Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.11






EXHIBIT 10.11 

ASSET PURCHASE AGREEMENT 

THIS AGREEMENT (together with the schedules attached
hereto, this “Agreement”) dated as of June
24th, 2006 

BETWEEN: 

HASOX INC. a company
incorporated under the laws of State of Nevada and having a registered address
at 502 East John Street, Carson City, Nevada 89706 

(herein called the “Buyer”)


AND: 

FIRST GLOBAL TECHNOLOGIES
LIMITED a company incorporated in the British Virgin Islands and having a
registered address at RG Hodge Plaza, Box 3161, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands 

(herein called “Seller”)


WHEREAS: 

The Buyer desires to purchase and acquire from the Seller and
the Seller desires to sell and assign to the Buyer all of the Sellers rights,
title and interest in and to all of the Intellectual Property and Permits
required for the development, exploitation and use of technology that is a
programmed handheld PDA which allows ordering and payment for a variety of hotel
based services (collectively, the “Assets”) in exchange for shares of the
Buyer. 

The completion of the sale and purchase of the Assets is
contingent on the concurrent completion of the purchase (the “Share
Purchase”) whereby the Seller will acquire from THE NEW MEDIA TECHNOLOGY
PARTNERSHIP LLP (“Magenta Media LLP”) all of the issued share capital of
a limited company (“Holdco”) to be created by Magenta Media LLP for the
purposes of allowing Magenta Media LLP to divest itself of the Assets; 

The parties desire to enter into this Agreement to set forth
their mutual agreements concerning the above matter. 

NOW, THEREFORE, in consideration of the sum of US$10.00, paid
by each party to the other, the receipt of which is mutually acknowledged and
the mutual promises of the parties hereto, and of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is mutually agreed by and between the parties hereto as follows: 

ARTICLE 1 

SALE AND TRANSFER OF ASSETS; CLOSING 

1.1      Sale of Asset Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained herein, at the
closing of the transactions contemplated hereby (the “Closing”), the
Seller will sell, convey, assign and transfer the Assets to the Buyer, and the
Buyer will purchase and acquire the Assets from the Seller, free and clear of
any claims or Encumbrances (as defined in Section 2.6) . The Assets shall
include all of the Seller’s right, title and interest in and to the following as
at the Closing Date (as defined in Section 1.3 below): 

1 




     (i)     
Intellectual Property. All rights in and to patents and patent
applications, registered or unregistered trademarks, service marks, and
trademark or service mark registrations and applications, trade names, logos,
designs, Internet domain names, slogans and general intangibles of like nature,
together with all goodwill relating to the foregoing, copyrights, copyright
registrations, renewals and applications, Software (as defined in Section
2.7(h), licenses, agreements and all other proprietary rights, which relate to
the use and exploitation of the Assets (collectively, the “Intellectual
Property”). Intellectual Property shall also include all technology and
proprietary information developed by any employee, consultant or agent of the
Seller during the course of their employment, consultancy or agency with the
Seller; 

     (ii)     
Permits and Licenses. All rights of the Seller with respect to permits,
approvals, orders, authorizations, consents, licenses, certificates and all
pending applications therefor (collectively, “Permits”), which have been
issued or granted to, or are owned or used by, the Seller in connection with the
ownership or use of the Assets; 

     1.2     
Consideration. In consideration of the sale, transfer and assignment to
the Buyer of the Assets, at the Buyer shall issue and deliver to the Seller in
consideration for the issue to the Seller, on Closing, an aggregate of 5,000,000
common shares in the capital of the Buyer (the " Shares"). 

     1.3    
 The Closing. The parties acknowledge and agree that: 

     (a)     
the Closing will take place contemporaneously with the completion of the Share
Purchase subject to the satisfaction or waiver of the Closing conditions set
forth in Articles 5 and 6 of this Agreement, on or before June 30, 2006 (the
“Closing Date”); 

     (b)    
 the Seller has agreed with Magenta Media LLP that on Closing, the Seller
will deliver the Shares to Magenta Media LLP as consideration for the Share
Purchase, and that conditional upon the execution and delivery by Magenta Media
LLP to the Buyer of a Regulation S Investment Agreement, in a form acceptable to
the Buyer, the Buyer will agree to a transfer of the Shares as satisfaction of
the Share Purchase consideration, concurrently with the Closing. 

     1.4     
Closing Obligations. At Closing, the Buyer and the Seller shall take the
following actions, in addition to such other actions as may otherwise be
required under this Agreement: 

     (a)    
 Conveyance Instruments. The Seller shall deliver to the Buyer or
its designee such warranty deeds, bills of sale, assignments, and other
instruments of conveyance and transfer as the Buyer may reasonably request to
effect the assignment to the Buyer or its designee of the Assets. 

     (b)     
Consideration. The Buyer shall deliver to the Seller the Shares which
Shares will be transferred by the Seller to Magenta Media LLP subject to the
receipt by the Buyer of the investment agreement referred to in Section 1.3(b)
of this Agreement. 

     (c)     
Evidence of Ownership. The Seller shall deliver documentary evidence of
the Seller’s sole right, title and ownership interest in and to the Assets, such
evidence to be in a form satisfactory to the Buyer.

     (d)     
Cancellation of Licenses The Seller shall deliver to the Buyer executed
copies the Agreements set forth in Article 6 of this Agreement. 

2 




ARTICLE 2 

REPRESENTATIONS AND WARRANTIES OF THE SELLER 

     To induce the Buyer to execute,
deliver and perform this Agreement, and in acknowledgement of the Buyer’s
reliance on the following representations and warranties the Seller represents
and warrants, with the Buyer as follows, as of the date hereof and as of the
Closing Date, unless otherwise specified, 

     2.1     
Organization. The Seller is a corporation duly organized, validly
existing and in good standing under all applicable laws with the power and
authority to conduct its business as it is now being conducted and to own its
assets.

     2.2     
Power and Authority. The Seller has the power and authority to execute,
deliver, and perform this Agreement and the other agreements and instruments to
be executed and delivered by it in connection with the transactions contemplated
hereby, and the Seller has taken all necessary action to authorize the execution
and delivery of this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated hereby, including but not limited
to the receipt of all necessary regulatory approvals including the approval of
the Seller's shareholders. This Agreement is, and the other agreements and
instruments to be executed and delivered by the Seller in connection with the
transactions contemplated hereby, when such other agreements and instruments are
executed and delivered, shall be, the valid and legally binding obligations of
the Seller enforceable against the Seller in accordance with their respective
terms. 

     2.3    
 No Conflict. Neither the execution and delivery of this Agreement
and the other agreements and instruments to be executed and delivered in
connection with the transactions contemplated hereby, nor the consummation of
the transactions contemplated hereby, will to the best of the Seller’s knowledge
violate or conflict with: (a) any foreign or local law, regulation, ordinance,
governmental restriction, order, judgment or decree applicable to the Seller;
(b) any provision of any charter, bylaw or other governing or organizational
instrument of the Seller; or (c) any mortgage, indenture, license, instrument,
trust, contract, agreement, or other commitment or arrangement to which the
Seller is a party or by which the Seller is bound. 

     2.4    
 Required Consents. No Permit (as defined in Section 1.1(a)(iv)) or
approval, authorization, consent, permission, or waiver to or from any person,
or notice, filing, or recording to or with, any person is necessary for: (a) the
execution and delivery of this Agreement and the other agreements and
instruments to be executed and delivered by the Seller in connection with the
transactions contemplated hereby, or the consummation by the Seller of the
transactions contemplated hereby; or (b) the ownership and use of the Assets by
the Buyer. 

     2.5     
Intellectual Property. 

     (a)    
 On Closing, the Seller will indirectly own and has the valid right to use
all of the Intellectual Property (as defined in Section 1.1(a)(ii)) comprised in
the Assets all of which is described on Schedule “A” attached hereto. 

     (b)     
On Closing, the Intellectual Property will be free and clear of all Encumbrances
or other restrictions on transfer, including but not limited to a fixed and
floating charge over the Assets (the “Security”) held by MFC Merchant
Bank SA. 

     (c)    
 On Closing, there will be no pending or threatened opposition,
interference or cancellation proceeding before any court or registration
authority in any jurisdiction against such registrations or against any
Intellectual Property licensed to the Seller pursuant to the License Agreements
(as defined in the next paragraph). 

3 




     (d)     
Schedule "B" attached hereto sets forth a complete and accurate list of all
agreements pertaining to the use of, or granting any right to use or practice
any rights under, any Intellectual Property (collectively, the “License
Agreements”). Except as set forth in Schedule "B", there are no settlements,
consents, judgments, or orders or other agreements which restrict any of rights
to use any Intellectual Property or permit third parties to use any Intellectual
Property which would otherwise infringe any of the Seller’s Intellectual
Property. 

     (e)    
 To the best of the Seller’s knowledge, no third party is misappropriating,
infringing, diluting, or violating any Intellectual Property owned by, assigned
or licensed to the Seller, and no such claims are pending against a third party
by the Seller; 

     (f)    
 Schedule "C" attached hereto lists all Software currently or previously
owned, licensed, sublicensed, assigned, leased, sold to or by or otherwise used
by the Seller, and identifies which is owned, licensed, sublicensed, assigned,
leased, sold or otherwise used, as the case may be. “Software” means any
and all (i) computer programs, including any and all software implementations of
algorithms, models and methodologies, whether in source code or object code or
otherwise, (ii) computer databases and computer compilations, including any and
all data and collections of data, whether machine readable or otherwise, (iii)
subsequent error corrections or updates relating to any of the foregoing, (iv)
descriptions, flow-charts and other work product used to design, plan, organize
and develop any of the foregoing, (v) Internet domain names and the technology
supporting and content contained on the respective Internet site(s), and (vi)
all end-user and programmer documentation, including user manuals and training
materials, relating to any of the foregoing; 

     (g)     
On Closing, each item of Software listed in Schedule "C" will either be: (i)
owned by the Seller, (ii) currently in the public domain or otherwise available
to the Seller without the license, lease or consent of any third party, or (iii)
used under rights granted to the Seller pursuant to a written agreement,
assignment, license or lease from a third party, which written agreement,
license or lease is listed in Schedule "C". The Seller’s use of the Software set
forth in Schedule "C" does not violate the rights of any third party. With
respect to the Software set forth in Schedule "C" which the Seller purports to
own, such Software was either: (x) developed by employees of the Seller within
the scope of their employment; (y) developed by independent contractors who have
assigned their rights to the Seller pursuant to written agreements; or (z)
acquired by the Seller from third parties; and 

     (h)     
except for any open-source software code set out in Schedule “C” made available
to the owner of the Assets under a free and assignable license, which the Seller
will, on Closing, will be entitled to so utilize under a license it holds from a
third party that is assignable to the Buyer, the Software does not incorporate
codes other than those developed by the Seller or its employees or consultants
who developed such codes under work for hire agreements with the Seller. 

     2.6     
Investor Representations. The Seller acknowledge and agree that the
Shares will be offered and sold without such offers and sales being registered
under the United States Securities Act of 1933, as amended (the “Securities
Act”) and will be issued to the Seller in accordance with Rule 903 of
Regulation S of the Securities Act in an “offshore transaction” within the
meaning of Regulation S based on the representations and warranties of the
Seller in this Agreement. As such, the Seller further acknowledges and agrees
that all Shares will, upon issuance, be “restricted securities” within the
meaning of the Securities Act. 

     2.7    
 Agreement Regarding Resale. The Seller agrees to (i) resell the
Shares only in accordance with the provisions of Regulation S of the Securities
Act, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration pursuant to the Securities Act, and
otherwise in accordance with all applicable state securities laws and the laws
of any other jurisdiction.; and (ii) other than the proposed transfer of the
Shares to Magenta 

4 




Media LLP, not to distribute, sell, transfer or divest itself
of the Shares to its limited partners or otherwise until such time as the Buyer
has become a reporting issuer in the United States of America by effecting a
registration of its shares pursuant to the United States Securities and Exchange
Act of 1934, as amended. The Seller further agrees that the Buyer may require
the opinion of legal counsel reasonably acceptable to the Buyer in the event of
any offer, sale, pledge or transfer of any of the Shares by the Seller pursuant
to an exemption from registration under the Securities Act;

     2.8     
Prohibition Against Hedging Transactions. The Seller agrees not to engage
in hedging transactions with regard to the Shares unless in compliance with the
Securities Act. 

     2.9     
Right of Company to Refuse Transfer. The Seller agrees that the Buyer
will refuse to register any transfer of the Shares not made in accordance with
the provisions of Regulation S of the Securities Act, pursuant to registration
under the Securities Act, pursuant to an available exemption from registration,
or otherwise pursuant to this Agreement.

     2.10     
No Obligation to Register. The Seller acknowledges that the Buyer has not
agreed and has no obligation to register the resale of the Shares under the
Securities Act. 

     2.11     
Share Certificates. The Seller acknowledges and agrees that all
certificates representing the Shares will be endorsed with the following legend
in accordance with Regulation S of the Securities Act or such similar legend as
deemed advisable by legal counsel for the Buyer to ensure compliance with
Regulation S of the Securities Act and to reflect the status of the Shares as
restricted securities:

	 	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
      "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
      UNDER THE ACT. SUCH SECURITIES MAY NOT BE
      REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
      UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      ACT”. 
	 


     2.12     
Issuance of Shares The Seller represents and warrants to the Buyer as
follows, and acknowledges that the Buyer is relying upon such covenants,
representations and warranties in connection with the issue of the Shares to the
Seller: 

     (a)     
the Seller is not a “U.S. Person” as defined by Regulation S of the Securities
Act and is not acquiring the Shares for the account or benefit of a U.S. Person;


     (b)     
the Seller was not in the United States at the time the offer to purchase the
Shares was received or this Agreement was executed;

     (c)    
 the Seller has such knowledge, sophistication and experience in business
and financial matters such that it is capable of evaluating the merits and risks
of the investment in the Shares. The Seller has evaluated the merits and risks
of an investment in the Shares. The Seller can bear the economic risk of this
investment, and is able to afford a complete loss of this investment; 

     (d)     
the Seller acknowledges that the Buyer is in the early stages of development of
its business and the Buyer’s success is subject to a number of significant
risks, including the 

5 




risk that the Buyer will not be able to finance its plan of
operations. The Seller further acknowledges that (i) the Buyer has limited cash
and working capital, (ii) the Buyer will have to raise additional capital in
order to finance its plan of operations which capital may be raised by the issue
of additional shares of its common stock which will result in dilution to the
Seller, and (iii) the Buyer has no arrangements for any financing in place and
there is no assurance that any financing will be completed; 

     (e)     
the Seller has been afforded access to information about the Buyer and the
Buyer’s financial condition, results of operations, business, properties,
management and prospects sufficient it to evaluate its investment in the Shares.
The Seller further represents that it has had an opportunity to ask questions
and receive answers from representatives of the Buyer regarding the business,
properties, prospects and financial condition of the Buyer, each as is necessary
to evaluate the merits and risks of investing in the Shares. The Seller believes
it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares. The Seller has had full opportunity to
discuss this information with the Seller’s legal and financial advisers prior to
execution of this Agreement; 

     (f)    
  the Seller acknowledges that the Buyer will rely on these representations
in completing the issuance of the Shares to the Seller; and 

     (g)     
the Seller acknowledges that the offering of the Shares by the Buyer has not
been reviewed by the United States Securities and Exchange Commission or any
state securities regulatory authority. 

ARTICLE 3 

REPRESENTATIONS AND WARRANTIES OF BUYER 

     To induce the Seller to execute,
deliver and perform this Agreement, and in acknowledgement of Seller’s reliance
on the following representations and warranties, the Buyer hereby represents and
warrants to the Seller as follows as of the date hereof and as of the Closing
Date: 

     3.1     
Organization. The Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada, with the
power and authority to conduct its business as it is now being conducted and to
own and lease its properties and assets. 

     3.2    
 Power and Authority. The Buyer has the power and authority to
execute, deliver, and perform this Agreement and the other agreements and
instruments to be executed and delivered by it in connection with the
transactions contemplated hereby, and the Buyer has taken all necessary action
to authorize the execution and delivery of this Agreement and such other
agreements and instruments and the consummation of the transactions contemplated
hereby. This Agreement is, and, when such other agreements and instruments are
executed and delivered, the other agreements and instruments to be executed and
delivered by the Buyer in connection with the transactions contemplated hereby
shall be, the valid and legally binding obligations of the Buyer, enforceable in
accordance with their respective terms. 

     3.3    
 Broker’s or Finder’s Fees. The Buyer has not authorized any person
to act as broker, finder, or in any other similar capacity in connection with
the transactions contemplated by this Agreement. 

     3.4     
No Conflict. Neither the execution and delivery by the Buyer of this
Agreement and of the other agreements and instruments to be executed and
delivered by the Buyer in connection with the transactions contemplated hereby
or thereby, nor the consummation by the 

6 




Buyer of the transactions contemplated hereby, will violate or
conflict with: (a) any foreign or local law, regulation, ordinance, governmental
restriction, order, judgment or decree applicable to the Buyer; or (b) any
provision of any charter, bylaw, or other governing or organizational instrument
of the Buyer. 

     3.5     
Truth at Closing. All of the representations, warranties, and agreements
of the Buyer contained in this Agreement shall be true and correct and in full
force and effect on and as of the Closing Date. 

ARTICLE 4 

COVENANTS OF THE SELLER PRIOR TO CLOSING 

     4.1    
 Required Approvals. As promptly as practicable after the Closing,
the Seller shall make all filings required by foreign or local law to be made by
them in order to consummate the transactions contemplated hereby. The Seller
shall (a) cooperate with the Buyer with respect to all filings that the Buyer
elects to make or is required by law to make in connection with the transactions
contemplated hereby, and (b) cooperate with the Buyer in obtaining any consents
of the type described in Sections 2.4 and 2.5. 

     4.2     
Prohibited Actions. In no event, without the prior written consent of the
Buyer, shall the Seller: 

     (a)     
permit any of the Assets to be subjected to any claim or Encumbrance; 

     (b)     
waive any claims or rights of substantial value respecting the Assets, or sell,
transfer, or otherwise dispose of any of the Assets, except in the ordinary
course of business and consistent with past practice; or 

     (c)    
 dispose of, license, or permit to lapse any rights in any Intellectual
Property; 

     4.3    
 Access. From the date of this Agreement to the Closing Date, the
Seller shall: (a) provide the Buyer with such information and access as the
Buyer may from time to time reasonably request to the Assets. 

     4.4     
Non-Solicitation. Until the completion or termination of the transactions
contemplated by this Agreement, the Seller shall not, nor shall any of its
representatives, solicit, offer or encourage any sale of any of the Assets. 

ARTICLE 5 

CONDITIONS TO THE SELLER’S OBLIGATIONS 

     Each of the obligations of the
Seller to be performed hereunder shall be subject to the satisfaction (or waiver
by the Seller) at or prior to the Closing Date of each of the following
conditions: 

     5.1     
Representations and Warranties; Performance. The Buyer shall have
performed and complied in all respects with the covenants and agreements
contained in this Agreement required to be performed and complied with by it at
or prior to the Closing Date, the representations and warranties of the Buyer
set forth in this Agreement shall be true and correct in all respects as of the
date hereof and as of the Closing Date as though made at and as of the Closing
Date (except as otherwise expressly contemplated by this Agreement), and the
execution and delivery of this Agreement by the Buyer and the consummation of
the transactions contemplated hereby shall have been duly and validly authorized
by the Buyer’s 

7 




Board of Directors, and the Seller shall have received a
certificate to that effect signed by the secretary of the Buyer. 

     5.2    
 Litigation. No Litigation shall be threatened or pending against
the Buyer or the Seller that, in the reasonable opinion of counsel for the
Seller, could result in the restraint or prohibition of any such party, or the
obtaining of damages or other relief from such party, in connection with this
Agreement or the consummation of the transactions contemplated hereby. 

     5.3    
 Documents Satisfactory in Form and Substance. All agreements,
certificates, and other documents delivered by the Buyer to the Seller hereunder
shall be in form and substance satisfactory to counsel for the Seller, in the
exercise of such counsel’s reasonable judgment. 

     5.4     
Completion of Share Purchase. The Seller and Magenta Media LLP shall have
completed the Share Purchase, other than the transfer of the Shares to Magenta
Media LLP, such that the Seller is, on Closing, the owner of the Assets. 

ARTICLE 6 

CONDITIONS TO THE BUYER’S OBLIGATIONS 

     Each of the obligations of the
Buyer to be performed hereunder shall be subject to the satisfaction (or the
waiver by the Buyer) at or prior to the Closing Date of each of the following
conditions: 

     6.1     
Representations and Warranties; Performance. The Seller shall have
performed and complied in all respects with the covenants and agreements
contained in this Agreement required to be performed and complied with by them
at or prior to the Closing Date, the representations and warranties of the
Seller set forth in this Agreement shall be true and correct in all respects as
of the date hereof and as of the Closing Date as though made at and as of the
Closing Date (except as otherwise expressly contemplated by this Agreement), and
the execution and delivery of this Agreement by the Seller and the consummation
of the transactions contemplated hereby shall have been duly and validly
authorized by the Seller’s Board of Directors, and the Buyer shall have received
a certificate to that effect signed by the secretary of the Buyer. 

     6.2     
Consents. All required approvals, consents and authorizations shall have
been obtained. 

     6.3     
No Litigation. No Litigation shall be threatened or pending against the
Buyer or the Seller that, in the reasonable opinion of counsel for the Buyer,
could result in the restraint or prohibition of any such party, or the obtaining
of damages or other relief from such party, in connection with this Agreement or
the consummation of the transactions contemplated hereby. 

     6.4    
 Due Diligence. The Buyer shall have completed its due diligence
review of the Assets and shall have been satisfied with the findings thereof.


     6.5     
Proof of Ownership of Assets. The Seller shall have delivered to the
Buyer documentary evidence of the Seller’s sole right, title and ownership
interest in and to the Assets, such evidence to be in a form satisfactory to the
Buyer in the Buyer’s sole discretion.

     6.6    
 Cancellation of Licenses The Seller shall provide the Buyer with
proof of termination of all licenses and other rights of use of the Assets by
providing to the Buyer fully executed Termination and Release Agreements for
each of the License Agreements. 

8 




     6.7    
 Cancellation of Security The Seller shall provide the Buyer with
proof of the release of the Security held by MFC Merchant Bank SA over the
Assets. 

     6.8    
 Completion of Share Purchase. The Seller and Magenta Media LLP
shall have completed the Share Purchase such that the Seller is the sole
shareholder of Holdco as at the Closing Date. 

ARTICLE 7 

COVENANTS OF THE SELLER AND THE BUYER FOLLOWING CLOSING


     7.1     
Allocation of Purchase Price; Transfer Taxes.

     (a)     
Consistent with applicable tax rules, the Buyer shall allocate the Purchase
Price to the Assets. The Buyer shall prepare and file, in a timely fashion,
forms in a manner consistent with such allocation with the relevant tax
authority. All tax returns and reports filed or prepared by the Buyer and/or the
Seller with respect to the transactions contemplated by this Agreement shall be
consistent with the allocation made by the Buyer under this Section 7.1(a) .

     (b)     
All sales, transfer, and similar taxes and fees (including all recording fees,
if any) incurred in connection with this Agreement and the transactions
contemplated hereby shall be borne by the Seller and the Seller shall file all
necessary documentation with respect to such taxes. 

     7.2     
Further Assurances. Subject to the terms and conditions of this
Agreement, each party agrees to use all of its reasonable efforts to take, or
cause to be taken, all actions and to do or cause to be done, all things
necessary and proper or advisable to consummate and make effective the
transactions contemplated by this Agreement (including the execution and
delivery of such further instruments and documents) as the other party may
reasonably request. 

     7.3     
Nondisclosure of Proprietary Data. The Parties shall hold in a fiduciary
capacity for the benefit of each other all secret or confidential information,
knowledge or data relating to the each other or any of their affiliated
companies, and their respective businesses, which shall not be or become public
knowledge. Neither Party, without the prior written consent of the other, or as
may otherwise be required by law or legal process, shall communicate or divulge
either before or after the Closing Date any such information, knowledge or data
to anyone other than the other Party and those designated by the other Party in
writing. 

ARTICLE 8 

SURVIVAL AND INDEMNITY 

     8.1     
Survival of Representations, Warranties, etc. Each of the
representations, warranties, agreements, covenants and obligations herein is
material and shall be deemed to have been relied upon by the other party or
parties and shall survive indefinitely after the date hereof and after the
Closing and shall not merge in the performance of any obligation by any party
hereto. All rights to indemnification contained in this Agreement shall survive
the Closing indefinitely. 

     8.2    
 Indemnification by the Seller and Buyer. The parties shall
indemnify, defend, and hold harmless each other, and the each others
representatives, stockholders, controlling persons and affiliates, at, and at
any time after, the Closing, from and against any and all demands, claim,
actions, or causes of action, assessments, losses, damages (including incidental
and consequential damages), liabilities, costs, and expenses, including
reasonable fees and expenses of counsel, other expenses of investigation,
handling, and Litigation (as 

9 




defined in Section 2.13), and settlement amounts, together with
interest and penalties (collectively, a “Loss” or “Losses”),
asserted against, resulting to, imposed upon, or incurred by the either party,
directly or indirectly, by reason of, resulting from, or arising in connection
with: (i) any breach of any representation, warranty, or agreement of either
party contained in or made pursuant to this Agreement, including the agreements
and other instruments contemplated hereby; (ii) any breach of any
representation, warranty, or agreement of either party contained in or made
pursuant to this Agreement, including the agreements and other instruments
contemplated hereby, as if such representation or warranty were made on and as
of the Closing Date; (iii) any claim by any person for brokerage or finder’s
fees or commissions or similar payments based upon any agreement or
understanding alleged to have been made by any such person with either party in
connection this Agreement or any of the transactions contemplated hereby; and
(iv) to the extent not covered by the foregoing, any and all demands, claims,
actions or causes of action, assessments, losses, damages, liabilities, costs,
and expenses, including reasonable fees and expenses of counsel, other expenses
of investigation, handling, and Litigation and settlement amounts, together with
interest and penalties, incident to the foregoing. 

The remedies provided in this Section 8.2 will not be exclusive
of or limit any other remedies that may be available to the either party to this
Agreement. 

ARTICLE 9 

TERMINATION 

     9.1    
 Termination. This Agreement may be terminated at any time prior to
the Closing Date: 

     (a)      by
mutual written consent of the Seller and the Buyer; 

     (b)    
 by either the Seller or the Buyer if (i) there shall have been a material
breach of any representation, warranty, covenant or agreement set forth in this
Agreement, on the part of the Buyer, in the case of a termination by the Seller,
or on the part of the Seller, in the case of a termination by the Buyer, which
breach shall not have been cured, in the case of a representation or warranty,
prior to Closing or, in the case of a covenant or agreement, within ten (10)
business days following receipt by the breaching party of notice of such breach,
or (ii) any permanent injunction or other order of a court or other competent
authority preventing the consummation of the transactions contemplated hereby
shall have become final and non-appealable; or 

     (c)     
by either the Seller or the Buyer if the transactions contemplated hereby shall
not have been consummated on or before, July 31, 2006 provided,
however, that the right to terminate this Agreement pursuant to this
Section 9.1(c) shall not be available to any party whose failure to fulfill any
obligation under this Agreement has been the cause of, or resulted in, the
failure of the consummation of the transactions contemplated hereby to have
occurred on or before the aforesaid date. 

     9.2    
 Effect of Termination. Each party’s right of termination under
Section 9.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 9.1, unless
otherwise specified in this Agreement, all further obligations of the parties
under this Agreement will terminate; provided, however, that if
this Agreement is terminated by a party because of the breach of this Agreement
by the other party or because one or more of the conditions to the terminating
party’s obligations under this Agreement is not satisfied as a result of the
other party’s failure to comply with its obligations under this 

10 




Agreement, the terminating party’s rights to pursue all legal
remedies will survive such termination unimpaired.

ARTICLE 10 

MISCELLANEOUS 

     10.1     
Entire Agreement. This Agreement, and the other certificates, agreements,
and other instruments to be executed and delivered by the parties in connection
with the transactions contemplated hereby, constitute the sole understanding of
the parties with respect to the subject matter hereof and supersede all prior
oral or written agreements with respect to the subject matter hereof. 

     10.2     
Parties Bound by Agreement; Successors and Assigns. The terms,
conditions, and obligations of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.


     10.3     
Amendments and Waivers. No modification, termination, extension, renewal
or waiver of any provision of this Agreement shall be binding upon a party
unless made in writing and signed by such party. A waiver on one occasion shall
not be construed as a waiver of any right on any future occasion. No delay or
omission by a party in exercising any of its rights hereunder shall operate as a
waiver of such rights. 

     10.4     
Severability. If for any reason any term or provision of this Agreement
is held to be invalid or unenforceable, all other valid terms and provisions
hereof shall remain in full force and effect, and all of the terms and
provisions of this Agreement shall be deemed to be severable in nature. If for
any reason any term or provision containing a restriction set forth herein is
held to cover an area or to be for a length of time which is unreasonable, or in
any other way is construed to be too broad or to any extent invalid, such term
or provision shall not be determined to be null, void and of no effect, but to
the extent the same is or would be valid or enforceable under applicable law,
any court of competent jurisdiction shall construe and interpret or reform this
Agreement to provide for a restriction having the maximum enforceable area, time
period and other provisions (not greater than those contained herein) as shall
be valid and enforceable under applicable law. 

     10.5    
 Attorney’s Fees. Should any party hereto retain counsel for the
purpose of enforcing, or preventing the breach of, any provision hereof
including, but not limited to, the institution of any action or proceeding,
whether by arbitration, judicial or quasi-judicial action or otherwise, to
enforce any provision hereof or for damages for any alleged breach of any
provision hereof, or for a declaration of such party’s rights or obligations
hereunder, then, whether such matter is settled by negotiation, or by
arbitration or judicial determination, the prevailing party shall be entitled to
be reimbursed by the losing party for all costs and expenses incurred thereby,
including, but not limited to, reasonable attorneys’ fees for the services
rendered to such prevailing party. 

     10.6     
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument. 

     10.7     
Headings. The headings of the sections and paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof. 

     10.8    
 Expenses. Except as specifically provided herein, the Seller and
the Buyer shall each pay all costs and expenses incurred by it or on its behalf
in connection with this Agreement 

11 




and the transactions contemplated hereby, including fees and
expenses of its own financial consultants, accountants, and counsel. 

     10.9     
Notices. All notices, requests, demands, claims, and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given five business days after such notice,
request, demand, claim or other communication is sent, if sent by registered or
certified mail, return receipt requested, postage prepaid; and, in any case, all
such communications must be addressed to the intended recipient at the address
set forth on the first page of this Agreement. Any party may send any notice,
request, demand, claim, or other communication hereunder to the intended
recipient at the address set forth above using any other means, but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth. 

     10.10     
Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada without giving effect to the
principles of choice of law thereof. 

     10.11    
 Arbitration. Any dispute arising under or in connection with any
matter related to this Agreement or any related agreement shall be resolved
exclusively by arbitration. The arbitration shall be in conformity with and
subject to the applicable rules and procedures of the American Arbitration
Association. All parties agree to be (1) subject to the jurisdiction and venue
of the arbitration in the State of Nevada, (2) bound by the decision of the
arbitrator as the final decision with respect to the dispute and (3) subject to
the jurisdiction of the Superior Court of the State of Nevada for the purpose of
confirmation and enforcement of any award.

     10.12    
 References, etc. 

     (a)     
Whenever reference is made in this Agreement to any Article, Section, or
paragraph, such reference shall be deemed to apply to the specified Article,
Section or paragraph of this Agreement. 

     (b)     
Wherever reference is made in this Agreement to a Schedule, such reference shall
be deemed to apply to the specified Schedule attached hereto, which are
incorporated into this Agreement and form a part hereof. All terms defined in
this Agreement shall have the same meaning in the Schedules attached hereto.


     (c)     
Any form of the word “include” when used herein is not intended to be exclusive
(e.g., “including” means “including, without limitation”). 

     10.13     
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any person.


     10.14     
No Third Party Beneficiary Rights. No provision in this Agreement is
intended or shall create any rights with respect to the subject matter of this
Agreement in any third party. 

     10.15     
Such Other Acts. The parties hereto shall do all things, take such acts
and execute such documents as are necessary to give effect to the intention
herein contemplated. 

12 




     10.16     
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first indicated above. 

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first indicated above.


HASOX INC. 

By: /s/ Nathan Amery 

_______________________________________
Name: Nathan
Amery
Title: President 

FIRST GLOBAL TECHNOLOGIES LTD


By: /s/ Morten Nielsen 

_______________________________________
Name: Morten
Nielsen
Title: Director 

13 




SCHEDULE A 

INTELLECTUAL PROPERTY 

Trade Marks 

There is no trademark associated with the Assets.

Patent Applications 

The is no patent application associated with the Assets

Internet Domain Names 

There is no Internet domain name associated with the
Assets.

Copyright 

The Owned Software described in Schedule “C” below. 

14 




SCHEDULE B 

LICENSING AGREEMENTS 

License Agreements 

	Non-exclusive License Agreement dated October 6, 2003 between ABS Global
  Capital Inc. and HBI Sales Private Limited for the licensing for exploitation
  of the Assets,
  
	Non-exclusive License Agreement dated October 6, 2003 between ABS Global
  Capital Inc. and Zacan Holdings Proprietary Limited for the licensing for
  exploitation of the Assets,
  
	Non-exclusive License Agreement dated October 6, 2003 between ABS Global
  Capital Inc. and ICT/Europetec Limited for the licensing for exploitation of
  the Assets,
  
	Non-exclusive License Agreement dated October 6, 2003 between ABS Global
  Capital Inc. and Mir Technologies LLC for the licensing for exploitation of
  the Assets,
  
	Agency Exploitation Agreement dated March 30, 2004 among Magenta New Media
  Limited, HBI Sales Private Limited, Zacan Holdings Proprietary Limited,
  ICT/Europetec Limited and Mir Technologies LLC 


Licensed Software 

See Licensed Software set forth in Schedule “C” below. 

15 




SCHEDULE C 

SOFTWARE

Owned Software
Overview:


The Company’s current product offering is the Wireless Guest
Entertainment (WGE) Solution. The technology provides a wireless in-room
entertainment solution. PDAs (Room Pro’s) in possession of the guests display
information and functionality from the main server. Hotel staff control the
server via the networked Administration Module which is a web based component
held on existing PCs.

WGE uses wireless technology to provide hotels with a low
maintenance, low cost solution. Within hotels a variety of systems already
exist. PMS is the system that contains all data about a guest stay and the
booking system. By integrating WGE to the existing PMS, all items ordered
through WGE are automatically added to the guest’s bill to be settled at the end
of the stay. 

With cost and convergence in mind, WGE uses existing hardware
where suitable in the form of servers and PCs or new hardware is installed where
necessary. 

The hardware requirements of WGE are: 

	1 Room Pro per guest room
  
	1 Server per 30/50 rooms
  
	1 Wireless network
  
	1 PC (additional if required for each department within hotel)
  
	Infra Red receivers for environment control (Optional) 


For the satellite television broadcasts, current feeds will be
used when in place or arrangements will be made on behalf of the hotel to
implement these through preferred content partners. 

Every TV set in the hotels will be fully activated for all
channels. Access to these channels will be granted by Room Pro upon payment for
PPTV channels and at all times for free channels. 

Based around the advances in wireless technology, an example of
the system network infrastructure can be seen in the below: 


 

16 




The minimum hardware requirements are listed below: 

	Server for Linux (min. 700Mhz, 256MB RAM, 20GB HDD, 2 UTP
  network cards 100MBit)
  
	Windows XP PC for front end (min. 700 Mhz, 256 RAM, 20GB HDD, 1
  UTP network card)
  
	PDAs one per guest room (HP iPAQ H4150 – also developed for future
  iPAQs)
  
	wLAN covering all space where the handheld devices will be used
  
	n x wireless access points capable of repeating mode (3Com 3CRWE454A72)
  


WGE is developed into a number of different layers;
Presentation Layer, Business Layer, Application Layer and Database at the server
side of the solutions. On the client side the solution can be divided into the
PDA, wLAN and the PC. The figure below gives a diagrammatic overview of this:



 

Languages used: 

	PDA application is developed in C++
  
	Presentation layer is developed in PHP4
  
	Business layer is developed in Perl
  
	Application Layer is developed in PHP4 


Further details about the architecture: 

	Orders handling components receives orders from the PDA and stores
  them in a database. Once hotel staff confirms that an order is feasible, it
  sends a confirmation email to the guest and the order is added to the bill.
  The order handling component is written in PHP4 and using Email server to
  sending confirmed orders. 


17 





	Customer export billing component allows integration of the solution
    to a third party billing systems. (not applicable for the London Lodge) The
    functionality is described in 4.4. Customer export billing component is written
    in PHP4. 

     
  
	PDA interface component maintains the connection between PDAs and
    the server. Data exchange is based on HTTP/GET method and uses standard INI
    data format. 

     
  
	The administration web interface is the interface for application
    maintenance. 


The administration interface is written in PHP4, HTML
and JS. 

18