ASSET
PURCHASE AGREEMENT





THIS
ASSET PURCHASE AGREEMENT (this "Agreement") is made this 14th day of January,
2009 by and between RemoteMDx, Inc., a Utah corporation having an office at 150
West Civic Center Drive, Suite 400, Sandy, Utah 84070 ("Parent"), SecureAlert
Enterprise Solutions, Inc., a Utah corporation having an office at 150 West
Civic Center Drive, Suite 400, Sandy, Utah 84070 (“Buyer”), Bishop Rock
Software, Inc., a California corporation having an office at 22222 Eucalyptus
Lane, Lake Forest, California 92630 ("Seller"), and Peter C. Sarna, II, Sol
Lizarbram, Steven Florek, Clydesdale Partners I, LLC, a Delaware limited
liability company, and Clydesdale Partners II, LLC, a Delaware limited liability
company (each a “Stockholder” and collectively “Stockholders”), with reference
to the following:





A.         Seller
desires to sell and Buyer desires to purchase substantially all of the assets of
Seller used in the operation of Seller’s software subscription business (the
“Business”), on the terms and conditions hereinafter set forth.





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





1.         SALE OF ASSETS; ASSUMPTION
OF LIABILITIES





1.1       Sale of
Assets.  (a)  Purchased
Assets.  At the Closing (as defined in Section 1.3 below),
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall accept and purchase, all of Seller's right, title and interest in and to
all the tangible and intangible assets of Seller as of the Closing (the
“Purchased Assets”), insofar as they relate to, are used in or are necessary for
the operation of the Business as it is presently conducted and as reflected in
Seller’s balance sheet as of September 30, 2008 attached hereto as Exhibit A (the
"Balance Sheet") and/or the List of Purchased Assets attached hereto as Exhibit B, including,
without limitation, the Assumed Contracts (as defined in Section 2.1(f) below),
all furniture, fixtures and equipment, all work in process, inventory and stock
in trade, all computer hardware, peripherals and software, all service parts,
vehicles and machinery, all accounts receivable, goodwill, customer order
backlog, purchase orders, sales leads, customer lists and customer agreements,
all engineering files, specifications and drawings, technology, trademarks,
trade names, trade secrets, formulae, know-how, processes, patents, patent
licenses and techniques, all of Seller's operating permits, licenses
and  governmental authorizations necessary to conduct the Business as
presently conducted, all of Seller's prepaid expenses and deposits with respect
to the Purchased Assets (the "Prepaid Amounts"), and copies of all of Seller's
books and records that relate to the Purchased Assets.





(b)        Excluded
Assets.  Notwithstanding the foregoing, Buyer shall not
purchase, and Seller shall not be deemed to sell, Seller’s cash or cash
equivalents (the “Excluded Assets”).





1.2       Assumption of
Liabilities.  At the Closing, Buyer shall not assume, nor does
Buyer agree to pay, any debts, liabilities or obligations of Seller of any kind
whatsoever, except for Seller’s accounts payable as of the Closing Date as set
forth on Exhibit
C attached hereto in an amount not to exceed $80,798, that certain lease
for Dell computer equipment requiring monthly payments after the Closing of
approximately $200, and the liabilities arising from and after the Closing under
the Assumed Contracts (the “Included Liabilities”).  In particular,
and without limiting the generality of the foregoing, Buyer shall not assume,
and the Included Liabilities shall not include, any liability for any accounts
payable as of the Closing Date in excess of $80,798, any other liabilities
reflected on the Balance Sheet, any obligations to pay or contribute any sums to
any pension or retirement or similar plan, any compensation or severance or
other benefits of any kind due to employees of Seller through the Closing Date
(except as set forth on Exhibit C) or as the
result of the Closing, or any tax liabilities.  All of the foregoing,
and any other liabilities of Seller, known or unknown, that are not identified
herein as Included Liabilities, shall be the responsibility of Seller, and
Seller and Stockholders agree to indemnify and hold Buyer harmless against any
and all such liabilities, as provided in Section 5 below.











1.3       Closing.  The
closing of the purchase and sale of the Purchased Assets (the "Closing") will
take place on January 14, 2009 (the "Closing Date") at the offices of Parent,
unless another date or place is agreed to in writing by the parties
hereto.





(a)        Seller
Deliveries.  Seller shall deliver to Buyer at the Closing: (i)
a properly executed Bill of Sale in the form attached hereto as Exhibit D; (ii) such
other documents and instruments of conveyance of title, in form reasonably
acceptable to Buyer, sufficient to pass good and marketable title to the
Purchased Assets to Buyer, free and clear of all liens or encumbrances of any
type or nature other than the lien for personal property taxes not yet due and
payable; and (iii) consents executed by all necessary parties to permit Buyer to
assume the Licenses and Seller's interest in the Assumed Contracts.




(b)       
Buyer Deliveries. Buyer shall
deliver the Parent Shares (as defined in Section 1.4
below) to Seller immediately upon Parent’s obtaining stockholder authorization
and regulatory approval to increase its authorized capital stock in an amount
necessary to issue the Parent Shares but in no event later than March 31,
2009.
 
 1.4      
The Purchase Price. The purchase price for the Purchased Assets (the "Purchase
Price") shall equal the sum of (a) 2,857,286 shares of Parent’s Common Stock
(the “Parent Shares”), plus (b) assumption of the Included Liabilities. All
property taxes and prepaid rent, license and registration fees with respect to
the Purchased Assets, insurance premiums and similar items, other than the
Prepaid Amounts, will be prorated as of the Closing. The Purchase Price shall be
paid as follows: the Included Liabilities shall be assumed at the Closing and
paid in accordance with the terms of the Assumed Contracts, and the Parent
Shares shall be issued and delivered by March 31, 2009 in accordance with
Section 1.3(b) above. None of the Parent Shares will be registered with the
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended (the Act”), or any state securities agency. Subject to Section 5.4
below, Seller will distribute the Parent Shares to Stockholders in accordance
with Section 368(a)(2)(G) of the Internal Revenue Code of 1986, as amended (the
“Code”).





1.5       Tax
Treatment.  It is the intention of the parties that the
transactions contemplated herein shall constitute for tax purposes a tax
deferred "reorganization" within the meaning of Section 368(a)(1)(C) of the
Code.  The parties agree to take no position at any time which is
inconsistent with such intention, except as otherwise required by
law.  It is understood that none of the parties warrants to any of the
others that the intended treatment will be obtained.





1.6       Further
Cooperation.  From time to time after the Closing, Seller and
Stockholders at Buyer's request and without further consideration, agree to
execute and deliver or to cause to be executed and delivered such other
instruments of transfer as Buyer may reasonably request to transfer to Buyer
more effectively the right, title and interest in or to the Purchased Assets and
to take or cause to be taken such further or other action as may reasonably be
necessary or appropriate in order to effectuate the transactions contemplated by
this Agreement.





2.         REPRESENTATIONS AND
WARRANTIES





2.1       Representations and
Warranties of Seller.  Seller and Stockholders represent and
warrant to, and agree with, Parent and Buyer as follows:





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(a)        Organization.  Seller
is a corporation duly organized, validly existing and in good standing under the
laws of the State of California.




(b)        Authority To Do
Business.  Seller has the requisite corporate power and
authority and is in possession of all licenses, permits, consents and approvals
necessary to own, lease and operate the Purchased Assets and to carry on the
Business as it is now being conducted.  Seller is duly qualified or
licensed to do business, and is in good standing, in each jurisdiction where the
failure to do so would be materially adverse to Seller or the
Business.





(c)        Binding
Obligation.  Seller and each Stockholder have all requisite
corporate and other power and authority to enter into and perform its
obligations under this Agreement, and to carry out the transactions contemplated
hereby and thereby.  The Board of Directors of Seller has duly
authorized the execution and delivery of this Agreement and the transactions
contemplated hereby, and no other proceedings on the part of Seller or any
Stockholder are necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Seller and Stockholders and constitutes a valid and binding obligation of Seller
and each Stockholder enforceable in accordance with its terms.  The
execution, delivery and performance by Seller and each Stockholder of this
Agreement do not and will not conflict with, or result in any violation of or
default under (i) any provision of the Articles of Incorporation or Bylaws of
Seller, (ii) any provision of any ordinance, rule, regulation, judgment, order,
decree, agreement, instrument or license applicable to Seller or any Stockholder
or to any of its properties or assets, or (iii) any contract, agreement or
instrument to which Seller or any Stockholder is a party.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, is required by or with
respect to Seller or any Stockholder in connection with its execution, delivery
or performance of this Agreement.





(d)        Inventories.  All
inventories included in the Purchased Assets have been or will be valued at the
lower of cost or market in accordance with generally accepted accounting
principles consistently applied (“GAAP”), and consist of items of a quantity and
quality that are usable or salable in the ordinary course of the
Business.





(e)        Title to
Property.  Except for the lien for personal property taxes not
yet due, Seller has good and marketable title to all of the Purchased Assets, in
each case free and clear of all mortgages, liens, security interests, pledges,
charges or encumbrances of any nature whatsoever.





(f)    
    Contracts.  Except
for the contracts described on Schedule 2.1(f)
(collectively, the "Contracts"), Seller is not a party to or bound by any lease,
agreement, contract or other commitment which relates in any way to the Business
or the Purchased Assets.  Each Contract is a valid and binding
obligation of Seller and is in full force and effect.  Seller has
performed all material obligations required to be performed by it to date under
the Contracts, is not (with or without the lapse of time or the giving of
notice, or both) in breach or default in any material respect thereunder and is
not alleged to be in breach or default in any material respect
thereunder.  All Contracts are in the name of Seller, and all
Contracts that are to be assumed by Buyer as of the Closing as set forth under
the heading “Assumed Contracts” on Schedule 2.1(f) (the
“Assumed Contracts”) will be effectively transferred to and assumed by Buyer at
the time of the Closing.





(g)        Litigation.  There
are no lawsuits, claims, proceedings or investigations pending or threatened by
or against or affecting Seller, Stockholder or any of their properties, assets,
operations or business that could in any way affect the transactions
contemplated by this Agreement or the value to Buyer of the Purchased Assets or
Buyer's right to utilize the Purchased Assets.





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(h)        Licenses.  Schedule 2.1(h)
contains a true and correct listing of each license, permit or other
governmental authorization (collectively hereinafter referred to as the
"Licenses") held by Seller that in any way affects the Purchased
Assets.  The Licenses constitute all licenses, permits and other
governmental authorizations that are required for the conduct of the Business
and the operation of the Purchased Assets, and all such Licenses are in full
force and effect and will be effectively transferred to Buyer at the
Closing.




(i)         Employee and Related
Matters.  There are no employment-related claims, actions,
proceedings or investigations pending or threatened against or relating to
Seller before any court, governmental, regulatory or administrative authority or
body, or arbitrator or arbitration panel.  Seller is not subject to
any outstanding order, writ, judgment, injunction, decision, award, compliance
order, consent decree, conciliation agreement, settlement agreement, affirmative
action plan, determination letter or advisory of any court, governmental,
regulatory or administrative authority or body, or arbitrator or arbitration
panel.  No collective bargaining agreement is binding on Seller.
Seller has not experienced any material work stoppage or other material labor
difficulty.





(j)         Absence of Changes or
Events.  Since September 30, 2008, the Business has been
conducted in the ordinary course and there has not been any material adverse
change in the financial condition, results of operations, business or assets of
the Business or the value or condition of the Purchased
Assets.  Without limiting the generality of the foregoing, since
September 30, 2008 Seller has not, insofar as the Business or the Purchased
Assets are concerned, acquired or agreed to acquire any assets which are
material, individually or in the aggregate, to Seller, except in the ordinary
course of business consistent with prior practice; sold, leased or otherwise
disposed of any of its assets which are material, individually or in the
aggregate, to Seller, except in the ordinary course of business consistent with
prior practice; or sustained any material loss or damage to its properties,
whether or not insured.





(k)        Compliance with
Laws.  Seller is not in violation with respect to its conduct
of the Business or its operation of the Purchased Assets of any law, order,
ordinance, rule or regulation of any governmental authority applicable to
Seller.





(l)         No Broker's or Finder's
Fees.  No agent, broker, investment banker, person or firm
acting on behalf of Seller or any Stockholder is or will be entitled to any
broker's or finder's fee or any other commission or similar fee in connection
with any of the transactions contemplated hereby.





(m)       Employee Benefit
Plans.  There are no plans of Seller in effect for pension,
profit sharing, deferred compensation, severance pay, pay for vacation, sick
time or other time off, bonuses, stock options, stock purchases, or any other
form of retirement or deferred benefit, or for any health, accident or other
welfare plan, as to which Buyer will become liable as a result of the
transactions contemplated hereby.





(n)        Customers.  Schedule 2.1(n)
contains a true and correct list of Seller's largest twenty (20) customers in
the Business for 2008.  Seller has no information which would cause it
to believe that any such customer will not continue to do business with Buyer
after the Closing upon substantially the same terms and at such volumes as such
customer did business with Seller prior to the Closing.





(o)       Condition of
Equipment.  The furniture, fixtures, vehicles, machinery, tools
and equipment included in the Purchased Assets are being sold AS
IS.





(p)        Trademarks and Other
Intellectual Property.  Except as set forth in Schedule 2.1(p),
there are no patents, trademarks, service marks, trade names, copyrights, or
applications therefor or registrations thereof ("Intellectual Property"), which
have been used or owned within the last three years by Seller with respect to
the Business.  Schedule 2.1(p)
contains a true and complete description of the rights of Seller with respect to
each of such items of Intellectual Property.  Except as set forth in
Schedule
2.1(p), Seller has sole, full and clear title to all of such items of
Intellectual Property, without any liens, encumbrances or restrictions
whatsoever, and upon closing of the transactions contemplated hereby, Buyer will
possess sole, full and clear title to all of such items of Intellectual
Property, without any liens, encumbrances or restrictions
whatsoever.  To the best of its knowledge, Seller is not and, during
the last two years, has not, with respect to the Business or the Purchased
Assets (i) infringed or violated any trademark, service mark, trade name, patent
or copyright or other Intellectual Property right; or (ii) unlawfully or
improperly used any trade secrets belonging to any third party.





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(q)        Software and Information
Systems.  For purposes of this Section 2.1(q), the term
“Software” means all computer software programs, program specifications, charts,
procedures, source codes (including annotations), object codes, input data,
diagnostic and other routines, data bases and report layouts and formats, record
file layouts, diagrams, functional specifications and narrative descriptions and
flow charts owned or used by Seller or employed in the Business.  For
the purposes of this Section 2.1(q), the term “computer software programs”
includes any set of arithmetic and/or logical instructions meant to run on, or
to control the operation of any computer (i) whether those instructions are a
complete program, a collection of programs making up a subsystem or system, or
are merely subroutines or meant to operate in conjunction with other software,
and (ii) whether such instructions must be run throughout another computer
program before being useable on a computer, whether such instructions can be
used at execution time only in conjunction with another computer program (i.e.,
an “interpreter”) or whether such instructions are in a form that can be run on
a computer “as is”, except for any necessary interfaces with the computer’s
microcode, operating system or reference-resolving routines.





Schedule 2.1(q) sets
forth an accurate, correct and complete list and summary description of all
Software and identifies specifically (A) Software as to which the source code is
owned by Seller (“Owned Software”); (B) software which is licensed to Seller by
third parties and as to which Seller is in possession of the source code; (C)
Software which is licensed to Seller by third parties but as to which Seller
does not have possession of the source code; (D) Software purchased by or
licensed to Seller solely for resale or sublicense to its customers or which a
third party licenses or sells directly to such customers; (E) Software in which
Seller has any use, possessory or proprietary rights other than as set forth in
(A) through (D) above (Software described in the foregoing subsections (B)
through (E) being referred to collectively as the “Third Party Software”); (F)
any other Software employed in the Business which is not Owned Software or Third
Party Software, other than so called “shrink wrap” Software which in any event
is not a component of the Software license or sold to Seller’s customers; (G) in
each case whether the particular component of Software is employed in the
Software licensed or sold by Seller to its customers; and (H) all Software
development projects undertaken within the past two years with persons other
than employees, together with an identification of the persons undertaking such
projects.  Schedule 2.1(q) also
identifies all licenses, contracts and other arrangements with respect to the
Third Party Software (collectively the “Third Party Licenses”).





(r)         Environmental
Matters.  (i) There have been no private or governmental
claims, citations, complaints, notices of violation or letters made, issued to
or threatened against Seller by any governmental entity or private or other
party for the impairment or diminution of, or damage, injury or other adverse
effects to, the environment or public health resulting, in whole or in part,
from the ownership, use or operation of the Business.





(ii)        Seller
has duly complied with, and the Property is in compliance with, the provisions
of all material federal, state and local environmental, health and safety laws,
codes and ordinances and all rules and regulations promulgated thereunder
applicable to Seller.  Seller agrees to provide Buyer with the most
recent Fire Marshal’s report and to identify the licensed hazardous waste hauler
used to dispose of any hazardous materials.




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(iii)        Seller
has been issued all required federal, state and local permits, licenses,
certificates and approvals with respect to the Property relating to (A) air
emissions, (B) discharges to surface water or groundwater, (C) noise
emissions, (D) solid or liquid waste disposal, (E) the use,
generation, storage, transportation or disposal of hazardous materials or
hazardous wastes, or (F) other environmental, health or safety
matters.





(iv)        Seller
has not received any notice of, and neither knows of nor suspects, any fact(s)
which might constitute violation(s) of any federal, state or local
environmental, health or safety laws, codes or ordinances, and any rules or
regulations promulgated thereunder, which relate to the use, ownership or
occupancy of the Property, and Seller is not in violation of any covenants,
conditions, easements, rights of way or restrictions affecting the Property or
any rights appurtenant thereto.





(v)        Seller
has provided Buyer with true, accurate and complete copies of any written
information in the possession of Seller that pertains to the environmental
history of the Property. Seller shall also promptly furnish to Buyer true,
accurate and complete copies of any sampling and test results which may be
obtained by Seller prior to the Closing from all environmental and/or health
samples and tests taken at and around the Property.





(s)        Financial
Information.  Attached as Schedule 2.1(s) are
the Balance Sheet and Seller’s balance sheets as of December 31, 2006 and 2007
and September 30, 2008, and income statements for the periods then ended
(collectively, the “Financial Statements”).  The Financial Statements
have been prepared in accordance with GAAP, present fairly the financial
condition of Seller as of the respective dates thereof and the performance of
Seller for the respective periods therein, are correct and complete, and are
consistent with the books and records of Seller (which books and records are
correct and complete).





(t)       
 Absence of
Undisclosed Liabilities.  Neither Seller nor any Stockholder
has any liabilities or obligations in connection with the Business or the
Purchased Assets, either direct or indirect, matured or unmatured, or absolute,
contingent or otherwise, except: (i) those liabilities or obligations set
forth in the Balance Sheet, and (ii) liabilities and obligations of a
similar nature arising in the ordinary course of the Business since the date of
the Balance Sheet.  For purposes of this Agreement, the term
"liabilities" shall include, without limitation, any direct or indirect
indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost,
expense, obligation or responsibility, fixed or unfixed, known or unknown,
asserted or unasserted, liquidated or unliquidated, secured or
unsecured.





(u)        Taxes.  There
are no taxes on or measured by income or gross receipts or franchise, real and
personal property, employment, excise, sales and use or other taxes of any kind
properly attributable to periods up to and including the Closing for which Buyer
could be held liable which have not been or will not (prior to the Closing) be
paid by Seller.  Seller will pay all said taxes attributable to
periods up to and including the Closing whenever assessed and Seller and each
Stockholder will indemnify Buyer for any costs, expenses, fees or charges
whatsoever incurred by Buyer in connection therewith, all as more fully provided
in Section 5 below.





(v)        Insurance.  Schedule 2.1(v)
contains an accurate and complete description of all policies of fire,
liability, worker's compensation and other forms of insurance owned or held by
Seller in connection with the Business or the Purchased Assets.  All
such policies are in full force and effect; are sufficient for compliance with
all requirements of law and of all agreements to which Seller is a party; are
valid, outstanding and enforceable policies; provide full insurance coverage for
the assets and operations of Seller; will remain in full force and effect
through the respective dates set forth in Schedule 2.1(v); and
will not in any way be affected by, or terminate or lapse by reason of, the
transactions contemplated by this Agreement.





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2.2       Representations and
Warranties of Buyer.  Buyer represents and warrants to, and
agrees with, Seller and Stockholders as follows:





(a)        Organization.  Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Utah.





(b)        Authority To Do
Business.  Buyer has all requisite power and authority to own
or lease and operate its properties and to carry on its business as now
conducted.





(c)        Binding
Obligation.  Buyer has all requisite corporate and other power
and authority to enter into and perform its obligations under this
Agreement.  All corporate acts and other proceedings required to be
taken by Buyer to authorize the execution, delivery and performance by Buyer of
this Agreement, and the transactions contemplated hereby, have been duly and
properly taken.  This Agreement has been duly executed and delivered
by Buyer and constitutes the legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms.  The
execution, delivery and performance by Buyer of this Agreement do not and will
not conflict with, or result in any violation of or default under any provision
of the Articles of Incorporation or Bylaws of Buyer, any provision of any law,
ordinance, rule, regulation, judgment, order, decree, agreement, instrument or
license applicable to Buyer or to its property or assets, or any contract,
agreement or instrument to which Buyer is a party.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, is required by or with
respect to Buyer in connection with its execution, delivery or performance of
this Agreement.





(d)        Litigation.  There
are no lawsuits, claims, proceedings or investigations pending or, to the best
knowledge of Buyer, threatened by or against or affecting Buyer or any of its
properties, assets, operations or business which could in any way affect the
transactions contemplated by this Agreement.





(e)        Compliance with
Laws.  Buyer is not in violation with respect to the conduct of
its business of any law, order, ordinance, rule or regulation of any
governmental authority applicable to Buyer.





(f)         No Broker's or Finder's
Fees.  No agent, broker, investment banker, person or firm
acting on behalf of Buyer is or will be entitled to any broker's or finder's fee
or any other commission or similar fee in connection with any of the
transactions contemplated hereby.





2.3       Representations and
Warranties of Parent.  Parent represents and warrants to, and
agrees with, Seller and Stockholders as follows:





(a)        Organization.  Parent
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Utah.





(b)        Authority To Do
Business.  Parent has all requisite power and authority to own
or lease and operate its properties and to carry on its business as now
conducted.





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(c)        Binding
Obligation.  Parent has all requisite corporate and other power
and authority to enter into and perform its obligations under this
Agreement.  All corporate acts and other proceedings required to be
taken by Parent to authorize the execution, delivery and performance by Parent
of this Agreement, and the transactions contemplated hereby, have been duly and
properly taken.  This Agreement has been duly executed and delivered
by Parent and constitutes the legal, valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms.  The
execution, delivery and performance by Parent of this Agreement do not and will
not conflict with, or result in any violation of or default under any provision
of the Articles of Incorporation or Bylaws of Parent, any provision of any law,
ordinance, rule, regulation, judgment, order, decree, agreement, instrument or
license applicable to Parent or to its property or assets, or any contract,
agreement or instrument to which Parent is a party.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, is required by or with
respect to Parent in connection with its execution, delivery or performance of
this Agreement.


(d)        Litigation.  There
are no lawsuits, claims, proceedings or investigations pending or, to the best
knowledge of Parent, threatened by or against or affecting Parent or any of its
properties, assets, operations or business which could in any way affect the
transactions contemplated by this Agreement.





(e)        Compliance with
Laws.  Parent is not in violation with respect to the conduct
of its business of any law, order, ordinance, rule or regulation of any
governmental authority applicable to Parent.





(f)       
 No Broker's or
Finder's Fees.  No agent, broker, investment banker, person or
firm acting on behalf of Parent is or will be entitled to any broker's or
finder's fee or any other commission or similar fee in connection with any of
the transactions contemplated hereby.





3.         COVENANTS





3.1       Ordinary
Course.  Seller hereby agrees that, pending the Closing Date,
and except as otherwise consented to or approved by Buyer in writing, Seller
shall carry on the Business in the ordinary course in substantially the same
manner as heretofore conducted and, to the extent consistent with such Business,
use all reasonable efforts consistent with past practice and policies to
preserve intact the present organization of the Business, keep available the
services of the present officers and key employees of the Business, and preserve
the relationships with customers, suppliers and others having business dealings
with the Business to the end that the goodwill and ongoing business of the
Business shall be materially unimpaired as a result of the transactions
contemplated hereby.





3.2       Access to
Information.  Seller shall provide Buyer and Buyer’s attorneys,
accountants and other representatives access at all reasonable times during
business hours upon reasonable notice to all facilities, corporate, financial,
tax and business records, contracts and other related business information of
Seller, including financial statements, which may be necessary or appropriate to
permit Buyer and its representatives to conduct a due diligence review of
Seller, the Business and the Purchased Assets.  Any investigation
shall be conducted by Buyer in a manner so as not to interfere unreasonably with
the business or operations of Seller.  Buyer and its agents, attorneys
and accountants shall hold, and cause its officers and representatives to hold,
all documents and information furnished to it by Seller, including all notes and
analyses thereof made by Buyer and its representatives (the "Evaluation
Materials"), in confidence, unless disclosure is compelled by judicial or
administrative process, in which case Buyer shall promptly notify Seller in
order that Seller may seek a protective order or similar relief; provided,
however, that information Buyer demonstrates was in the public domain or
otherwise independently known by it or its representatives without breach of
Seller's rights of confidentiality on the date hereof shall not be subject to
this covenant.  If the transactions contemplated hereby are not
consummated, Buyer shall promptly return to Seller any and all Evaluation
Materials and shall destroy all copies thereof made by Buyer or any of its
representatives.




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3.3      
Legal Conditions. Each party
will take all reasonable actions necessary to comply promptly with all legal
requirements that may be imposed on such party with respect to the transactions
contemplated hereby and will promptly cooperate with and furnish information to
the other parties in connection with any such requirements imposed upon Buyer in
connection with the transactions contemplated hereby. Each party will take all
reasonable actions to obtain (and to cooperate with the other parties in
obtaining) any consent, authorization, order or approval of, or any exemption
by, any governmental agency, commission, board, authority, court or other entity
(a "Governmental Entity"), or other third party, required to be obtained or made
by such party in connection with the transactions contemplated hereby or the
taking of any action contemplated thereby or by this
Agreement.




3.4       Taxes and
Expenses.  All applicable taxes with respect to the
transactions contemplated hereby shall be borne by the party upon which such
taxes are incident.  Whether or not the transactions contemplated
hereby are consummated, each party shall bear all legal, accounting and other
costs, fees and expenses incurred by such party in connection with such
transactions and this Agreement.





3.5       Cooperation.  Subject
to the terms and conditions of this Agreement, each of the parties hereto agrees
to use all reasonable efforts to take, or cause to be taken, all reasonable
actions and to do, or cause to be done, all things reasonably necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement.





3.6        Non-Competition.  For
a period of five (5) years after the Closing, neither Seller nor any Stockholder
shall, directly or indirectly, carry on or participate or engage in any business
that is competitive with or similar to the Business as conducted by Seller as of
the Closing anywhere in the world where Seller conducts the Business; provided,
however, that this Section shall not prevent (a) Mr. Florek from fulfilling the
terms of his Employment Agreement (as defined in Section 4.3(c) below), (b)
Seller or any Stockholder from owning up to two percent (2%) of the total shares
of all classes of stock outstanding of any corporation the stock of which is
publicly traded, or (c) Clydesdale Partners I, LLC or Clydesdale Partners II,
LLC from investing in any business of any type.  It is the desire and
intent of the parties that this Section 3.6 shall be enforced to the fullest
extent permissible under applicable law.  If any particular provision
or portion of such Section shall be adjudicated to be invalid or unenforceable,
the court having jurisdiction shall be entitled to amend such Section to delete
therefrom such invalid or unenforceable provision or portion and to enforce the
balance of said Section.  If there is a breach or threatened breach of
such Section, Buyer shall be entitled to an injunction restraining the party
breaching or threatening breach, as the case may be, from such breach, without
the posting of any bond or other security, provided that nothing herein shall be
construed as prohibiting Buyer from pursuing any other remedies for such breach
or threatened breach.  The undertakings and covenants of Seller and
each Stockholder contained in this Section 3.6 are an integral part of the
transactions contemplated by this Agreement and the consideration paid by Buyer
pursuant to this Agreement shall be consideration not only for such transactions
but also for such undertakings and covenants.





3.7     
  Labor and
Employment Matters.  At or prior to Closing, Seller shall give
appropriate and sufficient notification, as may be required by both law and
contract, to all of its employees of the transactions contemplated hereby and of
the termination of their employment.  Seller shall make no promises,
representations or guarantees to its employees about the possibility of their
being hired or employed by Buyer or Buyer's agents or subcontractors, except as
set forth below in this Section 3.7.  At Closing, Buyer will offer to
hire those of Seller’s employees selected by Buyer on the terms and conditions
agreeable to Buyer and the relevant employees.  Buyer shall not assume
any employment contracts or any obligations arising out of any employment
contracts, express or implied, oral or written, individual or collective,
between Seller and any of Seller's employees.  Nor shall Buyer assume
any obligations arising out of any pension benefit, employee welfare benefit,
bonus, deferred compensation, severance pay, pay for vacation, sick time or
other time off, stock purchase, stock option, severance, fringe benefit, medical
insurance, life insurance or similar plan, policy or program of Seller, whether
or not covered or excluded from coverage under the Employee Retirement Income
Security Act of 1974, as amended (ERISA).  Seller shall be solely
responsible for complying with all of its obligations, if any, to its employees,
including the payment of accrued wages, vacation pay, severance and other
benefits and compliance with the provisions of ERISA, the Multi-Employer Pension
Plan Amendments Act of 1980 (MPPAA), the Consolidated Omnibus Budget
Reconciliation Act (COBRA), and the Worker Adjustment and Retraining
Notification Act (WARN).





9




3.8       Use of Names, Trade Names
and Trademarks.  As of the Closing, Seller shall discontinue
all use of the “Bishop Rock Software” and related names, and shall change its
corporate name to one that is not similar to “Bishop Rock
Software.”





3.9       No
Transactions.  Neither Seller nor any of its principals,
agents, affiliates or representatives (including any Stockholder), shall
advertise, seek, solicit, discuss, entertain, approve or undertake, directly or
indirectly, with any party other than Buyer any proposals for the transfer or
sale of the Business or the Purchased Assets, or any other transaction which is
inconsistent with the transactions contemplated hereby.





3.10     Confidentiality; Press
Releases.  Each of the parties shall maintain the
confidentiality of the existence and terms of this Agreement, and no party shall
issue a press release or other publicity announcing the sale of the Purchased
Assets or any other aspect of the transactions contemplated hereby, prior to the
Closing without the prior written approval of the other party or parties, unless
such disclosure is required by applicable law, to such party’s attorneys and
other advisors, and except as provided in Section 3.7 above.





3.11     Access to
Information.  From and after the Closing, each of Seller and
Buyer shall allow the other reasonable access on advance notice to the tax,
accounting and other records relating to its conduct of the Business and its
operation of the Purchased Assets for use in connection with tax audits and the
like.




3.12     Operation of Buyer. From and after the
Closing, and for a reasonable period in Parent’s discretion, Parent will
capitalize Buyer with $15,000 in cash per month to fund the operations of Buyer
under the direction of Mr. Florek in accordance with the terms of his Employment
Agreement (as definedin Section 4.3(c)
below).


4.         CONDITIONS PRECEDENT AND
SUBSEQUENT





4.1       Conditions to Each Party's
Obligations.  The respective obligations of each party
hereunder shall be subject to the satisfaction prior to the Closing Date of the
following conditions:





(a)        Approvals.  All
authorizations, consents, orders or approvals of, or declarations or filings
with, or expiration of waiting periods imposed by, any Governmental Entity, and
all consents of any third parties necessary for the consummation of the
transactions contemplated by this Agreement, shall have been filed, occurred or
been obtained.





(b)        Legal
Action.  No action, suit or proceeding shall have been
instituted or threatened before any court or governmental body seeking to
challenge or restrain the transactions contemplated hereby.





(c)        Statutes.  No
statute, rule or regulation shall have been enacted by the government of the
United States or any state or agency thereof which would make the consummation
of the transactions contemplated hereby illegal.





10





4.2       Additional Conditions to
Parent and Buyer's Obligations.  The obligations of Parent and
Buyer to effect the transactions contemplated hereby are also subject to the
satisfaction of the following conditions:





(a)        Representations and
Warranties.  The representations and warranties of Seller and
each Stockholder set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date, and Buyer shall have received a
certificate signed by the President of Seller and by each Stockholder to such
effect.





(b)        Agreements and
Covenants.  Seller and each Stockholder shall have performed or
complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by them on or prior to the
Closing Date, and Buyer shall have received a certificate signed by the
President of Seller and by each Stockholder to such effect.





(c)        Key
Employees.  All such employees of Seller as Buyer shall
consider key employees of the Business shall have agreed to become employees of
Buyer on the Closing Date on terms satisfactory to Buyer and such
employees.





(d)        Due
Diligence.  Buyer shall be satisfied with the results of its
due diligence conducted pursuant to Section 3.2 above.





(e)        No Material Adverse
Change.  Since September 30, 2008, there shall have been no
material adverse change in the financial condition, results of operations,
business, assets or prospects of Seller insofar as they relate to the Business
or the Purchased Assets.





4.3        Additional Conditions to
Obligations of Seller and Stockholders.  The obligations of
Seller and each Stockholder to effect the transactions contemplated hereby are
also subject to the satisfaction of the following conditions:





(a)        Representations and
Warranties.  The representations and warranties of Buyer and
Parent set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date, and Seller shall have received a certificate
signed by the President of Buyer and the President of Parent to such
effect.





(b)        Agreements and
Covenants.  Buyer and Parent shall each have performed or
complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date, and Seller shall have received a certificate signed by the President of
Buyer and the President of Parent to such effect.


(c)       
Key Employee. Buyer shall have
entered into an employment agreement with Steven Florek in the form of Exhibit E
attached hereto (the “Employment Agreement”). Parent shall have granted Mr.
Florek a fully-vested stock option under Parent’s employee stock option plan to
purchase up to 642,714 shares of Parent’s Common Stock at an aggregate exercise
price of $60,000 and having a twoyear term in substitution of Mr. Florek’s
existing option to purchase 2,000,000 shares of Seller’s Common Stock. Such
option shall constitute an incentive stock option under Section 422 of the Code
and is referred to hereinafter as the “Option.”


11




4.4      
Condition Subsequent.
Notwithstanding any provision herein to the contrary, in the event that Parent
shall not have issued and delivered the Parent Shares to Seller by March 31,
2009, Seller shall have the right to terminate and rescind this Agreement and
all of the actions contemplated or taken hereunder by written notice to Parent
given by April 15, 2009, in which case neither this Agreement nor any of such
actions shall have any legal effect.


5.         INDEMNIFICATION





5.1       Indemnification by Seller
and Stockholders.  Except as hereinafter set forth, Seller and
each Stockholder shall indemnify and hold harmless on an after-tax basis Buyer
and Parent and each of its successors, assigns, officers, directors,
shareholders, employees and agents, against, and in respect of, any and all
damages, claims, losses, liabilities and expenses, including, without
limitation, reasonable legal, accounting and other expenses, which may arise out
of: (a) any breach or violation of this Agreement by Seller or any
Stockholder; (b) any breach of any of the representations, warranties or
covenants made in this Agreement by Seller or any Stockholder; or
(c) Seller's conduct of the Business or use or operation of the Purchased
Assets prior to the Closing; provided however, that Seller and Stockholders
shall be liable for indemnification hereunder only when, and only with respect
to amounts by which, the aggregate of all claims exceeds $20,000 (other than
liabilities that are not Included Liabilities, which are not subject to this
threshold), and shall not be liable for an aggregate amount of all claims in
excess of the Parent Shares and the Option (valued at the per share closing
price of Parent’s Common Stock on the Closing Date).  The amount of
any claim subject to Indemnification under this Section 5.1 may be referred to
as a “Seller Indemnification Amount.”  Subject to Section 5.3(c)
below, (A) Indemnification under this Section 5.1 shall be (i) joint and several
as between Seller and all Stockholders, but (ii) strictly several, and not
joint, as between Stockholders based on Stockholders’ respective numbers of
shares and options in Seller’s capital stock immediately prior to Closing, and
(B) all Seller Indemnification Amounts shall be recovered exclusively from the
Parent Shares and the Option in accordance with Section 5.4 below.





5.2       Indemnification by Buyer and
Parent.  Except as hereinafter set forth, Buyer and Parent
shall jointly and severally indemnify and hold harmless on an after-tax basis
Seller and each Stockholder, and each if their respective successors, assigns,
officers, directors, shareholders, employees and agents, against, and in respect
of, any and all damages, claims, losses, liabilities and expenses, including,
without limitation, reasonable legal, accounting and other expenses, which may
arise out of: (a) any breach or violation of this Agreement by Buyer or
Parent; (b) any breach of any of the representations, warranties or
covenants made in this Agreement by Buyer or Parent; or (c) Buyer or
Parent's use or operation of the Purchased Assets after the Closing (including
the Included Liabilities); provided however, that Buyer shall be liable for
indemnification hereunder only when, and only with respect to amounts by which,
the aggregate of all claims exceeds $20,000 (other than payment of the Purchase
Price, including assumption of the Included Liabilities, which are not subject
to this threshold), and shall not be liable for an aggregate amount of such
claims in excess of the Parent Shares and the Option (valued at the per share
closing price of Parent’s Common Stock on the Closing Date).





5.3       Procedure.  (a)  In
the event that at any time or from time to time after the Closing, any person or
persons entitled to indemnification under Section 5.1 or 5.2 above
(collectively, the "Indemnitee") shall sustain a loss which constitutes a claim
subject to indemnification under either of such Sections (a "Claim"), such
Indemnitee shall notify the party required to provide indemnity (the
"Indemnitor") of such loss so sustained, and the Indemnitor shall within ten
(10) days after transmittal of such notice pay to such Indemnitee the amount of
such loss so sustained, subject to the Indemnitor's right to contest any Claim
which has not yet resulted in a loss, as hereinafter provided.  Each
Indemnitee shall promptly notify the Indemnitor of the existence of any claim,
demand, or other matter constituting a Claim involving liabilities to third
parties (but the omission to so notify the Indemnitor shall not relieve the
Indemnitor from any liability except to the extent that the Indemnitor shall
have been prejudiced as a result of the failure or delay),and
shall give the Indemnitor a reasonable opportunity to defend the same or
prosecute such action to conclusion or settlement satisfactory to the Indemnitor
at its own expense; provided that the Indemnitee shall at all times also have
the right to fully participate in the defense at its own expense.  If
legal proceedings shall have been commenced or a tax assessment made against the
Indemnitee on a Claim and the Indemnitor shall, within a reasonable time after
said notice, fail to defend, the Indemnitee shall have the right, but not the
obligation, to undertake the defense of, and to compromise or settle (exercising
reasonable business judgment) the Claim or other matter on behalf, for the
account, and at the risk and expense, of the Indemnitor.  Except as
provided in the preceding sentence, the Indemnitee shall not compromise or
settle the claim or other matter without the prior written consent of the
Indemnitor. If the claim is one that cannot by its nature be defended solely by
the Indemnitor, the Indemnitee shall make available all information and
assistance that the Indemnitor may reasonably request; provided that any
associated expenses shall be paid by the Indemnitor.





12




(b)        If
the Indemnitor shall contest or challenge any Claim asserted against an
Indemnitee referred to in this Section 5, the Indemnitor shall do so at its own
cost and expense, holding the Indemnitee harmless from all costs, fees,
expenses, debts, liabilities and charges in connection with such contest; shall
diligently defend against any such claim; and shall hold Indemnitee's business
and assets free and harmless from any attachment, execution, judgment, lien or
other legal process.





(c)        The
provisions of this Section 5 shall be exclusive of any other rights or remedies
at law or in equity that may accrue to an Indemnitee, except in the event of
fraud.  In the event of any Seller Indemnification Amount resulting
from fraud by Seller or any Stockholder, those Stockholders that committed the
fraud or who had actual knowledge of the fraud prior to Closing shall be jointly
and severally liable for such Seller Indemnification Amount without regard to
Section 5.4 below.





5.4       Recovery.  (a)
The Parent Shares will be held by Seller for six (6) months after the Closing
Date (and Seller will not liquidate until such period has expired) to be
surrendered to Parent (valued at the per share closing price of Parent’s Common
Stock on the Closing Date) in satisfaction of any Seller Indemnification Amount
due within six (6) months following the Closing Date.  For six (6)
months after the Closing Date, Parent shall be entitled to cancel the Option or,
to the extent Mr. Florek shall have exercised the Option, recover the Parent
shares so issued (valued in either case at the per share closing price of
Parent’s Common Stock on the Closing Date) in satisfaction of any Seller
Indemnification Amount due within six (6) months following the Closing
Date.  Notwithstanding any other provision in this Agreement other
than Section 5.3(c) above, any Seller Indemnification Amount shall be satisfied
by means of the simultaneous surrender of Parent Shares and cancellation of the
Option (and/or recovery of Parent shares issued upon exercise of the Option) on
a pro rata basis based on the number of Parent Shares issued at the Closing and
the number of shares initially subject to the Option.  If there is a
dispute regarding any Seller Indemnification Amount alleged to be due or if the
dispute out of which such Amount arises (the “Indemnified Dispute”) has not been
resolved, in no event shall any Parent Shares be surrendered to Parent (nor
shall the Option be cancelled or any shares issued on exercise thereof be
recovered) in settlement of such disputed Parent Indemnification Amount unless
and until such dispute is settled by written agreement of Seller and Parent or
final court judgment not subject to appeal.





(b) 
      If there is no dispute pending regarding a
claimed Seller Indemnification Amount and the Indemnified Dispute has been
resolved and satisfied as of the day that is six (6) months after the Closing
Date (the “Deadline”), any remaining Parent Shares may be distributed thereafter
by Seller to Stockholders.  If there is a dispute pending regarding a
claimed Seller Indemnification Amount or the Indemnified Dispute has not been
resolved and satisfied by Seller prior to the Deadline, an amount of Parent
Shares (valued at the per share closing price of Parent’s Common Stock on the
Closing Date) and a portion of the Option (or a portion of the Parent shares
issued on exercise of the Option) sufficient to satisfy such claimed Seller
Indemnification Amount ("Special Holdback") shall continue to be held by Seller
subject to surrender to Parent or shall continue to be subject to cancellation
(or recovery) by Parent for such claimed Seller Indemnification Amount incurred
with respect to the Indemnified Dispute, until such time as such Indemnified
Dispute has been settled by written agreement of the parties thereto or final
court judgment not subject to appeal, but any additional Parent Shares which do
not relate to the disputed Seller Indemnification Amount may be distributed by
Seller to Stockholders and any portion of the Option (or of the Parent shares
issued on exercise of the Option) shall cease being subject to cancellation (or
recovery) on the date of the Deadline.  Parent shall permit Seller, in
the event of a Special Holdback, to sell the Parent Shares into the market and
the proceeds of such sale shall continue to be held under this Agreement as if
such proceeds were "Parent Shares," except that such proceeds shall be
segregated and deposited in a separate account of Seller appropriately
identified over which Seller shall retain control pursuant to the terms of this
Agreement.





13





(c)        The
Parent Shares shall, until surrendered to Parent or distributed by Seller to
Stockholders pursuant to the terms hereof, remain registered in the name of
Seller, and Seller shall be entitled to vote the same and Parent will take all
reasonable steps to allow and facilitate the exercise of such
rights.  Except for tax-free dividends paid in stock declared with
respect to the Parent Shares pursuant to Section 305(a) of the Code, Seller
shall be entitled to receive any cash dividends, dividends payable in securities
or distributions of any kind made in respect of the Parent
Shares.  Any shares issued pursuant to a stock dividend or stock split
with respect to the Parent Shares shall continue to be held during the period
the Parent Shares are held by Seller pursuant hereto.  Any
certificates received by Seller on account of stock dividends or stock splits
with respect to the Parent Shares shall be held by Seller pursuant
hereto.  In the event of any meeting of stockholders of Parent during
the period for which the Parent Shares are held by Seller pursuant hereto,
Parent shall send to Seller promptly copies of any notices, proxies and proxy
material in connection with such meeting.





6.         SECURITIES LAW
MATTERS





6.1       Disposition of
Shares.  Seller and each Stockholder agrees that they will not
sell, transfer or otherwise dispose of any Parent Shares distributed to them,
except from Seller to Stockholders in accordance with Sections 1.4 and 5.4 above
or pursuant to (a) an exemption from the registration requirements under the Act
which does not require the filing by Parent with the SEC of any registration
statement, offering circular or other document, in which case, each such
transferor shall first supply to Parent an opinion of counsel (which counsel and
opinions shall be reasonably satisfactory to Parent) that such exemption is
available, or (b) an effective registration statement filed by Parent with the
SEC under the Act.





6.2       Legends.  The
certificates representing Parent Shares shall bear the following
legend:


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER THE ACT, AND IN COMPLIANCE WITH APPLICABLE
SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO, OR IN ACCORDANCE
WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.


14


Parent
may, unless a registration statement is in effect covering such shares, place
stop transfer orders with its transfer agents with respect to such certificates
in accordance with federal securities laws.
 
 6.3       Obtaining of Governmental
Approvals and Stock Exchange Listings.  Parent will (a) make
available adequate current public information with respect to Parent as is
required pursuant to Rule 144(c) in connection with the sale and transfer by
Seller or Stockholders under Rule 144 promulgated under the Act ("Rule 144")
during the one year period after the Closing, (b) direct the transfer agent of
Parent's Common Stock to remove the restrictive legend provided for in Section
6.2 and to deliver such certificates to a purchaser of Parent Shares from Seller
or any Stockholder in connection with a sale under Rule 144, and (c) cause such
shares of Parent Common Stock to be received by such purchaser to be listed on
the market where such Common Stock is then listed.




7.         AMENDMENT AND
WAIVER





7.1        Amendment.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.





7.2        Waivers.  Except
as expressly provided herein, no delay or omission to exercise any right, power
or remedy accruing to any party upon any breach or default of another party
under this Agreement shall impair any such right, power or remedy 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 Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such
writing.





8.         GENERAL
PROVISIONS





8.1        Survival of Representations,
Warranties and Agreements.  All representations, warranties and
agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing for a period of six (6) months, except as to
tax and product liability matters, the representations, warranties and
agreements as to which shall survive for the applicable statute(s) of
limitations plus ninety (90) days.





8.2        Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered if delivered personally, one (1) day after being sent by recognized
overnight courier (such as Federal express) for next day delivery, three (3)
days after being mailed by registered or certified mail (postage prepaid, return
receipt requested), or sent by email or facsimile transmission (with written
confirmation received) to the parties at the addresses set forth above (or at
such other address or number for a party as shall be specified by like notice),
except that notices after the giving of which there is a designated period
within which to perform an act and notices of changes of address or number shall
be effective only upon receipt.





8.3        Exhibits and
Schedules.  Each of the Exhibits and Schedules to this
Agreement is hereby incorporated in this Agreement by this
reference.





8.4        Interpretation.  When
a reference is made in this Agreement to Sections or Exhibits, such reference
shall be to a Section or Exhibit to this Agreement unless otherwise
indicated.  The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.





15




8.5        Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to either party.  Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.


8.6        Entire
Agreement.  This Agreement (including the Exhibits and
Schedules hereto) constitutes the entire agreement and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof.





8.7        Assignment.  This
Agreement shall not be assigned by operation of law or
otherwise.  Subject to the preceding sentence, this Agreement shall be
binding upon, and shall inure to the benefit of, the respective successors,
assigns, heirs and legal representatives of each of the parties
hereto.





8.8        Parties in
Interest.  This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement, other than Section 5 (which is intended to be for the benefit of the
Indemnitees and may be enforced by such Indemnitees).




8.9      
 Governing Law; Forum. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Utah, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof. Any action arising under or
in connection with this Agreement may be brought in any federal or state court
having jurisdiction.
  8.10      Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart.


8.11    
 Attorneys' Fees. In the
event of any dispute arising in connection with this Agreement, the prevailing
party shall be entitled to recover its reasonable attorney’s fees and costs from
the nonprevailing party or parties.


IN
WITNESS WHEREOF, Buyer, Seller and Stockholders have executed this Agreement as
of the date first written above.









SELLER
                        Bishop
      Rock Software, Inc.
                        
                        
                        By:
      _____________________
                        
                        Title:
      ____________________









16




BUYER
                                          SecureAlert
      Enterprise Solutions, Inc.
                                          
                                          
                                          By:
      _____________________
                                          
                                          Title:
      ____________________PARENT
                                          RemoteMDx,
      Inc.
                                          
                                          
                                          By:
      _____________________
                                          
                                          Title:
      ____________________STOCKHOLDERS
                                          Peter
      C. Sarna, II
                                          
                                          
                                          ____________________Sol Lizarbram
                                          
                                          
                                          ____________________Steven Florek
                                          
                                          
                                          ____________________Clydesdale
      Partners I, LLC,
                                          By
      Clydesdale Ventures, its Manager
                                          By:
      ____________________
                                          Manager
                                          Clydesdale
      Partners II, LLC
                                            By
      Clydesdale Ventures II, its Manager
                                            
                                            
                                            By:
      ____________________
                                            Manager







17





EXHIBIT
A


BALANCE
SHEET




Bishop
Rock Software Inc
 December
30, 2008
   ASSETS
                    
                    
                    
                    
                    LIABILITIESCurrent Assets
                    
                    
                    
                    
                    Current
      LiabilitiesCash
                    
                    $
                    3,342
                    
                    
                    Accounts payable
                    
                    $
                    80,798Accounts receivable
                    
                    
                    7,500
                    
                    
                    Short-term notes(less
      doubtful accounts)
                    
                    
                    0
                    
                    
                    Current portion of long-term notesInventory
                    
                    
                    0
                    
                    
                    Interest payableTemporary investment
                    
                    
                    0
                    
                    
                    Taxes payablePrepaid
      expenses
                    
                    
                    0
                    
                    
                    Accrued payrollTotal Current
      Assets
                    
                    $
                    10,842
                    
                    
                    Total Current
      Liabilities
                    
                    $
                    80,798Fixed
      Assets
                    
                    
                    
                    
                    
                    Long-term
      LiabilitiesLong-term investments
                    
                    $
                    0
                    
                    
                    Mortgage
                    
                    $
                    0Land
                    
                    
                    0
                    
                    
                    Other
      long-term liabilitiesBuildings
                    
                    
                    0
                    
                    
                    Total
      Long-TermLiabilities
                    
                    $
                    0(less
      accumulateddepreciation)
                    
                    
                    0Plant and equipment
                    
                    
                    6,800(less
      accumulateddepreciation)
                    
                    
                    0
                    
                    
                    Shareholders'
      EquityFurniture and fixtures
                    
                    
                    0
                    
                    
                    Capital
      stock
                    
                    $
                    500,000(less
      accumulateddepreciation)
                    
                    
                    0
                    
                    
                    Retained earnings
                    
                    
                    (563,156
                    )Total Net Fixed
      Assets
                    
                    $
                    6,800
                    
                    
                    Total
      Shareholders'Equity
                    
                    $
                    (63,156
                    )TOTAL
      ASSETS
                    
                    $
                    17,642
                    
                    
                    TOTAL LIABILITIES
      & EQUITY
                    
                    $
                    17,642







18





EXHIBIT
B


LIST OF
PURCHASED ASSETS




1 Dell
XPS Workstation
 1 Dell
2400 Projector
 1 Dell
Latitude Laptop
 1 Dell
Inspiron Workstation
 1
Rackmount 2-Processor Server
 2
DoubleSight 24” Monitors
 1 Dell
20” Monitor









19





EXHIBIT
C


ACCOUNTS
PAYABLE





Steven
      Florek -
                                                              
                                                              $
                                                              56,000QlikTech
      -
                                                              
                                                              $
                                                              20,000Geographic
      Enterprises -
                                                              
                                                              $
                                                              3,198Dove
      Financial Services -
                                                              
                                                              $
                                                              1,500Total:
                                                              
                                                              $
                                                              80,798







20





EXHIBIT
D


BILL OF
SALE





KNOW ALL
MEN BY THESE PRESENTS that, pursuant to that certain Asset Purchase Agreement
dated December 31, 2008 (the "Agreement") between RemoteMDx, Inc., a Utah
corporation, Bishop Rock Acquisition Company, Inc., a Utah corporation
(“Buyer”), Bishop Rock Software, Inc., a California corporation ("Seller"), and
Peter C. Sarna, II, Sol Lizarbram, Steven Florek, Clydesdale Partners I, LLC,
and Clydesdale Partners II, LLC, Seller, for and in consideration of the payment
of the Purchase Price (as defined in the Agreement) paid by Buyer, does hereby
sell, convey, transfer, assign and deliver unto Buyer all of Seller's right,
title and interest in and to all of the Purchased Assets (as defined in the
Agreement), TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns,
forever.





Seller
will from time to time, if so requested by Buyer, execute and deliver such other
instruments and take such other steps as may be reasonably necessary to
effectuate the sale and conveyance evidenced hereby.





IN
WITNESS WHEREOF, Seller has executed this Bill of Sale as of December 31,
2008.





SELLER(Authorized
      Signature)









21





EXHIBIT
E


EMPLOYMENT
AGREEMENT




See
attachment titled “Employment Agreement (Florek) v2.








22





SCHEDULE
2.1(f)


CONTRACTS





Description of
      ContractThe
      following Contracts are to be assumed:1)
      Seller is leasing Dell computer equipment for approximately $200 per
      month.2)
      Seller has a contract to deliver ForceSIGHT services to the City of East
      Palo Alto for $7500 inrevenue.







23





SCHEDULE
2.1(g)


LITIGATION











24





SCHEDULE
2.1(h)


LICENSES













25





SCHEDULE
2.1(i)


EMPLOYEE
AND RELATED MATTERS













26





SCHEDULE
2.1(j)


ABSENCE
OF CHANGES OR EVENTS













27





SCHEDULE
2.1(k)


COMPLIANCE
WITH LAWS












28





SCHEDULE
2.1(n)


CUSTOMERS





Seller’s
largest 20 customers in 2008 are as follows:




City of
Oakland, California


City of
East Palo Alto, California











29





SCHEDULE
2.1(p)


INTELLECTUAL
PROPERTY




The
“Bishop Rock Software” and “ForceSIGHT” tradenames have been registered with the
United States Patent
and Trademark Office’s Principal Register by Bishop Rock Software.
  See
Attachment P for Bishop Rock Software and ForceSIGHT logos.
   The above
items are owned exclusively by Seller.








30




Attachment
P: Bishop Rock Software and ForceSIGHT logos:
  Exhibit
A) ForceSIGHT logo







Exhibit
B) Bishop Rock Software logo










31





SCHEDULE
2.1(q)


SOFTWARE




A) 
ForceSIGHT – Application source code written in Javascript and TransactSQL –
Source code owned by Bishop Rock Software.
 B)
 QlikView Server – OEM license to embed within ForceSIGHT – Licensed from
QlikTech Inc. – QlikTech owns its source code.
 C) 
MapInfo Mapmarker – OEM license to embed within ForceSIGHT – Licensed from
MapInfo Inc – MapInfo owns its source code.









32





SCHEDULE
2.1(r)


ENVIRONMENTAL
MATTERS













33





SCHEDULE
2.1(s)


FINANCIAL
STATEMENTS




Income
Statement


Revenue
                                                                  
                                                                  Year
      to DateAmountGross
      sales
                                                                  
                                                                  $
                                                                  7,500Less sales returns and allowancesNet
      sales
                                                                  
                                                                  $
                                                                  7,500Cost
      of Sales
                                                                  
                                                                  Year
      to DateAmountBeginning
      inventory
                                                                  
                                                                  $
                                                                  0Plus
      goods purchased/manufactured
                                                                  
                                                                  
                                                                  0Total
      goods available
                                                                  
                                                                  $
                                                                  0Less
      ending inventory
                                                                  
                                                                  
                                                                  0Total
      cost of goods sold
                                                                  
                                                                  $
                                                                  0Gross
      profit (loss)
                                                                  
                                                                  $
                                                                  7,500Operating
      Expenses
                                                                  
                                                                  Year
      to DateAmountSellingSalaries
      and wages
                                                                  
                                                                  $
                                                                  0Commissions
                                                                  
                                                                  $
                                                                  0Advertising
                                                                  
                                                                  $
                                                                  0Depreciation
                                                                  
                                                                  $
                                                                  0Total
      selling expenses
                                                                  
                                                                  $
                                                                  0General/AdministrativeSalaries
      and wages
                                                                  
                                                                  $
                                                                  0Employee
      benefits
                                                                  
                                                                  $
                                                                  0Payroll
      taxes
                                                                  
                                                                  $
                                                                  0Insurance
                                                                  
                                                                  $
                                                                  0Consulting
                                                                  
                                                                  $
                                                                  96,000Rent
                                                                  
                                                                  $
                                                                  4,000Utilities
                                                                  
                                                                  $
                                                                  2,645Depreciation
      and amortization
                                                                  
                                                                  $
                                                                  0Office
      supplies
                                                                  
                                                                  $
                                                                  136Software
                                                                  
                                                                  $
                                                                  8,198Travel
      and entertainment
                                                                  
                                                                  $
                                                                  12,355Legal
                                                                  
                                                                  $
                                                                  3,766Postage
                                                                  
                                                                  $
                                                                  220Accounting
                                                                  
                                                                  $
                                                                  3,550Server
      Hosting
                                                                  
                                                                  $
                                                                  26,646Equipment
      maintenance and rental
                                                                  
                                                                  $
                                                                  2,650Interest
                                                                  
                                                                  $
                                                                  0Furniture
      and equipment
                                                                  
                                                                  $
                                                                  548Total
      General/Administrative expenses
                                                                  
                                                                  $
                                                                  160,714Total
      operating expenses
                                                                  
                                                                  $
                                                                  160,714Net
      income before taxes
                                                                  
                                                                  $
                                                                  (153,214
                                                                  )Taxes
      on income
                                                                  
                                                                  $
                                                                  0Net
      income after taxes
                                                                  
                                                                  $
                                                                  (153,214
                                                                  )Extraordinary
      gain or loss
                                                                  
                                                                  $
                                                                  0Income
      tax on extraordinary gain
                                                                  
                                                                  $
                                                                  0Net
      Income (Loss)
                                                                  
                                                                  $
                                                                  (153,214
                                                                  )




34




Statement of Cash
Flows


December
30, 2008


Bishop Rock
Software




2008
      Full YearCash
      flows from operating activitiesCash
      received from customers
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        0Cash
      paid for merchandise
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid for wages and other operating expenses
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        (79,816
                                                                                                                                                                                                                                                                        )Cash
      paid for interest
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid for taxes
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        (1,042
                                                                                                                                                                                                                                                                        )Other
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Net
      cash provided (used) by operating activities
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        (80,858
                                                                                                                                                                                                                                                                        )Cash
      flows from investing activitiesCash
      received from sale of capital assets (plant and equipment, etc.)
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        0Cash
      received from disposition of business segments
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      received from collection of notes receivable
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid for purchase of capital assets
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid to acquire businesses
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Other
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Net
      cash provided (used) by investing activities
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        0Cash
      flows from financing activitiesCash
      received from issuing stock
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        0Cash
      received from long-term borrowings
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid to repurchase stock
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid to retire long-term debt
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Cash
      paid for dividends
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Other
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        0Net
      cash provided (used) in financing activities
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        0Increase
      (decrease) in cash during the period
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        (80,858
                                                                                                                                                                                                                                                                        )Cash
      balance at the beginning of the period
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        84,200Cash
      balance at the end of the period
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                                        3,342




35




SCHEDULE
2.1(t)


INSURANCE





None.







36