ex10-1.htm


    


    EXHIBIT
10.1

    


    SHARE
PURCHASE AGREEMENT

    


    


    Share Purchase Agreement (the
“Agreement”) dated as of
March 24, 2010 by and among Infrared Systems International, a corporation formed
under the laws of the State of Nevada (“IFRS”), Take Flight Equities,
Inc., a corporation formed under the laws of the State of Washington (“Purchaser”), Propalms, Inc. a
corporation formed under the laws of the State of Nevada (“Propalms”), William M. Wright
III, an individual (“Wright”), and Gary E. Ball, an
individual (“Ball”).   Each
of IFRS, Propalms, Wright and Ball is referred to herein individually as a
“Party” and all are
referred to collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS, Purchaser desires to
acquire 11,557,217 shares of authorized and previously unissued shares of common
stock of IFRS (the “Purchased
Shares”), which shall represent 89.9% of the outstanding shares of common
stock of IFRS immediately after the issuance of the Purchased Shares (the “Share Purchase”), in
consideration for an aggregate purchase price of Two Hundred Thousand Dollars
($200,000) (the “Purchased
Shares Purchase Price”), which Purchased Shares Purchase Price will
consist of $30,000 to be paid at the closing therefor and a promissory note for
$170,000 (the “Note”);
and

    


    WHEREAS, IFRS has required, as
partial consideration for its agreement to enter into this Agreement and to
consummate the Share Purchase, that Propalms provide a guaranty for the payment
of the Note by Purchaser in an amount of Eighty-Five Thousand Dollars ($85,000)
(the “Guaranty”), as
provided hereinafter; and

    


    WHEREAS, Propalms desires that
IFRS enter into this Agreement and consummate the Share Purchase, and is willing
to provide the Guaranty in order to induce IFRS to enter into this Agreement;
and

    


    WHEREAS, prior to the Share
Purchase, IFRS shall form a wholly-owned subsidiary (the “IFRS Sub”), and all of the
assets and liabilities of IFRS at the closing of the Share Purchase shall be
transferred to IFRS Sub (the “IFRS Asset Transfer”), which
shall indemnify IFRS against all liabilities existing on the Closing Date or
arising at any time from the business of IFRS Sub; and

    


    WHEREAS, after the Share
Purchase, Ball shall have the sole right to manage IFRS Sub, with the intention
that the stock or net proceeds from the sale of the assets of IFRS Sub shall be
distributed to the Pre-Transaction IFRS Stockholders (as that term is
hereinafter defined) pursuant to that certain Management and Distribution
Agreement (the “IFRS Sub
Agreement”) as hereinafter provided;

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants, representations and
warranties contained herein, the Parties, intending to be legally bound, hereby
agree as follows:

    


    CERTAIN
DEFINITIONS

    


    As used in this Agreement, the
following terms shall have the meanings set forth below:

    


    “Applicable Law” means any
domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties, the Transactions and/or
the Parties.

     

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    “IFRS Sub Stock” means all of
the outstanding stock of IFRS Sub on the Closing Date.

    


    “IFRS Sub Transfer Event” means
a Nonpayment Event (as that term is defined in the Escrow Agreement) or an Event
of Default (as that term is defined in the Note).

    


    “IFRS Transferred Assets” means
(i) all assets of IFRS immediately prior to the Share Purchase, plus (ii) the
Purchase Price (including the Note).

    


    “IFRS Assumed Liabilities”
means (i) all liabilities of IFRS existing or arising immediately prior to the
Share Purchase, whether known or unknown, plus (ii) all liabilities arising
after the Closing from the business of IFRS Sub, but does not mean any
liabilities arising after the Closing from obligations of IFRS incurred or to be
performed after the Closing.

    


     “Knowledge” means, in
the case of IFRS or Purchaser, a particular fact or other matter of which its
Chief Executive Officer or the Chief Financial Officer is actually aware or
which a prudent individual serving in such capacity could be expected to
discover or otherwise become aware of in the course of conducting a reasonable
review or investigation of the corporation and its business and
affairs.

    


    “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
claim, encumbrance, royalty interest, any other adverse claim of any kind in
respect of such property or asset, or any other restrictions or limitations of
any nature whatsoever.

    


    “Material Adverse Effect” with
respect to any entity or group of entities means any event, change or effect
that has or would have a materially adverse effect on the financial condition,
business or results of operations of such entity or group of entities, taken as
a whole.

    


    “Person” means any individual,
corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof.

    


    “Pre-Transactions IFRS
Stockholders” means the stockholders of IFRS as of a record date prior to
the Closing Date, which record date shall be determined by the Board of
Directors of IFRS and publicly announced.

    


    “Tax” (and, with correlative
meaning, “Taxes” and
“Taxable”)
means:

    


    (i) any income, alternative or add-on
minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer
tax, franchise tax, profits tax, license tax, withholding tax, payroll tax,
employment tax, excise tax, severance tax, stamp tax, occupation tax, property
tax, environmental or windfall profit tax, custom, duty or other tax, impost,
levy, governmental fee or other like assessment or charge of any kind whatsoever
together with any interest or any penalty, addition to tax or additional amount
imposed with respect thereto by any governmental or Tax authority responsible
for the imposition of any such tax (domestic or foreign), and

    


    (ii) any liability for the payment of
any amounts of the type described in clause (i) above as a result of being a
member of an affiliated, consolidated, combined or unitary group for any Taxable
period, and

    


    (iii) any liability for the payment of
any amounts of the type described in clauses (i) or (ii) above as a result of
any express or implied obligation to indemnify any other person.

     

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    “Tax Return” means any return,
declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.

    


    “Transaction Documents” means
this Agreement, the Note, the Guaranty, the Escrow Agreement and the IFRS Sub
Agreement

    


    “Transactions” means the Share
Purchase and the execution and delivery of the IFRS Sub Agreement.

    


    “Transfer” means to sell,
assign, encumber, or otherwise transfer, directly or indirectly.

    


    


    ARTICLE
I

    THE
TRANSACTIONS

    


    SECTION
1.01                                THE
SHARE PURCHASE

    


    Subject
to the terms and conditions of this Agreement, on the Closing Date (as defined
herein), the Share Purchase shall be consummated, in which the Purchaser shall
purchase from IFRS an aggregate of eleven million, five hundred fifty-seven
thousand, two hundred and seventeen (11,557,217) authorized and previously
unissued shares of Common Stock of IFRS (“Purchased Shares”), which
shall represent 89.9% of the then outstanding common stock of IFRS, for an
aggregate purchase price (the “Purchased Share Price”) of Two
Hundred Thousand Dollars ($200,000), payable at the Closing as follows: (i)
Thirty Thousand Dollars ($30,000) cash by wire transfer, and (ii) the delivery
to IFRS by Purchaser of the Note.

    


    (a)           The
Note.  The Note shall be in the form of Exhibit A
hereto.

    


    (b)           Escrow of Purchased
Shares.  The Purchased Shares shall be placed in an escrow with
Wells Fargo Bank or another bank or escrow company as escrow agent (the “Escrow Agent”) selected by
IFRS and reasonably acceptable to Propalms and Wright.  The escrow
agreement shall be in substantially the form of Exhibit B hereto (the “Escrow Agreement”), with such
changes thereto as shall be reasonably required by the Escrow
Agent.

    


    (c)           Guaranty.  At
the Closing, Propalms shall provide the Guaranty in the form of Exhibit C
hereto.

    


    (d)           Exemption from
Registration.  IFRS and Propalms intend that the issuance of
the Purchased Shares to Propalms shall be exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) of the Securities
Act and the rules and regulations promulgated thereunder.

    


    SECTION
1.02                                           IFRS
SUB

    


    Prior to the Closing Date, IFRS shall
form IFRS Sub under the laws of the State of Texas.  All IFRS Sub
Stock shall be owned by IFRS at the Closing Date.  At the Closing,
IFRS shall transfer all IFRS Transferred Assets to IFRS Sub, and IFRS Sub shall
assume all of the IFRS Assumed Liabilities (collectively, the “IFRS
Transfer”).  Purchaser hereby consents to the IFRS
Transfer.

    


    (a)           Management of IFRS
Sub.  Commencing on the Closing Date, the Parties hereby agree
that the management of IFRS Sub shall be solely pursuant to the IFRS Sub
Agreement attached hereto as Exhibit D.

     

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    (b)           Distribution or Sale of IFRS
Sub.  Within the period of time specified in the IFRS Sub
Agreement, upon the written election of Ball, either (i) all of the IFRS Sub
Stock will be distributed by IFRS Sub, at its sole expense, to the
Pre-Transactions IFRS Stockholders, (ii) the net proceeds from the sale of
substantially all of the assets of IFRS Sub will be distributed by IFRS Sub, at
its sole expense, to the Pre-Transaction IFRS Stockholders, or (iii) provided
that the fair market value of IFRS Sub is then less than One Million Dollars
($1,000,000), all of the outstanding assets of IFRS Sub will be sold to Ball for
the then fair market value of IFRS Sub, subject to indemnification by Ball of
IFRS for any liabilities of IFRS Sub, and the net proceeds from such sale will
be distributed by IFRS Sub, at its sole expense, to the Pre-Transaction IFRS
Stockholders.  For purposes of clause (iii) of this Section 1.02(b),
the fair market value of IFRS Sub shall be determined by an appraiser selected
by Ball and reasonably acceptable to IFRS.

    


    (c)           Escrow of IFRS Sub
Stock.  At the Closing Date, the IFRS Sub Stock will be placed
in escrow pursuant to the Escrow Agreement together with an executed assignment
in blank with respect to the IFRS Sub Stock.  Upon the occurrence of
an IFRS Sub Transfer Event, the IFRS Sub Stock shall be transferred to Ball and
Ball shall be responsible for complying with Section 1.02(b).

    


    
      	
              SECTION
      1.03

            	
              CLOSING

            


    

    


    The closing of the Transactions (the
“Closing”) shall take
place at the offices of IFRS within three (5) business days following the
satisfaction or written waiver of the conditions to closing set forth in Article
VIII or at such other place or on such other date as may be mutually agreeable
to the Parties.  The Parties shall use their reasonable best efforts
to cause the Closing to occur not later than April 10, 2010.  The date
and time of the Closing are herein referred to as the “Closing Date.” At the Closing,
the actions contemplated to occur on the Closing Date by Sections 1.01 and 1.02
shall occur.  Additionally, the Parties agree to conduct a pre-closing
not later than the business day prior to the Closing Date to verify that all
closing documents are in acceptable form to the Parties.

    


    
      	
              SECTION
      1.04

            	
              RESTRICTIONS
      ON RESALE

            


    

    


    The Purchased Shares issued pursuant to
this Agreement will not be registered under the Securities Act, or the
securities laws of any state, and cannot be transferred, hypothecated, sold or
otherwise disposed of until:  (i) a registration statement with
respect to such securities is declared effective under the Securities Act, or
(ii) an exemption from the registration requirements of the Securities Act is
available.

    


    The certificates representing the
Purchased Shares which are being issued hereunder shall contain a legend
substantially as follows:

    


    “THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

    


    
      	
              SECTION
      1.05

            	
              INFORMATION
      STATEMENT

            


    

    


    The cost of the Information Statement
required to be mailed and filed pursuant to SEC Rule 14f-1 shall be borne by
Purchaser.

     

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    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES OF IFRS

    


                    
IFRS hereby represents and warrants to Purchaser and Wright, as of the date of
this Agreement, and as of the Closing Date, as follows:

    


    SECTION
2.01                                ORGANIZATION,
STANDING AND POWER

    


    IFRS is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Nevada, and has corporate power and authority to conduct its business as
presently conducted by it and to enter into and perform this Agreement and to
carry out the transactions contemplated by this Agreement.  IFRS Sub
is (or will be upon formation prior to the Closing Date) a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Texas, and will have corporate power and authority to carry out the
transactions contemplated for IFRS Sub by this Agreement.

    


    SECTION
2.02                                SUBSIDIARIES

    


    IFRS owns, or will own prior to the
Closing Date, all of the outstanding capital stock of the IFRS Sub.  Other than its
ownership of the IFRS Sub, IFRS does not have an ownership interest in any
Person.

    


    SECTION
2.03                               
CAPITALIZATION

    


    (a)           There
are 100,000,000 shares of capital stock of IFRS authorized, consisting of
50,000,000 shares of common stock, $0.001 par value per share (the “IFRS Common Shares”), and
50,000,000 shares of preferred stock, $0.001 par value per share (“IFRS Preferred Shares”).
.  As of the date of this Agreement, there are 1,167,279 IFRS
Common Shares and no IFRS Preferred Shares issued and outstanding.

    


    (b)           No
IFRS Common Shares or IFRS Preferred Shares have been reserved for issuance to
any Person, and there are no other outstanding rights, warrants, options or
agreements for the purchase of IFRS Common or IFRS Preferred Shares except as
provided in this Agreement.   Without limiting the foregoing, the
Board of Directors of IFRS will specifically terminate the reserved options, not
yet granted, that were approved at the meeting of the Board of Directors of IFRS
on June 15, 2009.

    


    (c)           All
outstanding IFRS Common Shares are validly issued, fully paid, non-assessable,
not subject to pre-emptive rights, and have been issued in compliance with all
state and federal securities laws or other Applicable Law. The Purchased Shares
to be purchased by Purchaser pursuant to the Share Purchase, upon payment of the
Purchase Price (including payment of the Note), will, when issued pursuant to
this Agreement, be duly and validly authorized and issued, fully paid and
non-assessable.

    


    SECTION
2.04                                AUTHORITY
FOR AGREEMENT

    


    The execution, delivery, and
performance of each of the Transaction Documents to which IFRS is a party by
IFRS has been duly authorized by all necessary corporate and shareholder action,
and each of such Transaction Documents, upon its execution by the Parties, will
constitute the valid and binding obligation of IFRS, enforceable against it in
accordance with and subject to its terms, except as enforceability may be
affected by bankruptcy, insolvency or other laws of general application
affecting the enforcement of creditors' rights.  The execution and
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of the Transactions by IFRS to which it is a party will not
violate any provision of Applicable Law and will not conflict with or result in
any breach of any of the terms, conditions, or provisions of, or constitute a
default under, IFRS's Articles of Incorporation or its Bylaws, in each case as
amended, or, in any material respect, any indenture, lease, loan agreement or
other agreement or instrument to which IFRS is a party or by which it or any of
its properties is bound, or any decree, judgment, order, statute, rule or
regulation applicable to IFRS.

     

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    SECTION
2.05                                SEC
FILINGS; FINANCIAL CONDITION

    


    The Annual Report on Form 10-K filed by
IFRS for the year ended September 30, 2009 and the Quarterly Report on Form 10-Q
filed by IFRS for the period ended December 31, 2009 (the “SEC Filings”), with such
changes therein as may be made by IFRS in response to the letter to IFRS from
the SEC Division of Corporation Finance dated March 22, 2010 (the “SEC Comment Letter”), are
true, correct and complete in all material respects, are not misleading and do
not omit to state any material fact which is necessary to make the statements
contained in such public filings not misleading in any material respect, other
than with respect to the Transactions contemplated by the Transaction
Documents.  The financial statements included in the SEC Filings (the
“Financial Statements”),
subject to any changes therein made by IFRS in response to the SEC Comment
Letter, were prepared in accordance with generally accepted accounting
principles and fairly reflect the financial condition of IFRS as of the dates
stated and the results of its operations for the periods
presented.  IFRS shall use its reasonable good faith best efforts to
respond to the SEC Comment Letter and resolve the comments contained therein
prior to the Closing Date.  IFRS Sub shall be responsible, at the cost
of IFRS Sub, for the preparation of any responses or filings required to be made
by IFRS in response to the SEC Comment Letter after the Closing Date; all such
responses and/or filings shall be approved by the then Board of Directors of
IFRS, which approval shall not be unreasonably withheld.

    


    SECTION
2.06                                ABSENCE OF CERTAIN CHANGES OR
EVENTS

    


    Since September 30, 2009, except as
reported in the Annual Report filed by IFRS with the Securities and Exchange
Commission (“SEC”) on
Form 10-K for the period ending on that date, and except as contemplated by this
Agreement and the Transaction Documents:

    


    (a)           there
has not been any Material Adverse Change in the business, operations,
properties, assets, or condition of IFRS;

    


    (b)           IFRS
has not (i) amended its Articles of Incorporation;  (ii) declared or
made, or agreed to declare or make, any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any outstanding capital stock; (iii) made any
material change in its method of management, operation, or accounting; (iv)
entered into any material transaction; or (v) made any accrual or arrangement
for payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee;

    


    (c)           IFRS
has not (i) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (ii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent IFRS balance sheet, and current
liabilities incurred since that date in the ordinary course of business; (iii)
sold or transferred, or agreed to sell or transfer, any material assets,
properties, or rights, or canceled, or agreed to cancel, any material debts or
claims; or (iv) made or permitted any material amendment or termination of any
contract, agreement, or license to which it is a party.

     

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    SECTION
2.07                                GOVERNMENTAL
AND THIRD PARTY CONSENTS

    


    No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or
other foreign governmental authority, instrumentality, agency or commission or
any third party, including a party to any agreement with IFRS, is required by or
with respect to IFRS in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby, except
for such consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under (i) applicable securities
laws, or (ii) the Nevada Revised Statues.

    


    
      	
              SECTION
      2.08

            	
              LITIGATION

            


    

    


    There is no action, suit,
investigation, audit or proceeding pending against, or to the Knowledge of IFRS,
threatened against or affecting, IFRS or any of its assets or properties before
any court or arbitrator or any governmental body, agency or
official.

    


    
      	
              SECTION
      2.09

            	
              INTERESTED
      PARTY TRANSACTIONS

            


    

    


    Except as disclosed in the SEC Filings,
IFRS is not indebted to any officer or director of IFRS, and no such person is
indebted to IFRS.

    


    SECTION
2.10                                COMPLIANCE
WITH APPLICABLE LAWS

    


    To the Knowledge of IFRS, the business
of IFRS has not been, and is not being, conducted in violation of any Applicable
Law.

    


    
      	
              SECTION
      2.11

            	
              TAX
      RETURNS AND PAYMENT

            


    

    


    IFRS has duly and timely filed all
material Tax Returns required to be filed by it and has duly and timely paid all
Taxes shown thereon to be due.  Except as disclosed in Financial
Statements filed by IFRS with the SEC, there is no material claim for Taxes that
is a Lien against the property of IFRS other than Liens for Taxes not yet due
and payable, none of which is material.  IFRS has not received written
notification of any audit of any Tax Return of IFRS being conducted or pending
by a Tax authority where an adverse determination could have a Material Adverse
Effect on IFRS, no extension or waiver of the statute of limitations on the
assessment of any Taxes has been granted by IFRS which is currently in effect,
and IFRS is not a party to any agreement, contract or arrangement with any Tax
authority or otherwise, which may result in the payment of any material amount
in excess of the amount reflected on the above referenced IFRS Financial
Statements.

    


    SECTION
2.12                                SECURITY
LISTING

    


    IFRS is a fully compliant reporting
company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all IFRS
public filings required under the Exchange Act have been made.  The
common stock of IFRS is listed for quotation on the OTC Bulletin
Board.  To the Knowledge of IFRS, IFRS has not been threatened or is
not subject to removal of its common stock from the OTC Bulletin
Board.

     

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    SECTION
2.13                                FINDERS’
FEES

    


    IFRS has not incurred, nor will it
incur, directly or indirectly, any liability for brokers’ or finders’ fees or
agents’ commissions or investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

    


    


    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF BALL

    


    Ball hereby represents and warrants to
Purchaser, as of the date of this Agreement and as of the Closing Date (except
as otherwise indicated), as follows:

    


    SECTION
3.01                                ENFORCEABILITY
OF TRANSACTION DOCUMENTS

    


    Each of the Transaction Documents to
which Ball is a party has been validly executed and delivered by Ball and, upon
the execution thereof by the applicable Parties, will constitute the valid and
binding obligation of Ball, enforceable against him in accordance with and
subject to its terms, except as enforceability may be affected by bankruptcy,
insolvency or other laws of general application affecting the enforcement of
creditors' rights.  The execution and consummation of the transactions
contemplated by this Agreement and compliance with the provisions of the
Transaction Documents by Ball to which Ball is a party will not violate any
provision of Applicable Law and will not conflict with or result in any breach
in any material respect, any indenture, lease, loan agreement or other agreement
or instrument to which Ball is a party or any decree, judgment, order, statute,
rule or regulation applicable to Ball.

    


    SECTION
3.02                                IFRS

    


    To the Knowledge of Ball, the
representations and warranties of IFRS in Article II of this Agreement are true
and correct in all material respects and do not contain any material
omissions.

    


    SECTION
3.03                                FINDERS’
FEES

    


    Ball has not incurred, nor will he
incur, directly or indirectly, any liability for brokers’ or finders’ fees or
agents’ commissions or investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

    


    


    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

    


    Purchaser hereby represents and
warrants to IFRS and to Ball, as of the date of this Agreement and as of the
Closing Date (except as otherwise indicated), as follows:

    


    SECTION
4.01                                           ORGANIZATION,
STANDING AND POWER

    


    Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Washington, and has full corporate power and authority to conduct its
business as presently conducted by it and to enter into and perform this
Agreement and to carry out the transactions contemplated by this
Agreement.  Purchaser is duly qualified to do business as a foreign
corporation in each state in which the nature of the business conducted by it or
the character or location of the properties and assets owned or leased by it
make such qualification necessary.

     

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    SECTION
4.02                                AUTHORITY
FOR AGREEMENT

    


    The execution, delivery, and
performance of each of the Transaction Documents to which Purchaser is a party
has been duly authorized by all necessary corporate and shareholder action, and
each of such Transaction Documents, upon its execution by the Parties, will
constitute the valid and binding obligation of Purchaser, enforceable against it
in accordance with and subject to its terms, except as enforceability may be
affected by bankruptcy, insolvency or other laws of general application
affecting the enforcement of creditors' rights.  The execution and
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of the Transactions by Purchaser to which it is a party will
not violate any provision of Applicable Law and will not conflict with or result
in any breach of any of the terms, conditions, or provisions of, or constitute a
default under, Purchaser’s Articles of Incorporation or its Bylaws, in each case
as amended, or, in any material respect, any indenture, lease, loan agreement or
other agreement or instrument to which Purchaser is a party or by which it or
any of its properties is bound, or any decree, judgment, order, statute, rule or
regulation applicable to Purchaser.

    


    SECTION
4.03                                 GOVERNMENTAL
OR THIRD PARTY CONSENT

    


    No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or
other foreign governmental authority, instrumentality, agency or commission or
any third party, including a party to any agreement with Purchaser, is required
by or with respect to Propalms in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby,
except for such consents, waivers, approvals, orders, authorizations,
registrations, declarations and filings as may be required under (i) applicable
securities laws, or (ii) Applicable Law.

    


    SECTION
4.04                                 PENDING ACTIONS.

    


    There are no material legal actions,
lawsuits, proceedings or investigations, either administrative or judicial,
pending or threatened, against or affecting Purchaser or its officers or
Directors that would have a Material Adverse Effect on Purchaser or the
Transactions contemplated by this Agreement.  Neither Purchaser nor
any of its officers or Directors are subject to any order, writ, judgment,
injunction, decree, determination or award of any court, arbitrator or
administrative, governmental or regulatory authority or body which would be
likely to have a Material Adverse Effect on Purchaser or the Transactions
contemplated by this Agreement.

    


    SECTION
4.05                                 COMPLIANCE WITH
LAWS.

    


    Purchaser’s operations have been
conducted in all material respects in accordance with all Applicable
Law.  Purchaser is not, to its knowledge after reasonable due
diligence, in violation of any Applicable Law.  Purchaser holds all
the environmental, health and safety and other permits, licenses,
authorizations, certificates and approvals of governmental authorities
(collectively, "Permits") necessary or proper
for the current use, occupancy or operation of its business, and all of the
Permits are now in full force and effect.

    


    SECTION
4.06                                 IFRS
SUB AGREEMENT

    


    Purchaser will take no actions to
contravene the terms or intentions of the IRFS Sub Management and Purchase
Agreement, and will vote all Purchased Shares and any other IFRS securities
owned or controlled by Purchaser to enforce the terms of the IFRS Sub
Agreement.

     

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    SECTION
4.07                                ABILITY
TO PAY NOTE

    


    Purchaser currently is able to make all
payments on the Note when due.

    


    SECTION
4.08                                FINDERS’
FEES

    


    Purchaser has not incurred, nor will it
incur, directly or indirectly, any liability for brokers’ or finders’ fees or
agents’ commissions or investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

    


    


    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF WRIGHT

    


    Wright hereby represents and warrants
to IFRS and Ball, as of the date of this Agreement and as of the Closing Date
(except as otherwise indicated), as follows:

    


    SECTION
5.01                                ENFORCEABILITY
OF AGREEMENTS

    


    Each of the Transaction Documents to
which Wright is a party has been validly executed and delivered by Wright and,
upon the execution thereof by the applicable Parties, will constitute the valid
and binding obligation of Wright, enforceable against him in accordance with and
subject to its terms, except as enforceability may be affected by bankruptcy,
insolvency or other laws of general application affecting the enforcement of
creditors' rights.  The execution and consummation of the transactions
contemplated by this Agreement and compliance with the provisions of the
Transaction Documents by Wright to which Wright is a party will not violate any
provision of Applicable Law and will not conflict with or result in any breach
in any material respect, any indenture, lease, loan agreement or other agreement
or instrument to which Wright is a party or any decree, judgment, order,
statute, rule or regulation applicable to Wright.

    


    SECTION
5.02                                IFRS
SUB AGREEMENT

    


    Wright will take no actions to
contravene the terms or intentions of the IRFS Sub Management and Purchase
Agreement, and will vote all IFRS securities owned or controlled by him to
enforce the terms of the IFRS Sub Agreement.

    


    SECTION
5.03                                PURCHASER

    


    To the Knowledge of Wright, the
representations and warranties of Purchaser in Article IV of this Agreement are
true and correct in all material respects and do not contain any material
omissions.

    


    SECTION
5.04                                FINDERS’
FEES

    


    Wright has not incurred, nor will he
incur, directly or indirectly, any liability for brokers’ or finders’ fees or
agents’ commissions or investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

    


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    ARTICLE
VI

    REPRESENTATIONS
AND WARRANTIES OF PROPALMS

    


    Propalms hereby represents and warrants
to IFRS and to Ball, as of the date of this Agreement and as of the Closing Date
(except as otherwise indicated), as follows:

    


    SECTION
6.01                                ORGANIZATION,
STANDING AND POWER

    


    Propalms is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Nevada, and has full corporate power and authority to conduct its business as
presently conducted by it and to enter into and perform this Agreement and to
carry out the transactions to be performed by it as contemplated by this
Agreement.  Propalms is duly qualified to do business as a foreign
corporation in each state in which the nature of the business conducted by it or
the character or location of the properties and assets owned or leased by it
make such qualification necessary.

    


    SECTION
6.02                                AUTHORITY
FOR AGREEMENT

    


    The execution, delivery, and
performance of each of the Transaction Documents to which Propalms is a party
has been duly authorized by all necessary corporate and shareholder action, and
each of such Transaction Documents, upon its execution by the Parties, will
constitute the valid and binding obligation of Propalms, enforceable against it
in accordance with and subject to its terms, except as enforceability may be
affected by bankruptcy, insolvency or other laws of general application
affecting the enforcement of creditors' rights.  The execution and
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of the Transactions by Propalms to which it is a party will
not violate any provision of Applicable Law and will not conflict with or result
in any breach of any of the terms, conditions, or provisions of, or constitute a
default under, Propalms’ Articles of Incorporation or its Bylaws, in each case
as amended, or, in any material respect, any indenture, lease, loan agreement or
other agreement or instrument to which Purchaser is a party or by which it or
any of its properties is bound, or any decree, judgment, order, statute, rule or
regulation applicable to Purchaser.

    


    SECTION
6.03                                GOVERNMENTAL
OR THIRD PARTY CONSENT

    


    No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or
other foreign governmental authority, instrumentality, agency or commission or
any third party, including a party to any agreement with Propalms, is required
by or with respect to Propalms in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby,
except for such consents, waivers, approvals, orders, authorizations,
registrations, declarations and filings as may be required under (i) applicable
securities laws, or (ii) Applicable Law.

    


    SECTION
6.04                                PENDING ACTIONS.

    


    There are no material legal actions,
lawsuits, proceedings or investigations, either administrative or judicial,
pending or threatened, against or affecting Propalms or its officers or
Directors that would have a Material Adverse Effect on Propalms or the
Transactions contemplated by this Agreement.  Neither Propalms nor any
of its officers or Directors are subject to any order, writ, judgment,
injunction, decree, determination or award of any court, arbitrator or
administrative, governmental or regulatory authority or body which would be
likely to have a Material Adverse Effect on Propalms or the Transactions
contemplated by this Agreement.

     

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    SECTION
6.05                                IFRS
SUB AGREEMENT

    


    Propalms will take no actions to
contravene the terms of the IRFS Sub Agreement, and will vote all IFRS
securities owned or controlled by Propalms to enforce the terms of the IFRS Sub
Agreement.

    


    SECTION
6.06                                FINDERS’
FEES

    


    Propalms has not incurred, nor will it
incur, directly or indirectly, any liability for brokers’ or finders’ fees or
agents’ commissions or investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

    


    


    ARTICLE
VII

    CERTAIN
COVENANTS AND AGREEMENTS

    


    
      	
              SECTION
      7.01

            	
              COVENANTS
      OF IFRS

            


    

    


    IFRS covenants and agrees that, during
the period from the date of this Agreement until the Closing Date, IFRS shall,
other than as contemplated by this Agreement or for the purposes of effecting
the Closing pursuant to this Agreement, conduct its business as presently
operated and solely in the ordinary course, and consistent with such operation,
and, in connection therewith, without the written consent of all Parties
hereto:

    


    
      	
              (a)  

            	
              shall
      not amend its Articles of Incorporation or
  Bylaws;

            


    

    


    
      	
              (b)  

            	
              shall
      not pay or agree to pay to any employee, officer or director compensation
      that is in excess of the current compensation level of such employee,
      officer or director other than salary increases or payments made in the
      ordinary course of business or as otherwise provided in any contracts or
      agreements with any such employees;

            


    

    


    
      	
              (c)  

            	
              shall
      not merge or consolidate with any other entity or acquire or agree to
      acquire any other entity;

            


    

    


    
      	
              (d)  

            	
              shall
      not sell, transfer, or otherwise dispose of any material assets required
      for the operations of IFRS’s business, except in the ordinary course of
      business consistent with past
practices;

            


    

    


    
      	
              (e)  

            	
              shall
      not declare or pay any dividends on or make any distribution of any kind
      with respect to the IFRS common
stock;

            


    

    


    
      	
              (f)  

            	
              shall
      not issue any equity securities of IFRS or any right or option to purchase
      or otherwise acquire any equity security of IFRS or take any action
      affecting the capitalization of
IFRS;

            


    

    


    
      	
              (g)  

            	
              shall
      use commercially reasonable efforts to comply with and not be in default
      or violation under Applicable Law where such violation would have a
      Material Adverse Effect on IFRS;
and

            


    

    


    
      	
              (h)  

            	
              shall
      not grant any severance or termination pay to any director, officer or any
      other employees of IFRS.

            


    

     

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              SECTION
      7.02

            	
              COVENANTS
      OF THE PARTIES

            


    

    


    (a)           Announcement.  No
Party shall issue any press release or otherwise make any public statement with
respect to this Agreement or the transactions contemplated hereby without the
prior consent of the other Parties (which consent shall not be unreasonably
withheld), except as may be required by applicable law or securities
regulation.  Upon execution of this Agreement, IFRS shall issue a
press release, which shall be reasonably approved by Purchaser and Propalms, and
file a Current Report on Form 8-K reporting the execution of the Agreement and
providing all required information with respect thereto.

    


    (b)           Notification of Certain
Matters.  Each Party shall give prompt written notice to the
other Parties of:

    


    (i)           The
occurrence or nonoccurrence of any event the occurrence or nonoccurrence of
which would be reasonably likely to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate in any material respect
at or prior to the Effective Time; and

    


    (ii)           Any
material failure of a Party to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder.

    


    (c)           Reasonable Best
Efforts.  Upon the terms and subject to the conditions of this
Agreement and the other Transaction Documents, the Parties agree to use their
respective reasonable best efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things necessary, proper or advisable
(subject to applicable laws) to consummate and make effective the Transactions
and to comply with the terms thereof.

    


    (d)           Access to
Information

    


    (i)           Inspection by
Purchaser.  IFRS will make available for inspection by
Purchaser and Wright, during normal business hours and in a manner so as not to
interfere with normal business operations, all of IFRS’s records (including tax
records), books of account, premises, contracts and all other documents in
IFRS’s possession or control that are reasonably requested by Purchaser or
Wright to inspect and examine the business and affairs of IFRS.  IFRS
will cause its managerial employees and regular independent accountants to be
available upon reasonable advance notice to answer questions of Purchaser or
Wright concerning the business and affairs of IFRS.  Purchaser and
Wright will treat and hold as confidential any information they receive from
IFRS in the course of the reviews contemplated by this Section
7.02(e).  No examination by Purchaser or Wright will, however,
constitute a waiver or relinquishment by Purchaser or Wright of their rights to
rely on IFRS’s covenants, representations and warranties made herein or pursuant
hereto.

    


    (ii)           Inspection by
IFRS.  Purchaser will, if requested, make available for
inspection by IFRS, during normal business hours and in a manner so as not to
interfere with normal business operations, all of Purchaser’s records (including
tax records), books of account, premises, contracts and all other documents in
their possession or control that are reasonably requested by IFRS to inspect and
examine the business and affairs of Purchaser.  Purchaser will cause
its managerial employees and regular independent accountants to be available
upon reasonable advance notice to answer questions of IFRS concerning the
business and affairs of Purchaser.  IFRS will treat and hold as
confidential any information it receives from Purchaser in the course of the
reviews contemplated by this Section 7.02(e).  No examination by IFRS
will, however, constitute a waiver or relinquishment by IFRS of its rights to
rely on Purchaser’s covenants, representations and warranties made herein or
pursuant hereto.

     

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    SECTION
7.03                                POST-CLOSING
COVENANTS

    


    Each Party covenants and agrees that,
until the Note has been paid in full:

    


    (a)           IFRS
shall not, directly or indirectly, cause IFRS Sub to issue, or permit IFRS Sub
to issue, any IFRS Sub securities except pursuant to the IFRS Sub
Agreement.

    


    (b)           IFRS
shall not, directly or indirectly, cause IFRS Sub to, or permit IFRS Sub to,
sell all or any substantial portion of the IFRS Sub assets except pursuant to
the IFRS Sub Agreement

    


    (c)           No
Party or affiliate of a Party shall challenge, whether in court or arbitration,
the validity or enforceability of any Transaction Document or any provision
thereof.

    


    (d)           Each
Party will use its or his reasonable good faith efforts to cause the transfer
agent for IFRS to (i) permit transfers of Purchased Shares authorized by the
Transaction Documents and (ii) refuse transfers of Purchased Shares in violation
of the Transaction Documents.

    


    (e)           Purchaser
and Wright shall use their reasonable good faith efforts, taking into account
their respective positions with IFRS, to cause IFRS to comply with Applicable
Law.

    


    


    ARTICLE
VIII

    CONDITIONS
PRECEDENT

    


    SECTION
8.01                                CONDITIONS
PRECEDENT TO THE PARTIES' OBLIGATIONS

    


    The obligations of the Parties as
provided herein shall be subject to each of the following conditions precedent,
unless waived in writing by both IFRS and Purchaser:

    


    (a)           Consents,
Approvals.  The Parties shall have obtained all necessary
consents and approvals of their respective boards of directors, and all
consents, approvals and authorizations required under their respective charter
documents, and all material consents, including any material consents and
waivers by the Parties’ respective lenders and other third-parties, if
necessary, to the consummation of the transactions contemplated by this
Agreement.

    


    (b)           Absence of Certain
Litigation.  No action or proceeding shall be threatened or
pending before any governmental entity or authority which, in the reasonable
opinion of counsel for the Parties, is likely to result in a restraint,
prohibition or the obtaining of damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated
hereby.

    


    
      	
              SECTION
      8.02

            	
              CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF IFRS AND
BALL

            


    

    


    The obligations of IFRS and Ball on the
Closing Date as provided herein shall be subject to the satisfaction, on or
prior to the Closing Date, of the following conditions precedent, unless waived
in writing by IFRS and Ball:

    


    (a)           Consents and
Approvals.  Purchaser, Wright and Propalms shall have obtained
all required consents to the consummation of the transactions contemplated by
this Agreement.

     

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    (b)           Representations and
Warranties.  The representations and warranties by each of
Purchaser, Wright and Propalms in this Agreement shall be true and accurate in
all material respects on and as of the Closing Date with the same force and
effect as though such representations and warranties had been made at and as of
the Closing Date, except to the extent that any changes therein are specifically
contemplated by this Agreement.

    


    (c)           Performance.
Purchaser, Wright and Propalms shall have performed and complied in all material
respects with all agreements to be performed or complied with by either of them
pursuant to this Agreement and the other Transaction Documents at or prior to
the Closing.

    


    (d)           Proceedings and
Documents.  All corporate, company and other proceedings of
Purchaser, Wright and/or Propalms in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be reasonably satisfactory in substance and form to
IFRS, Ball and their counsel, and they shall have received all such counterpart
originals (or certified or other copies) of such documents as they may
reasonably request.

    


    (e)           Certificates of Good
Standing.  Purchaser shall have delivered to IFRS a certificate
as to the good standing of Purchaser certified by the Secretary of State of the
State of Washington, dated on or within fourteen (14) business days prior to the
Closing Date.

    


    (f)           Material
Changes.  Except as contemplated by this Agreement, since the
date hereof, none of Purchaser, Wright or Propalms shall not have suffered a
Material Adverse Effect, and, without limiting the generality of the foregoing,
there shall be no pending litigation to which any of the foregoing is a party
which is reasonably likely to have a Material Adverse Effect on such Party or on
the Transactions.

    


    (g)           Due
Diligence.  IFRS shall have completed to its own satisfaction
due diligence in relation to Purchaser, Wright and Propalms, except that this
shall cease to be a condition precedent unless on or within ten (10) days after
the date of this Agreement IFRS shall have delivered a written notice stating
that it is not satisfied with the results of its due diligence.

    


    (h)           Transaction
Documents.  Each of Purchaser, Wright and Propalms shall have
executed and delivered all Transaction Documents required to be executed by such
Party.

    


    (j)           Information for Information
Statement.  Not later than March 18, 2010, Purchaser and Wright
shall have provided to IFRS all information required by SEC Rule 14f-1 with
respect to the proposed new directors of IFRS.

    


    
      	
              SECTION
      8.03

            	
              CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF PURCHASER, WRIGHT AND
    PROPALMS

            


    

    


    The obligations of Purchaser, Wright
and Propalms on the Closing Date as provided herein shall be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions
precedent, unless waived in writing by IFRS and Ball:

    


    (a) Consents and
Approvals.  IFRS and Ball shall have obtained all required
consents to the consummation of the transactions contemplated by this
Agreement.

    


    (b) Representations and
Warranties.  The representations and warranties by each of IFRS
and Ball shall be true and accurate in all material respects on and as of the
Closing Date with the same force and effect as though such representations and
warranties had been made at and as of the Closing Date, except to the extent
that any changes therein are specifically contemplated by this
Agreement.

     

     

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    (c) Performance.  Each
of IFRS and Ball shall have performed and complied in all material respects with
all agreements to be performed or complied with by either of them pursuant to
this Agreement prior to or at the Closing.

    


    (d) Proceedings and
Documents.  All corporate, company and other proceedings in
connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be reasonably
satisfactory in substance and form to Purchaser, Wright and Propalms and their
counsel, and they shall have received all such counterpart originals (or
certified or other copies) of such documents as they may reasonably
request.

    


    (e) Certificates of Good
Standing.  IFRS shall have delivered to Propalms a certificate
as to its and IFRS Sub’s good standing in their respective state of
incorporation, in each case certified by the applicable Secretary of State not
more than fourteen (14) business days prior to the Closing Date.

    


    (f) Material
Changes.  Except as contemplated by this Agreement, since the
date hereof, neither IFRS, Ball nor the IFRS Sub shall have suffered a Material
Adverse Effect and, without limiting the generality of the foregoing, there
shall be no pending litigation to which IFRS, Ball or the IFRS Sub is a party
which is reasonably likely to have a Material Adverse Effect on IFRS, Ball or
the IFRS Sub.

    


    (g) Due
Diligence.                                Purchaser
and Wright shall have completed to their own satisfaction due diligence in
relation to IFRS, except that this shall cease to be a condition precedent
unless on or within ten (10) days after the date of this Agreement Purchaser or
Wright shall have delivered a written notice stating that it is not satisfied
with the results of its due diligence;

    


    (h) Status of
IFRS.  As at the Closing Date, IFRS (i) shall be a fully
compliant reporting public company under the Exchange Act, and shall be current
in all of its reports required to be filed under the Exchange Act, (ii) shall
not have been threatened or subject to delisting from the OTC Bulletin Board,
and (iii) shall have outstanding 1,167,229 IFRS Common Shares (excluding the
Purchased Shares and the Exchange Shares) and no IFRS Preferred Shares; and
except as provided hereunder, there shall be outstanding no options, warrants or
rights to acquire capital stock of IFRS whether for additional consideration or
on conversion.

    


    (i) IFRS Board of Directors and
Officers.  At the Closing Date, all of the officers and members
of the board of directors of IFRS shall tender their resignations as officers
and directors of IFRS.

    


    (j) Information
Statement.  No less than ten days prior to the Closing, IFRS
shall have filed with the SEC and mailed to its shareholders of record an
information statement containing the information required by SEC Rule 14f-1,
which information regarding the proposed new directors of IFRS shall be provided
by Purchaser and Wright.

     

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    ARTICLE
IX

    TERMINATION

    


    SECTION
9.01                                TERMINATION

    


    This
Agreement may be terminated and the Transactions may be abandoned at any time
prior to the Effective Time by:

    


    (a)           The
mutual written consent of the Parties;

    


    (b)           Any
Party, if any governmental entity or court of competent jurisdiction shall have
issued an order, decree or ruling or taken any other action (which order,
decree, ruling or other action the Parties shall use their commercially
reasonable best efforts to lift), which restrains, enjoins or otherwise
prohibits the Transactions or any of them as contemplated herein and such order,
decree, ruling or other action shall have become final and
non-appealable;

     
 

    (c)           IFRS
or Ball, if Purchaser, Wright or Propalms shall have breached in any material
respect any of its or his representations, warranties, covenants or other
agreements contained in this Agreement, or by IFRS or Ball, if it or he is not
satisfied with the results of its due diligence investigation and it so notifies
Purchaser, Wright and Propalms within ten (10) days after the date of this
Agreement;

    


    (d)           Purchaser
or Wright, if IFRS or Ball shall have breached in any material respect any of
its or his representations, warranties, covenants or other agreements contained
in this Agreement, or by Purchaser or Wright, if it or he is not satisfied with
the results of its due diligence investigation and it so notifies IFRS and Ball
within ten (10 days after the date of this Agreement;

    


    (e)           Without
any action on the part of the Parties if required by Applicable Law or if the
Closing shall not be consummated by April 15, 2010, unless extended by written
agreement of the Parties.

    


    SECTION
9.02                                EFFECT
OF TERMINATION

    


    If this Agreement is terminated as
provided in Section 9.01, written notice of such termination shall be given by
the terminating Party to the other Parties specifying the provision of this
Agreement pursuant to which such termination is made, this Agreement shall
become null and void and there shall be no liability on the part of any Party
provided, however,
that  (a) the provisions of Articles IX, X and XI hereof shall survive
the termination of this Agreement; (b) nothing in this Agreement shall relieve
any Party from any liability or obligation with respect to any willful breach of
this Agreement; and (c) termination shall not affect accrued rights or
liabilities of any Party at the time of such termination.

    


    


    ARTICLE
X

    CONFIDENTIALITY

    


    SECTION 10.01                            
CONFIDENTIALITY

    


    Each Party will keep confidential all
information and documents obtained from any of the other Parties pursuant this
Agreement (except for any information disclosed to the public pursuant to a
press release authorized by the Parties or for information required to be
provided in a filing with the SEC by any of the Parties); and in the event the
Closing does not occur or this Agreement is terminated for any reason, will
promptly return such documents and all copies of such documents and all notes
and other evidence thereof, including material stored on a computer, and will
not use such information for its own advantage, except to the extent that (i)
the information must be disclosed by law, (ii) the information becomes publicly
available by reason other than disclosure by the Party subject to the
confidentiality obligation, (iii) the information is independently developed
without use of or reference to the other Party’s confidential information, (iv)
the information is obtained from another source not obligated to keep such
information confidential, or (v) the information is already publicly known or
known to the receiving Party when disclosed as demonstrated by written
documentation in the possession of such Party at such time.

     

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    ARTICLE
XI

    INDEMNIFICATION

    


    SECTION
11.01                              INDEMNIFICATION

    


    Each Party (the “Indemnifying Party”) agrees to
indemnify, defend and hold harmless each of the other Parties, any subsidiary or
affiliate thereof and each person who is now, or has been at any time prior to
the date hereof or who becomes prior to the Closing, a shareholder, officer,
director or partner of a Party, any subsidiary or affiliate thereof or an
employee thereof, any subsidiary or affiliate thereof, and their respective
heirs, legal representatives, successors and assigns (the “Indemnified Parties”) against
all losses, claims, damages, costs, expenses (including reasonable attorneys’
fees), liabilities or judgments or amounts that are paid in settlement of or in
connection with any actual third party claim, action, suit, proceeding or
investigation based in whole or in part on or arising in whole or in part out of
any material breach of this Agreement by the Indemnifying Party, or any
subsidiary or affiliate thereof, including but not limited to failure of any
representation or warranty to be true and correct in any material respect at or
before the Closing.  Any Indemnified Party wishing to claim
indemnification under this Section 11.01, upon learning of any such claim,
action, suit, proceeding or investigation, shall notify the Indemnifying Party
in writing, but the failure to so notify shall not relieve the Indemnifying
Party from any liability that it may have under this Section 11.01, except to
the extent that such failure would materially prejudice the Indemnifying
Party.

    


    SECTION
11.02                              LIMITATION
ON INDEMNIFICATION

    


    Each Party hereto acknowledges and
agrees that this Agreement and the Transactions contemplated hereby are the
result of arms-length negotiation between the Parties, and that neither the
Agreement nor the Transaction is not intended to involve a personal loan to a
director or executive officer of IFRS.  For purposes of this Agreement
and the Transaction Documents, the Agreement and the Transactions contemplated
hereby shall be conclusively presumed not to involve a personal loan to a
director or executive officer of IFRS.

    


    


    ARTICLE
XII

    MISCELLANEOUS

    


    SECTION
12.01                              EXPENSES

    


    Except as contemplated by this
Agreement, all costs and expenses incurred in connection with this Agreement and
the other Transaction Documents and the consummation of the transactions
contemplated by this Agreement shall be paid by the Party incurring such
expenses.

     

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    SECTION
12.02                              APPLICABLE
LAW

    


    This Agreement shall be governed by the
laws of the State of Nevada, without giving effect to the principles of
conflicts of laws thereof, as applied to agreements entered into and to be
performed in such state.

    


    SECTION
12.03                              NOTICES

    


    All notices and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given or made as follows:

    


    (a)           If
sent by reputable overnight air courier (such as Federal Express) for delivery
on the next business day, the first business day after being sent;

    


    (b)           If
sent by facsimile transmission, with a copy mailed on the same day in the manner
provided in clause (a) above, when transmitted and receipt is confirmed by the
fax machine; or

    


    
      	
               
      

            	
              (c)

            	
              If
      otherwise actually personally delivered, when
  delivered.

            


    

    


    All notices and other communications
under this Agreement shall be sent or delivered as follows:

    


    If to
Purchaser or to Wright, to:

    


    Take Flight Equities, Inc.

    c/o William M. Wright

    Focus Systems, Inc.

    4550 NW Newberry Hill Road, Suite
202

    Silverdale, WA 98383

    Telephone: 360-473-1160

    Facsimile: 360-692-2798

    


    with a copy to (which shall not
constitute notice):

    


    Kimberly
L. Graus, Esq.

    4949 SR
64 E, #141

    Bradenton,
Fl. 34208

    Telephone: (941) 747-5290

    Facsimile: 866-640-6858

    


    If to IFRS or to Ball, to:

    


    Gary Ball

    Infrared Systems International,
Inc.

    15 North Longspur Drive

    Woodlands,
TX  77380

    
      	
               
      

            	
              Telephone:  281-419-1955

            


    

    
      	
               
      

            	
              Facsimile:
      832-442-3027

            


    

    


    Page 19 of
49


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
               
      

            	
              with
      a copy to (which shall not constitute
notice):

            


    

    


    
      	
               
      

            	
              Edward
      T. Swanson, Esq.

            


    

    
      	
               
      

            	
              2071
      N. Altadena Drive

            


    

    
      	
               
      

            	
              Altadena,
      CA 91001

            


    

    
      	
               
      

            	
              Telephone:  310-283-1035

            


    

    
      	
               
      

            	
              Facsimile:  866-397-0114

            


    

    


    If to Propalms, to:

    


    Propalms,
Inc.

    Unit
4

    Park Farm
Courtyard

    Easthorpe

    Malton

    North
Yorkshire Y017 6QX

    United
Kingdom

    Telephone:
44-1653-696060

    Facsimile: +44 1653 693
040

    


    with a copy to (which shall not
constitute notice):

    


    Kimberly
L. Graus, Esq.

    4949 SR
64 E, #141

    Bradenton,
Fl. 34208

    Telephone: (941) 747-5290

    Facsimile: 866-640-6858

    


    Each Party may change its address by
written notice in accordance with this Section.

    


    SECTION
12.04                              ENTIRE
AGREEMENT

    


    This Agreement (including the documents
and instruments referred to in this Agreement) contains the entire understanding
of the Parties with respect to the subject matter contained in this Agreement,
and supersedes and cancels all prior agreements, negotiations, correspondence,
undertakings and communications of the Parties, oral or written, respecting such
subject matter, including without limitation the Letter of Intent made by
Propalms and IFRS dated January 28, 2010.

    


    SECTION
12.05                             AMENDMENT
AND WAIVER

    


    This Agreement may be amended only if
such amendment is set forth in a writing executed by all Parties.  Any
provision of this Agreement may be waived, provided that any such waiver shall
be binding upon a Party only if such waiver is set forth in a writing executed
by that Party.

    


    SECTION
12.06                              BINDING
AGREEMENT; ASSIGNMENT

    


    This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns; provided that, except as
specifically provided in this Agreement, neither this Agreement nor any of the
rights, interests, or obligations hereunder may be assigned by any Party without
the prior written consent of the other Parties.

     

    Page
20 of 49

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    SECTION
12.07                              COUNTERPARTS;
FACSIMILE EXECUTION

    


    This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original but all of
which shall be considered one and the same agreement. Execution and delivery of
this Agreement by facsimile shall be deemed to be equivalent to the execution
and delivery of an original.

    


    SECTION
12.08                              NO
THIRD PARTY BENEFICIARIES

    


    Except as expressly provided by this
Agreement, nothing herein is intended to confer upon any person or entity not a
Party to this Agreement any rights or remedies under or by reason of this
Agreement.

    


    SECTION
12.09                              DISPUTES

    


     (a)           Arbitration; Attorney
Fees.   Any dispute involving the interpretation,
application or enforcement of this Agreement shall be submitted to binding
arbitration before the American Arbitration Association, whose rules applicable
to commercial disputes shall apply except as modified by this Section 12.09(a).
The arbitration hearing shall take place in Las Vegas, Nevada before one
arbitrator, who shall be a retired judge (unless none is reasonably
available).  The arbitrator shall comply with the provisions of
section 12.09(b) below, unless the parties to the arbitration consent otherwise.
The arbitrator shall submit a written finding of facts and conclusions of
law.  The arbitrator shall have authority only to interpret and apply
provisions of this Agreement and shall have no authority to add to, subtract
from or modify terms of this Agreement except to the extent otherwise provided
in Section 12.09(c). The judgment of the arbitrator shall be binding and may be
entered as a final judgment by any court having jurisdiction over the parties
hereto.  THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT UNDER THIS
SECTION, EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
ARBITRABLE CONTROVERSY OR CLAIM.  In the event that any party to this
Agreement shall initiate arbitration based on this Agreement, or take other
permitted legal action for the enforcement or interpretation of any of the
provisions of this Agreement, including such suit or action as may be necessary
or germane to resolve or address any issues peculiar to federal bankruptcy law,
the prevailing party in such action shall, in addition to whatever judgment is
rendered or award granted on its behalf, be entitled to its reasonable costs and
expenses in connection with such action, including reasonable attorney’s
fees.

    


    (b)           Venue.  Jurisdiction
and venue for any action will be in Las Vegas, Nevada.

    


    (c)           Severability.  If
a court or an arbitrator of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable or invalid in whole or in part for any
reason, such provision shall be adjusted rather than voided, if possible, to
achieve the intent of the parties to the extent possible, and in any event the
validity and enforceability of the remaining sections shall not be affected
unless an essential purpose of this Agreement would be defeated by the loss of
the illegal, unenforceable, or invalid provision.

    


    SECTION
12.10                              SURVIVAL

    


    All representations, warranties,
covenants, and agreements (and exceptions thereto) set forth in this Agreement
shall survive the Closing Date and the consummation of the transactions
contemplated hereby.

     

    Page
21 of 49

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    SECTION
12.11                              RULES OF
CONSTRUCTION

    


    (a)           General.  The
Parties agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such
agreement or document.

    


    (b)           Gender;
Number.  Wherever applicable, references herein to the
masculine, feminine or neuter shall equally apply to the neuter, feminine and
masculine.  Furthermore, wherever applicable in this Agreement, the
singular shall include the plural.

    


    (c)           Captions.  The
captions used in this Agreement are for convenience of reference only and do not
constitute a part of this Agreement and shall not be deemed to limit,
characterize, or in any way affect any provision of this Agreement, and all
provisions of this Agreement shall be enforced and construed as if no caption
had been used in this Agreement.

    


    Remainder
of Page Intentionally Left Blank

     

    Page 22 of
49


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

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

    


    


    INFRARED
SYSTEMS INTERNATIONAL

    


    


    


    
      	
              By:

            	
              /s/GARY E.
      BALL

            


    

    
      	
              Name:

            	
              Gary
      E. Ball

            


    

    
      	
              Title:

            	
              President

            


    

    


    


    TAKE
FLIGHT EQUITIES, INC.

    


    


    


    
      	
              By:

            	
              /s/ WILLIAM M. WRIGHT
      III

            


    

    
      	
              Name:

            	
              William
      M. Wright III

            


    

    
      	
              Title:

            	
              President

            


    

    


    


    PROPALMS,
INC.

    


    


    


    
      	
              By:

            	
              /s/ ROBERT
      ZYSBLAT

            


    

    
      	
              Name:

            	
              Robert
      Zysblat

            


    

    
      	
              Title:

            	
              President

            


    

    


    


    


    


    /s/ WILLIAM M. WRIGHT
III

    William
M. Wright III

    


    


    


    


    


    /s/ GARY E.
BALL

    Gary
E. Ball

    


    


    Page 23 of
49


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    EXHIBIT
A

    PROMISSORY
NOTE

    


    $170,000                                                                                                                   April
__, 2010

    


    


    FOR VALUE RECEIVED, Take Flight
Equities, Inc., a Washington corporation (“Purchaser”), or its
permitted or required assign(s) or transferee(s) as hereinafter provided (the
"Obligor"),
promises to pay to the order of Infrared Systems International, a Nevada
corporation (“IFRS”), or its
permitted or required assign(s) or transferee(s) as hereinafter provided
("Holder"), the principal sum of One Hundred Seventy Thousand Dollars ($170,000)
(the "Principal
Amount"), without interest except as hereinafter provided.

    


                   
Obligor waives demand, presentment for payment, protest, notice of protest and
notice of nonpayment except as specifically provided in this
Note.  Obligor further agrees that any modification or extension of
the terms of payment of this Note made by Holder shall not diminish or impair
Holder’s liability for the payment hereunder and that none of the terms or
provisions hereof may be waived, altered modified or amended except as Holder
may consent thereto in writing duly executed by Holder.  Holder may
delay or forego enforcing any of its rights or remedies under this Note without
losing them.

    


    Holder at
any time, and from time to time promptly will execute and deliver such further
documents and do such further acts and things as Holder reasonably may request
in order to effect fully the purposes of this Note.

    


    1.           Terms; Transfer
of Note.  This Note is being issued and delivered by Purchaser
pursuant to Section 1.01 of that certain Share Purchase and Exchange Agreement
dated March __, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Purchase Agreement”),
by and among Purchaser, IFRS, Propalms, William M. Wright III (“Wright”), and Gary E.
Ball (“Ball”).  Unless
otherwise set forth herein, all capitalized terms used herein without definition
shall have the meanings given to such terms in the Purchase
Agreement.  As provided in the Purchase Agreement, the Note shall be
transferred at the Closing by IFRS to Infrared Applications Inc, a Texas
corporation (“IFRS Sub”), and no documentation other than the Purchase Agreement
or this Note shall be required for such transfer, which transfer shall be deemed
to have automatically occurred at the Closing.

    


    2.           Payments.

    


    (a)           Except
as hereinafter provided in this Note, the Principal Amount shall be due and
payable as follows: (i) on or before each of July __, 2010 through and including
May __, 2011, the Obligor shall pay to the Escrow Agent, on behalf of the
Holder, the sum of Fourteen Thousand One Hundred Sixty-Six Dollars and Sixty-Six
Cents ($14,166.66), and (ii) on or before June __ 2011, the Obligor shall pay to
the Escrow Agent, on behalf of the Holder and as provided in the Escrow
Agreement, the sum of Fourteen Thousand One Hundred Sixty-Six Dollars and
Seventy-Four Cents ($14,166.74).  Each of (x) July __, 2010 through
and including May __, 2011 and (y) June __, 2011 is hereinafter sometimes
referred to as a “Payment Date”, and
the amount due on each Payment Date is hereinafter sometimes referred to as a
“Payment.”

    


    (b)           All
Payments due and payable pursuant to Section 2(a) shall be made in lawful
currency of the United States of America at the address of the Escrow Agent, or
such other place as Escrow Agent shall designate in writing, and shall be
payable by bank cashiers check or wire transfer.

    


                    
3.          Prepayments.  The
Obligor shall be entitled to prepay any Payment.

     

    Page
24 of 49

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           Transfer to
Ball.  Upon the occurrence of a Nonpayment Event or an Event of
Default (as those terms are defined in Section 5 hereinafter), this Note shall
be deemed to have been transferred by Purchaser to Ball as Obligor without
further action by Purchaser or Ball (a “Default
Transfer”).  A Default Transfer shall be deemed to have
occurred as of the date of the Nonpayment Event or Event of
Default.  Purchaser and Ball, by their execution of this Note, hereby
consent to the Default Transfer upon a Nonpayment Event or upon an Event of
Default.

    


    (a)           Upon
a Default Transfer, all Purchased Shares then subject to the Escrow Agreement
(the “Remaining
Shares”) shall concurrently be deemed to have been transferred by
Purchaser to Ball without further action by Purchaser or Ball, and Ball
thereafter shall be deemed to be the owner of the Remaining Shares with all
rights pertaining to such Remaining Shares.  Purchaser and Ball, by
their execution of this Note, hereby consent to such Transfer of the Remaining
Shares upon a Default Transfer.

    


    (b)           Upon
a Default Transfer, the Payment Date for each Payment not yet made with respect
to the Note shall be extended until December 31, 2018, subject to prepayment in
whole or in part at the election of Ball.

    


    5.           Nonpayment Event;
Events of Default.

    (a)           A
“Nonpayment
Event” shall have the meaning set forth in the Escrow
Agreement.

    


    (b)           An
“Event of
Default” under this Note shall mean the occurrence of any of the
following:

    


    (i)           Involuntary Bankruptcy,
Etc.  If any of the following events occurs, and is not
dismissed, withdrawn, or discharged within thirty (30) days after the occurrence
of such event: (A) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of Purchaser, IFRS, or (prior to a
distribution pursuant to Section 1.02(b) of the Purchase Agreement) IFRS Sub
(any of the foregoing, a “Designated Party”) in
an involuntary case under Title 11 of the United States Code entitled
“Bankruptcy” (as now and hereinafter in effect, or any successor thereto, the
“Bankruptcy
Code”) or any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, which decree or order is not stayed; or any other
similar relief shall be granted under any applicable federal or state law; or
(B) an involuntary case shall be commenced against a Designated Party under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect; or (C) a decree or order of a court having jurisdiction in the premises
for the appointment of a receiver, liquidator, sequestrator, trustee, custodian
or other officer having similar powers over a Designated Party or over all or a
substantial part of the property of a Designated Party shall have been entered;
or (D) the involuntary appointment of an interim receiver, trustee or other
custodian of a Designated Party for all or a substantial part of its property
shall have occurred; (E) or a warrant of attachment, execution or similar
process shall have been issued against any substantial part of the property of a
Designated Party.

    


    (ii)           Voluntary Bankruptcy,
Etc.  An order for relief shall be entered with respect to
Purchaser or IFRS, or Purchaser or IFRS shall commence a voluntary case under
the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property, or Purchaser or IFRS shall make an assignment
for the benefit of creditors; or Purchaser or IFRS shall admit in writing its
inability to pay its debts as such debts become due; or the Board of Directors
of IFRS shall adopt any resolution or otherwise authorize action to approve any
of the foregoing.

     

    Page
25 of 49

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii)           Breach of Post-Closing
Covenants.  There is a breach or attempted breach (other than
by Ball) of paragraph (a), (b) or (c) of Section 7.03 of the Purchase Agreement,
which breach is not cured within two (2) business days after written notice of
such breach is given to the breaching Party by the Holder or Escrow
Agent.

    


    (iv)           Breach of Other Provisions
of Purchase Agreement or Transaction Document.  A Party (other
than Ball) breaches a material provision of the Purchase Agreement (other than
paragraph (a), (b) or (c) of Section 7.03 of the Purchase Agreement) or of a
Transaction Document, and such breach is not cured within ten (10) business days
after written notice of such breach is given to the breaching Party by the
Holder.

    


    (v)           Attempted Transfer of
Remaining Shares.  The Obligor attempts or purports to Transfer
any of the Remaining Shares (as that term is defined in the Escrow
Agreement).

    


    (c)           Dispute Regarding Event of
Default.  In the event that the then Obligor disputes whether
there is an Event of Default, the dispute shall be resolved pursuant to Section
6.8 of this Note, and the Obligor shall continue to make Payments on the Note
while the dispute is being resolved as if an Event of Default had not
occurred.  Should the arbitrator determine that there has been an
Event of Default, all payments made during such dispute shall be returned to
such party, subject to offset for any amount assessed to such party by the
arbitrator.  Failure to make a Payment on the Note during a dispute by
the Obligor when due, and not cured within the period specified in the Escrow
Agreement, shall constitute a Nonpayment Event.

    


    6.           Miscellaneous.

    


    6.1           Applicable
Law. This Note shall be governed by the laws of the State of Nevada,
without giving effect to the principles of conflicts of laws thereof, as applied
to agreements entered into and to be performed in such state.

    


    6.2           Loss or Mutilation of Note.
Upon receipt by Holder of evidence satisfactory to Holder of the loss, theft,
destruction or mutilation of this Note, together with an indemnity reasonably
satisfactory to Holder, in the case of loss, theft, or destruction, or the
surrender and cancellation of this Note, in the case of mutilation, Holder shall
execute and deliver to Escrow Agent on behalf of Obligor a new Note of like
tenor and denomination as this Note.

     

    6.3           Notices. All notices and other
communications under this Note shall be in writing and shall be deemed to have
been duly given or made as follows:

    


    (a)           If
sent by reputable overnight air courier (such as Federal Express) for delivery
on the next business day, the first business day after being sent;

    


    (b)           If
sent by facsimile transmission, with a copy mailed on the same day in the manner
provided in clause (a) above, when transmitted and receipt is confirmed by the
fax machine; or

    


    
      	
               
      

            	
               (c)

            	
              If
      otherwise actually personally delivered, when delivered.

               

            


    

     

    Page 26 of
49

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    All notices and other communications
under this Note shall be sent or delivered as follows:

    


    If to Propalms, to:

    


    Propalms,
Inc.

    Unit
4

    Park Farm
Courtyard

    Easthorpe

    Malton

    North
Yorkshire Y017 6QX

    United
Kingdom

    Telephone:
44-1653-696060

    Facsimile:

    


    with a copy to (which shall not
constitute notice):

    


    Kimberly
L. Graus, Esq.

    4949 SR
64 E, #141

    Bradenton,
Fl. 34208

    Telephone: (941) 747-5290

    Facsimile: 866-640-6858

    


    If to
Purchaser or Wright, to:

    


    William M. Wright

    Focus Systems, Inc.

    4550 NW Newberry Hill Road, Suite
202

    Silverdale, WA 98383

    Telephone: 360-473-1160

    Facsimile: 360-692-2798

    


    with a copy to (which shall not
constitute notice):

    


    Kimberly
L. Graus, Esq.

    4949 SR
64 E, #141

    Bradenton,
Fl. 34208

    Telephone: (941) 747-5290

    Facsimile: 866-640-6858

    


    If to IFRS Sub or to Ball,
to:

    


    Gary Ball

    15 North Longspur Drive

    Woodlands,
TX  77380

    
      	
               
      

            	
              Telephone:  281-419-1955

            


    

    
      	
               
      

            	
              Facsimile:  832-442-3027

            


    

    


    
      	
               
      

            	
              with
      a copy to (which shall not constitute
notice):

            


    

    


    
      	
               
      

            	
              Edward
      T. Swanson, Esq.

            


    

    
      	
               
      

            	
              2071
      N. Altadena Drive

            


    

    
      	
               
      

            	
              Altadena,
      CA 91001

            


    

    
      	
               
      

            	
              Telephone:  310-283-1035

            


    

    
      	
               
      

            	
              Facsimile:  866-397-0114

            


    

     

    Page 27 of
49

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
                
Each Party may change its address by written notice in accordance with this
Section.

    


    6.4           Amendment and
Waiver. This Note
may be amended only if such amendment is set forth in a writing executed by all
parties.  Any provision of this Note may be waived, provided that any
such waiver shall be binding upon a party only if such waiver is set forth in a
writing executed by that party.

     
 

    6.5           Binding
Agreement; Assignment. This Note and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns; provided that, except as specifically provided
in this Note, neither this Note nor any of the rights, interests, or obligations
hereunder may be assigned by any party without the prior written consent of the
other parties.

    


    6.6           Counterparts;
Facsimile Execution.  This Note may be
executed in one or more counterparts, each of which shall be deemed to be an
original but all of which shall be considered one and the same Note. Execution
and delivery of this Note by facsimile shall be deemed to be equivalent to the
execution and delivery of an original.

    


    6.7           No Third Party
Beneficiaries.  Except as expressly
provided by this Note, nothing herein is intended to confer upon any person or
entity not a party to this Note any rights or remedies under or by reason of
this Note.

    


    6.8           Disputes.

    


               (a)           Arbitration; Attorney
Fees.   Any dispute involving the interpretation,
application or enforcement of this Note shall be submitted to binding
arbitration before the American Arbitration Association, whose rules applicable
to commercial disputes shall apply except as modified by this Section 6.8(a).
The arbitration hearing shall take place in Las Vegas, Nevada before one
arbitrator, who shall be a retired judge (unless none is reasonably
available).  The arbitrator shall comply with the provisions of
section 6.8(b) below, unless the parties to the arbitration consent otherwise.
The arbitrator shall submit a written finding of facts and conclusions of
law.  The arbitrator shall have authority only to interpret and apply
provisions of this Note and shall have no authority to add to, subtract from or
modify terms of this Note except to the extent otherwise provided in Section
6.8(c). The judgment of the arbitrator shall be binding and may be entered as a
final judgment by any court having jurisdiction over the parties
hereto.  THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT UNDER THIS
SECTION, EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
ARBITRABLE CONTROVERSY OR CLAIM.  In the event that any party to this
Note shall initiate arbitration based on this Note, or take other permitted
legal action for the enforcement or interpretation of any of the provisions of
this Note, including such suit or action as may be necessary or germane to
resolve or address any issues peculiar to federal bankruptcy law, the prevailing
party in such action shall, in addition to whatever judgment is rendered or
award granted on its behalf, be entitled to its reasonable costs and expenses in
connection with such action, including reasonable attorney’s fees.

    


    (b)           Venue.  Jurisdiction
and venue for any action will be in Las Vegas, Nevada.

    


    (c)           Severability.  If
a court or an arbitrator of competent jurisdiction holds any provision of this
Note to be illegal, unenforceable or invalid in whole or in part for any reason,
such provision shall be adjusted rather than voided, if possible, to achieve the
intent of the parties to the extent possible, and in any event the validity and
enforceability of the remaining sections shall not be affected unless an
essential purpose of this Note would be defeated by the loss of the illegal,
unenforceable, or invalid provision.

     

    Page 28 of
49

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.9           Rules
of Construction.

    


    (a)           General.  The
parties agree that they have been represented by counsel during the negotiation
and execution of this Note and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an
agreement or other document will be construed against the party drafting such
agreement or document.

    


    (b)           Gender;
Number.  Wherever applicable, references herein to the
masculine, feminine or neuter shall equally apply to the neuter, feminine and
masculine.  Furthermore, wherever applicable in this Note, the
singular shall include the plural.

    


    (c)           Captions.  The
captions used in this Note are for convenience of reference only and do not
constitute a part of this Note and shall not be deemed to limit, characterize,
or in any way affect any provision of this Note, and all provisions of this Note
shall be enforced and construed as if no caption had been used in this
Note.

    


    6.10           Access to Legal
Counsel. Each party hereto acknowledges that it, he or she has been
provided the opportunity and encouraged to obtain legal counsel prior to the
execution of this Note.

    


    Remainder
of Page Intentionally Left Blank

    


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

    


    TAKE
FLIGHT EQUITIES, INC.

    


    By:           

    Name:        William  M.
Wright III

    Title:           President

    


    


    PROPALMS,
INC.

    


    


    


    By:           

    Name:        Robert
Zysblat

    Title:           President

    


    


    INFRARED
SYSTEMS INTERNATIONAL

    


    


    


    By:           

    Name:        Gary
E. Ball

    Title:           President

    


    INFRARED
APPLICATIONS INC.

    


    By:           

    Name:        Gary
E. Ball

    Title:           President

    


    


    


    


    _____________________________________

    WILLIAM
M. WRIGHT III

    


    


    


    


    


    _________________________________

    GARY
E. BALL

     

    Page 30 of 49

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT
B

    ESCROW
AGREEMENT

    


               This
Escrow Agreement (the “Escrow
Agreement”) is made and entered into as of April __, 2010 by and among
Infrared Systems International, a corporation formed under the laws of the State
of Nevada (“IFRS”), Take
Flight Equities, Inc., a corporation formed under the laws of the State of
Washington (“Purchaser”), Infrared
Applications Inc., a corporation formed under the laws of the State of Texas
(“Subsidiary”), William
M. Wright III, an individual (“Wright”), and Gary E. Ball, an
individual (“Ball”), the
foregoing being sometimes referred to herein collectively as the “Parties,” and individually, a
“Party”, and Wells Fargo
Bank, National Association, as escrow agent (“Escrow Agent”).

    


    Reference
is hereby made to that certain Share Purchase Agreement by and among Propalms,
Inc. a corporation formed under the laws of the State of Nevada (“Propalms”),  and
certain of the Parties of even date herewith (the “Purchase Agreement”), the
Promissory Note by and among certain of the Parties of even date herewith (the
“Note”), and the
Management and Distribution Agreement by and among certain of the Parties of
even date herewith (the “Management Agreement”). Unless
otherwise set forth herein, all capitalized terms used herein without definition
shall have the meanings given to such terms in the Purchase Agreement, the Note
or the Management Agreement, as applicable.

    


    WHEREAS, the Parties have
entered into the Transaction Documents to provide for certain Transactions;
and

    


    WHEREAS, the Transaction
Documents provide, inter
alia, for the placement into escrow of the Purchased Shares, the Note,
and the Subsidiary Shares (collectively, the “Escrowed Items”);
and

    


    WHEREAS, the Parties agree to
place the Escrowed Items in escrow with the Escrow Agent, and the Escrow Agent
agrees to hold and distribute the Escrowed Items, in accordance with the terms
of this Escrow Agreement.

    


    NOW THEREFORE, in
consideration of the promises and agreements of the Parties and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties and the Escrow Agent agree as follows:

    


    ARTICLE
1

    DEPOSITS
AND DISBURSEMENTS

    


               Section
1.1.                      Receipt of Escrowed
Items. On
the Closing Date, the Parties shall deliver to the Escrow Agent (i) the
Purchased Shares, in certificates for the amounts specified hereinafter,
together with executed assignments in blank and executed transfer instructions
instructing the transfer agent to transfer the shares represented by the
certificate in question to the designated person; (ii) the Note; and (iii) the
Subsidiary Shares, represented by one stock certificate, together with an
executed assignment in blank.

    


    Section
1.2                      Payments on the
Note.

    


    (a)           The
then Obligor for the Note shall pay to the Escrow Agent all Payments due on the
Note on or before the Payment Date.  Until the occurrence of a
Nonpayment Event (as hereinafter defined), the Obligor responsible for the
Payments shall be Purchaser.  Each Payment received by the Escrow
Agent shall be delivered by the Escrow Agent to Subsidiary by transfer of such
Payment to an account maintained by Subsidiary with Escrow Agent.

    


    (b)           If
the Escrow Agent does not receive a Payment from Purchaser by the applicable
Payment Date, the Escrow Agent promptly shall provide written notice by
facsimile to all Parties that the Payment has not been received (the “Nonpayment
Notice”).  If the Payment is not received within five (5)
business days after the Escrow Agent provides the Nonpayment Notice (such event
hereinafter being referred to as a “Nonpayment Event”), the Escrow
Holder shall provide written notice by facsimile to all
Parties.  Thereupon, as provided in Section 6 of the Note, the Note
shall be deemed by all Parties to have been transferred to Ball as Obligor, and
the Payment Dates for any unpaid payments shall automatically become December
31, 2018, as provided in Section 6(b) of the Note.  Any purported
Payment received more than five (5) business days after the Nonpayment Notice
shall be returned by the Escrow Agent to the person delivering the purported
Payment.

     

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    (c)           Upon
the occurrence of an Event of Default (as that term is defined in the Note), the
Note shall be deemed by all Parties to have been transferred to Ball as Obligor,
and the Payment Dates for any unpaid payments shall automatically become
December 31, 2018, as provided in Section 6(b) of the Note.  The then
Holder shall give written notice (the “Default Notice”) to all other
Parties and to the Escrow Agent that an Event of Default has
occurred.  Unless the Escrow Agent receives written notice from a
Party disputing the occurrence of an Event of Default that does not involve a
Nonpayment Event within five (5) business days after the Default Notice, the
Escrow Agent shall deem the Note to have been transferred to Ball as
Obligor.  In the event of timely notice of a dispute regarding the
occurrence of an Event of Default, the Escrow Holder shall not transfer the Note
until the Escrow Agent either receives joint written instructions from Purchaser
and Ball regarding the Note or receives a copy of a written judgment of the
arbitrator hearing the dispute as to the resolution of such
dispute.

    


    (d)           Upon
receipt of the final Payment due with respect to the Note, the Escrow Agent
shall mark the Note “paid in full” and deliver the Note so marked to the then
Obligor.

    


    Section
1.3                      Disbursements of the
Purchased Shares.

    


    (a)           The
Purchased Shares delivered to the Escrow Agent on the Closing Date shall consist
of certificates for an aggregate of 11,557,217 Purchased Shares as follows: one
certificate for 600,000 Purchased Shares; ten (1) certificates each for 300,000
Purchase Shares; and one certificate for 7,957, 217 Purchased
Shares.  Each certificate shall be accompanied by an executed
assignment in blank and executed transfer instructions.

    


    (b)           Provided
that neither a Nonpayment Event nor an Event of Default has occurred at such
time, the Escrow Agent shall release from escrow to Purchaser a portion of the
Purchased Shares (together with the applicable assignment in blank and executed
transfer instructions) as follows: (i) upon receipt of the first Payment from
Purchaser, a certificate for 600,000 Purchased Shares; (ii) upon receipt of each
of the second through eleventh Payments from Purchaser, a certificate for
300,000 Purchased Shares; and (iii) upon receipt of the final Payment from
Purchaser, a certificate for 7,957,217 Purchased Shares.  All
Purchased Shares not yet released to Purchaser pursuant to this Section 1.3(b)
shall be referred to sometimes as the “Remaining
Shares.”  In the event that there is a dispute regarding the
existence of an Event of Default, any Purchased Shares otherwise to be released
to Purchaser pursuant to this Section 1.3(b) shall remain in Escrow pending the
resolution of the dispute as provided in Section 6.3 of the Note.

    


    (c)           If
a Nonpayment Event or Event of Default occurs, the Remaining Shares (together
with the applicable assignment in blank and executed transfer instructions) will
be released to Ball in the amounts specified in Section 1.3(b) upon receipt of
each Payment from Ball.

    


    Page 32 of
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Section
1.4                      Disbursements of the
Subsidiary Shares.

    


    (a)           The
Subsidiary Shares delivered to the Escrow Agent on the Closing Date shall
consist of one certificate for an aggregate of 100 Subsidiary Shares, which
shall be all of the outstanding stock of the Subsidiary.  The
certificate shall be accompanied by an executed assignment in
blank.  At any time while the Subsidiary Shares are held by Escrow
Agent, the Subsidiary shall have the right to convert the 100 Subsidiary Shares
into 1,167,279 Subsidiary Shares, all of which Subsidiary Shares shall remain in
Escrow until release pursuant to the terms of this Escrow
Agreement.

    


    (b)           Upon
written notice from Ball to the Escrow Agent, with copies to all other Parties,
that a Subsidiary Stock Distribution (as that term is defined in the Management
Agreement) is to be effected by the Subsidiary, the Escrow Agent shall deliver
the Subsidiary Shares to a transfer agent designated by the Subsidiary for
distribution pursuant to the Subsidiary Stock Distribution.

    


    (c)           Upon
the occurrence of a Nonpayment Event or an Event of Default (as that term is
defined in the Note), ownership of the Subsidiary Shares shall transfer to Ball
in accordance with Section 1.04(c) of the Purchase
Agreement.   If Escrow Agent receives written notice from a Party
that an Event of Default has occurred, the Escrow Agent shall provide written
notice thereof (the “Default
Notice”) to the other Parties.  If any Party gives written
notice to Escrow Agent that it disputes the occurrence of an Event of Default
within ten (10) business days after Escrow Agent delivers the Default Notice,
the Escrow Agent will notify all Parties of the dispute, and it will be the
obligation of the Parties to resolve such dispute by mutual written agreement or
by the decision of an arbitrator pursuant to Section 11.09 of the Purchase
Agreement.  A copy of any arbitration decision pursuant to Section
11.09 of the Purchase Agreement shall be delivered to Escrow Agent, and Escrow
Agent is authorized to rely thereon.

    


    (d)           Upon
the earlier of (i) written notice from Ball to the Escrow Agent, with copies to
all other Parties, that a Subsidiary Proceeds Distribution (as that term is
defined in the Management Agreement) has been effected, or (ii) twenty-four (24)
months after the Closing Date, the Escrow Agent shall deliver all Subsidiary
Shares to IFRS; provided, however, that if, prior to such event, ownership of
the Subsidiary Shares has transferred to Ball as set forth in Section 1.4(c)
above, the Subsidiary Shares shall be delivered to Ball.

    


    Section
1.5.                      Termination.                                Upon
the disbursement of all of the Escrow Items, this Escrow Agreement shall
terminate and be of no further force and effect, except that the provisions of
Article 3 hereof shall survive termination.

    


    ARTICLE
2

    DUTIES
OF THE ESCROW AGENT

    


    Section
2.1.                      Scope of
Responsibility.  Notwithstanding any provision to the contrary,
the Escrow Agent is obligated only to perform the duties specifically set forth
in this Escrow Agreement, which shall be deemed purely ministerial in
nature.  Under no circumstances will the Escrow Agent be deemed to be
a fiduciary to any Party or any other person under this Escrow
Agreement.  The Escrow Agent will not be responsible or liable for the
failure of any Party to perform in accordance with this Escrow Agreement. The
Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of
the terms and conditions of any other agreement, instrument, or document other
than this Escrow Agreement, whether or not an original or a copy of such
agreement has been provided to the Escrow Agent; and the Escrow Agent shall have
no duty to know or inquire as to the performance or nonperformance of any
provision of any such agreement, instrument, or document.  References
in this Escrow Agreement to any other agreement, instrument, or document are for
the convenience of the Parties, and the Escrow Agent has no duties or
obligations with respect thereto.  This Escrow Agreement sets forth
all matters pertinent to the escrow contemplated hereunder, and no additional
obligations of the Escrow Agent shall be inferred or implied from the terms of
this Escrow Agreement or any other agreement.

     

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    Section
2.2.                      Attorneys and
Agents.  The Escrow Agent shall be entitled to rely on and
shall not be liable for any action taken or omitted to be taken by the Escrow
Agent in accordance with the advice of counsel retained or consulted by the
Escrow Agent.  The Escrow Agent shall be reimbursed as set forth in
Section 3.1 or Section 3.4, as applicable, for any and all compensation (fees,
expenses and other costs) paid and/or reimbursed to such counsel and/or
professionals.  The Escrow Agent may perform any and all of its duties
through its agents, representatives, attorneys, custodians, and/or
nominees.

    


    Section
2.3.                      Reliance.  The
Escrow Agent shall not be liable for any action taken or not taken by it in
accordance with the direction or consent of all the Parties or their respective
agents, representatives, successors, or assigns.  The Escrow Agent
shall not be liable for acting or refraining from acting upon any notice,
request, consent, direction, requisition, certificate, order, affidavit, letter,
or other paper or document reasonably believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, without further
inquiry into the person’s or persons’ authority.  Concurrent with the
execution of this Escrow Agreement, the Parties shall deliver to the Escrow
Agent authorized signers’ forms in the form of Exhibit B-1, Exhibit B-2 and
Exhibit B-3 to this Escrow Agreement.

    


    Section
2.4.                      Right Not Duty
Undertaken.  The permissive rights of the Escrow Agent to do
things enumerated in this Escrow Agreement shall not be construed as
duties.

    


    Section
2.5.                      No Financial
Obligation.  No provision of this Escrow Agreement shall
require the Escrow Agent to risk or advance its own funds or otherwise incur any
financial liability or potential financial liability in the performance of its
duties or the exercise of its rights under this Escrow Agreement.

    


    


    ARTICLE
3

    PROVISIONS
CONCERNING THE ESCROW AGENT

    


     Section
3.1.                      Indemnification.  The
Parties, jointly and severally, shall indemnify, defend and hold harmless the
Escrow Agent from and against any and all loss, liability, cost, damage and
expense, including, without limitation, attorneys’ fees and expenses or other
professional fees and expenses which the Escrow Agent may suffer or incur by
reason of any action, claim or proceeding brought against the Escrow Agent,
arising out of or relating in any way to this Escrow Agreement or any
transaction to which this Escrow Agreement relates, unless such loss, liability,
cost, damage or expense shall have been finally adjudicated to have been
directly caused by the willful misconduct or gross negligence of the Escrow
Agent. The provisions of this Section 3.1 shall survive the resignation or
removal of the Escrow Agent and the termination of this Escrow Agreement. 

    


                    
Section
3.2.                      Limitation of
Liability.  THE ESCROW AGENT SHALL NOT
BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES
ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR
EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE
ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT
OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT
LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF
ACTION.

     

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                    Section
3.3.                      Resignation or
Removal.  The Escrow Agent may resign by furnishing written
notice of its resignation to the Parties, and the Parties may remove the Escrow
Agent by furnishing to the Escrow Agent a joint written notice of its removal
along with payment of all fees and expenses to which it is entitled through the
date of termination.  Such resignation or removal, as the case may be,
shall be effective thirty (30) days after the delivery of such notice or upon
the earlier appointment of a successor, and the Escrow Agent’s sole
responsibility thereafter shall be to safely keep the Escrow Items and to
deliver the same to a successor escrow agent as shall be appointed by the
Parties, as evidenced by a joint written notice filed with the Escrow Agent or
in accordance with a court order.  If the Parties have failed to
appoint a successor escrow agent prior to the expiration of thirty (30) days
following the delivery of such notice of resignation or removal, the Escrow
Agent may petition any court of competent jurisdiction for the appointment of a
successor escrow agent or for other appropriate relief, and any such resulting
appointment shall be binding upon the Parties.

    


                   
Section
3.4.                      Compensation.  The
Escrow Agent shall be entitled to compensation for its services as stated in the
fee schedule attached hereto as Exhibit C, which compensation shall be paid by
Subsidiary. The fee agreed upon for the services rendered hereunder is intended
as full compensation for the Escrow Agent's services as contemplated by this
Escrow Agreement; provided, however, that in the event that the conditions for
the disbursement of funds or shares under this Escrow Agreement are not
fulfilled, or the Escrow Agent renders any service not contemplated in this
Escrow Agreement, or there is any assignment of interest in the subject matter
of this Escrow Agreement, or any material modification hereof, or if any
material controversy arises hereunder, or the Escrow Agent is made a party to
any litigation pertaining to this Escrow Agreement or the subject matter hereof,
then the Escrow Agent also shall be compensated by such Parties for such
extraordinary services and reimbursed for all costs and expenses, including
reasonable attorneys’ fees and expenses, occasioned by any such delay,
controversy, litigation or event.  If any amount due to the Escrow
Agent hereunder is not paid within thirty (30) days of the date due, the Escrow
Agent in its sole discretion may charge interest on such amount up to the
highest rate permitted by applicable law.

    


                   
Section
3.5.                      Disagreements.  If
any conflict, disagreement or dispute arises between, among, or involving any of
the parties hereto concerning the meaning or validity of any provision hereunder
or concerning any other matter relating to this Escrow Agreement, or the Escrow
Agent is in doubt as to the action to be taken hereunder, the Escrow Agent is
authorized to retain the Escrow Items until the Escrow Agent (i) receives a
final non-appealable order of a court of competent jurisdiction or a final
non-appealable arbitration decision directing delivery of the Escrow Items, (ii)
receives a written agreement executed by each of the parties involved in such
disagreement or dispute directing delivery of the Escrow Items, in which event
the Escrow Agent shall be authorized to disburse the Escrow Items in accordance
with such final court order, arbitration decision, or agreement, or (iii) files
an interpleader action in any court of competent jurisdiction, and upon the
filing thereof, the Escrow Agent shall be relieved of all liability as to the
Escrow Items and shall be entitled to recover attorneys’ fees, expenses and
other costs incurred in commencing and maintaining any such interpleader
action.  The Escrow Agent shall be entitled to act on any such
agreement, court order, or arbitration decision without further question,
inquiry, or consent.

    


                   
Section
3.6.                      Merger or
Consolidation.  Any corporation or association into which the
Escrow Agent may be converted or merged, or with which it may be consolidated,
or to which it may sell or transfer all or substantially all of its corporate
trust business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which the Escrow Agent is a party, shall be and
become the successor escrow agent under this Escrow Agreement and shall have and
succeed to the rights, powers, duties, immunities and privileges as its
predecessor, without the execution or filing of any instrument or paper or the
performance of any further act.

     

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Section
3.7.                      Attachment of Escrow Items;
Compliance with Legal Orders.  In the event that any Escrow
Items shall be attached, garnished or levied upon by any court order, or the
delivery thereof shall be stayed or enjoined by an order of a court, or any
order, judgment or decree shall be made or entered by any court order affecting
the Escrow Items, the Escrow Agent is hereby expressly authorized, in its sole
discretion, to respond as it deems appropriate or to comply with all writs,
orders or decrees so entered or issued, or which it is advised by legal counsel
of its own choosing is binding upon it, whether with or without
jurisdiction.  In the event that the Escrow Agent obeys or complies
with any such writ, order or decree it shall not be liable to any of the Parties
or to any other person, firm or corporation, should, by reason of such
compliance notwithstanding, such writ, order or decree be subsequently reversed,
modified, annulled, set aside or vacated.

    


    ARTICLE
4

    MISCELLANEOUS

    


     Section
4.1.                                Successors and
Assigns.  This Escrow Agreement shall be binding on and inure
to the benefit of the Parties and the Escrow Agent and their respective
successors and permitted assigns. No other persons shall have any rights under
this Escrow Agreement except the right of Propalms to receive notices as
provided in Section 4.3.  No assignment of the interest of any of the
Parties shall be binding unless and until written notice of such assignment
shall be delivered to the other Parties and the Escrow Agent and shall require
the prior written consent of the other Parties and the Escrow
Agent.

    


     Section
4.2.                      Escheat.  The
Parties are aware that under applicable state law, property which is presumed
abandoned may under certain circumstances escheat to the applicable
state.  The Escrow Agent shall have no liability to the Parties, their
respective heirs, legal representatives, successors and assigns, or any other
party, should any or all of the Escrow Items escheat by operation of
law.

    


     Section
4.3.                                           Notices.  All
notices, requests, demands, and other communications required under this Escrow
Agreement shall be in writing, in English, and shall be deemed to have been duly
given if delivered (i) personally, or (ii) by facsimile transmission with
written confirmation of receipt.  If notice is given to a Party, it
shall be given at the facsimile address for such Party set forth below, with
copies as set forth below.  It shall be the responsibility of the
Parties or a person designated below to receive copies to notify the Escrow
Agent and the other Parties in writing of any facsimile or address
changes.  In the case of communications delivered to the Escrow Agent,
such communications shall be deemed to have been given on the date received by
the Escrow Agent.

    


    If to
Purchaser or to Wright, to:

    


    William M. Wright

    Focus Systems, Inc.

    4550 NW Newberry Hill Road, Suite
202

    Silverdale, WA 98383

    Telephone: 360-473-1160

    Facsimile: 360-692-2798

    


    with a copy to (which shall not
constitute notice):

    


    Kimberly
L. Graus, Esq.

    4949 SR
64 E, #141

    Bradenton, Fl. 34208

    Facsimile: 866-640-6858

     

    Page
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    and to:

    


    Propalms,
Inc.

    Unit
4

    Park Farm
Courtyard

    Easthorpe

    Malton

    North
Yorkshire Y017 6QX

    United
Kingdom

    Facsimile:

    


    If to Subsidiary or to Ball,
to:

    


    Gary Ball

    Infrared Applications Inc.

    15 North Longspur Drive

    Woodlands,
TX  77380

    
      	
               
      

            	
              Facsimile:
      832-442-3027

            


    

    


    
      	
               
      

            	
              with
      a copy to (which shall not constitute
notice):

            


    

    


    
      	
               
      

            	
              Edward
      T. Swanson, Esq.

            


    

    
      	
               
      

            	
              2071
      N. Altadena Drive

            


    

    
      	
               
      

            	
              Altadena,
      CA 91001

            


    

    
      	
               
      

            	
              Facsimile:  866-397-0114

            


    

    


        
If to the Escrow Agent:

    


    Wells
Fargo Bank, National Association

    ______________________

    ______________________

    ______________________

    Facsimile:

    


    Section
4.4.                      Governing
Law.  This Escrow Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.

    


    Section
4.5.                      Entire
Agreement.  This Escrow Agreement sets forth the entire
agreement and understanding of the parties related to the Escrow
Items.

    


    Section
4.6.                      Amendment.  This
Escrow Agreement may be amended, modified, superseded, rescinded, or canceled
only by a written instrument executed by the Parties and the Escrow
Agent.

    


    Section
4.7.                      Waivers.  The
failure of any party to this Escrow Agreement at any time or times to require
performance of any provision under this Escrow Agreement shall in no manner
affect the right at a later time to enforce the same performance.  A
waiver by any party to this Escrow Agreement of any such condition or breach of
any term, covenant, representation, or warranty contained in this Escrow
Agreement, in any one or more instances, shall neither be construed as a further
or continuing waiver of any such condition or breach nor a waiver of any other
condition or breach of any other term, covenant, representation, or warranty
contained in this Escrow Agreement.

    
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    Section
4.8.                      Headings.  Section
headings of this Escrow Agreement have been inserted for convenience of
reference only and shall in no way restrict or otherwise modify any of the terms
or provisions of this Escrow Agreement.

    


    Section
4.9.                      Access to Legal
Counsel.  Each party hereto acknowledges that it, he or she has
been provided the opportunity and encouraged to obtain legal counsel prior to
the execution of this Escrow Agreement.

    


    Section
4.10.                      Counterparts; Facsimile
Execution.  This Escrow Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an
original, and such counterparts shall together constitute one and the same
instrument.  Execution and delivery of this Escrow Agreement by
facsimile shall be deemed to be equivalent to the execution and delivery of an
original.

    


    Remainder
of Page Intentionally Left Blank

     

    Page 38 of 49

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

                    
IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date
first written above.

    


    INFRARED
APPLICATIONS INC.

    


    


    


    By:           

    Name:         Gary
E. Ball

    Title:           President

    


    


    INFRARED
SYSTEMS INTERNATIONAL

    


    


    


    By:           

    Name:         Gary
E. Ball

    Title:           President

    


    


    TAKE
FLIGHT EQUITIES, INC.

    


    


    


    By:           

    Name:         William  M.
Wright III

    Title:           President

    


    


    


    


    


    _____________________________________

    WILLIAM
M. WRIGHT III

    


    


    


    


    


    _________________________________

    GARY
E. BALL

    


    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent

    


    


    


    By:
________________________________

    Name:______________________________

    Title:_______________________________

     

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    EXHIBIT
C

    GUARANTY

     
 

    


    This
Guaranty, dated as of April __, 2010 (the “Guaranty”), is made by Propalms, Inc.
a corporation formed under the laws of the State of Nevada (“Guarantor”), in favor of
Infrared Applications Inc., a corporation formed under the laws of the State of
Texas (“Subsidiary”), in
accordance with that certain Share Purchase Agreement dated March __, 2010 (the
“Purchase Agreement”)
among Guarantor, Subsidiary, and the other Parties (as that term is defined in
the Purchase Agreement). Unless otherwise set forth herein, all capitalized
terms used herein without definition shall have the meanings given to such terms
in the Purchase Agreement.

    


    RECITALS

    


    WHEREAS,
the Guarantor is required to enter into this Guaranty as a condition to the
consummation of the Share Purchase; and

    


    WHEREAS,
Guarantor will receive substantial direct and/or indirect benefits from the
Share Purchase and other Transactions contemplated by the Purchase Agreement and
from the transfer of control of IFRS to Purchaser as a result of the Share
Purchase;

    


    NOW,
THEREFORE, in consideration of the recitals herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
induce IFRS to sell the Purchased Shares pursuant to the Purchase Agreement,
Guarantor agrees as follows:

    


    1.           Representations
and Warranties of Guarantor.  Guarantor hereby represents and
warrants to Purchaser as follows:

    


    1.1           Authorization.  The
Guarantor has the requisite power and authority to enter into this
Guaranty.

    


    1.2           Due Execution and
Delivery; Binding Obligations.  This Guaranty has been duly
executed and delivered by the Guarantor, and this Guaranty constitutes the
legal, valid and binding obligations of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability, and except as rights of
indemnity or contribution may be limited by federal or state laws or the public
policy underlying such laws.

    


               2.           Guaranty.  Upon
the occurrence of a Nonpayment Event (as that term is defined in the Escrow
Agreement), in full satisfaction of Guarantor’s obligations hereunder, Guarantor
hereby unconditionally promises to pay to Subsidiary a cash amount equal to one
half of the unpaid balance of the Note as of the date of the Nonpayment Event,
such amount to be paid by Guarantor within fifteen (15) business days after such
Nonpayment Event. The obligation of Guarantor hereunder is primary and
unconditional, and shall be in addition to and not in lieu of all other rights
of IFRS Sub or Ball at law and/or pursuant to the Transaction
Documents.  Guarantor waives any defense by reason of any disability
of Purchaser, including but not limited to any limitation on the liability or
obligation of Purchaser resulting from the operation of any present or future
provision of the National Bankruptcy Act or other federal or state statute, or
from the decision of any court, it being the intention of the parties hereto
that such obligation shall be absolute and unconditional. If Subsidiary is
required to enforce Guarantor's obligations by legal proceedings, Guarantor
shall pay to Subsidiary all costs incurred, including, without limitation,
reasonable attorneys' fees.  Guarantor hereby waives trial by jury in
any such legal proceedings.

     

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    3.           Miscellaneous.

    


    3.1           Assignment;
Successors and Assigns.  This Guaranty may not be assigned by
either party hereto without the prior written consent of the other party, which
consent may be withheld for any or for no reason.  Without limiting
the foregoing, the terms and conditions of this Guaranty shall inure to the
benefit of and be binding upon the respective successors and assigns of
Guarantor and the Subsidiary.

    


    3.2           Governing
Law.  This Guaranty shall be interpreted and enforced in
accordance with, and its validity and performance shall be governed by, the laws
of the State of Nevada without regard to its principles of choice of
law.

    


    3.3           Titles and
Subtitles.  The titles and subtitles used in this Guaranty are
used for convenience of reference only and are not to be considered in
construing or interpreting this Guaranty.

    


    3.4           Amendments and
Waivers.  Any term of this Guaranty may be amended and the
observance of any term of this Guaranty may be waived only with the written
consent of the party against which such amendment or waiver is to be
enforced.

    


    3.5           Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any party under this Guaranty, upon any breach or default
of any other party under this Guaranty, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party, nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring.  Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Guaranty, or any waiver on the part of any party of
any provisions or conditions of this Guaranty, must be in writing and shall be
effective only to the extent specifically set forth in such
writing.  All remedies, either under this Guaranty or by law or
otherwise afforded to any party, shall be cumulative and not
alternative.

    


    3.6           Disputes.

    


    (a)           Arbitration; Attorney
Fees.   Any dispute involving the interpretation,
application or enforcement of this Guaranty shall be submitted to binding
arbitration before the American Arbitration Association, whose rules applicable
to commercial disputes shall apply except as modified by this Section 3.6(a).
The arbitration hearing shall take place in Las Vegas, Nevada before one
arbitrator, who shall be a retired judge (unless none is reasonably
available).  The arbitrator shall comply with the provisions of
section 3.6(b) below, unless the parties to the arbitration consent otherwise.
The arbitrator shall submit a written finding of facts and conclusions of
law.  The arbitrator shall have authority only to interpret and apply
provisions of this Guaranty and shall have no authority to add to, subtract from
or modify terms of this Agreement except to the extent otherwise provided in
Section 3.6(c). The judgment of the arbitrator shall be binding and may be
entered as a final judgment by any court having jurisdiction over the parties
hereto.  THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT UNDER THIS
SECTION, EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
ARBITRABLE CONTROVERSY OR CLAIM.  In the event that any party to this
Guaranty shall initiate arbitration based on this Guaranty, or take other
permitted legal action for the enforcement or interpretation of any of the
provisions of this Guaranty, the prevailing party in such action shall, in
addition to whatever judgment is rendered or award granted on its behalf, be
entitled to its reasonable costs and expenses in connection with such action,
including reasonable attorney’s fees.

     

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    (b)           Venue.  Jurisdiction
and venue for any action will be in Las Vegas, Nevada.

    


    (c)           Severability.  If
a court or an arbitrator of competent jurisdiction holds any provision of this
Guaranty to be illegal, unenforceable or invalid in whole or in part for any
reason, such provision shall be adjusted rather than voided, if possible, to
achieve the intent of the parties to the extent possible, and in any event the
validity and enforceability of the remaining sections shall not be
affected.

    


    


    IN WITNESS WHEREOF, Guarantor has
executed this Guaranty as of the date first above written.

    


     
 

    GUARANTOR:

    


    


    PROPALMS,
INC.

    


    


    


    
      	
              By:

            	 	 


    

    
      	
              Name:

            	
              Robert
      Zysblat

            


    

    
      	
              Title:

            	
              President

            


    

    


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    EXHIBIT
D

    MANAGEMENT
AND DISTRIBUTION AGREEMENT

    


    This
Management and Distribution Agreement (this “Management Agreement”) is made
and entered into as of April __, 2010 by and among Infrared Applications Inc., a
corporation formed under the laws of the State of Texas (“Subsidiary”), Infrared Systems
International, a corporation formed under the laws of the State of Nevada
(“IFRS”), Take Flight
Equities, Inc., a corporation formed under the laws of the State of Washington
(“Purchaser”), William
M. Wright III, an individual (“Wright”), and Gary E. Ball, an
individual (“Ball”).   Each
of Subsidiary, IFRS, Purchaser, Propalms, Wright and Ball is referred to herein
individually as a “Party” and all are referred to
collectively as the “Parties.”

    


    Reference
is hereby made to that certain Share Purchase Agreement by and among the
Propalms, Inc. a corporation formed under the laws of the State of Nevada
(“Propalms”), and the
Parties of even date herewith (the “Purchase Agreement”). Unless
otherwise set forth herein, all capitalized terms used herein without definition
shall have the meanings given to such terms in the Purchase
Agreement.

    


    WHEREAS, IFRS and the other
Parties have entered into the Purchase Agreement; and

    


    WHEREAS, pursuant to the
Purchase Agreement, IFRS is required to Transfer all IFRS Transferred Assets and
all IFRS Assumed Liabilities as well as the Purchase Price to the Subsidiary on
the Closing Date, and the Subsidiary is required to assume all IFRS Assumed
Liabilities on the Closing Date (such Transfer and assumption hereinafter
referred to as the “Subsidiary
Transfer”); and

    


    WHEREAS, as a condition to the
Closing, the Parties are required to enter into this Management Agreement to
provide for the Subsidiary Transfer, the management of the Subsidiary, and the
Subsidiary Distribution (as that term is hereinafter defined);

    


    NOW, THEREFORE, in
consideration of the mutual promises made herein and in the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, intending to be legally bound, agree
as follows:

    


    


    ARTICLE
I

    SUBSIDIARY
TRANSFER

    


    1.01           Assignment of IFRS
Transferred
Assets.                                                                          On
the terms and subject to the conditions herein expressed, IFRS hereby sells,
conveys, transfers, assigns, sets over and delivers to Subsidiary on the Closing
Date, and Subsidiary assumes and accepts the following (collectively, the “IFRS Transferred
Assets”):

    


     (a)
All of the assets, rights and interests, tangible and intangible, of every kind,
nature and description, owned, possessed or operated by IFRS immediately prior
to the Closing Date, wheresoever situate, including without limitation (i) all
machinery, equipment, computers and computer hardware, office furniture and
fixtures, and other fixed or tangible assets; (ii) all inventories; (iii) all
licenses, permits and authorizations used by IFRS to own and operate its assets;
(iv) all intangible assets of IFRS which are transferable, including without
limitation customer and supplier lists, privileges, permits, licenses, software
and software licenses, certificates, commitments, goodwill, registered and
unregistered patents, trademarks, service marks and trade names, and
applications for registration thereof and  the goodwill associated
therewith, including without limitation any granted or pending patents, the U.S.
Department of Commerce export licenses, all technical information or data
defined in the International Traffic In Arms Regulations, and the exclusive
right to use the name “Infrared Security System” or derivations thereof and all
right, title and interest in the patent for Infrared Security System, the right
to receive mail related to the transferred business of IFRS which is addressed
to IFRS, and the right to telephone numbers of IFRS immediately prior to the
Closing Date; (v) all accounts receivable, deposit accounts, cash and cash
equivalents and securities owned by IFRS immediately prior to the Closing Date;
(vi) all rights and benefits of or in favor of IFRS immediately prior to the
Closing Date resulting or arising from any contracts, purchase orders, sales
orders, forward commitments for goods or services, leases, or franchise or
license agreements; and (vii) claims made in lawsuits and other proceedings
filed by IFRS, judgments and settlements in IFRS’s favor, and rights to refunds,
including rights to and claims for federal and state income and franchise tax
refunds and refunds of other taxes paid based upon or measured by the income of
IFRS prior to the Closing Date; and

     

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                                (b)
The Purchase Price, including both the $30,000 payable at the Closing and the
Note.

    


    1.02           Assumption of IFRS Assumed
Liabilities.  On the terms and subject to the conditions herein
expressed, IFRS hereby sells, conveys, transfers, assigns, sets over and
delivers to Subsidiary on the Closing Date, and Subsidiary assumes and accepts
(collectively, the “IFRS
Assumed Liabilities”):

    


    (a) All liabilities and obligations
of IFRS existing immediately prior to the Closing Date whether known or unknown
(other than obligations of IFRS pursuant to the Transaction Documents to be
performed subsequent to the Closing Date); and

    


    (b)  All liabilities of
IFRS incurred after the Closing Date and resulting from the business of the
Subsidiary.

    


    1.03           Consideration For Subsidiary
Transfer.  In partial consideration for the Subsidiary
Transfer, Subsidiary shall issue to IFRS on the Closing Date 100 shares of
Subsidiary Common Stock (the “Subsidiary Shares”), which
will constitute all of the outstanding stock of the Subsidiary on the Closing
Date, and the certificate for the Subsidiary Shares shall be delivered to the
Escrow Agent pursuant to the Escrow Agreement.

    


    1.04           Actions by IFRS on Closing
Date.  On the Closing Date, IFRS shall deliver to Subsidiary,
in addition to the IFRS Transferred Assets and the IFRS Assumed Liabilities,
such instruments of sale, conveyance, transfer, assignment, endorsement,
direction or authorization as will be required or as may be desirable to vest in
Subsidiary, its successors and assigns, all right, title and interest in and to
the IFRS Transferred Assets and the IFRS Assumed Liabilities.

    


    1.05           Transfer of Subsidiary
Shares.

    


    (a)      No Unpermitted
Transfer.  IFRS agrees on and after the Closing Date not to
Transfer, or to attempt to Transfer, directly or indirectly, any of the
Subsidiary Shares or any interest therein, except as specifically provided in
this Management Agreement and the other Transaction Documents.

    


    (b)  Transfer Upon a Nonpayment
Event or Event of Default.  Upon the occurrence of a Nonpayment
Event or an Event of Default under the Note, then, in addition to and not in
lieu of any other remedies available to a Party as a result thereof, ownership
of the Subsidiary Shares shall transfer from IFRS to Ball without any other
action required on their part, and Ball shall then be responsible for the
Subsidiary Distribution.

    


    1.06           Additional
Actions.                                           Each
Party agrees to take such actions as may be reasonably necessary by that Party
to effectuate the Subsidiary Transfer and the other actions contemplated by this
Article I.

     

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    ARTICLE
II

    MANAGEMENT
OF SUBSIDIARY

    


    2.01           Employment of
Ball.                                           Subsidiary
hereby employs Ball to serve as President, Chief Financial Officer and Secretary
of Subsidiary from the Closing Date until the completion of the Subsidiary
Transfer (the “Employment”), and Ball hereby
accepts such Employment.  Pursuant to the Employment, Ball shall have
all duties normally held by the president, chief financial officer and secretary
of a corporation, and shall be responsible for the operation of Subsidiary and
effecting the Subsidiary Distribution.  IFRS, as sole shareholder of
Subsidiary, hereby approves the Employment.

    


    2.02           Election of Ball as Director
of Subsidiary.  IFRS hereby elects Ball as the sole director of
Subsidiary.

    


    2.03           Irrevocable
Proxy.  In partial consideration for Ball’s acceptance of the
Employment, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by IFRS and all other Parties
(including without limitation Ball entering into the other Transaction
Documents), IFRS hereby grants an irrevocable proxy to Ball to vote the
Subsidiary Shares (the “Irrevocable Proxy”) on all
matters for which the vote of the Subsidiary Shares is required or
permitted.  Without limiting the foregoing, Ball agrees that Ball, as
proxy for IFRS with respect to the Subsidiary Shares, will (i) vote the IFRS Sub
Stock to elect Ball as sole director of Subsidiary, (ii) vote the IFRS Shares in
favor of any Subsidiary Distribution proposed by Ball pursuant to Article III
below, and (iii) not vote the IFRS Sub Stock in favor of any transaction not
contemplated by this Management Agreement.  Ball shall use his
reasonable good faith judgment in connection with the exercise of the
Irrevocable Proxy.

    


    2.04           Irrevocable Proxy Is Coupled
With An Interest.  All Parties hereby acknowledge and agree
that the Irrevocable Proxy is coupled with an interest sufficient to support the
irrevocable power.

    


    2.05           Costs and Expenses of
Subsidiary.  All costs and expenses incurred by Subsidiary in
connection with its operations or with the Subsidiary Distribution (as
hereinafter defined) shall be the sole responsibility of Subsidiary, and
Subsidiary (and Ball, after any transfer of the Subsidiary Shares to Ball
pursuant to this Management Agreement or the other Transaction Documents) hereby
indemnifies IFRS for all liability with respect to such costs and
expenses.

    


    2.05           Additional
Actions.                                           Each
Party agrees to take such actions as may be reasonably necessary by that Party
to effectuate the Employment and the other actions contemplated by this Article
II.

    


    2.06           Compliance with Applicable
Law.                                                                Subsidiary
shall comply with all applicable law (except where such compliance, individually
and in the aggregate, would not have a material adverse effect on Subsidiary or
IFRS).  Such compliance will be at the sole expense of
Subsidiary.  While Subsidiary is owned by IFRS, Subsidiary shall
provide IFRS with such IFRS as IFRS shall require to comply with IFRS’ legal
obligations under the federal securities laws and other applicable
laws.  No Subsidiary Distribution shall be effected by Subsidiary in
violation of applicable law.

    


    ARTICLE
III

    SUBSIDIARY
DISTRIBUTION

    


    3.01           Definition of Subsidiary
Distribution.                                                                For
purposes of this Management Agreement, a “Subsidiary Distribution” shall
mean either (i) the distribution of the Subsidiary Shares to the
Pre-Transactions IFRS Stockholders (the “Subsidiary Stock
Distribution”), and/or (ii) the distribution to the Pre-Transactions IFRS
Stockholders of the net proceeds from the sale of substantially all of the
assets of Subsidiary (the “Subsidiary Proceeds
Distribution”).

     

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    3.02           Determination of Form of
Subsidiary Distribution; Timing.  Ball shall elect in writing
the form of the Subsidiary Distribution, which election shall be binding on
Subsidiary and IFRS.  The Subsidiary Distribution shall commence
within fifteen (15) months after the Closing Date; provided, however, that in
the event of a Nonpayment or other Event of Default, the Subsidiary Distribution
shall commence within twenty-four (24) months after the Closing
Date.  If a Subsidiary Distribution does not occur within the time
specified herein, any Party hereto may require a Subsidiary Distribution
pursuant to Section 4.06.

    


    3.03           Sale of Assets
of  Subsidiary to Ball.  Provided that the fair
market value of the assets of Subsidiary is then less than One Million Dollars
($1,000,000), as determined by an appraiser selected by Ball and reasonably
acceptable to the Board of Directors of IFRS, Ball shall have the right to
purchase the assets of Subsidiary, subject to indemnification by Ball of
Subsidiary and IFRS for any liabilities at such time of Subsidiary, and the net
proceeds therefrom shall be distributed to the Pre-Transactions IFRS
Stockholders as a Subsidiary Proceeds Distribution.

    


    3.04           Co-Operation of IFRS with
Subsidiary Stock Distribution.  In the event that a Subsidiary
Stock Distribution is effected by Subsidiary, IFRS shall reasonably cooperate
with Subsidiary in the effectuation thereof, provided, however, that all
expenses therefor shall be borne by Subsidiary.

    


    3.05           Additional
Actions.                                           Each
Party agrees to take such actions as may be reasonably necessary by that Party
to effectuate the Subsidiary Distribution and the other actions contemplated by
this Article III, provided, however, that all expenses therefor shall be borne
by Subsidiary.

    


    


    ARTICLE
IV

    MISCELLANEOUS

    


    4.01           Applicable Law. This
Management Agreement shall be governed by the laws of the State of Nevada,
without giving effect to the principles of conflicts of laws thereof, as applied
to agreements entered into and to be performed in such state.

    


    4.02           Amendment and Waiver. This
Management Agreement may be amended only if such amendment is set forth in a
writing executed by all Parties.  Any provision of this Management
Agreement may be waived, provided that any such waiver shall be set forth in a
writing executed by all affected Parties.

    


    4.03           Binding Agreement; Assignment.
This Management Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns; provided that, except as specifically provided
in this Management Agreement, neither this Management Agreement nor any of the
rights, interests, or obligations hereunder may be assigned by any Party without
the prior written consent of the other Parties.  Notwithstanding the
foregoing, in the event of the death of Ball, his spouse may assume all rights
and obligations under this Management Agreement and the other Transaction
Documents by providing written notice to the Parties within thirty (30) days
after Ball’s death that she is assuming such rights and obligations under this
Management Agreement and the other Transaction Documents, and the Parties hereto
hereby agree to such assignment and assumption.

     

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    4.04           Counterparts; Facsimile
Execution.  This Management Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which shall be considered one and the same Management Agreement. Execution and
delivery of this Management Agreement by facsimile shall be deemed to be
equivalent to the execution and delivery of an original.

    


    4.05           No Third Party
Beneficiaries.  Except as expressly provided by this Management
Agreement, nothing herein is intended to confer upon any person or entity not a
party to this Management Agreement any rights or remedies under or by reason of
this Management Agreement.

    


    4.06           Disputes.

    


     (a)           Arbitration; Attorney
Fees.   Any dispute involving the interpretation,
application or enforcement of this Management Agreement shall be submitted to
binding arbitration before the American Arbitration Association, whose rules
applicable to commercial disputes shall apply except as modified by this Section
4.06(a). The arbitration hearing shall take place in Las Vegas, Nevada before
one arbitrator, who shall be a retired judge (unless none is reasonably
available).  The arbitrator shall comply with the provisions of
section 4.06(b) below, unless the parties to the arbitration consent otherwise.
The arbitrator shall submit a written finding of facts and conclusions of
law.  The arbitrator shall have authority only to interpret and apply
provisions of this Management Agreement and shall have no authority to add to,
subtract from or modify terms of this Management Agreement except to the extent
otherwise provided in Section 4.06(c). The judgment of the arbitrator shall be
binding and may be entered as a final judgment by any court having jurisdiction
over the parties hereto.  THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT
UNDER THIS SECTION, EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH
ANY ARBITRABLE CONTROVERSY OR CLAIM.  In the event that any party to
this Management Agreement shall initiate arbitration based on this Management
Agreement, or take other permitted legal action for the enforcement or
interpretation of any of the provisions of this Management Agreement, including
such suit or action as may be necessary or germane to resolve or address any
issues peculiar to federal bankruptcy law, the prevailing party in such action
shall, in addition to whatever judgment is rendered or award granted on its
behalf, be entitled to its reasonable costs and expenses in connection with such
action, including reasonable attorney’s fees.

    


    (b)           Venue.  Jurisdiction
and venue for any action will be in Las Vegas, Nevada.

    


    (c)           Severability.  If
a court or an arbitrator of competent jurisdiction holds any provision of this
Management Agreement to be illegal, unenforceable or invalid in whole or in part
for any reason, such provision shall be adjusted rather than voided, if
possible, to achieve the intent of the parties to the extent possible, and in
any event the validity and enforceability of the remaining sections shall not be
affected unless an essential purpose of this Management Agreement would be
defeated by the loss of the illegal, unenforceable, or invalid
provision.

    


    4.07           Survival.  All
representations, warranties, covenants, and agreements (and exceptions thereto)
set forth in this Management Agreement shall survive the Closing
Date.

    


    4.08           Injunctive
Relief.  Each Party acknowledges and agrees that it would be
difficult to fully compensate a Party for damages resulting from the breach or
threatened breach of the provisions of Articles I, II and III and, accordingly,
that the non-breaching party shall be entitled to temporary and injunctive
relief, including temporary restraining orders, preliminary injunction and
permanent injunctions, granted by a court of competent jurisdiction, to enforce
these provisions upon proving that it has suffered or that there is a
substantial probability that it will suffer irreparable harm and without the
necessity of posting any bond or other undertaking in connection
therewith.  This provision with respect to injunctive relief shall
not, however, diminish the right of the non-breaching party to claim and recover
damages.  Each party further acknowledges and agrees that it has
carefully read and considered the provisions of Articles I, II and III above
and, having done so, agrees that the restrictions set forth therein are fair and
reasonable and reasonably required.

     

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    4.09           Rules of
Construction.

    


    (a)           General.  The
parties agree that they have been represented by counsel during the negotiation
and execution of this Management Agreement and, therefore, waive the application
of any law, regulation, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.

    


    (b)           Gender;
Number.  Wherever applicable, references herein to the
masculine, feminine or neuter shall equally apply to the neuter, feminine and
masculine.  Furthermore, wherever applicable in this Management
Agreement, the singular shall include the plural.

    


    (c)           Captions.  The
captions used in this Management Agreement are for convenience of reference only
and do not constitute a part of this Management Agreement and shall not be
deemed to limit, characterize, or in any way affect any provision of this
Management Agreement, and all provisions of this Management Agreement shall be
enforced and construed as if no caption had been used in this Management
Agreement.

    


    


    Remainder
of Page Intentionally Left Blank

    


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

    


    INFRARED
APPLICATIONS INC.

    


    


    


    By:           

    Name:        
Gary E. Ball

    Title:           President

    


    


    INFRARED
SYSTEMS INTERNATIONAL

    


    


    


    By:           

    Name:         Gary
E. Ball

    Title:           President

    


    


    TAKE
FLIGHT EQUITIES, INC.

    


    


    


    By:           

    Name:         William  M.
Wright III

    Title:           President

    


    


    


    


    _____________________________________

    WILLIAM
M. WRIGHT III

    


    


    


    


    


    _________________________________

    GARY
E. BALL

    


    Page
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