecopy or telegram, on the next day following the day on which such telecopy
      or telegram was sent, provided that a copy is also sent by certified or
      registered mail.

     

    6.4 Entire
      Agreement.
      This
      Agreement (including the Exhibits and Schedules hereto) the Collateral Documents
      (when executed and delivered) constitute the entire agreement and supersede
      all
      prior agreements and understandings, both written and oral, between the parties
      with respect to the subject matter hereof.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    6.6 Governing
      Law, etc.
      This
      Agreement shall be governed in all respects, including as to validity, under
      the
      laws of the State of Florida without giving effect to the conflict of laws
      rules
      thereof. The Buyer and the Seller hereby irrevocably submit to the jurisdiction
      of the courts of the State of Florida and the Federal courts of the United
      States of America located in the State of Florida, solely in respect of the
      interpretation and enforcement of the provisions of this Agreement and of the
      documents referred to in this Agreement, and hereby waive, and agree not to
      assert, as a defense in any action, suit or proceeding for the interpretation
      or
      enforcement hereof or of any such document, that is not subject thereto or
      that
      such action, suit or proceeding may not be brought or is not maintainable in
      said courts or that the venue thereof may not be appropriate or that this
      Agreement or any of such document may not be enforced in or by said courts,
      and
      the parties hereto irrevocably agree that all claims with respect to such action
      or proceeding shall be heard and determined in such court in Broward County,
      Florida.

     

    6.7 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and there respective successors and permitted assigns.

     

    6.8 Assignment.
      This
      Agreement shall be freely assignable or transferable by the Buyer to, and shall
      inure to the benefit of, and be binding upon any other corporate entity that
      shall succeed to the business presently being operated by the Buyer. This
      Agreement shall not be assignable by the Seller without the prior written
      consent of the Buyer.

     

    6.9 Amendment;
      Waivers, etc.
      No
      amendment, modification or discharge of this Agreement, and no waiver hereunder,
      shall be valid or binding unless set forth in writing and duly executed by
      the
      party against whom enforcement of the amendment, modification, discharge or
      waiver is sought. 

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first above written.

     

    
      	 	
              BUYER:

            
	 	 	 	 
	 	
              TREBOR
                INDUSTRIES, INC. a Florida corporation

            
	 	 	 	 
	 	
              By:

            	
              
                /s/
                  Robert M. Carmichael

              

            	 
	 	
              Name:
                Robert M. Carmichael

            
	 	
              Title:
                President

            
	 	 	 	 
	 	 	 	 
	 	
              SELLER:

            
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Robert M. Carmichael

            	 
	 	
              Robert
                M. Carmichael

            	 


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    SCHEDULE
      3.1.14

    INTELLECTUAL
      PROPERTY ASSETS

    


    Patent
      Properties

    


    United
      States Patent Applications:

    


    
      	
               

              Appln.
                Serial No.

               

            	
              Title

            	
              Filing
                Date

            
	
              09/730,116

            	
              Active
                Control Releasable Ballast System for use with Dive
                Equipment

            	
              December
                5, 2000

            
	 	 	 
	 	 	 


    

    


    International
      and Other Foreign Patent Applications:

    


    
      	
               

              Country

               

            	
              Patent
                No.

            	
              Title

            	
              Filing
                Date

            
	
              United
                Kingdom, France, Germany, Italy, Monaco, Netherlands and
                Belgium

            	
              EP
                1,404,571

            	
              Active
                Control Releasable Ballast System for use with Dive
                Equipment

            	
              July
                27, 2001