Exhibit 10.1 Purchase Agreement


    SECURITIES
      EXCHANGE AGREEMENT

    


    This
      SECURITIES EXCHANGE AGREEMENT (“Agreement”) dated as of October 28, 2005, is by
      and between AMERICAN
      SECURITY RESOURCES CORPORATION,
      a
      Nevada corporation (“American Security Resources”), eGo
      DESIGN, INC.,
      an
      Oregon corporation (“eGo”), and Edward
      L. Davis,
      Benjamin
      F. Schafer and
      James Twedt,
      all of
      whom are the only
      shareholders of eGo (the “Shareholders”.)

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      as of September 30, 2005, there were 100,000 issued and outstanding shares
      of
      the common stock, no par value of eGo Designs, Inc. (the “eGo Stock”), all of
      which are owned by the Shareholders;

    


    WHEREAS,
      as of September 30, 2005, there were 42,811,266 issued and outstanding shares
      of
      the common stock, par value $0.001 of American Security Resources Corporation
      common stock (the “American Security Resources Stock”);

    


    WHEREAS,
      American Security Resources proposes to acquire one hundred percent (100%)
      of
      the issued and outstanding shares of eGo on a fully diluted basis at the time
      of
      Closing along with an exclusive right to market and license eGo’s fuel cell
      technology (“Exclusive Fuel Cell License”) for the exchange of twelve Million
      (12,000,000) restricted shares of Common Stock of American Security Resources
      Corporation. Said shares shall represent not less than twenty six percent (26%)
      of the issued and outstanding shares of American Security Resources Corporation
      on the Date of Closing. At the Date of Closing, the bid price for American
      Security shares shall be a minimum of $0.05 per share; and

    


    WHEREAS,
      the Board of Directors of American Security Resources and eGo and the
      Shareholders have duly approved the terms and conditions of this
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants,
      agreements, representations and warranties contained herein, the parties hereto
      agree as follows:

    


    


    ARTICLE
      1

    EXCHANGE
      PRICE

     

    	1.1  	
            Exchange
              At
              the Closing (defined below) to be held in accordance with the
              provisions

          


    of
      Article 3
      below
      and subject to the terms and agreements set forth herein, eGo hereby exchanges
      with American Security Resources and American Security Resources hereby
      exchanges with eGo one hundred percent (100%) of the issued and outstanding
      shares of eGo on a fully diluted basis at the time of Closing (the “eGo
      shares”). The exchange price for the eGo shares shall be Twelve Million
      (12,000,000) shares of the Common Stock of American Security Resources
      Corporation. eGo will provide to American Security Resources the name, address,
      and tax identification number of the person(s) or entities to whom it desires
      to
      have the American Security Resources Stock issued.

    


    .

    


    


    


    ARTICLE
      3

    CLOSING

    


    	3.1  	
            Closing.
              The consummation of the purchase (the “Closing”) shall occur at a
              mutually

          


    agreed
      location in Tualatin, Oregon, as soon as practicable after the mutual agreement
      of American Security Resources, eGo
      and the
      Shareholders that all conditions described in Articles 6 and 7 have been
      satisfied or waived by the applicable party and after American Security
      Resources has had reasonable time to review and verify eGo’s responses to
      American Security Resources’ Due Diligence Request. All costs and expenses
      associated with consummation of the transactions contemplated by this Agreement
      incurred by American Security Resources shall be the sole responsibility of
      American Security Resources, while all expenses incurred by the Shareholders
      and
      eGo shall be the sole responsibility of eGo.

    


    3.2 Deliveries
      by American Security Resources.
      American Security Resources shall deliver, or cause to be delivered to the
      Shareholders at Closing six
      million (6,000,000) shares of Common Stock of American Security Resources
      Corporation, and an additional 6,000,000 shares within 5 business
      days.

    


    3.3 Deliveries
      by eGo Designs, Inc.
      eGo
      Designs, Inc. shall deliver, or cause to be delivered to American
      Security Resources Corporation
      at
      Closing one
      hundred percent (100%) of the issued and outstanding common stock of eGo.


    


    3.4 Appointment
      of a member of the Board of Directors.
      American Security Resources shall appoint Ed Davis to be a member of its board
      of Directors. 

    


    ARTICLE
      4

    REPRESENTATIONS
      OF eGO DESIGNS, INC.

    


    eGo
      hereby represents and warrants to American Security Resources as follows (it
      being acknowledged that American Security Resources is entering into this
      Agreement in material reliance upon each of the following representations and
      warranties, and that the truth and accuracy of each, as evidenced by the
      execution of this Agreement by a duly authorized officer of eGo,
      constitutes a condition precedent to the obligations of American Security
      Resources hereunder).

    


    4.1 Existence
      and Good Standing.
      eGo
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Oregon. eGo
      has no
      subsidiaries. eGo
      has the
      power to own or lease its respective properties and assets and to carry on
      its
      businesses as now being conducted. eGo
      is duly
      qualified to do business and is in good standing in the State of Oregon, which
      is the only jurisdiction in which the character or location of the properties
      owned or leased by eGo
      or the
      nature of the business conducted by eGo
      makes
      such qualification necessary. 

    


    4.2 Capitalization.
      eGo
      currently has outstanding 100,000 shares of common stock and no shares of
      preferred stock. All such outstanding shares have been duly authorized and
      validly issued and are fully paid and nonassessable. There are no outstanding
      options, warrants, rights, calls, commitments, conversion rights, rights of
      exchange, plans or other agreements, commitments or arrangements of any
      character providing for the purchase, subscription, issuance or sale of any
      shares of capital stock of eGo,
      other
      than the acquisition of the eGo
      shares
      as contemplated by this Agreement.

    


    4.3 Ownership
      of Stock.
      eGo
      shall
      transfer one
      hundred percent (100%) of its issued and outstanding common stock of eGo on
      a
      fully diluted basis
      at
      the time of Closing to
      American Security Resources free and clear of all preemptive or similar rights,
      liens, encumbrances, restrictions and claims of every kind and the delivery
      to
      American Security Resources of the eGo Stock pursuant to the provisions of
      this
      Agreement will transfer to American Security Resources valid title thereto,
      free
      and clear of all liens, encumbrances, restrictions and claims of every kind.
      The
      eGo Stock to be exchanged herein has been duly authorized and validly issued
      and
      is fully paid and non-assessable. 

    


    4.4 Authority
      to Execute and Perform Agreement; No Breach.
      eGo
      has the
      full legal right and power and all authority and approval required to enter
      into, execute and deliver this Agreement, and to sell, assign, transfer and
      convey the eGo Stock and to perform fully their respective obligations
      hereunder. This Agreement has been duly executed and delivered by officers
      of
      eGo and, assuming due execution and delivery by, and enforceability against,
      American Security Resources, constitutes the valid and binding obligation of
      eGo
      enforceable in accordance with its terms, subject to the qualifications that
      enforcement of the rights and remedies created hereby is subject to (i)
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting the rights and remedies of creditors, and (ii) general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law). No approval or consent of, or filing with,
      any
      governmental or regulatory body, and no approval or consent of, or filing with,
      any other person is required to be obtained by the Shareholders or in connection
      with the execution and delivery by the Shareholders of this Agreement and
      consummation and performance by them of the transactions contemplated hereby.
      

    


    The
      execution, delivery and performance of this Agreement (including but not limited
      to the employment agreement incorporated by reference pursuant to Section 6
      hereto) by the Shareholders and the consummation of the transactions
      contemplated hereby in accordance with the terms and conditions hereof, the
      Shareholders will not:

    


    
      	 	
              (a)

            	
              violate,
                conflict with, or result in the breach of any of the terms of, or
                constitute (or with notice or lapse of time or both would constitute)
                a
                default under, any contract, lease, agreement or other instrument
                or
                obligation to which a Shareholder is a party or by or to which any
                of the
                properties and assets of the Shareholder may be bound or
                subject;

            


    

    


    
      	 	
              (b)

            	
              violate
                any order, judgment, injunction, award or decree of any court, arbitrator,
                governmental or regulatory body, by which a Shareholder or the securities,
                assets, properties or business of any of him is bound; or
                

            


    

    


    	(c)  	
            violate
              any statute, law or regulation to which Shareholders are
              subject.

          


    


    4.5 Securities
      Matters.
      eGo
      hereby represents, warrants and covenants to American Security Resources, as
      follows:

    


    
      	 	
              (a)

            	
              It
                has been advised that the American Security Resources Stock has not
                been
                registered under the Securities Act of 1933, as amended (the “Securities
                Act”,) or any state securities act in reliance on exemptions
                therefrom.

            


    

    


    
      	 	
              (b)

            	
              The
                American Security Resources Stock is being acquired solely for the
                account
                of eGo’s assignee, for investment, and is not being acquired with a view
                to or for the resale, distribution, subdivision or fractionalization
                thereof. The assignee has no present plans to enter into any such
                contract, undertaking, agreement or arrangement and the assignee
                further
                understands that the American Security Resources Stock may only be
                resold
                pursuant to a registration statement under the Securities Act or
                pursuant
                to some other available exemption.

            


    

    


    
      	 	
              (c)

            	
              eGo
                acknowledges, in connection with the exchange of the American Security
                Resources Stock, that no representation has been made by representatives
                of American Security Resources regarding its business, assets or
                prospects
                other than that set forth herein and that it is relying upon the
                information set forth in the filings made by American Security Resources
                pursuant to Section 13 of the Securities Exchange Act of 1934, as
                amended
                and such other representations and warranties as set forth in this
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              They
                agree that the certificate or certificates representing the American
                Security Resources Stock will be inscribed with substantially the
                following legend:

            


    

    


    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933. The securities have been acquired for investment and
      may
      not be sold, transferred or assigned in the absence of an effective registration
      statement for these securities under the Securities Act of 1933 or an opinion
      of
      the Company’s counsel that registration is not required under said
      Act.”

     

    4.6 Financial
      Statements and No Material Changes.
      Annexed
      hereto as Schedule 4.6(a) are the unaudited balance sheets, income statements
      and statements of cash flows of eGo as of October 28, 2005 (the “eGo Financial
      Statements”).

    


    The
      eGo
      Financial Statements were carefully prepared from the books and records of
      eGo,
      present fairly the financial position, assets and liabilities of eGo and the
      results of its operations, for the respective periods indicated and reflect
      all
      necessary accruals, all in conformity with generally accepted accounting
      principles (“GAAP”) applied on a consistent basis. The eGo Financial Statements
      contain all adjustments (consisting of only normal recurring accruals) required
      to be made by GAAP, subject to normal year-end adjustments.

    


    Except
      as
      disclosed in Schedule 4.6(b), since September 30, 2005 there has been (a) no
      material adverse change in the assets or liabilities, or in the business or
      condition, financial or otherwise, or in the results of operations or prospects,
      of eGo and (b) no material adverse change in the assets or liabilities, or
      in
      the business or condition, financial or otherwise, or in the results of
      operations or prospects, of eGo and to the best knowledge, information and
      belief of eGo, no fact or condition exists or is contemplated or threatened
      which might cause such a change in the future. 

    


    4.7 Books
      and Records.
      The
      minute books of eGo, all the contents of which have been previously made
      available to American Security Resources and their representatives, contain
      accurate records of all meetings of, and action taken by (including action
      taken
      by written consent) the Shareholder and the Board of Directors of eGo. Except
      as
      set forth on Schedule 4.7 attached hereto, eGo does not have any of its
      respective records, systems, controls, data or information recorded, stored,
      maintained, operated or otherwise wholly or partly dependent upon or held by
      any
      means (including any electronic, mechanical or photographic process, whether
      computerized or not) which (including all means of access thereto and therefrom)
      are not under the exclusive ownership and direct control of eGo.

    


    4.8 Title
      to Properties; Encumbrances.
      

    


    
      	 	
              (a)

            	
              Except
                as set forth on Schedule 4.8 attached hereto, eGo has good, valid
                and
                marketable title to (a) all of its properties and assets (real and
                personal, tangible and intangible), including, without limitation,
                all of
                the properties and assets reflected in the balance sheet included
                as part
                of the eGo Financial Statements, except as indicated in the Schedules
                hereto; and (b) all of the properties and assets purchased by eGo
                since
                September 30, 2005 all of which purchases as of a date not more than
                two
                days prior to the date of this Agreement, have been set forth on
                Schedule
                4.8 attached hereto; in each case subject to no encumbrance, lien,
                charge
                or other restriction of any kind or
                character.

            


    

    


    
      	 	
              (b)

            	
              The
                rights, properties and other assets presently owned, leased or licensed,
                by eGo reflected on the balance sheet included in the eGo Financial
                Statements or acquired since September 30, 2005 include all rights,
                properties and other assets necessary to permit eGo to conduct its
                business in the same manner as its business has heretofore been conducted.
                All such properties and assets owned or leased by eGo are in satisfactory
                condition and repair, other than ordinary wear and
                tear.

            


    

    


    4.9 Leases.
      Schedule 4.9 attached hereto, contains an accurate and complete list and
      description of the terms of all leases to which eGo is a party (as lessee or
      lessor). Each lease listed on Schedule 4.6 (or required to be set forth on
      Schedule 4.6) is in full force and effect; all rents and additional rents due
      to
      date on each such lease have been paid; in each case, the lessee has been in
      peaceable possession since the commencement of the original term of such lease
      and is not in default thereunder and no waiver, indulgence or postponement
      of
      the lessee’s obligations thereunder has been granted by the lessor; and there
      exists no event of default or event, occurrence, condition or act (including
      the
      consummation of the transactions contemplated hereby) which, with the giving
      of
      notice, the lapse of time or the happening of any further event or condition,
      would become a default under such lease. eGo has not violated any of the terms
      or conditions under any such lease in any material respect, and, to the best
      knowledge, information and belief of eGo, all of the covenants to be performed
      by any other party under any such lease have been fully performed. The property
      leased by eGo is in a state of good maintenance and repair and is adequate
      and
      suitable for the purposes for which it is presently being used.

    


    4.10 Material
      Contracts.
      Except
      as set forth on Schedule 4.10 attached hereto, eGo is not bound by:

    


    
      	 	
              (a)

            	
              any
                agreement, contract or commitment relating to the employment of any
                person
                by eGo, or any bonus, deferred compensation, pension, profit sharing,
                employee option, employee stock purchase, retirement or other employee
                benefit plan;

            


    

    


    
      	 	
              (b)

            	
              any
                agreement, indenture or other instrument which contains restrictions
                with
                respect to payment of dividends or any other distribution in respect
                of
                its shares; 

            


    

    


    
      	 	
              (c)

            	
              any
                loan or advance to, or investment in, any individual, partnership,
                joint
                venture, corporation, trust, unincorporated organization, government
                or
                other entity (each a “Person”) or any agreement, contract or commitment
                relating to the making of any such loan, advance or
                investment;

            


    

    


    
      	 	
              (d)

            	
              any
                guarantee or other contingent liability in respect of any indebtedness
                or
                obligation of any Person (other than the endorsement of negotiable
                instruments for collection in the ordinary course of
                business);

            


    

    


    
      	 	
              (e)

            	
              any
                management service, consulting or any other similar type
                contract;

            


    

    


    
      	 	
              (f)

            	
              any
                agreement, contract or commitment limiting the freedom of eGo to
                engage in
                any line of business or to compete with any Person;
                

            


    

    


    
      	 	
              (g)

            	
              any
                agreement, contract or commitment not entered into in the ordinary
                course
                of business which involves $250,000 or more and is not cancelable
                without
                penalty or premium within 30 days; or


            


    

    


    
      	 	
              (h)

            	
              any
                agreement, contract or commitment which might reasonably be expected
                to
                have a potential adverse impact on the business or operations of
                eGo;
                or

            


    

    


    
      	 	
              (i)

            	
              any
                agreement, contract or commitment not reflected in the eGo Financial
                Statement under which eGo is obligated to make cash payments of,
                or
                deliver products or render services with a value greater than $100,000
                individually or $300,000 in the aggregate, or receive cash payments
                of, or
                receive products or services with a value greater than $100,000
                individually or $300,000 in the aggregate, and any other agreement,
                contract or commitment which is material to the conduct of the business
                of
                eGo. 

            


    

    


    Each
      contract or agreement set forth on Schedule 4.10 is in full force and effect
      and
      there exists no default or event of default or event, occurrence, condition
      or
      act (including the consummation of the transactions contemplated hereby) which,
      with the giving of notice, the lapse of time or the happening of any other
      event
      or condition, would become a default or event of default thereunder. eGo has
      not
      violated any of the terms or conditions of any contract or agreement set forth
      on Schedule 4.10 in any material respect, and, to the best knowledge,
      information and belief of eGo, all of the covenants to be performed by any
      other
      party thereto have been fully performed. Except as set forth on Schedule 4.10,
      the consummation of the transactions contemplated hereby does not constitute
      an
      event of default (or an event, which with notice or the lapse of time or both
      would constitute a default) under any such contract or agreement.

    


    4.11 Restrictive
      Documents.
      Except
      as set forth on Schedule 4.11 attached hereto, neither eGo nor the Shareholders
      are subject to, or a party to, any charter, by-law, mortgage, lien, lease,
      license, permit, agreement, contract, instrument, law, rule, ordinance,
      regulation, order, judgment or decree, or any other restriction of any kind
      or
      character, which could materially adversely affect the business practices,
      operations or condition of eGo or any of its assets or property (“eGo’s
      Property”,) or which would prevent consummation of the transactions contemplated
      by this Agreement, compliance by the Shareholder with the terms, conditions
      and
      provisions hereof or the continued operation of “eGo’s Business” after the date
      hereof or the Closing on substantially the same basis as heretofore operated
      or
      which would restrict the ability of eGo to conduct business in any
      area.

    


    4.12 Litigation.
      Except
      as set forth on Schedule 4.12 attached hereto, there is no action, suit,
      proceeding at law or in equity, arbitration or administrative or other
      proceeding by or before (or to the best knowledge, information and belief of
      eGo
      any investigation by) any governmental or other instrumentality or agency,
      pending, or, to the best knowledge, information and belief of eGo, threatened,
      against or affecting eGo, or any of their respective properties or rights.
      There
      are no outstanding orders, judgments, injunctions, awards or decrees of any
      court, governmental or regulatory body or arbitration tribunal by which eGo,
      or
      any officer, director or employee of eGo, or the securities, assets, properties
      or business of any of them is bound.

    


    4.13 Taxes.
      Except
      as set forth on Schedule 4.13, eGo has filed or caused to be filed, within
      the
      times and within the manner prescribed by law, all federal, state, local and
      foreign tax returns and tax reports which are required to be filed by, or with
      respect to eGo. Such returns and reports reflect accurately all liability for
      taxes of eGo for the periods covered thereby. Except as set forth on Schedule
      4.10, all federal, state, local and foreign income, profits, franchise,
      employment, sales, use, occupancy, excise and other taxes and assessments,
      stock
      and transfer taxes (including interest and penalties) payable by, or due from
      eGo, have been fully paid and fully provided for in the books and eGo Financial
      Statements. No examination of any tax return of eGo is currently in progress.
      There are no outstanding agreements or waivers extending the statutory period
      of
      limitation applicable to any tax return of eGo. Schedule 4.13 attached hereto
      lists all tax sharing contracts, agreements or arrangements to which eGo is
      a
      party and all such contracts, agreements and arrangements have been terminated
      prior to the Closing with no liability or obligation to eGo.

    


    4.14 Liabilities.
      Except
      as set forth on Schedule 4.14, eGo has no outstanding claims, liabilities or
      indebtedness, contingent or otherwise, which are not properly reflected in
      the
      eGo Financial Statements in a manner consistently with past practice, other
      than
      liabilities incurred subsequent to September 30, 2005, in the ordinary course
      of
      business not exceeding $25,000 individually or $50,000 in the aggregate. Neither
      is eGo in default in respect of the terms or conditions of any indebtedness,
      except where such default would not have a material adverse effect on the
      business assets or prospects of eGo.

    


    4.15 Insurance.
      eGo
      maintains no insurance policies with respect to its business, properties
      or

    employees.
      

    


    4.16 Compliance
      with Laws.
      To the
      knowledge of eGo, the Shareholders, its officers, directors or employees, there
      are no violations by eGo, its officers, directors or employees of any applicable
      order, judgment, injunction, award or decree, related to, arising out of or
      affecting eGo’s Business or properties, the violation of which would have a
      material adverse effect on the business assets or prospects of eGo. To the
      knowledge of eGo, the Shareholders, its officers, and directors, eGo is not
      in
      violation of any federal, state, local or foreign law, ordinance, regulation
      or
      any other requirement of any governmental or regulatory body, court or
      arbitrator (including, without limitation, laws relating to the environment
      and
      OSHA and the Americans with Disabilities Act.) 

    


    4.17 Employment
      Relations.
      eGo is
      in compliance with all federal, state or other applicable laws, domestic or
      foreign, respecting employment and employment practices, terms and conditions
      of
      employment and wages and hours, and has not and is not engaged in any unfair
      labor practice. 

    


    4.18 No
      Changes Since the September 30, 2005 Balance
      Sheet Date.
      Except
      as disclosed in Schedule 4.18, since the September 30, 2005, Balance
      Sheet, eGo has not on a consolidated basis:

    


    
      	 	
              (a)

            	
              incurred
                any liability or obligation of any nature (whether accrued, absolute,
                contingent or otherwise,) except liabilities and obligations in the
                ordinary course of business and consistent with past practice, resulting
                in an increase for the liabilities shown on the September 30, 2005
                Balance
                Sheet of more than $50,000 in the
                aggregate;

            


    

    


    
      	 	
              (b)

            	
              permitted
                any of its material assets to be subjected to any mortgage, pledge,
                lien,
                security interest, encumbrance, restriction or charge of any
                kind;

            


    

    


    
      	 	
              (c)

            	
              sold,
                transferred or otherwise disposed of any material assets except inventory
                sold in the ordinary course of business and consistent with past
                practice;

            


    

    


    
      	 	
              (d)

            	
              made
                any single capital expenditure or commitment therefor, in excess
                of
                $25,000 or made aggregate capital expenditures and commitments therefor
                in
                excess of $50,000;

            


    

    


    
      	 	
              (e)

            	
              declared
                or paid any dividend or made any distribution on any shares, or redeemed,
                purchased or otherwise acquired any shares or any option, warrant
                or other
                right to purchase or acquire any such
                shares;

            


    

    


    
      	 	
              (f)

            	
              made
                any bonus or profit sharing distribution or payment of any
                kind;

            


    

    


    
      	 	
              (g)

            	
              increased
                its indebtedness for borrowed money, or made any loan to any
                Person;

            


    

    


    
      	 	
              (h)

            	
              written
                off as uncollectible any notes or accounts receivable, except immaterial
                write-downs or write-offs in the ordinary course of business and
                consistent with past practice which do not exceed $100,000 in the
                aggregate charged to applicable reserves, and none of which individually
                or in the aggregate is material to eGo on a consolidated
                basis;

            


    

    


    
      	 	
              (i)

            	
              granted
                any increase in the rate of wages, salaries, bonuses or other remuneration
                or benefits of any executive employee or other employees or
                consultants;

            


    

    


    
      	 	
              (j)

            	
              canceled
                or waived any claims or rights of substantial
                value;

            


    

    


    
      	 	
              (k)

            	
              made
                any change in any method of accounting or auditing
                practice;

            


    

    


    
      	 	
              (l)

            	
              otherwise
                conducted its business or entered into any transaction, except in
                the
                usual and ordinary manner and in the ordinary course of business
                and
                consistent with past practices; 

            


    

    


    
      	 	
              (m)

            	
              paid,
                discharged or satisfied any claims, liabilities or obligations (absolute,
                accrued, contingent or otherwise) other than the payment, discharge
                or
                satisfaction in the ordinary course of business and consistent with
                past
                practice of liabilities and obligations reflected and reserved against
                in
                eGo’s September 30, 2005 Balance Sheet or incurred in the ordinary course
                of business and consistent with past practice since the September
                30, 2005
                Balance Sheet;

            


    

    


    
      	 	
              (n)

            	
              paid,
                loaned or advanced any amount to, or sold, transferred or leased
                any
                properties or assets (real, personal or mixed, tangible or intangible
                to,
                or entered into any agreement or arrangement of any kind with any
                of its
                officers, directors or shareholders or any affiliate or associate
                of its
                officers, directors or shareholders, except compensation to officers
                at
                rates not exceeding the rate of compensation in effect as of the
                September
                30, 2005, Balance
                Sheet Date;

            


    

    


    
      	 	
              (o)

            	
              suffered
                any material adverse changes in its working capital, financial condition,
                assets, liabilities (absolute, accrued, contingent or otherwise,)
                reserves, business operations or prospects; or


            


    

    


    
      	 	
              (p)

            	
              agreed,
                whether or not in writing, to do any of the
                foregoing.

            


    

    


    4.19 Disclosure.
      To the
      best of eGo’s knowledge and belief, neither this Agreement, nor the eGo
      Financial Statements referred to in Section 4.6 hereof, any Schedule, exhibit
      or
      certificate attached hereto or delivered in accordance with the terms hereof
      or
      any document or statement in writing which has been supplied by or on behalf
      of
      the Shareholder or by or on behalf of any of eGo’s directors or officers in
      connection with the transactions contemplated by this Agreement contain any
      untrue statement of a material fact, or omits any statement of a material fact
      necessary in order to make the statements contained herein or therein not
      misleading. There is no fact known to the eGo which could materially and
      adversely affect the business, prospects or financial condition of eGo or its
      respective properties or assets, which has not been set forth in this Agreement,
      the eGo Financial Statements referred to in Section ----4.6 hereof (including
      the footnotes thereto,) any Schedule, exhibit or certificate attached hereto
      or
      delivered in accordance with the terms hereof or any document or statement
      in
      writing which has been supplied by or on behalf of the Shareholder or by or
      on
      behalf of any of eGo’s directors or officers in connection with the transactions
      contemplated by this Agreement.

    


    4.20 Broker’s
      or Finder’s Fees.
      Except
      as
      set forth on Schedule 4.20 attached hereto, no agent, broker, person or firm
      acting on behalf of the Shareholders or eGo
      is, or
      will be, entitled to any commission or broker’s or finder’s fees from any of the
      parties hereto, or from any Person controlling, controlled by or under common
      control with any of the parties hereto, in connection with any of the
      transactions contemplated by this Agreement. Any Broker’s of Finder’s Fees
      incurred for the transaction contemplated by this Agreement, will be the sole
      responsibility of eGo
      and a
      table of any such commissions due by eGo
      are
      included in Schedule 4.20.

    


    4.21 Copies
      of Documents.
      The
      Shareholders have caused to be made available for inspection

    and
      copying by American Security Resources and its advisers, true, complete and
      correct copies of all documents referred to in this Article 4 or in any Schedule
      attached hereto.

    


    


    ARTICLE
      5

    REPRESENTATIONS
      OF AMERICAN SECURITY RESOURCES

    


    American
      Security Resources hereby represents and warrants to eGo and the Shareholders
      as
      follows (it being acknowledged that eGo and the Shareholders are entering into
      this Agreement in material reliance upon each of the following representations
      and warranties, and that the truth and accuracy of each, as evidenced by the
      execution of this Agreement by a duly authorized officer of American Security
      Resources, constitutes a condition precedent to the obligations of eGo and
      the
      Shareholders hereunder.) 

    


    5.1 Existence
      and Good Standing.
      American Security Resources is a corporation duly organized, validly existing
      and in good standing under the laws of Nevada. American Security Resources
      has
      the power to own or lease its properties and assets and to carry on its business
      as now being conducted. American Security Resources is not qualified to do
      business in any foreign jurisdiction. 

    


    5.2 Capitalization. 
      American
      Security Resources currently has outstanding
      42,811,266
      shares
      of common stock and no shares of preferred stock. All such outstanding shares
      have been duly authorized and validly issued and are fully paid and
      nonassessable. 

    


    5.3 Approval
      of the Agreement.
      The
      Board of Directors of American Security Resources has authorized the execution
      and delivery of this Agreement and has approved the transactions contemplated
      hereby. The approval of the shareholders of American Security Resources shall
      not be required to approve, authorize, or enter into the Agreement or the
      transaction contemplated hereby.

    


    5.4 Validity
      of American Security Resources Stock.
      The
      shares of American Security Resources Stock when issued pursuant to paragraph
      1.1 above, shall have been duly authorized and validly issued and fully paid
      and
      nonassessable.

    


    


    ARTICLE
      6

    CONDITIONS
      TO AMERICAN SECURITY RESOURCES’ OBLIGATIONS

    


    The
      acquisition of the eGo Shares by American Security Resources at the Closing
      is
      conditioned upon satisfaction, on or prior to such date, of the following
      conditions:

    


    6.1 Good
      Standing and Other Certificates.
      eGo
      shall deliver to American Security Resources, a Secretary’s certificate, which
      shall be attached hereto as Exhibit 6.1, with the following attached as
      exhibits: 

    


    
      	 	
              (a)

            	
              copies
                of certificates of incorporation, all amendments thereto, in each
                case
                certified by the Secretary of State or other appropriate official
                of its
                jurisdiction of incorporation or organization;


            


    

    


    
      	 	
              (b)

            	
              a
                certificate from the Secretary of State or other appropriate official
                of
                their respective jurisdictions of incorporation to the effect that
                eGo is
                in good standing or subsisting in such jurisdiction and listing all
                charter documents including all amendments thereto, on file;
                

            


    

    


    
      	 	
              (c)

            	
              a
                copy of the bylaws of eGo, certified by its Secretary as being true
                and
                correct and in effect on the
                Closing.

            


    

    


    
      	 	
              (d)

            	
              a
                resolution of eGo’s Board of Directors approving the transactions
                contemplated hereby and authorizing the President and Secretary of
                each
                entity to execute this Agreement and all documents necessary to consummate
                the sale of the Shares. 

            


    

    


    6.2 Officer
      Certificate.
      eGo
      shall deliver a certificate of its President, attached hereto as Exhibit 6.2,
      stating the following:

    


    
      	 	
              (a)

            	
              Certain
                Agreements.
                Except as listed on Schedule 4.10, there are no management or consulting
                agreements with any third parties to provide services to
                eGo.

            


    

    


    
      	 	
              (b)

            	
              No
                Material Adverse Change.
                Prior to Closing, there shall be no material adverse change in the
                assets
                or liabilities, the business or condition, financial or otherwise,
                the
                results of operations, or prospects of eGo, whether as a result of
                any
                legislative or regulatory change, revocation of any license or rights
                to
                do business, fire, explosion, accident, casualty, labor trouble,
                flood,
                drought, riot, storm, condemnation or act of God or other public
                force or
                otherwise.

            


    

    


    
      	 	
              (c)

            	
              Truth
                of Representations and Warranties.
                The representations and warranties of eGo contained in this Agreement
                or
                in any Schedule attached hereto shall be true and correct on and
                as of the
                Closing with the same effect as though such representations and warranties
                had been made on and as of such date.


            


    

    


    
      	 	
              (d)

            	
              Performance
                of Agreements.
                All of the agreements of eGo to be performed on or before the Closing
                pursuant to the terms hereof shall have been duly performed.
                

            


    

    


    
      	 	
              (e)

            	
              No
                Litigation Threatened.
                No action or proceedings shall have been instituted or threatened
                before a
                court or other government body or by any public authority to restrain
                or
                prohibit any of the transactions contemplated hereby.
                

            


    

    


    6.3 Patents
      and/or Patent Applications are in Good Standing.
      eGo
      shall deliver to American Security Resources, an Attorney’s opinion that all
      Patents and/or Patents Applications enumerated in the Exclusive
      Fuel Cell License are
      owned
      by eGo and that all said Patents are in good standing with all governmental
      entities that oversee US patents, which shall be attached hereto as Exhibit
      6.3,
      with the following attached as exhibits: 

    


    
      	 	
              (a)

            	
              copies
                of all Patents, all amendments thereto, in each case certified by
                the US
                Patent Office or other appropriate governmental entity;
                and

            


    

    


    
      	 	
              (b)

            	
              a
                resolution of eGo’s Board of Directors approving the transactions
                contemplated hereby and authorizing the President and Secretary of
                each
                entity to execute this Agreement and all documents necessary to consummate
                the sale of the Exclusive Fuel Cell License.


            


    

    


    6.4 Governmental
      Approvals.
      All
      governmental and other consents and approvals, if any, necessary to permit
      the
      consummation of the transactions contemplated by this Agreement shall have
      been
      received. 

    


    6.5 Proceedings.
      All
      proceedings to be taken in connection with the transactions contemplated by
      this
      Agreement and all documents incident thereto shall be satisfactory in form
      and
      substance to American Security Resources and their counsel, and American
      Security Resources shall have received copies of all such documents and other
      evidences as they or their counsel may reasonably request in order to establish
      the consummation of such transactions and the taking of all proceedings in
      connection therewith.

    


    6.6 Unaudited
      Financial Statements.
      eGo’s
      unaudited balance sheets, income statements and statements of cash flows of
      eGo
      as of September 30, 2005 shall have been completed and delivered before
      Closing.

    


    6.7 Employment
      Agreements.
      At some
      point in the future, American Security Resources and eGo may enter into
      employment agreements with Shareholders---. Further, American Security Resources
      has the right to purchase, at its own expense, keyman insurance on the
      Shareholders, where the name of the insured is a Shareholder and the beneficiary
      is American Security Resources. The Shareholders will cooperate to their fullest
      ability to obtain said keyman insurance at the request of American Security
      Resources. 

    


    ARTICLE
      7

    CONDITIONS
      TO THE OBLIGATIONS OF

    THE
      SHAREHOLDERS AND EGO

    


    The
      obligations of the Shareholders and eGo at Closing Date are conditioned upon
      satisfaction, on or prior to such date, of the following
      conditions:

    


    7.1 Secretary’s
      Certificate.
      American Security Resources shall have delivered to eGo, a Secretary’s
      certificate, attached hereto as Exhibit 7.1, with the following attached as
      exhibits:

    


    
      	 	
              (a)

            	
              copies
                of the Articles of Incorporation, including all amendments thereto,
                of
                American Security Resources; 

            


    

    


    
      	 	
              (b)

            	
              copies
                of resolutions of the Board of Directors of American Security Resources
                approving this Agreement; and

            


    

    


    
      	 	
              (c)

            	
              certificates
                from the Secretary of State of the State of Nevada to the effect
                that
                American Security Resources is in good standing in such State and
                listing
                all charter documents, including all amendments thereto, of American
                Security Resources on file.

            


    

    


    7.2 Truth
      of Representations and Warranties.
      The
      representations and warranties of American Security Resources contained in
      this
      Agreement shall be true and correct on and as of the Closing with the same
      effect as though such representations and warranties had been made on and as
      of
      such date, and American Security Resources shall have delivered to eGo a
      certificate, dated as of the Closing, to such effect.

    


    ARTICLE
      8

    SURVIVAL
      OF REPRESENTATIONS

    


    


    8.1 Survival
      of Covenants and Agreements.
      The
      respective representations, warranties, covenants and agreements of eGo and
      American Security Resources contained in this Agreement, or any Schedule
      attached hereto or any agreement or document delivered pursuant to this
      Agreement shall survive for a period of twelve months from the consummation
      of
      the transactions contemplated hereby; provided, however, that the
      representations, warranties and agreements made with regard to taxes and ERISA
      matters shall survive until the applicable statutes of limitations have expired;
      and provided further, however, that with respect to any covenant, term or
      provision to be performed hereunder or in any of the Schedules hereto or any
      documents or agreements delivered hereunder, the right of indemnification under
      this Article 8 shall survive until such covenant, term or provision has been
      fully paid, performed or discharged. 

    


    ARTICLE
      9

    MISCELLANEOUS

    


    9.1 Knowledge
      of eGo and American Security Resources.
      Where
      any representation or warranty contained in this Agreement is expressly
      qualified by reference to the knowledge, information and belief of the
      Shareholders, eGo or American Security Resources, as the case may be, confirm
      that they have made due and diligent inquiry as to the matters that are the
      subject of such representations and warranties.

    


    9.2 Expenses.
      Except
      as otherwise provided for herein, the parties hereto shall pay all of their
      own
      expenses relating to the transactions contemplated by this Agreement, including,
      without limitation, the fees and expenses of their respective counsel and
      financial advisers. 

    


    9.3 Governing
      Law.
      The
      interpretation and construction of this Agreement, and all matters relating
      hereto, shall be governed by the laws of the State of Texas applicable to
      agreements executed and to be performed solely within such State without regard
      to conflicts of laws.

    


    9.4 Jurisdiction.
      Any
      judicial proceeding brought against any of the parties to this Agreement on
      any
      dispute arising out of this Agreement or any matter related hereto may be
      brought in the courts of the State of Texas, or in the Federal Courts for the
      Southern District of Texas, and, by execution and delivery of this Agreement,
      each of the parties to this Agreement accepts the exclusive jurisdiction of
      such
      courts, and irrevocably agrees to be bound by any judgment rendered thereby
      in
      connection with this Agreement. The prevailing party or parties in any such
      litigation shall be entitled to receive from the losing party or parties all
      costs and expenses, including reasonable counsel fees, incurred by the
      prevailing party or parties.

    


    9.5 Captions.
      The
      Article and Section captions are used herein for reference purposes only, and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

    


    9.6 Publicity.
      Except
      as otherwise required by law, none of the parties hereto shall issue any press
      release or make any other public statement, in each case relating to, connected
      with or arising out of this Agreement or the matters contained herein, without
      obtaining the prior approval of American Security Resources and eGo to the
      contents and the manner of presentation and publication thereof. The parties
      hereto agree that the execution of this Agreement requires the release of
      information to the financial press concerning this acquisition and accordingly
      agree to promptly issue a press release mutually acceptable to eGo and American
      Security Resources and to file a Form 8-K report with the Securities and
      Exchange Commission containing this agreement and all exhibits and schedules
      hereto.

    


    9.7 Notices.
      Any
      notice or other communication required or permitted hereunder shall be deemed
      sufficiently given when delivered in person, one business day after delivery
      to
      a reputable overnight carrier, four business days if delivered by registered
      or
      certified mail, postage prepaid or when sent by telecopy with a copy following
      by hand or overnight carrier or mailed, certified or registered mail, postage
      prepaid, addressed as follows: 

    


    If
      to
eGo: 

    


    eGO
      Design, Inc.

    18861
      S.W. Martinazzi, Suite 203j

    Tualatin,
      Oregon 97062

    Attn:
      James Twedt

    


     

    If
      to
American
      Security Resources:

    


    American
      Security Resources

    9601
      Katy
      Freeway, Suite 220

    Houston,
      Texas 77024

    Attn:
      Joe
      E. Grace, Chairman

    


    With
      a
      copy to:

    


    Victor
      L.
      McCall, Esquire

    The
      McCall Law Firm

    420
      E.
      Lamar Blvd., Suite 100

    Arlington,
      Texas 76011

    


    9.8 Parties
      in Interest.
      This
      Agreement may not be transferred, assigned, pledged or hypothecated by any
      party
      hereto, other than by operation of law. This Agreement shall be binding upon
      and
      shall inure to the benefit of the parties hereto and their respective heirs,
      executors, administrators, successors and assigns.

    


    9.9 Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which taken
      together shall constitute one instrument.

    


    9.10 Entire
      Agreement.
      This
      Agreement, including the Schedules hereto and the other documents referred
      to
      herein which form a part hereof, contain the entire understanding of the parties
      hereto with respect to the subject matter contained herein and therein. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to such subject matter.

    


    9.11 Amendments.
      This
      Agreement may not be changed orally, but only by an agreement in writing signed
      by American Security Resources, the Shareholders and eGo.

    


    9.12 Severability.
      In case
      any provision in this Agreement shall be held invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions hereof
      will not in any way be affected or impaired thereby.

    


    9.13 Third
      Party Beneficiaries.
      Each
      party hereto intends that this Agreement shall not benefit or create any right
      or cause of action in or on behalf of any Person other than the parties
      hereof.

    


    	9.14  	
            Cooperation
              After Closing.
              From and after Closing, each of the parties hereto
              shall

          


    execute
      such documents and other papers and take such further actions as may be
      reasonably required or desirable to carry out the provisions hereof and the
      transactions contemplated hereby.

    


    IN
      WITNESS WHEREOF, American Security Resources Corporation and eGo Designs, Inc.
      have executed this Agreement, all as of the day and year first above
      written. 

    
 

    AMERICAN
      SECURITY RESOURCES CORPORATION

    


    
      	
              By:
                /s/ Frank R Neukomm

            
	
              Frank
                R Neukomm, CFO, Director and Secretary

            
	 
	
              eGo
                DESIGN, INC.

               

            
	
              By:
                /s/ Ed Davis

            
	
              Ed
                Davis, Shareholder

            
	 
	
              By:
                /s/ Ben Schafer

            
	
              Benjamin
                F. Schafer, Shareholder

            
	 
	
              By:
                /s/ Jim Twedt

            
	
              James
                Twedt, Shareholder

            
	 


    

    


    


    


    


    


    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SECURITIES
      PURCHASE AGREEMENT

    DATED
      OCTOBER 28, 2005

    BY
      AND BETWEEN 

    AMERICAN
      SECURITY RESOURCES CORPORATION, 

    AND
      eGO DESIGNS, INC.

    


    


    


    


    SCHEDULES
      & EXHIBITS

    


    


    


    eGo
      Schedules

    


    4.6(a) Financial
      Statements dated October 28, 2005

    4.6(b) Material
      Adverse Changes since September 30, 2005

    4.7   Books
      and
      Records

    4.8  Title
      to
      Properties

    4.9  Leases

    4.10 Material
      Contracts

    4.11 Restrictive
      Documents 

    4.12 Litigation
      

    4.13 Taxes

    4.14 Liabilities

    4.18
      Changes Since the December 31, 2004 Balance Sheet

    4.18(f)
      Schedule of Bonuses

    4.20  
Broker's/Finder's
      Fees


    Exhibits

    


    6.1
Secretary’s
      Certificate of eGo

    6.2
President’s
      Certificate of eGo

    6.3 Attorney’s
      Opinion Letter stating eGo’s Patents are owned by eGo and are in Good
      Standing

    7.1
Secretary’s
      Certificate of American Security Resources

    7.2
      President’s Certificate of American Security
      Resources