Exhibit 10.65

                        ASSET PURCHASE AND SALE AGREEMENT

     THIS  ASSET  PURCHASE  AND  SALE  AGREEMENT  (this "Agreement") is made and
entered  into as of the 16th day of June, 2003 by and among James G. Garvey, Jr.
and  Julie  Garvey  (collectively,  the  "Garveys")  and  Integrated Information
Systems,  Inc.  ("IIS"),  a  Delaware  corporation.

     RECITALS

     A.     IIS holds legal and beneficial title to certain assets including the
trade  names  "CitySolutions",  "CityServe"  and  "CitizenServe"  and  all other
material  trademarks, service marks and trade names of the CitySolutions service
(whether  or  not  registered  including pending applications for registration),
intellectual property rights and source code to the "CitySolutions", "CityServe"
and  "CitizenServe"  products, and other software elements, and the Intellectual
Property  Assets  as defined in Exhibit B attached hereto, and existing customer
lists  and  customer  contracts  and  inventory,  documentation,  and furniture,
fixtures  and  equipment (the "CitySolutions Assets") utilized for the operation
of  the  CitySolutions,  CityServe,  and  CitizenServe  businesses,  (the
"CitySolutions  Business"),  all  as  set  forth  on  Exhibit A attached hereto.

     B.     IIS  owes net reimburseable amounts to Garveys for expenses properly
incurred  on behalf of IIS by Garveys in the course of carrying out their duties
as  employees  of  IIS, and IIS will owe Garveys for quarterly cash payments for
the  quarters  ending  June  30,  2003 and September 30, 2003 for the guarantees
provided  by  the Garveys for the IIS credit facility with AnchorBank, FSB. (the
"Reimbursables").

     C.     Garveys  desire to acquire all of IIS's right, title and interest in
and  to  all  of  the  CitySolutions  Assets  for  the  purpose of operating the
CitySolutions  Business.

     D.     IIS  is  willing  to sell to Garveys the CitySolutions Assets and to
facilitate  the transfers of other items to Garveys for the purpose of operating
the  CitySolution  Business  on  the  terms  and  conditions  set  forth in this
Agreement.

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which  are  hereby  acknowledged, Garveys and IIS
(collectively,  the  "Parties")  hereby  agree  as  follows:

                         PURCHASE AND SALE OF IIS ASSETS

     1.1     Purchase  and  Sale.  On the terms and subject to the conditions of
this  Agreement,  at  the  Closing  referred  to in Section 2.1, IIS shall sell,
assign, transfer and deliver to Garveys, and Garveys shall purchase, acquire and
accept from IIS, free and clear of any and all liens, mortgages, adverse claims,
charges,  security  interests, encumbrances or other restrictions or limitations
whatsoever,  all  of IIS's right, title and interest in and to the CitySolutions
Assets.  To  effect the transfer of the CitySolutions Assets from IIS to Garveys
at the Closing or such date that is mutually agreed between IIS and Garveys, IIS
shall  deliver  or  cause  to  be  delivered  to Garveys,  a duly authorized and
executed  Assignment  of Intellectual Property in the form attached as Exhibit B
hereto  and  a  duly  authorized and executed Assignment and Bill of Sale in the
form  attached  as  Exhibit  C  hereto.

     1.2     Extinguishment  of  Reimburseables.  At  the Closing, Garveys shall
deliver  or  cause  to  be  delivered  a  Waiver  of Claim for $45,996.00 of the
Reimbursables  in  the form attached as Exhibit D hereto.  Upon the Closing, the
obligation  of  IIS  to  pay $45,996.00 of the Reimbursables to Garveys shall be
extinguished  forever.

     1.3     Assignment  of  Contracts.  At  the  Closing,  IIS shall deliver or
cause  to  be  delivered to Garveys a duly authorized and executed Assignment of
Contracts  in  the  form  attached  as  Exhibit  E  hereto.

     1.4     Transition  Activities.  Upon  the  Closing, the employees with IIS
who  have  been  assigned  to  the  CitySolutions  Business  shall transition to
employment  with  the  Garveys,  and  IIS  shall  provide  additional transition
services  as  set  forth  on  Exhibit  F  attached  hereto.

     1.5     Release  of Lien.  At the Closing, IIS shall deliver or cause to be
delivered  to  Garveys,  a  duly  executed  and  authorized  Release of Security
Interests  of  AnchorBank, FSB ("AnchorBank") substantially in the form attached
as  Exhibit  G  hereto.

                                     CLOSING

     2.1     Closing.  The closing of the purchase and sale of the CitySolutions
Assets  and  the  related transaction pursuant to this Agreement (the "Closing")
shall  be on June 16, 2003 at 10:00 a.m. (the "Closing Date") and shall occur at
the  offices  of IIS at 2250 West 14th Street, Tempe, AZ 85281, or at such other
time  and  place  as shall be mutually agreed to by the Parties.  If the Closing
does  not  occur  by 5:00 p.m. on June 30, 2003, then either party may terminate
this  Agreement without any liability to the other party under this Agreement or
otherwise.

     At  the  Closing:

          a.     IIS  shall  deliver  duly authorized and executed Assignment of
Intellectual Property, Assignment and Bill of Sale, Assignment of Contracts, and
the  Release  of  Security  Interests  from  AnchorBank;  and

          b.     Garveys  shall deliver to IIS that same day the Waiver of Claim
for  Reimbursables.

          c.     IIS  shall  deliver  to  Garveys  certified  resolutions of its
board  of  Directors  approving  the execution, delivery and performance of this
Agreement  and  authorizing  the  consummation  of the transactions contemplated
hereby.

          d.     This  Agreement  and  the  transactions  contemplated herein
may  be  terminated and abandoned at any time on or prior to the Closing Date by
Garveys  if:
                  (i)     any  representation  or  warranty made herein for the
benefit  of  Garveys, or  any  certificate, schedule or  document furnished  to
Garveys  pursuant  to  this  Agreement  is  untrue  in  any material respect; or
                  (ii)     IIS  shall  have defaulted in any material respect in
the  performance  of  any  material  obligation  under  this  Agreement.
          e.     Notwithstanding  the  approval  of  the  Board  of Directors
of  IIS,  this  Agreement  and  the transactions  contemplated  herein  may  be
terminated and abandoned at any time on or prior to the Closing Date by IIS if:
                  (i)     any  representation or warranty made herein for
the  benefit  of  IIS, or any certificate, schedule or document furnished to IIS
pursuant  to  this  Agreement  is  untrue  in  any  material  respect;  or
                  (ii)     Garveys  shall have defaulted in any material respect
in the  performance  of  any  material  obligation  under  this  Agreement.



               THE  PRE-CLOSING  PERIOD

     3.1     Due  Diligence;  Delivery  of Information.  Prior to the Closing of
this  Agreement  (the  "Pre-Closing  Period"),  IIS  and shall make available to
Garveys  for  review  and inspection the CitySolutions Assets and all materials,
documentation and other information relating to the CitySolutions Assets and the
CitySolutions  Business.

     3.2     Confidentiality.  Garveys  shall  not  disclose  any  proprietary
information  or trade secrets which were disclosed to Garveys as a result of due
diligence  conducted  pursuant  to  this  Agreement.

     3.3     Covenants  of  IIS  and  During  Pre-Closing  Period.  During  the
Pre-Closing  Period,  IIS  hereby  covenants,  subject  to  fulfillment  of  its
fiduciary  duties  to  IIS  and  its  shareholders,  as  follows:

          a.     Destruction  of  Assets.  IIS management shall not allow IIS to
engage  in  any activity which results in destruction of, damage to, or loss of,
any  CitySolutions  Assets  (whether  or  not  covered by insurance) without the
written  consent  of  Garveys.

          b.     Disposition  of  Assets.  IIS management shall not allow IIS to
sell,  assign,  lease, transfer or otherwise dispose of any CitySolutions Assets
without  the  written  consent  of  Garveys.

          c.     Encumbrances.  IIS  management shall not allow IIS to mortgage,
pledge  or  otherwise  encumber  any  CitySolutions  Assets, subject to existing
encumbrances  as  of  the date of this Agreement, without the written consent of
Garveys.

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     4.1     Covenants,  Representations  and Warranties of IIS  .  IIS   hereby
covenants,  represents  and  warrants  to  Garveys  that:

          a.     Ownership.  IIS  is  the sole legal and beneficial owner of the
CitySolutions  Assets  and  has  good and marketable title free and clear of any
liens,  mortgages,  security  interests, encumbrances, pledges, charges, adverse
claims or other restrictions or limitations, subject to existing encumbrances as
of  the date of this Agreement , with full and absolute right and power to sell,
assign,  transfer  and  deliver  the  CitySolutions Assets to Garveys.  Any work
performed  by  IIS  staff  on behalf of Garveys shall be a "work for hire," sole
property  of  Garveys,  with  actual  title  and  ownership rights for such work
transferring  only  after  all  related payments for such work have been made to
IIS.

          b.     Title.  Upon the sale, assignment, transfer and delivery of the
CitySolutions  Assets  along with delivery of the  Release of Security Interests
from  AnchorBank  pursuant to this Agreement, Garveys shall have good, valid and
marketable title to the CitySolutions Assets owned by IIS, free and clear of any
lien,  mortgage, adverse claim, charge, encumbrance, limitation, restrictions or
limitations  whatsoever.

          c.     Corporate  Existence,  Authorization,  Approval  and
Enforceability.  IIS  is  a  corporation duly organized and existing and in good
standing  under  the laws of the State of Delaware.  IIS has all requisite power
and  authority  to  enter  into  and  perform  the terms of this Agreement.  The
execution,  delivery  and  performance  of  this  Agreement by IIS has been duly
authorized  by  all  necessary  action,  including  any  required  corporate,
partnership or trust authorization.  IIS is not subject to any restriction under
any  corporate  charter,  partnership  agreement,  trust  agreement,  agreement,
instrument,  order,  judgment,  decree, law, statute or regulation, or any other
restriction of any kind or character, which would prevent IIS from entering into
this  Agreement  or  consummating  the  transactions  contemplated  hereby  in
accordance with the terms hereof.  This Agreement when executed and delivered by
IIS  will  constitute  a  valid  and  binding  obligation  of IIS enforceable in
accordance  with  its terms, subject to the laws of general application relating
to  bankruptcy,  insolvency  and  the  relief of debtors, rules of law governing
specific performance, injunctive relief and other equitable remedies, and public
policy.

          d.     No  Conflict.  The  execution, delivery and performance of this
Agreement  by  IIS  shall  not  result in the breach of, default of, or conflict
with,  any  other  agreement  or  obligation  of  IIS.

      4.2     Representations  and  Warranties  of  Garveys.  Garveys  covenant,
represent  and  warrant  to  IIS  that:

          a.      Approval  and  Enforceability.  Garveys  is not subject to any
restriction under any corporate charter, partnership agreement, trust agreement,
agreement,  instrument,  order, judgment, decree, law, statute or regulation, or
any other restriction of any kind or character, which would prevent Garveys from
entering  into  this  Agreement  or  consummating  the transactions contemplated
hereby  in  accordance with the terms hereof.  This Agreement, when executed and
delivered  by Garveys, will constitute a valid and binding obligation of Garveys
together  and individually, enforceable in accordance with its terms, subject to
the  laws  of  general  application  relating  to bankruptcy, insolvency and the
relief  of  debtors,  rules  of  law  governing specific performance, injunctive
relief  and  other  equitable  remedies,  and  public  policy.

          b.     Brokers  or  Finders.  Garveys  has  not incurred, and will not
incur,  directly  or indirectly, any liability for brokerage or finders' fees or
agents'  commissions or any similar charges in connection with this Agreement or
any  transaction  contemplated  hereby.

     4.3     Duration of Covenants, Representations and Warranties.  The Parties
hereby  represent  to each other that all of the representations, warranties and
covenants  contained  in  this  Agreement  and in any documents, certificates or
other instruments delivered by or on behalf of the Parties are true now, will be
true  at  the  Closing  and  shall  survive  the  Closing.


     4.4     Invoicing  Services.  Until  the  earlier  of  three years from the
Closing  Date  or  the  date upon which Garveys (or an entity through which they
operate  the  CitySolutions  Assets) become authorized vendors for the municipal
clients  located  in  Arizona  (the  "Arizona Municipalities"), IIS will deliver
invoices prepared by Garveys for products sold to and services performed for the
Arizona  Municipalities  by  the Garveys relating to the CitySolutions business.
IIS  shall  remit  any  payments received from such Clients with respect to such
invoices  to  the  Garveys  within five business days after IIS's actual receipt
thereof  from  such  Clients  and after posting at IIS' bank.  IIS shall have no
duty  to  pursue any collection efforts with respect to such Clients or invoices
and  shall have no liability with respect to the collection of such receivables.
IIS  shall  transmit  to  Garveys  any correspondence received from such Clients
relating  to  the  collection of any invoices.  Garveys shall indemnify and hold
harmless IIS from and against all liabilities relating to the invoicing services
performed  by IIS and IIS shall have no obligation to continue these services if
such  services  are  determined  to be unlawful or in violation of any agreement
entered  into  between  IIS  and  such  Clients.

GENERAL  PROVISIONS

     5.1     Liabilities  Not  Assumed.  Garveys shall have no responsibility or
obligation  for,  or  be  obligated  to  assume  or  pay any debt, obligation or
liability  of  IIS  except  for  the duties and obligations of the Contracts, as
defined in Exhibit E attached hereto, assigned to Garveys by IIS as set forth in
Section  1.3.

     5.2     Risk  of  Loss.  Risk  of loss to the CitySolutions Assets prior to
the  Closing  shall  remain  on  IIS.

     5.3     Final  Agreement.  This  Agreement and the exhibits attached hereto
constitute  the  final and complete agreement between the Parties concerning the
subject  matter  of  this  Agreement.  This  Agreement  supersedes  all  prior
agreements,  understandings,  negotiations  and  discussions,  written  or oral,
between  the  Parties  with  respect  thereto.  Any  modification,  revision  or
amendment  of  this  Agreement shall not be effective unless made in writing and
executed  by  the  Parties.

     5.4     Language.  The  language  used in this Agreement shall be deemed to
be  the  language  chosen  by the Parties to express their mutual intent, and no
rule  of  strict  construction shall be applied against any Party.  The captions
are  for  convenience  only  and  shall  not  control  or  affect the meaning or
construction  of  the  provisions  of  this  Agreement.

     5.5     Severability.  In  case any one or more of the provisions contained
herein  shall,  for any reason, be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, and this Agreement shall be construed as
if  the invalid, illegal or unenforceable provisions(s) had never been contained
herein;  provided  that  such invalid, illegal or unenforceable provisions shall
first be curtailed, limited or eliminated to the extent necessary to remove such
invalidity, illegality or unenforceability with respect to the applicable law as
it  shall  then  be  applied.

     5.6     Waiver.  Except  as  expressly  set forth herein, any waiver of, or
promise  not to enforce, any right under this Agreement shall not be enforceable
unless  evidenced in writing and signed by the party against whom enforcement of
the  waiver  is  sought.

     5.7     Headings.  The  headings  in  this Agreement are for the purpose of
convenience  only  and  shall not limit, enlarge or affect any of the covenants,
terms,  conditions  or  provisions  of  this  Agreement.

     5.8     Effect  of  Recitals.  The recitals contained in this Agreement are
an  integral  part  of  this  Agreement.

     5.9     Notices.  All  notices,  requests, demands and other communications
made  pursuant  to  this  Agreement  shall  be  in  writing and shall be sent by
registered or certified mail, return receipt requested, or by commercial courier
or  by  facsimile  transmission  to  the Parties at the addresses or numbers set
forth  below,  or to such other person and place as the Party shall designate by
notice  to  the  other  Party:

     IIS:                Chief  Financial  Officer,  IIS
                         2250  West  14th  Street
                         Tempe,  Arizona  85281

     Garveys:            Julie  Garvey
                         1101  E.  Warner  Road,  #160
                         Tempe,  Arizona  85284

     5.10     Assignments.  No  Party  may assign this Agreement or delegate any
obligations  under  this Agreement without obtaining the written consent of each
of  the  other  Parties.

     5.11     Counterparts.  This  Agreement  may  be  executed in any number of
counterparts,  each of which shall be deemed an original, but all of which taken
together  shall  constitute  one  and  the  same  instrument.

     5.12     Governing  Law.  This  Agreement  shall  be governed construed and
enforced in accordance with the laws of the State of Arizona and the laws of the
United States of America.  Any litigation between the Parties shall be conducted
in  Maricopa  County, Arizona and the Parties hereby submit to such jurisdiction
and  venue.

     5.13     Force  Majeure.  Neither  party  will be liable for any failure or
delay  in its performance under this Agreement due to causes, including, but not
limited  to,  acts  of God, acts of civil or military authority, fire, epidemic,
flood,  earthquake,  riot,  war,  sabotage,  labor  shortage,  or  dispute,  and
governmental  action, which are beyond its reasonable control; provided however,
that  the  delayed  party (a) gives the other party written notice of such cause
promptly,  and  in  any  event  within  fifteen  (15) calendar days of discovery
thereof, and (b) uses its reasonable efforts to correct such failure or delay in
its  performance.

     5.14     Independent  Parties.  None  of  the  provisions of this Agreement
shall  be  deemed  to constitute a partnership, joint venture, or any other such
relationship  between  the  parties  hereto,  and  neither  party shall have any
authority  to  bind  the  other  in any manner. Neither party shall have or hold
itself  out  as  having  any right, authority, or agency to act on behalf of the
other  party  in  any  capacity  or in any manner, except as may be specifically
authorized  in  this  Agreement.

     5.15     No  Waiver.  Failure  by  either party to enforce any provision of
this  Agreement will not be deemed a waiver of future enforcement of that or any
other  provision.

     5.16     No  Rights  In  Third  Parties.  This  Agreement  is  made for the
benefit  of  IIS  and  Garveys  and  not  for  the benefit of any third parties.

     5.17     Miscellaneous.  This  Agreement  may  be  executed  in one or more
counterparts,  each  of  which  will  be  deemed  an  original, but all of which
collectively  will  constitute  one  and  the  same instrument. The headings and
captions  used in this Agreement are used for convenience only and are not to be
considered  in construing or interpreting this Agreement. This Agreement will be
interpreted  fairly  in  accordance  with  its  terms  and  without  any  strict
construction  in  favor of or against either party based on draftsmanship of the
Agreement  or  otherwise.

     5.18     Construction.  The  parties  hereto  hereby  acknowledge and agree
that each party has participated in the drafting of this Agreement and that this
Agreement  has  been,  to  the  extent  it  was  felt necessary, reviewed by the
respective  legal  counsel  for  the  parties  hereto  and  that  the  rule  of
construction  to  the effect that any ambiguities are to be resolved against the
drafting  party will not be applied to the interpretation of this Agreement.  No
inference  in  favor  of, or against, any party will be drawn from the fact that
one  party  has  drafted  any  portion  hereof.


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



GARVEYS:                                    IIS:

James G. Garvey, Jr                         Integrated Information Systems, Inc.

By:  /s/  James  G.  Garvey,  Jr.           By:  /s/  Donald H. Megrath
     ---------------------------                -----------------------
Name:  James  G.  Garvey,  Jr.              Name:  Donald  H.  Megrath
                                            Title:  SVP  and  CFO


Julie  Garvey



By:  /s/  Julie  Garvey
    ---------------------
Name:  Julie  Garvey