EXHIBIT 10.2


                      CONTRIBUTION AND ASSUMPTION AGREEMENT

     This  CONTRIBUTION  AND  ASSUMPTION AGREEMENT (this "Agreement") is entered
into  as  of  July  25,  2005 (the "Effective Date"), by and among ZANN CORP., a
Nevada corporation ("Zann"), and Robert Simpson, an individual ("Simpson").

     WHEREAS,  pursuant to that certain Capital Stock Purchase Agreement between
Simpson  or  Zann  as his nominee and several significant stockholders of Sartam
Industries, Inc., a Florida corporation ("Sartam"), dated June 27, 2005, Simpson
purchased 1,795,250 shares of the issued and outstanding common stock, par value
$0.01 per share, of Sartam (the "Sartam Common Stock") and 164,601 shares of the
issued  and  outstanding  convertible  preferred stock, second series, par value
$1.00  per share, of Sartam, (the "Sartam Preferred Stock") for a total purchase
price  of  $4,400,000;  and

     WHEREAS, in connection with the stock purchase transaction, Zann has agreed
to  assume  all  liabilities  of Simpson arising from that certain Capital Stock
Purchase  Agreement  between Simpson or Zann, as his nominee and stockholders of
Sartam,  dated  June  27, 2005, that certain Promissory Note between Simpson and
stockholders of Sartam, dated June 27, 2005; that certain Stock Pledge Agreement
between  Simpson or Zann, as his nominee, and stockholders of Sartam, dated June
27,  2005,  and  that  certain  Escrow Agreement between Simpson or Zann, as his
nominee,  Burgess, Harrell, Mancuso, Olson & Colton P.A. as the Escrow Agent and
stockholders of Sartam, dated June 27, 2005; and

     WHEREAS,  the selling stockholders of Sartam have previously agreed to such
assignment;  and

     WHEREAS, such assignment by Simpson to Zann and the assumption of liability
by  Zann  is  expressly  permitted  by  Section 20 of the Capital Stock Purchase
Agreement between Simpson or Zann as his nominee and stockholders of Sartam; and

     WHEREAS,  Simpson  desires  to  contribute  the Sartam Common Stock and the
Sartam Preferred Stock to Zann as a contribution to Zann's capital; and

     WHEREAS,  Zann desires to accept such contribution from Simpson in exchange
for  the  assumption  of  all  liability arising from that certain Capital Stock
Purchase  Agreement  between Simpson or Zann, as his nominee and stockholders of
Sartam,  dated  June  27, 2005, that certain Promissory Note between Simpson and
stockholders of Sartam, dated June 27, 2005; that certain Stock Pledge Agreement
between  Simpson or Zann, as his nominee, and stockholders of Sartam, dated June
27,  2005,  and  that  certain  Escrow Agreement between Simpson or Zann, as his
nominee,  Burgess, Harrell, Mancuso, Olson & Colton P.A. as the Escrow Agent and
stockholders  of  Sartam,  dated  June  27,  2005;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein,  and  other  good  and  valuable  consideration, the receipt,
adequacy  and  sufficiency  of which are hereby acknowledged, the parties hereby
agree  as  follows:

     1.     Contribution.  Simpson  hereby contributes to Zann the Sartam Common
            ------------
Stock and the Sartam Preferred Stock, owned by Simpson.

     2.     Assumption.  Zann  hereby  assumes  any and all liabilities from any
            ----------
and  all  claims  of  any  kind  or  nature whatsoever arising from that certain
Capital  Stock  Purchase  Agreement  between Simpson or Zann, as his nominee and
stockholders  of  Sartam,  dated  June  27,  2005,  that certain Promissory Note
between  Simpson  and  stockholders of Sartam, dated June 27, 2005; that certain
Stock Pledge Agreement between Simpson or Zann, as his nominee, and stockholders
of  Sartam,  dated  June  27,  2005,  and  that certain Escrow Agreement between
Simpson  or Zann, as his nominee, Burgess, Harrell, Mancuso, Olson & Colton P.A.
as  the  Escrow  Agent  and  stockholders  of  Sartam,  dated  June 27, 2005. In
addition,  Zann  hereby  promises  to  reimburse  Simpson  for the $200,000 cash
payment,  delivered by Simpson to the stockholders of Sartam upon the closing of
the  stock  purchase  tansaction.

     3.     Indemnification.  Zann  hereby  agrees to indemnify, defend and hold
            ---------------
harmless  Simpson  and  his  heirs,  personal  representatives,  successors, and
assigns  of any of the foregoing from and against any expense, cost or liability
(including,  without  limitation,  fees  and  expenses  of  consultants,  expert
witnesses,  investigators,  and attorneys and costs of court) resulting from any
and  all  claims,  demands  or  causes of action, of whatever kind or character,
which  might  be  alleged against Simpson with respect to or resulting from that
certain Capital Stock Purchase Agreement between Simpson or Zann, as his nominee
and  stockholders  of  Sartam, dated June 27, 2005, that certain Promissory Note
between  Simpson  and  stockholders of Sartam, dated June 27, 2005; that certain
Stock Pledge Agreement between Simpson or Zann, as his nominee, and stockholders
of  Sartam,  dated  June  27,  2005,  and  that certain Escrow Agreement between
Simpson  or Zann, as his nominee, Burgess, Harrell, Mancuso, Olson & Colton P.A.
as the Escrow Agent and stockholders of Sartam, dated June 27, 2005.

     4.     Miscellaneous  Provisions.
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          (a)     Zann's  Representations  and  Warranties.  Zann represents and
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warrants  to  Simpson that Zann has full and lawful authority to enter into this
Agreement  and to perform all obligations required to be performed by Zann under
this  Agreement.

          (b)     Benefit.  All the terms and provisions of this Agreement shall
                  -------
be  binding  upon  and inure to the benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

          (c)     Amendments.  No  amendment,  modification  or  waiver  of this
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Agreement  shall  be  effective  unless the same is in writing and signed by the
person against whom such amendment is sought to be enforced.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Agreement
effective as of the day and year first written above.

                                        ZANN CORP.



                                        By
                                          --------------------------------------
                                          Robert Simpson, President



                                        ----------------------------------------
                                        ROBERT SIMPSON


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Attachment:
Exhibit A - Stock Power

                                                                       Exhibit A

              Assignment of Stock Separate From Stock Certificate

     The  undersigned  does  hereby  assign and transfer to Zann Corp. 1,795,250
shares  of  the  issued and outstanding common stock, par value $0.01 per share,
and  164,601  shares  of the issued and outstanding convertible preferred stock,
second  series,  par value $1.00 per share of Sartam Industries, Inc., a Florida
corporation  (the "Company") standing in my name on the books and records of the
Company,  represented  by Certificate Numbers 74, 130, 131, 44, 40, 43, 45, 136,
137,  290,  201,  204,  278,  204,  309,  43, 134, 135, 39, 75, 132 and 133, and
irrevocably  appoint  the officers of the Company as my attorney-in-fact for the
sole  purpose  of transferring the shares of such stock on the books and records
of  the Company. Except as otherwise appearing on the face of the certificate, I
represent  and warrant that I am the sole and lawful owner of the shares of such
stock,  and  that  they  are  all  of the shares of such class that I own in the
Company.  I bind myself, my heirs, and assigns to warrant and defend forever the
title  to  such shares to the transferee, his successors and assigns against any
lawful  claims.

Dated:  7/25   , 2005
       --------

WITNESS:

/s/  Robert Simpson
-----------------------
Signature

ROBERT SIMPSON
Printed Name


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