exhibit10-4.htm


    
      Exhibit 10.4: Asset Assignment
Agreement

       

      ASSET ASSIGNMENT
AGREEMENT

       

      This
ASSET ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of
this 1st day
of June, 2009, by and between SARS Corporation, a Nevada corporation (“Seller”)
and The Clarence Group, LLC, a Missouri limited liability company
(“Creditor”).

       

      RECITALS:

       

      A.  Seller
operates an asset-tracking company with its principal place of business located
at 601 108th Avenue
NE, Suite 1908, Bellevue, Washington 98004;

      


      B.           Creditor
is a secured creditor of Seller under that certain (i) Secured Convertible
Promissory Note from Seller to Creditor dated July 1, 2008 (“Secured
Promissory Note”), (ii) Security Agreement dated July 1, 2008 (“Security
Agreement”), and (iii) UCC-1 Financing Statement filed October 27, 2008
(“UCC-1”) (Secured Promissory Note, Security Agreement and UCC-1 collectively
attached hereto as “Exhibit
A”);

      


      C. Seller
is in default under the Secured Promissory Note and Security Agreement;
and

       

      D. Creditor
wishes to foreclose upon its security interest referenced above and take
possession of the collateral under said security interest, and Seller desires to
cooperate with Creditor taking possession of assets of Seller, upon the terms
and conditions and subject to the provisions hereinafter set forth in this
Agreement.

       

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

       

      1.           Assignment

       

      1.1           Seller
shall transfer and assign to Creditor and Creditor shall acquire from Seller,
the assets, properties and rights of the Seller, identified in the Security
Agreement and UCC-1 as the collateral securing the Secured Promissory Note (the
“Collateral”) and listed or otherwise described on “Exhibit B” attached hereto and
incorporated herein.

       

      2.           Obligations

       

      2.1           Creditor
shall not assume any liabilities of Seller. Creditor shall not assume, and
Seller and/or Seller’s relevant and appropriate subsidiary corporations or other
entities shall remain liable for, any and all liabilities, obligations, claims
and commitments of or against Seller, whether the same are known or unknown,
existing, contingent upon future events or circumstances, accrued, by operation
of law or otherwise.

       

      3.           Closing

       

      3.1.           The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
be held on June 10, 2009 (the “Closing Date”), or on such date as mutually
agreed upon by the parties, at the office of Creditor. Seller shall perform any
and all of its obligations and conditions under this Agreement at or prior to
Closing to the full and complete satisfaction of Creditor, and if the same is
not accomplished, Creditor shall have the cumulative right to immediately pursue
any and all remedies provided under this Agreement, as well as any and all
remedies provided under the terms of the Secured Promissory Note, Security
Agreement, and/or UCC-1.

       

      3.2.           The
following deliveries will be made at Closing:

       

      3.2.1                      Deliveries
by
Seller.                                                      The
Seller shall deliver to Creditor:

       

      (i)           A
Bill of Sale in substantially the form attached hereto as “Exhibit C,” duly executed by Seller;
and

       

      (ii)           Possession,
whether by physical delivery or otherwise so Creditor has complete control of
the same, of the Collateral listed on Exhibit B, in working and usable
order.

       

      4.           Representations
and Warranties of the
Seller.                                                                                                           The
Seller represents and warrants to the Creditor as follows, and acknowledges and
confirms that Creditor is relying upon such representations and warranties in
connection with the execution, delivery and performance of this
Agreement:

       

      4.1.           Execution, Delivery and
Performance of this Agreement.  Seller has full legal right and
power and all authority and approval required to enter into, execute and deliver
this Agreement and to perform fully its obligations hereunder.  This
Agreement has been duly executed and delivered by Seller and is its valid and
binding obligation enforceable in accordance with its provisions. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby by Seller does not and will not in any way (i)
conflict with, result in a breach of, or constitute a default under the terms of
any contract, agreement, lease, commitment or other instrument to which Seller
is a party or by which any of its property is bound; or (ii) constitute a
violation of any statute, judgment, order, decree, regulation or rule of any
court, governmental authority or arbitrator having jurisdiction over or relating
to Seller or any of its property.

       

      4.2.           Title to
Assets.  The Seller has good and marketable title to all of the
Collateral, such assets are free of any encumbrance, including but not limited
to that certain security interest in favor of Otto Capital, LLC, and Saratoga
Capital Partners, LLC, with the exception of Creditor’s security interest, and
upon Closing Creditor will own and have good and marketable title to all of the
Collateral free and clear of any lien or other encumbrance with the exception of
Creditor’s security interest.

       

                 4.3.                                Seller
is aware of no security interests whatsoever possessed, or claimed to be
possessed in any of the Collateral, with the only exceptions being Creditor,
Otto Capital, LLC, and Saratoga Capital Partners, LLC.

       

      5.           Covenants
of Seller. The Seller covenants to the Creditor as follows, and
acknowledges and confirms that Creditor is relying upon such covenants in
connection with the execution, delivery and performance of this
Agreement:

       

      5.1.           Cooperation.                                Seller
covenants and agrees that Seller will cooperate in accomplishing the timely and
immediate transfer of all Collateral and all other terms of this Agreement, as
well as all reasonable intermediate steps attendant to completing the same,
including but not limited to, executing documentation reasonably required by
Creditor to accomplish the transactions described herein.

       

      5.2.           Seller
will provide all documentation, descriptions, passwords, access
information, location information, and accounting information for all
intellectual property of Seller and its subsidiaries relating to the Collateral
existing throughout the world, including, but not limited to:

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing;

       

                5.3.                      Extinguishment of
Security
Interests upon Collateral. The
Seller will deliver to Creditor at Closing a letter in the form attached hereto
as “Exhibit D,” from both Otto Capital,
LLC, and Saratoga Capital Partners, LLC, evidencing each such entity has agreed
to waive, relinquish, and extinguish any security interests whatsoever
possessed, or claimed to be possessed, in any of the Collateral, and shall
further deliver to Creditor a UCC-3 release of any security interest in any of
the Collateral. The Creditor shall deliver at Closing a letter evidencing
that the Creditor has agreed to waive, relinquish, and extinguish any security
interests whatsoever possessed, or claimed to be possessed, in any of the
Collateral, in the form of “Exhibit E,” attached hereto,
and shall further deliver to Creditor a UCC-3 release of any security interest
in any of the Collateral.

       

                5.4.                      Information Provided to
Creditor. For and in consideration of that certain reduction in the
principal amount of the Secured Promissory Note referenced below at Paragraph
6.1, Seller will deliver each and every one of the following to Creditor within
three (3) days of execution of this Agreement by Seller, with a continuing
obligation to supplement the same: (1) current customer list of Seller; (2)
accounts receivable list of Seller with a full aging history as to each account;
(3) vendor and supplier list of Seller with name, address, and contact name of
each vendor or supplier of Seller; and (4) any and all reasonable information
requested by Creditor and connected therewith any of the foregoing three
items.

       

      6.           Secured Promissory
Note and
Agreement to Stay Commencing Any Litigation

      


      6.1.           At
Closing, Creditor shall cancel the previously executed Secured Promissory Note
dated July 1, 2008.

      


      6.2.                      At
Closing, Creditor shall be provided a new Unsecured Promissory Note to
reflect an unsecured principal balance of $275,000, a copy of which attached
hereto as “Exhibit F.”

      


      6.3.                      Provided
that Seller timely and completely complies with all of its obligations contained
in this Agreement and the Exhibits attached hereto, Creditor agrees to cease
from filing any legal proceeding against Seller in court for a time period of
thirty (30) days from the date of this Agreement, provided however that at the
sole discretion of Creditor, if at any time after entering this Agreement Seller
ceases to fully uphold its obligations herein, including but not limited to the
duty to cooperate, Creditor may then immediately proceed to file any legal
proceeding against Seller in court without regard to the above-stated standstill
provision.

      


      7.           Miscellaneous.

      


      7.1.           Governing
Law.  This Agreement shall be governed according to the laws of
the State of Missouri.

       

      7.2.           Binding
Effect.  This Agreement shall be binding and inure to the
benefit of the parties and their respective heirs, successors, assigns and legal
representatives.

       

      7.3.            Press Releases and
Announcements.  Any and all press releases, announcements, or other
release of information as to any of the transactions contemplated by this
Agreement shall be made only after exchange of mutual written consent of all
parties to this Agreement.

      


       

      This
Agreement may be executed by facsimile, electronically, and in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute the same instrument.

      


      IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on the day and year first above written.

       

      


       

      SELLER                                                                                     CREDITOR

       

      SARS
Corporation                                                                                                The
Clarence Group, LLC

       

      


      


      


      By:                                                                By:                                                      

           Geoff
Meagher, Chief Executive
Officer                                                                                                                          William
L. Bates, Manager

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
A

      


      Secured
Promissory Note, Security Agreement, and UCC-1

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT B

      


      Collateral

       

      
        	
                ·  

              	
                (1)
      All accounts receivable of SARS Corporation and its
      subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (2)
      All inventory of SARS Corporation and its
  subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (3)
      All intellectual property of SARS Corporation and its subsidiaries
      existing throughout the world, including, but not limited
    to:

              


      

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing; and

       

       

      
        	
                ·  

              	
                (4)
      all proceeds received by SARS Corporation (whether in cash, cash
      equivalents, tangible or intangible property) upon the sale or disposition
      of those assets set forth in Nos. 1 through 3
  above.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      EXHIBIT C

      


      Bill of
Sale

      


      KNOW ALL MEN BY THESE
PRESENTS, that SARS Corporation, a Nevada corporation (“Seller”), for and
in consideration that certain good and valuable consideration as stated in that
certain Asset Assignment Agreement of even date herewith, do hereby BARGAIN AND
SELL to The Clarence Group, LLC, a Missouri limited liability company
(“Creditor”), the following property (the “Collateral”):

       

      All
accounts receivable of SARS Corporation and its subsidiaries; all inventory of
SARS Corporation and its subsidiaries; all intellectual property of SARS
Corporation and its subsidiaries existing throughout the world, including, but
not limited to: (a) all rights, title, and interest in all computer software,
program formats and databases used in SARS Corporation’s and its subsidiaries’
business, including but not limited to the source codes, scripts, HTML versions
of all the text and literary content thereof; (b) patents, patent applications,
utility models, design registrations, and certificates of invention and other
governmental grants for the protection of inventions or industrial designs
(including all related continuations, continuations-in-part, divisionals,
reissues and reexaminations);  (c) registered trademarks and service marks,
logos, internet domain names, corporate names, domain names, and doing business
designations and all registrations and applications for registration of the
foregoing, common law trademarks and service marks and trade dress, and all
goodwill in the foregoing;  (d) copyrights, designs, data, and database
rights and registrations and applications for registration thereof, including
moral rights of authors; (e) inventions, invention disclosures, statutory
invention registrations, trade secrets and confidential business information,
know-how, manufacturing and product processes and techniques, research and
development information, financial, marketing and business data, pricing and
cost information, business and marketing plans and customer and supplier lists
and information, whether patentable or non-patentable, whether copyrightable or
non-copyrightable and whether or not reduced to practice; (f) other proprietary
rights relating to any of the foregoing (including remedies against infringement
thereof and rights of protection of interest therein under the laws of all
jurisdictions); and (g) all goodwill associated with any of the foregoing;
and All proceeds received by SARS Corporation (whether in cash, cash
equivalents, tangible or intangible property) upon the sale or disposition of
those assets set forth in Nos. 1 through 3 above, of Seller, which are
substantially those listed in Exhibit 1 hereto (the
“Collateral”).

       

      The
Seller hereby represents that it is the owner of the Collateral and has full
right and title thereto, and authority to sell and dispose of it, and that the
above described property is now free and clear of all liens and encumbrance of
Seller and anyone claiming under or through Seller, with the only exception
being any liens held by Creditor.

      


      TO HAVE AND TO HOLD all of
said Collateral hereby sold, assigned, transferred and conveyed to Creditor and
its successors and assigns, to itself and to its and their own use and benefit
forever.

      


      This Bill of Sale is executed and
delivered pursuant to that certain Asset Assignment Agreement of even date
herewith, and reference to the Asset Assignment Agreement is hereby made for a
complete description of the terms on which the Collateral is being
conveyed.  In the event of a conflict between any term of this
instrument and a term of the Asset Assignment Agreement, the relevant provision
of the Asset Assignment Agreement shall control. This Bill of Sale shall be
governed by the laws of the State of Missouri.

      


      


      THIS BILL
OF SALE is dated June 1, 2009.

      


      


      SELLER

       

      SARS
Corporation

      


      


      By:                                                                

           Geoff
Meagher, Chief Executive Officer

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
1

      TO BILL OF
SALE

      COLLATERAL

       

      
        	
                ·  

              	
                (1)
      All accounts receivable of SARS Corporation and its
      subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (2)
      All inventory of SARS Corporation and its
  subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (3)
      All intellectual property of SARS Corporation and its subsidiaries
      existing throughout the world, including, but not limited
    to:

              


      

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing; and

       

       

      
        	
                ·  

              	
                (4)
      all proceeds received by SARS Corporation (whether in cash, cash
      equivalents, tangible or intangible property) upon the sale or disposition
      of those assets set forth in Nos. 1 through 3
  above.

              


      

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT D

      


      Otto
Capital, Saratoga Release

      


      May 29,
2009

      


      


      Mr.
William L. Bates

      Manager

      The
Clarence Group, LLC

      17797
Westhampton Woods

      St.
Louis, MO 63005

      


      Dear Mr.
Bates:

      


      This will
confirm on behalf of Saratoga Capital Partners, LLC, I have reviewed the Asset
Assignment Agreement to be entered between SARS Corporation and The Clarence
Group, LLC. I have full legal right and power and all authority and approval
required to enter into, execute, perform, and deliver this letter on behalf
of Saratoga Capital Partners, LLC.

      


      Accordingly,
this letter will serve as Exhibit D to the Asset Assignment Agreement to be
entered between SARS Corporation and The Clarence Group, LLC, in that it
evidences that Saratoga Capital Partners, LLC hereby agrees to waive,
relinquish, and extinguish any and all security interests whatsoever possessed,
or claimed to be possessed, by Saratoga Capital Partners, LLC in any of the
Collateral of SARS Corporation listed at Exhibit B of the Asset Assignment
Agreement, which include each of the following:

       

      
        	
                ·  

              	
                (1)
      All accounts receivable of SARS Corporation and its
      subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (2)
      All inventory of SARS Corporation and its
  subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (3)
      All intellectual property of SARS Corporation and its subsidiaries
      existing throughout the world, including, but not limited
    to:

              


      

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing; and

       

       

      
        	
                ·  

              	
                (4)
      all proceeds received by SARS Corporation (whether in cash, cash
      equivalents, tangible or intangible property) upon the sale or disposition
      of those assets set forth in Nos. 1 through 3
  above.

              


      

       

      Accordingly,
Saratoga Capital Partners, LLC attaches hereto a UCC-3, Exhibit A, to
formally evidence that Saratoga Capital Partners, LLC hereby agrees to waive,
relinquish, and extinguish any and all security interests whatsoever possessed,
or claimed to be possessed, by Saratoga Capital Partners, LLC in any of the
Collateral of SARS Corporation listed at Exhibit B of the Asset Assignment
Agreement, which include each of the foregoing four categories.

      


      


      Sincerely
Yours,

      


      Saratoga
Capital Partners, LLC

      


      


      


      


      By:                      _________________________

      Print
Name:                                Pete
T. Cangany, Jr.

      Title:                                Manager

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      


      UCC-3

      May 29,
2009

      


      


      Mr.
William L. Bates

      Manager

      The
Clarence Group, LLC

      17797
Westhampton Woods

      St.
Louis, MO 63005

      


      Dear Mr.
Bates:

      


      This will
confirm on behalf of Otto Capital, LLC, I have reviewed the Asset Assignment
Agreement to be entered between SARS Corporation and The Clarence Group, LLC. I
have full legal right and power and all authority and approval required to enter
into, execute, perform, and deliver this letter on behalf of Otto Capital,
LLC.

      


      Accordingly,
this letter will serve as Exhibit D to the Asset Assignment Agreement to be
entered between SARS Corporation and The Clarence Group, LLC, in that it
evidences that Otto Capital, LLC hereby agrees to waive, relinquish, and
extinguish any and all security interests whatsoever possessed, or claimed to be
possessed, by Otto Capital, LLC in any of the Collateral of SARS Corporation
listed at Exhibit B of the Asset Assignment Agreement, which include each
of the following:

       

      
        	
                ·  

              	
                (1)
      All accounts receivable of SARS Corporation and its
      subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (2)
      All inventory of SARS Corporation and its
  subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (3)
      All intellectual property of SARS Corporation and its subsidiaries
      existing throughout the world, including, but not limited
    to:

              


      

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing; and

       

       

      
        	
                ·  

              	
                (4)
      all proceeds received by SARS Corporation (whether in cash, cash
      equivalents, tangible or intangible property) upon the sale or disposition
      of those assets set forth in Nos. 1 through 3
  above.

              


      

       

      Accordingly,
Otto Capital, LLC attaches hereto a UCC-3, Exhibit A, to
formally evidence that Otto Capital, LLC hereby agrees to waive, relinquish, and
extinguish any and all security interests whatsoever possessed, or claimed to be
possessed, by Otto Capital, LLC in any of the Collateral of SARS Corporation
listed at Exhibit B of the Asset Assignment Agreement, which include each
of the foregoing four categories.

      


      


      Sincerely
Yours,

      


      


      Otto
Capital, LLC

      


      


      


      By:                      _________________________

      Print
Name:        David M. Otto

      Title:                   Member

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      


      UCC-3

       

       

       

       

       

       

       

       

       

       

       

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT E

      


      Letter Acknowledging
Extinguishment of Any Security Interest Claimed

      in Collateral listed at
Exhibit B

      


      


      June 1,
2009

      


      Mr. Geoff
Meagher

      Chief
Executive Officer

      SARS
Corporation

      601
108th Ave NE,
Suite 1908

      Bellevue,
WA 98004

      


      Dear Mr.
Meagher:

      


      This will
confirm on behalf of The Clarence Group, LLC (“Clarence”), I have reviewed the
Asset Assignment Agreement to be entered between SARS Corporation and Clarence.
I have full legal right and power and all authority and approval required to
enter into, execute, perform, and deliver this Letter on behalf
of Clarence.

      


      Accordingly,
this letter will serve as Exhibit E to the Asset Assignment Agreement to be
entered between SARS Corporation and Clarence, in that it evidences that
Clarence hereby agrees to waive, relinquish, and extinguish any and all security
interests whatsoever possessed, or claimed to be possessed, by Clarence in any
of the Collateral of SARS Corporation listed at Exhibit B of the Asset
Assignment Agreement, which include each of the following:

       

      
        	
                ·  

              	
                (1)
      All accounts receivable of SARS Corporation and its
      subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (2)
      All inventory of SARS Corporation and its
  subsidiaries;

              


      

       

       

      
        	
                ·  

              	
                (3)
      All intellectual property of SARS Corporation and its subsidiaries
      existing throughout the world, including, but not limited
    to:

              


      

       

       

      (a)                 all
rights, title, and interest in all computer software, program formats and
databases used in SARS Corporation’s and its subsidiaries’ business, including
but not limited to the source codes, scripts, HTML versions of all the text and
literary content thereof;

       

       

      (b)                 patents,
patent applications, utility models, design registrations, and certificates of
invention and other governmental grants for the protection of inventions or
industrial designs (including all related continuations, continuations-in-part,
divisionals, reissues and reexaminations);

       

       

      (c)                 registered
trademarks and service marks, logos, internet domain names, corporate names,
domain names, and doing business designations and all registrations and
applications for registration of the foregoing, common law trademarks and
service marks and trade dress, and all goodwill in the foregoing;

       

       

      (d)                 copyrights,
designs, data, and database rights and registrations and applications for
registration thereof, including moral rights of authors;

       

       

      (e)                 inventions,
invention disclosures, statutory invention registrations, trade secrets and
confidential business information, know-how, manufacturing and product processes
and techniques, research and development information, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, whether patentable or
non-patentable, whether copyrightable or non-copyrightable and whether or not
reduced to practice;

       

       

      (f)                 other
proprietary rights relating to any of the foregoing (including remedies against
infringement thereof and rights of protection of interest therein under the laws
of all jurisdictions); and

       

       

      (g)                 all
goodwill associated with any of the foregoing; and

       

       

      
        	
                ·  

              	
                (4)
      all proceeds received by SARS Corporation (whether in cash, cash
      equivalents, tangible or intangible property) upon the sale or disposition
      of those assets set forth in Nos. 1 through 3
  above.

              


      

       

      Accordingly,
Clarence attaches hereto a UCC-3 which was filed by Clarence, to formally
evidence that Clarence hereby agrees to waive, relinquish, and extinguish any
and all security interests whatsoever possessed, or claimed to be possessed, by
Clarence in any of the Collateral of SARS Corporation listed at Exhibit B of
the Asset Assignment Agreement, which include each of the foregoing four
categories.

      


      Sincerely
Yours,

      


      


      


      The
Clarence Group, LLC

      


      


      


      


      By:_________________________

      Print
Name: William L. Bates

      Title:
Manager

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
F

      


      Form
of Promissory Note

      


      THE
SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE
PREVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY
THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS.  THESE SECURITIES MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PRUSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT.

      


      CONVERTIBLE
PROMISSORY NOTE

      


      St.
Louis, Missouri

      Date
Effective: [Closing Date]

      


      FOR VALUE RECEIVED, SARS Corporation, a
Nevada Corporation (“SARS” or the “Promisor”) hereby
promises to pay to the order of The Clarence Group, LLC, a Missouri limited
liability company (the “Holder”), the maximum
aggregate total sum of Two Hundred Seventy Five
Thousand Dollars ($275,000.00) which may be loaned from Holder to Promisor from
time to time upon the mutual agreement of both Promisor and Holder pursuant to
the terms of this Convertible Promissory Note (the “Note”).

      


      1.           Interest.  Beginning
on the date first above written, the date of the initial Loan (the “Effective Date”), the
outstanding principal balance of the Loans advanced hereunder shall accrue
interest at a rate of ten percent (10%) per annum (the “Interest”) until paid
in full to Holder.  Notwithstanding, upon the occurrence of an Event
of Default (as hereafter defined) and for so long as such Event of Default
continues, Interest shall accrue on the outstanding Note amount at the rate of
twelve percent (12%) per annum, or the maximum interest rate permitted by law,
whichever is less (the “Default Interest
Rate”).

      


      2.           Payments.  Promisor
shall make quarterly payments on all accrued but unpaid Interest on the first
day of each fiscal quarter beginning September 1, 2009 until January 1, 2012, at
which time the entire principal balance of all Loans made under the Note,
together with any accrued but unpaid Interest and any other sums due hereunder
shall be immediately due in payable in full.

      


      3.           Application of
Payments.

      


      3.1.           Except
as otherwise expressly provided herein, payments under this Note shall be
applied: (i) first to the repayment of any sums incurred by Holder for the
payment of any expenses in enforcing the terms of this Note; (ii) then to the
payment of the Default Interest Rate; (iii) then to the payment of Interest then
accrued and due on the unpaid principal balance; and (iv) then to the reduction
of principal.

      


      3.2.           Promisor
may prepay all or any part of the principal without penalty.

      


      3.3.           Upon
payment in full of the Note and applicable accrued and unpaid Interest thereon,
this Note shall be marked “Paid in Full” and returned to the
Promisor.

      


      4.           Note Convertible to Stock of
Promisor.  At any time following the execution of this Note,
Holder shall have the right to convert all or any portion of the outstanding
principal balance of the Loans advanced under this Note and all accrued but
unpaid Interest thereon into common stock of Promisor, par value $0.001, (the
“Common Stock”)
at the rate of twenty five cents ($0.25) per share.  To exercise
Holder’s right to convert the debt evidenced hereunder into Common Stock, Holder
shall deliver to the Company at its principal office, (a) a written notice
clearly evidencing Holder’s exercise of its conversion rights (“Election Notice”),
and (b) this Note with all applicable exhibits. The Company shall as promptly as
practicable, and in any event within twenty (20) days after delivery to the
Company of the Exercise Notice and this Note, execute and deliver or cause to be
executed and delivered, in accordance with such notice, a certificate or
certificates representing the aggregate number of shares of Common Stock
converted hereunder.  No fractional shares shall be issued upon the
exercise, in whole or in part, of Holder’s conversion rights. If any exercise in
whole or in part of Holder’s conversion rights would result in the issuance of a
fraction of a share of Common Stock, the Company shall, in lieu of issuing any
fractional share, pay the Holder the unconverted balance of any amount owed
under this Note by Company check. At any time or times the Common Stock issuable
is changed into the same or a different number of shares of any class or classes
of the Company’s stock, whether by recapitalization, combination, consolidation,
reclassification or otherwise (“Reclassification”), the conversion rate shall
adjust proportionately to the issued and outstanding Common Stock to maintain
the same percentage of common stock ownership that would be deliverable upon
conversion prior to, and following, such Reclassification.

      


      5.           Waiver of Notice. The
Promisor hereby waives diligence, notice, presentment, protest and notice of
dishonor.

      


      6.           Transfer.  This
Note may not be transferred by Holder at any time without the written consent of
Promisor, such consent not to be unreasonably withheld.  This Note may
not be transferred by Promisor without the written consent of Holder, which
consent may be withheld in Holder’s discretion.

      


      7.           Events of
Default.   The occurrence of any of the following events
(each an “Event of
Default”), not cured in any applicable cure period, shall constitute an
Event of Default of the Promisor:

      


      7.1           a
payment is received by Holder more than five (5) days after its due
date;

      


      7.2           a
breach of any representation, warranty, covenant or other provision of this Note
by Promissory which is not cured within five (5) days following the written
notice thereof by Holder to the Promisor;

      


      7.3           a
breach of the Security Agreement by Promissory which is not cured within five
(5) days following the written notice thereof by Holder to the Promisor;
and

      


      7.4           the
application for the appointment of a receiver or custodian for the Promisor or
the property of the Promisor, (ii) the entry of an order for relief from he
filing of a petition by or against the Promisor under the provisions of any
bankruptcy or insolvency law, (iii) any assignment for the benefit of creditors
by or against the Promisor, or (iv) the insolvency of the Promisor.

      


      Upon the occurrence of any Event of
Default that is not cured within any applicable cure period, if any, the Holder
may elect, by written notice delivered to the Promisor, to take at any time any
or all of the following actions: (i) declare this Note to be forthwith due and
payable, whereupon the entire unpaid Note, together with all accrued and unpaid
Interest thereon, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Promisor, anything contained herein to the contrary
notwithstanding; (ii) exercise Holder’s rights under the Security Agreement; and
(iii) exercise any and all other remedies provided hereunder or available at law
or in equity.

      


      If an Event of Default occurs by
Promisor, Promisor agrees to pay, in addition to the amount of the Note,
reasonable attorneys’ fees and any other reasonable costs incurred by Holder in
connection with its pursuit of its remedies under this Note.

      


      8.           Miscellaneous.

      


      8.1           Successors and
Assigns.  Subject to the exceptions specifically set forth in
this Note, the terms and conditions of this Note shall inure to the benefit of
and be binding upon the respective executors, administrators, heirs, successors
and permitted assigns of the parties.  This Note (or a portion hereof)
may be assigned by Holder without the consent of Promisor.

      


      8.2.           Loss or Mutilation of
Note.  Upon receipt by Promisor of evidence satisfactory to
Promisor of the loss, theft, destruction or mutilation of this Note, together
with indemnity reasonably satisfactory to Promisor, in the case of loss, theft
or destruction, or the surrender and cancellation of this Note, in the case of
mutilation, Promisor shall execute and deliver to Holder a new promissory note
of like tenor and denomination as this Note.

      


      8.3           Notices.  Any
notice, demand, offer, request or other communication required or permitted to
be given pursuant to the terms of this Note shall be in writing and shall be
deemed effectively given the earlier of, (i) when received, (ii) when delivered
personally, (iii) one business day after being delivered by facsimile (with
receipt of appropriate confirmation), (iv) one (1) business day after being
deposited with an overnight courier service, or (v) four (4) days after being
deposited in the Global Priority Mail with postage prepaid, and addressed to the
recipient at the addresses set forth below unless another address is provided to
the other party in writing:

      


      If to SARS,
to:

      


      601 108th Ave NE,
Suite 1908

      Bellevue, WA 98004

      Attn:       Geoff
Meagher

      Fax:        425-943-6160

      


      with a copy
to:

      


      The Otto Law Group, PLLC

      601 Union Street, Suite
4500

      Seattle, WA 98101

      Attn:        David
M. Otto

      Fax:        206-262-9513

      


      If to the Holder,
to:

      


      The
Clarence Group, LLC

      17797 Westhampton Woods
Drive

      Wildwood,
MO  63005

      Attn:  William L. Bates,
Manager

      


      with a copy
to:

      


      Moline & Mehan, LLC

      The Berkley Building

      801 S. Forsyth Boulevard

      St. Louis, MO 63105

      Attn:       Don
Mehan

      Fax:        314-725-3275

      


      8.4.           Governing
Law.  This Note shall be governed in all respects by the laws
of the State of Missouri as applies to agreements entered into and performed
entirely within the State of Missouri by residents thereof, without regard to
any provisions thereof relating to conflicts of laws among different
jurisdictions.

      


      8.5           Waiver and
Amendment.  Any term of this Note may be amended, waived or
modified only with the written consent of Promisor and Holder.

      


      8.6           Remedies; Costs of
Collection; Attorney’s Fees.  No delay or omission by Holder in
exercising any of its rights, remedies, powers or privileges hereunder, or at
law or in equity and no course of dealing between Holder and the undersigned or
any other person shall be deemed a waiver by Holder of any such rights,
remedies, powers or privileges, even if such delay or omission is continuous or
repeated, nor shall any single or partial exercise of any right, remedy, power
or privilege preclude any other or further exercise thereof by the Holder or the
exercise of any other right, remedy, power or privilege by
Holder.  The rights and remedies of Holder described herein shall be
cumulative and not restrictive of any other rights or remedies available under
any other instrument, at law or in equity.  If an Event of Default
occurs, Promisor agrees to pay, in addition to the principal and any Interest
payable thereon, reasonable attorneys’ fees and any other reasonable costs
incurred by Holder in connection with its pursuit of its remedies under this
Note.

      


      [Signature
Page Follows]

      


      


      IN
WITNESS WHEREOF, SARS Corporation has executed this Note in favor of The
Clarence Group, LLC as of the Effective Date.

      


      


      SARS Corporation

      


      _______________________________

      Name: Geoff Meagher

      Title: Chief Executive
Officer