ASSET
PURCHASE AGREEMENT

    


    THIS ASSET PURCHASE AGREEMENT
(“Agreement”) is made
and entered into as of December 31, 2008 (“Effective Date”), by and among
Isotec, Inc., a Colorado corporation (“Seller”), WorldAm, Inc., a
Nevada corporation (the “Shareholder”) and Isotec
Security, Inc., a Colorado corporation (“Purchaser”).  The
Seller and the Shareholder are sometimes collectively referred to herein as the
“Selling
Parties.”

    


    RECITALS

    


    A.           Seller
is engaged in the business of developing, integrating and supplying passage
control security products (broadly categorized as access control, weapons
control, or materials control systems) to customers for use in commercial,
retail and government sectors (the “Business”).

    


    B.           Purchaser
desires to purchase from Seller, and Seller desires to sell and transfer to
Purchaser, the Business as a going concern and substantially all of the assets
of the Business for the consideration and upon the terms and conditions provided
in this Agreement.  Except as specifically set forth in this
Agreement, Purchaser will not assume any liabilities of Seller or the
Business.

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the foregoing recitals and the respective
covenants of the parties set forth in this Agreement, Purchaser, Seller and
Shareholder agree as follows:

    


    1.            Property
to be Sold and Purchased.

    


    1.1          Agreement
to Buy and Sell Assets. Upon the terms and conditions set forth in this
Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to
Purchaser, and Purchaser purchases from Seller, all of the rights and assets,
real, personal, and mixed, tangible or intangible, of Seller used in or
necessary for the operation of the Business, but excluding therefrom the
Excluded Assets (as defined below).  The assets being sold by Seller
and purchased by Purchaser are referred to collectively in this Agreement as the
“Assets.”  The
Assets include, but are not limited to, the following:

    


    (a)           All
cash and cash equivalents;

    


    (b)           All
accounts receivable and other rights of payment (“Accounts Receivable”),
including, but not limited to, the accounts receivable listed on Schedule 1.1(b)
attached to this Agreement;

    


    (c)           All
of the equipment, furniture, fixtures, leasehold improvements, vehicles and
supplies owned by the Seller on the date hereof and used in the operation of the
Business, wherever located (collectively, the “Tangible Assets”), including,
but not limited to, the assets listed on Schedule 1.1(c)
attached to this Agreement;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           All
inventory and supplies, including finished goods, work-in-process and raw
materials;

    


    (e)           All
of the customers/clients, client accounts, customer/client lists and related
correspondence, records and other customer/client-related documents of the
Business, including but not limited to those listed on Schedule 1.1(e)
attached to this Agreement;

    


    (f)           The
leases, licenses and contracts (the “Contracts”) of the Business
including, but not limited to, the Contracts  listed on Schedule 1.1(f)
attached to this Agreement;

    


    (g)           All
business and marketing records, including asset ledgers, personnel records,
payroll records, customer lists, vendor lists, information and data respecting
equipment, files, correspondence and mailing lists, advertising materials and
brochures, and other business records used in the Business (collectively, the
“Business Records”);
provided, however, that to the extent that any of the Business Records are items
susceptible to duplication and are required by law to be retained by Seller,
Seller may deliver photostatic copies or other reproductions; and provided
further that nothing in this Section shall prevent Seller from making and
retaining copies of any of the Business Records;

    


    (h)           To
the extent transferable, all licenses and permits of Seller with respect to the
Business;

    


    (i)           All
intellectual property or proprietary rights owned by or licensed to Seller
including, without limitation, all patents, trademarks, trade names, service
marks and copyrights (including any applications, registrations and renewals
with respect thereto), all processes, formulae, methods, designs, schematics,
drawings, patterns, trade secrets, inventions, technology, recipes, know-how,
and all other tangible or intangible confidential or proprietary information
necessary for the lawful and efficient operation of the Business as presently
conducted (collectively, the “Intellectual Property”),
including but not limited to those listed on Schedule 1.1(i)
attached to this Agreement;

    


    (j)           All
artwork, galley proofs, masters and other items related or pertaining to
materials published by Seller;

    


    (k)           The
right to the name “Isotec, Inc.,” and any and all derivations of any of such
name;

    


    (l)           All
phone numbers and websites used in the operation of the Business including but
not limited to those listed on Schedule 1.1(l)
attached to this Agreement; and


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (m)           The
Business as a going concern and the goodwill thereof, together with the
exclusive right of Purchaser to represent itself as carrying on the Business in
continuation and in succession to Seller, and the right to use any words
indicating that the Business is so carried on.

    


    1.2          Intent of
Parties.  Although the Schedules to this Agreement are intended
to be complete, to the extent any rights or assets of Seller are necessary for
the ownership and use of the Assets or the conduct of the Business, but are not
properly itemized or do not appear on the applicable Schedules where required,
then, unless this Agreement otherwise expressly provides for Purchaser to
provide for or obtain such rights or assets in a different way, or expressly
excludes such items from the purchase, the general language of Section 1.1 shall
govern and such rights and assets shall nonetheless be deemed transferred to
Purchaser.

    


    1.3          Excluded
Assets.  Specifically excluded from this purchase and sale are
all assets that are listed on Schedule 1.3 attached
to this Agreement (collectively, the “Excluded
Assets”).

    


    1.4          Delivery.  Delivery
of all of the Assets will be made by Seller to Purchaser concurrently with the
execution and delivery of this Agreement.

    


    1.5          Use of
Name.  From and after the date of this Agreement, Seller will
not use the name “Isotec, Inc.” or any derivation of any of such names, without
the prior written consent of Purchaser; provided, however, that Seller shall be
entitled to use such names after the date of this Agreement in connection with
payment or other satisfaction of Excluded Liabilities (as defined
below).

    


    2.            Purchase
Price; Allocation; Etc.

    


    2.1          Purchase
Price.  The aggregate consideration to be paid for the sale,
transfer, conveyance and delivery of the Assets to Purchaser and the
Non-Competition Agreements (as defined below) shall be   equal to
the sum total of (i) $250,000,  (ii) unpaid compensation owed by
Seller to Ken Jochim, Paul Labarile, Robert Seeley, Tim Carrillo and Dannie
Shaver for the 2008 calendar year with respect to which withholding taxes have
already been paid by Seller in an amount not to exceed $13,000 (the “Unpaid
Compensation”) and (iii) unpaid Seller payroll withholding taxes for the 2008
calendar year, if any.(the “Unpaid Payroll Taxes”),  plus assumption
of the aggregate amount of the Assumed Obligations, as hereinafter defined
(collectively, the “Purchase
Price”).

    


    2.2          Payment.  The
Purchase Price will be paid by (a) delivery at the Closing of (i) cash in the
amount of $30,000 and (ii) a promissory note (the “Promissory Note”) in the form
of Exhibit A
attached to this Agreement, in the approximate principal amount of $220,000,
payable in eleven installments of approximately $20,000, without interest; and
by (b)  delivery at the Closing or as soon thereafter as Seller
delivers to Buyer appropriate documentation evidencing the total amount of
Unpaid Compensation and/or Unpaid Payroll Taxes, as applicable.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.3          Allocation
of Purchase Price.  The  Purchase Price shall be
allocated among the Assets and the Non-Competition Agreements (as defined below)
for income, sales and use tax purposes as set forth on Schedule 2.3 attached
to this Agreement, and otherwise in compliance with the requirements of Section
1060 of the Internal Revenue Code and the regulations
thereunder.  Neither Seller, Shareholder nor Purchaser shall take a
position on any income, transfer or gains tax return, before any governmental
agency or authority charged with the collection of any such tax, or in any
judicial proceeding, that is in any manner inconsistent with the terms of any
such allocation without the consent of the other party.

    


    3.            Assumption
of Liabilities.

    


    3.1          No
Assumption Generally.  Except as specifically provided in Section 3.2 below,
Purchaser shall assume no liabilities, obligations, expenses or other
commitments of Seller or the Business, known or unknown, fixed or contingent,
liquidated or unliquidated, secured or unsecured or otherwise (the “Excluded
Liabilities”).  Without in any way limiting the generality of
the foregoing, Purchaser shall not assume any obligation or liability of Seller
or the Business with respect to the following: (a) any liability for federal,
state, local, or foreign taxes of any kind whatsoever, including but not limited
to income, gross receipts, payroll, employment, sales and use taxes, including
any interest, penalty or addition thereto (except as specifically provided in
Section 3.2 below); (b) any responsibility with respect to salary, wages,
reimbursement, sick leave, holiday pay, back pay, vacation pay, savings plans,
termination or severance pay, workers’ compensation claims, deferred
compensation or other obligations for the benefit of any employee, including
pension benefits accrued (vested or unvested), or arising out of their
employment, and/or their termination of employment by Seller upon the
consummation of the transactions contemplated by this Agreement (except as
specifically provided in Section 3.2 below); (c) any liability or obligation
incurred in connection with or related to the transfer of the Assets pursuant to
this Agreement; (d) any liability or obligation incurred or to be incurred in
connection with the lawsuits filed against Seller by (i) James Alexander, (ii)
Karen Alexander, (iii) Robert Hainey and Internet Marketing Solutions, Inc. or
(iv) Mitchell Vince; (e) any liability for loss, defects, damages or injury,
returns or allowances arising out of services performed, whether based on
theories of negligence, strict liability, breach of express or implied warranty,
or otherwise; or (f) any liability under the Contracts to the extent such
liability arises out of or is related to Seller’s failure to perform its
obligations thereunder prior to the date of this Agreement.

    


    3.2          Assumption
of Obligations.  Purchaser hereby assumes and agrees to pay,
perform or discharge when due all of the following (collectively, the “Assumed
Obligations”):

    


    (a)           Principal
and accrued and unpaid interest and expenses payable to David Barnes pursuant to
a Secured Promissory Note dated June 19, 2008, as amended (the “Barnes Note”),
in the approximate amount of $206,000;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (b)           Unpaid
director fees director’s fees due C. Robert Kline, PhD, James R. Largent and
David Barnes in the approximate amounts of $29,972, $13,500 and $12,000,
respectively;

    


    (c)           Unpaid
2008 compensation owed to Ken Jochim, Paul Labarile, Robert Seeley, Tim Carrillo
and Dannie Shaver (exclusive of any unpaid 2008 compensation for which
withholding taxes have already been paid), in the approximate aggregate amount
not to exceed $50,000; and

    


    (d)           The
2008 payroll withholding taxes payable in connection with the payroll obligation
assumed under subpart (c) above.;

    


    (e)           
The trade  payables (including property and equipment lease payables)
listed on Schedule 3.2(e) hereto;

    


    (f)           Purchaser
shall not assume any liabilities, obligations, expenses or other commitments
which result from any breach or default by Seller with respect to the Contracts
(except to the extent of any payment obligation listed on Schedule 3.2(e)
hereto).  For this purpose, breach or default includes any act or
omission to act by Seller which, with the passage of time or giving of notice,
or both, would cause a breach or default.

    


    4.            Representations
and Warranties of Seller.

    


    As a
material inducement to the execution and delivery of this Agreement by
Purchaser, each of the Selling Parties represents and warrants to Purchaser the
following is true and correct as of the Effective Date:

    


    4.1          Organization
and Good Standing.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of State of
Colorado.  There are no corporations, limited liability companies,
partnerships or other entities that Seller controls or owns, directly or
indirectly, or which are under common control with Seller.

    


    4.2          Ownership
of Seller.  The Shareholder owns one hundred percent (100%) of
all of the outstanding capital stock of Seller of all classes and
series.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    4.3          Authority.  Each
of the Selling Parties has full power and authority to execute and deliver this
Agreement and the Non-Competition Agreements and to perform such party’s
respective obligations under this Agreement and the Non-Competition
Agreements.  The Agreement and the Non-Competition Agreements have
each been duly authorized, executed and delivered by, and, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws of general application affecting enforcement of the rights of
creditors including but not limited to federal and state tax authorities; and as
limited by general principles of equity that restrict the availability of
equitable remedies, are the valid and binding agreements of, each of the Selling
Parties, enforceable in accordance with the terms thereof, and no further
action, approvals or consents are necessary on the part of the Selling Parties,
nor is it necessary for the Selling Parties to obtain any actions, approvals or
consents from any third persons, governmental or other, to make this Agreement
and the Non-Competition Agreements valid and binding upon and enforceable
against the Selling Parties in accordance with their respective terms, or to
enable the Selling Parties to perform this Agreement, the Non-Competition
Agreement and the transactions contemplated by this Agreement; provided,
however, that third party consent to assignment of certain Contracts, may be
required pursuant to the terms of such Contracts.

    


    4.4          Title to
Assets.  Seller has, and hereby conveys to Purchaser, good and
marketable title to the Assets, free and clear of all liens, pledges, leases,
charges, encumbrances, equities, claims, conditional sale contracts, security
interests, or any other interests or imperfections of title of any nature
whatsoever (“Encumbrances”) other than as set forth on Schedule 4.4
hereto.

    


    4.5          No
Conflict.  Neither the execution and delivery by Selling
Parties of this Agreement, nor the consummation by Selling Parties of the
transactions contemplated hereby, will violate or conflict with (a) any federal,
state or local law, statute, rule, regulation, ordinance or governmental
restriction, or any order, judgment, or decree applicable to Selling Parties,
the Business, or the Assets; or (b) any contract, agreement, or other commitment
or arrangement to which Seller is a party or by which Seller, the Business or
any of the Assets is bound other than as set forth in Section 4.3
herein.

    


    4.6          Compliance
with Law.  To the best of the Selling Parties’
knowledge,  the Seller has conducted its operations in material
compliance with all federal, state and local laws and regulations, and has not
failed to obtain or to adhere to the requirements of any license, permit or
authorization necessary for the ownership of the Assets or the conduct of its
operations which has or could reasonably be expected to have a material adverse
effect on the Assets or Business to be transferred  hereby (“Material
Adverse Effect”), other than as set forth on Schedule 4.6 hereto.

    


    4.7          Contracts.  Seller
has delivered to Purchaser a true and correct copy of the
Contracts;  other than the Contracts, there are no contracts,
agreements, licenses, arrangements, instruments or commitments, oral or written,
to which Seller is a party or to which the Assets are subject, or which are
material to, or affect materially the conduct of, the Business; and each of the
Contracts is a valid and binding obligation of the parties thereto in accordance
with its terms and there have been no material defaults or claims of material
default, and there are no facts or conditions that have occurred which, through
the passage of time or the giving of notice or both would constitute a material
default thereunder, which would cause the acceleration of any obligation of any
party thereto or the creation of a lien or encumbrance upon any of the
Assets.  To the extent that the consent of a third party is required
to assign the Contracts, such consent shall not be deemed a condition precedent
to Closing, but shall be a condition subsequent.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    4.8          Financial
Statements.  Seller has previously delivered to Purchaser
audited statements of operations of the Business for the year ended December 31,
2007 and unaudited statements of operations of the Business for the nine month
period ended September 30, 2008 (the “Financial Statements”), copies
of which are provided in  the form of consolidated financial
statements of the Shareholder incorporated in the Form 10K-SB and Form 10-Q
attached to this Agreement as Schedule
4.8.  Except as otherwise set forth in Schedule 4.8
hereto,  the Financial Statements have been prepared on a consistent
basis throughout the period covered by the Financial Statements, and, to the
best of Shareholder’s knowledge, fairly present the results of operations of the
Business for each of the periods covered by the Financial Statements (exclusive
of normal year-end adjustments) .  Seller has no liabilities or
obligations of any nature, whether absolute, accrued, contingent or otherwise
other than (a) liabilities and obligations that are fully reflected, accrued or
reserved for on the balance sheet, (b) contractual liabilities or obligations
not required to be disclosed in Financial Statements prepared in accordance with
U.S. GAAP, and (c) other liabilities and obligations incurred since September
30, 2008 in the ordinary course of business consistent with past
practice.

    


    4.9          Adequacy
and Condition of Assets.  The Assets are all of the assets
associated with the conduct of the Business as heretofore conducted and as
currently being conducted, other than the Excluded Assets and all of the
Tangible Assets are, and do not require other than normal routine maintenance to
keep them, in good operating condition and repair, normal and reasonable wear
and tear excepted.

    


    4.10        No
Adverse Change.  The Seller has conducted its business only in
the ordinary since December 1, 2008 and nothing has since then occurred and the
Seller has not incurred or suffered any event, circumstance, or fact that could
result in a material adverse change in the Business or the Assets (“Material
Adverse Changes”).

    


    4.11        [Intentionally
Omitted].

    


    4.12        Intellectual
Property.  Seller is not a party to any license, agreement, or
arrangement, whether as licensor, licensee, or otherwise, with respect to any of
the Intellectual Property and Purchaser’s use of the Intellectual Property from
and after the date of this Agreement will not infringe upon any intellectual
property right or proprietary right belonging to any other person or
entity.

    


    4.13        Litigation
and Proceedings.  There are no claims, actions, suits,
proceedings or investigations, judicial or administrative, pending, involving
or, to the knowledge of any Selling Party, threatened against or affecting, any
Selling Party or any of the Assets which might materially affect the right of
Purchaser to own, operate or control the Assets or the Business other than as
set forth on Schedule 4.13 hereto.

    


    4.14        Taxes.  All
tax returns required to be filed by Seller have been duly filed, and such tax
returns are complete and accurate in all material respects and, except as set
forth on Schedule 4.14 hereto, all taxes relating to Seller (including, without
limitation, federal, state, local and other income, franchise, employee’s income
withholding, social security, unemployment, disability, payroll, real property,
personal property, sales, use, transfer or other tax (collectively, “Taxes”), plus interest,
penalties or other charges in respect of the foregoing) have been paid, when
due, to the appropriate governmental authority and if such payment is not yet
due, a reserve or provision for the proper payment of such taxes, which reserve
or provision is adequate and in the ordinary course of business, has been
established.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    4.15        Product
Liability and Recalls.  To the best of the Selling Parties’
knowledge, there is (a) no pending or threatened Action by or before any court
or governmental body against Seller relating to any product alleged to have been
designed, manufactured or sold by Seller and alleged to have been defective or
improperly designed or manufactured and (b) no pending or threatened recall or
investigation of any product sold by Seller.

    


    4.16        Product
Warranty.  Each product manufactured, sold or delivered by
Seller has been manufactured, sold or delivered by Seller in conformity with all
applicable express and, to the extent not expressly disclaimed by Seller,
implied warranties and Seller does not have any liability (and there is no basis
for any present or, to the knowledge of Seller and the Selling Parties, future
Action against Seller giving rise to any liability) for replacement or repair
thereof or other damages in connection therewith.  To the best of the
Selling Parties’ knowledge no product manufactured, sold, or delivered by Seller
is subject to any guaranty, warranty, or other indemnity beyond the applicable
standard terms and conditions of sale.

    


    4.17        Brokerage
and Finders’ Fees.  Seller has not incurred any liability to
any broker, finder or agent for any brokerage fees, finder’s fees or commissions
with respect to the transactions contemplated by this Agreement.

    


    4.18        Material
Misstatements or Omissions.  No representations or warranties
of any of the Selling Parties contained in this Agreement contain an untrue
statement of a material fact, or omit to state a material fact necessary to make
the statements of facts contained herein not misleading.

    


    4.19        NO OTHER
REPRESENTATIONS OR WARRANTIES. SELLING PARTIES MAKE, AND PURCHASER SHALL
NOT BE ENTITLED TO RELY UPON, ANY REPRESENTATION OR WARRANTY AS TO ANY FACT OR
MATTER IN ANY WAY RELATING TO THE TRANSACTION CONTEMPLATED HEREBY OTHER THAN AS
EXPRESSLY SET FORTH HEREIN.

    


    5.        
   Representations
and Warranties of Purchaser.

    


    As a
material inducement to the execution and delivery of this Agreement by Seller,
Purchaser represents and warrants to Seller that the following is true and
correct as of the Effective Date:

    


    5.1          Authority.  Purchaser
has full power and authority to execute and deliver this Agreement and the
Promissory Note and to perform Purchaser’s obligations under this Agreement and
the Promissory Note.  This Agreement and the Promissory Note have been
duly authorized, executed and delivered by, and each is a valid and binding
agreement of, Purchaser, enforceable in accordance with its terms, and no
further action, approvals or consents are necessary on the part of Purchaser,
nor is it necessary for Purchaser to obtain any actions, approvals or consents
from any third persons, governmental or other, to make this Agreement or the
Promissory Note valid and binding upon and enforceable against Purchaser in
accordance with its terms, or to enable Purchaser to perform this Agreement, the
Promissory Note and the transactions contemplated by this
Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    5.2          No
Conflict.  Neither the execution and delivery by Purchaser of
this Agreement, nor the consummation by Purchaser of the transactions
contemplated hereby, will violate or conflict with (a) any federal, state or
local law, statute, rule, regulation, ordinance or governmental restriction, or
any order, judgment, or decree applicable to Purchaser; or (b) any contract,
agreement, or other commitment or arrangement to which Purchaser is a party or
by which Purchaser is bound.

    


    5.3          Other
Documents.  Concurrent with Purchaser’s execution and delivery
of this Agreement, Purchaser will deliver the Barnes Agreement (as defined in
Section 6.4 herein) duly executed by David J. Barnes.

    


    5.4          Seller
Liabilities.  The approximate of amount of unpaid (a) director
fees due to C. Robert Kline, PhD, James R. Largent and David Barnes as of the
date of their respective letters of resignation is $29,972, $13,500 and $12,000
and (b) compensation owing to Ken Jochim, Paul Labarile, Robert Seeley, Tim
Carrillo and Dannie Shaver as of the Effective Date (exclusive of any unpaid
2008 compensation for which withholding taxes have already been paid) will not
exceed $50,000.

    


    5.5          Trade
Payables.  A true and correct list of Seller’s vendor
trade  payables (including property and equipment lease payables) as
of the Effective Date is attached as Schedule 3.2(e) hereto.

    


    5.6          Investment
Experience.  Purchaser, on behalf of itself and its affiliates,
acknowledges, understands and agrees that (i) Purchaser and its affiliates are
sophisticated parties with such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
transactions contemplated hereby and (ii) Purchaser and its affiliates believe
they have received all the information they consider necessary or appropriate
for deciding whether to enter into this Agreement and to purchase the Assets and
Business upon the terms and conditions herein.

    


    5.7          Material
Misstatements or Omissions.  No representations or warranties
of Purchaser contained in this Agreement contain an untrue statement of a
material fact, or omit to state a material fact necessary to make the statements
of facts contained herein not misleading.

    


    5.8          NO OTHER REPRESENTATIONS OR
WARRANTIES. PURCHASER MAKES, AND SELLING PARTIES, SHALL NOT BE ENTITLED
TO RELY UPON, ANY REPRESENTATION OR WARRANTY AS TO ANY FACT OR MATTER IN ANY WAY
RELATING TO THE TRANSACTION CONTEMPLATED HEREBY OTHER THAN AS EXPRESSLY SET
FORTH HEREIN.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    6.        
   Other
Agreements of the Parties.

    


    6.1          Non-Competition
Agreement.  Concurrently with the execution and delivery of
this Agreement, Seller and Shareholder will execute and deliver to Purchaser a
Non-Competition Agreement in the form of Exhibit B attached to
this Agreement (the “Non-Competition
Agreement”).

    


    6.2          Facility
Lease.  Concurrently with the execution and delivery of this
Agreement, Purchaser and Seller will execute and deliver an assignment of real
property lease in the form attached to this Agreement as Exhibit
C-1.

    


    6.3          Equipment
Leases.  Concurrently with the execution and delivery of this
Agreement, Purchaser and Seller will execute and deliver an assignment of that
certain equipment lease guaranteed by Ken Jochim, in the form attached to this
Agreement as Exhibit
C-2.


    6.4          Agreements
with Affiliates.  Concurrently with the execution and delivery
of this Agreement, Purchaser will deliver, and Seller will execute, the an
agreement in the form attached as Exhibit D hereto (the “Barnes Agreement”) duly
executed by David J. Barnes for countersignature by Seller and/or Shareholder,
as applicable, providing for :

    


    (a)           an
amendment to that certain Note Modification Agreement by and between Seller and
David J. Barnes dated as of August 1, 2008,;

    


    (b)           a
termination of that certain Security Agreement by and between  Seller
and David J. Barnes dated as of June 19, 2008];
and

    


    (c)           a
termination of that
certain the Guaranty of Payment Agreement by and between Shareholder and David
J. Barnes dated as of August 1, 2008.

    


    6.5          Termination
and Hiring of Employees.  Purchaser, at its sole option, may
offer employment, effective as of the date of this Agreement, to some or all of
the employees of the Business (the “Transferred
Employees”).  All Transferred Employees to be hired by
Purchaser shall be terminated by Seller as of the day immediately preceding the
date of this Agreement and shall become new employees of Purchaser as of the
date of this Agreement.  Except as otherwise expressly provided
herein, Seller shall be solely responsible for all obligations and liabilities
with respect to the Transferred Employees prior to the date of this Agreement
and all obligations and liabilities with respect to Seller’s termination of
employment of the Transferred Employees.  Purchaser shall be solely
responsible for all obligations and liabilities with respect to Purchaser’s
employment of the Transferred Employees from and after the date of this
Agreement.

    


    6.6          Prorations.  All
personal property taxes and the like on or with respect to the Assets, if any,
shall be prorated as of the date of this Agreement, with Seller liable to the
extent such items are attributable to any time period prior to the date of this
Agreement, and Purchaser liable to the extent such items relate to any time
period from and after the date of this Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    6.7          Further
Assurances.  Each party hereto shall, at its expense, procure
or execute, acknowledge, and deliver all such further certificates, conveyance
instruments, assumption instruments, consents, and other documents as the other
party or its counsel may reasonably request (a) to vest in Purchaser, and
perfect and protect Purchaser’s right, title, and interest in, and enjoyment of,
the Assets and the Business; or (b) to ensure more effectively the compliance of
such party with its agreements and covenants under this Agreement.  In
accordance with the foregoing, Purchaser agrees to use commercially reasonable
efforts to secure the respective consents of the Landlord (as defined in Exhibit
C-1 hereto) and the Lessor (as defined in Exhibit C-2 hereto to assignment,
assumption and novation of the applicable leases upon terms substantially as set
forth in Exhibits C-1 and C-2, as applicable; and further agrees that Purchaser.
or an officer, director or other affiliate thereof, will provide such
guarantees, and execute such additional documents, as the Landlord or Lessor, as
applicable, may reasonably request as a condition precedent to the Landlord’s
and/or Lessor’s consent to the  assignment, assumption and novation of
the applicable lease upon terms substantially as set forth in Exhibits C-1 or
C-2, as applicable. Purchaser further agrees to provide the Selling Parties with
such documents and assistance as the Selling Parties may reasonably request in
connection with (a) an audit of the Selling Parties’ businesses (including the
preparation of audited financials statements for the Selling Parties) as relates
to  the twelve month period ended December 31, 2008 , and (b) the
timely filing of such documents,  (including but necessarily limited
to a 10-K) for the twelve month period ended December 31, 2008) and the proper
maintenance of such financial records as may be required of the Shareholder by
applicable securities laws.

    


    7.            Indemnification.

    


    7.1          Indemnification
of Purchaser.

    


    (a)           In
the event any of the Selling Parties breaches any of the Selling Parties’
representations, warranties or covenants contained in this Agreement, then such
Selling Parties shall jointly and severally indemnify Purchaser from and against
the entirety of any and all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, liabilities, obligations, taxes, liens, losses, expenses, and
fees, including court costs and attorneys’ fees and expenses, (collectively,
“Adverse Consequences”),
Purchaser may suffer to the extent resulting from, arising out of, relating to,
or caused by the breach.

    


    (b)           The
Selling Parties also shall jointly and severally indemnify Purchaser from and
against the entirety of any Adverse Consequences Purchaser may suffer to the
extent resulting from, arising out of, relating to, in the nature of, or caused
by any Excluded Liability (including but not limited to any liability of Seller
that becomes a liability of Purchaser under any common law doctrine of de facto
merger or successor liability, or otherwise by operation of
law).


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (c)           Purchaser
may offset any claim for indemnification hereunder against any amounts due
Seller under the Promissory Note, and shall not be in breach of this Agreement
or the Promissory Note upon the exercise of such right of offset or
reduction.

    


    7.2          Indemnification
of Seller.

    


    (a)           In
the event Purchaser breaches any of its representations, warranties or covenants
contained in this Agreement, then Purchaser shall indemnify Seller from and
against the entirety of any Adverse Consequences Seller may suffer to the extent
resulting from, arising out of, relating to, or caused by the
breach.

    


    (b)           Purchaser
shall indemnify Seller from and against the entirety of any Adverse Consequences
Seller may suffer to the extent resulting from, arising out of, relating to, in
the nature of, or caused by (i) Purchaser’s failure to pay or perform, when due,
the Assumed Obligations; or (ii) Purchaser’s operation of the Business from and
after the date of this Agreement.

    


    8.            Survival
of Representations and Warranties.  All of the covenants,
representations and warranties set forth in this Agreement shall, unless waived
in writing by the party for whose benefit such covenant, representation or
warranty was made, remain in full force and effect regardless of any
investigation, verification or approval by any party hereto or by anyone on
behalf of any party hereto, and all such covenants, representations and
warranties shall survive the consummation of the transactions contemplated
hereby.

    


    9.            Expenses.

    


    9.1          Expenses
in General. Each party shall bear all legal, accounting and other costs
and expenses incurred by it in negotiating and preparing this Agreement and in
consummating the transactions contemplated by this Agreement.

    


    9.2          Sales
Tax.  All sales taxes imposed or incurred in connection with
the purchase and sale of the Assets pursuant to this Agreement shall be borne by
Seller.

    


    10.          Notices.  All
notices, requests, demands, and other communications required to or permitted to
be given under this Agreement shall be in writing and shall be conclusively
deemed to have been duly given (a) when hand delivered to the other party; or
(b) when received when sent by facsimile at the address and number set forth
below (provided, however, that notices given by facsimile shall not be effective
unless either (i) a duplicate copy of such facsimile notice is promptly given by
depositing the same in a United States post office with first-class postage
prepaid and addressed to the parties as set forth below, or (ii) the receiving
party delivers a written confirmation of receipt for such notice either by
facsimile or any other method permitted under this Section; additionally, any
notice given by facsimile shall be deemed received on the next business day if
such notice is received after 5:00 p.m. (recipient’s time) or on a nonbusiness
day); or (c) three business days after the same have been deposited in a United
States post office with first class or certified mail return receipt requested
postage prepaid and addressed to the parties as set forth below; or (d) the next
business day after the same have been deposited with a national overnight
delivery service reasonably approved by the parties (Federal Express and United
Parcel Service being deemed approved by the parties), postage prepaid, addressed
to the parties as set forth below with next-business-day delivery guaranteed,
provided that the sending party receives a confirmation of delivery from the
delivery service provider.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    If to
Seller, to:

    


    Isotec,
Inc.

    c/o
WorldAm, Inc.

    4340 Von
Karman Avenue, Suite 200

    Newport
beach, CA 92660

    Attn:  Frederick
T. Rogers

    Facsimile:  ___________

    


    If to
Shareholder, to:

    


    WorldAm,
Inc.

    4340 Von
Karman Avenue, Suite 200

    Newport
beach, CA 92660

    Attn:  Frederick
T. Rogers

    Facsimile:  ___________

    


    If to
Purchaser, to:

    


    Isotec Security, Inc.

    25442
Rapid Falls Road

    Laguna
Hills, CA 92653

    Attn:  David
Barnes

    Facsimile:  (949)
360-9197

    


    Each
party shall make an ordinary, good faith effort to ensure that it will accept or
receive notices that are given in accordance with this Section, and that any
person to be given notice actually receives such notice.  A party may
change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section by giving the other party written notice
of the new address in the manner set forth above.

    


    11.          Miscellaneous.

    


    11.1        Joint and
Several Obligations.  All of the representations, warranties,
covenants and obligations of Seller contained in this Agreement shall be the
joint and several representations, warranties, covenants and obligations of
Seller and the Shareholder.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    11.2        Entire
Agreement.  This Agreement and the other agreements to be
entered into herewith represent the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and thereof,
supersede all other agreements or understandings, written or oral, between the
parties with respect to the subject matter hereof and thereof, and cannot be
amended, supplemented or changed, nor can any provision hereof or thereof be
waived, except by a written instrument signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is
sought.

    


    11.3        Successors.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

    


    11.4        Section
Headings.  The section headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

    


    11.5        Applicable
Law.  This Agreement has been executed and delivered in the
State of California, and shall be construed and enforced in accordance with the
laws of the State of California, without regard to its conflicts of law
doctrine.

    


    11.6        Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    11.7        Remedies.  Nothing
contained in this Agreement is intended to or shall be construed so as to limit
the remedies which either party may have against the other in the event of a
breach by either party or any representation, warranty or agreement made under
or pursuant to this Agreement, it being intended that any remedies shall be
cumulative and not exclusive.

    


    11.8        Attorneys’
Fees.  If any party to this Agreement shall bring any action,
suit, counterclaim, appeal, arbitration, or mediation for any relief against any
other party to this Agreement, declaratory or otherwise, to enforce the terms
hereof or to declare rights hereunder (collectively, an “Action”), the losing party
shall pay to the prevailing party a reasonable sum for attorneys’ fees and costs
incurred in bringing and prosecuting such Action and/or enforcing any judgment,
order, ruling, or award (collectively, a “Decision”) granted
therein.  Any Decision entered in such Action shall contain a specific
provision providing for the recovery of attorneys’ fees and costs incurred in
enforcing such Decision.  The court or arbitrator may fix the amount
of reasonable attorneys’ fees and costs on the request of either
party.  For the purposes of this Section, attorneys’ fees shall
include, without limitation, fees incurred in the
following:  post-judgment motions and collection actions; contempt
proceedings; garnishment, levy, and debtor and third party examinations; and
discovery.  As used herein, “prevailing party” shall mean
the party who obtains substantially the relief sought by it.

    


    11.9        Parties
in Interest.  Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any person other than the parties to it, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any
third person to any party to this Agreement, nor shall any provision give any
third persons any right of subrogation or action over against any party to this
Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    11.10      General
Interpretation.  The terms of this Agreement have been
negotiated by the parties hereto and the language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent.  This Agreement shall be construed without regard to
any presumption or rule requiring construction against the party causing such
instrument or any portion thereof to be drafted, or in favor of the party
receiving a particular benefit under the Agreement.  No rule of strict
construction will be applied against any person.

     

    11.11      Knowledge.  Except
as otherwise expressly provided herein, the term “knowledge,” “known” and all
variations thereof shall mean with respect to any representations, warranty or
statement of any party that is qualified by such party’s “knowledge,” the actual
knowledge of such party  without having conducted any special
investigation or, in the case of an entity, the actual knowledge of any present
officer or director of such entity without having conducted any special
investigation.

    


    11.12      Venue.  The
parties hereto agree that all actions or proceedings with respect to or arising
out of this Agreement shall be litigated exclusively in a state or federal court
sitting in Orange County, California.  The aforementioned choice of
venue is intended by the parties to be mandatory and not permissive in nature,
thereby precluding the possibility of litigation between the parties with
respect to or arising out of this Agreement in any jurisdiction other than that
specified in this Section.  Each party hereby waives any right it may
have to assert the doctrine of forum non conveniens or
similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this Section.

    


    11.13      Representation
by Legal Counsel.  Each of the Selling Parties acknowledges
that: (i) this Agreement has initially been prepared for the Selling Parties’
consideration by McConnell, Dunning & Barwick LLP (“MD&B”) at the request of
Purchaser; (ii) MD&B has not represented the Selling Parties in connection
herewith; and (iii) each of the Selling Parties has had the opportunity to
consult with legal counsel with respect to the terms and provisions of this
Agreement and the shares to be purchased hereunder, and has either done so, or
has determined in his or its sole judgment not to consult with legal counsel
with respect thereto.

    


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

    


    [Signature Page
Follows]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        “SELLING
      PARTIES”

                      
	 
      	 
      
	
                        ISOTEC,
      INC., a Colorado corporation

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Frederick
      T. Rogers, Chief Executive Officer

                      
	 
      	 
      
	
                        WORLDAM,
      INC., a Nevada corporation

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Frederick
      T. Rogers, Chief Executive Officer

                      
	 
      	 
      
	
                        “PURCHASER”

                      
	 
      	 
      
	
                        ISOTEC
      SECURITY, INC.

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        David
      J. Barnes, Chief Executive
Officer

                      


              

            

          

        

      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    LIST
OF SCHEDULES

    


    
      
        
          	
                  Schedule

                	 
      	
                  Description

                
	 
      	 
      	 
      
	
                  1.1(c)

                	 
      	
                  Tangible
      Assets

                
	 
      	 
      	 
      
	
                  1.1(e)

                	 
      	
                  Customers/Clients

                
	 
      	 
      	 
      
	
                  1.1(f)

                	 
      	
                  Contracts

                
	 
      	 
      	 
      
	
                  1.1(i)

                	 
      	
                  Intellectual
      Property

                
	 
      	 
      	 
      
	
                  1.1(l)

                	 
      	
                  Phone
      Numbers and Websites

                
	 
      	 
      	 
      
	
                  1.3

                	 
      	
                  Excluded
      Assets

                
	 
      	 
      	 
      
	
                  2.3

                	 
      	
                  Allocation
      of Purchase Price

                
	 
      	 
      	 
      
	
                  3.2(e)

                	 
      	
                  Trade
      Payables

                
	 
      	 
      	 
      
	
                  4.4

                	 
      	
                  Encumbrances

                
	 
      	 
      	 
      
	
                  4.6

                	 
      	
                  Compliance
      with Law

                
	 
      	 
      	 
      
	
                  4.8

                	 
      	
                  Financial
      Statements

                
	 
      	 
      	 
      
	
                  4.13

                	 
      	
                  Litigation
      and Proceedings

                
	 
      	 
      	 
      
	
                  4.14

                	 
      	
                  Taxes

                


        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    LIST
OF EXHIBITS

    


    
      
        	
                Exhibit

              	 
      	
                Description

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                A

              	 
      	
                Form
      of Promissory Note

              
	 
      	 
      	 
      
	
                B

              	 
      	
                Form
      of Non-Competition Agreement

              
	 
      	 
      	 
      
	
                C-1

              	 
      	
                Form
      of Assignment of Facility Lease

              
	 
      	 
      	 
      
	
                C-2

              	 
      	
                Form
      of Assignment of Equipment Lease

              
	 
      	 
      	 
      
	
                D

              	 
      	
                Form
      of Amendment to Note Modification Agreement

              
	 
      	 
      	 
      
	
                E

              	 
      	
                Form
      of Termination of Security Agreement

              
	 
      	 
      	 
      
	
                F

              	 
      	
                Form
      of Termination of
Guaranty

              


      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    SCHEDULE
1.1(c)

    


    Tangible
Assets


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(e)

    


    Customers/Clients


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(f)

    


    Contracts


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(i)

    


    Intellectual
Property


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(1)

    


    Phone Numbers and
Websites

    


    
      	
               
      

            	
              1.

            	
              All
      of Seller’s telephone numbers for its facilities located in Westminster,
      Colorado.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      following website of Seller:  www.
  isotecinc.com

            


    

    


    The
parties acknowledge and agree that the web pages of Shareholder’s website(s)
which are not identical to the webpages at www.isotecinc.com do
not constitute any portion of any website which is “used in the operation of the
Business” within the meaning of Section 1.1(l).  Buyer understands and
agrees that Buyer will be responsible for setting up a separate web management
account with third party service provider to house and otherwise manage the
portions of Shareholder’s website which are transferred hereby.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    SCHEDULE
1.3

    


    Excluded
Assets

    


    All
prepaid expenses are excluded from the assets transferred pursuant to this
Agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2.3

    


    Allocation of Purchase
Price

    


    
      
        
          
            
              
                	
                        Cash and Cash Equivalents

                      	 	$	
                                             
      

                      	 
	
                        Accounts
      Receivable

                      	 	$	

                                             
      

                      	 
	
                        Tangible
      Assets (excluding Inventory)

                      	 	$	

                                             
      

                      	 
	
                        Intangible
      Assets/Intellectual Property

                      	 	$	

                                             
      

                      	 
	
                        Client/Customer List and Goodwill

                      	 	$	

                                             
      

                      	 
	
                        Non-Compete
      (ordinary income)

                      	 	$	

                                             
      

                      	 


              

            

          

        

      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    SCHEDULE
3.2(e)

    


    Trade
Payables

    


    [see
attached list of trade payables]

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    SCHEDULE
4.4

    


    Encumbrances

    


    The
Assets and Business are subject to one or more tax liens in connection with
unpaid but past due employee withholding taxes totaling approximately $39,000.
The foregoing liability remains with Seller and is not assumed by
Buyer.

    


    The
Assets and Business may also be subject to (i) liens imposed by law, such as
carriers', warehousemen's and mechanics' liens with respect to which the
underlying obligations are not delinquent (ii) purchase money security interest
for the purchase or leasing of office equipment, computers, vehicles and other
items of tangible personal property, (iii) lessor liens arising in connection
with any of Seller’s real property leases with respect to which the underlying
obligations are not delinquent; (iv) liens imposed by law for taxes, assessments
or governmental charges not yet due and payable; and other (v) liens or other
Encumbrances (as defined in Section 4.4) which do not, individually or in the
aggregate, materially interfere with the use of the Assets, and which do not
materially detract from the value of the Assets and Business transferred hereby.
The foregoing liability remains with Seller and is not assumed by Buyer, except
to the extent any such liens have a material adverse effect on the Assets or
Business due to a failure of Purchaser to comply with any of its obligations or
commitments arising after the closing (including payment of any trade payable
assumed by the Purchaser  hereunder).


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    SCHEDULE
4.6

    


    Compliance with
Law

    


    Due to
certain disputes between the Shareholder, Seller, the Purchaser and other
affiliates and/or employees of Seller regarding the management, operation and
control of Seller over the past several months, the Selling Parties are not
willing to warrant that the Seller has conducted its operations in material
compliance with all federal, state and local laws and regulations, and has not
failed to obtain or to adhere to the requirements of any license, permit or
authorization necessary for the ownership of the Assets or the conduct of its
operations in or about the time during which this dispute took
place.

    


    Additionally,
Seller is past due with respect to the payment of approximately $39,000 in
employee withholding taxes. The foregoing liability remains with Seller and is
not assumed by Buyer.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    SCHEDULE
4.8

    


    Financial
Statements

    


    (See attached Form 10K-SB
for the year ended December 31, 2007 and Form 10-Q for the nine month period
ended September 30, 2008)

    


    The
Shareholder, Seller, the Purchaser and other affiliates and/or employees of
Seller have been involved in disputes regarding the management, operation and
control of Seller for the past several months.  In connection
therewith, the Shareholder performed additional analysis and other post-closing
procedures to ensure the Financial Statements for the nine-month period ended
September 30, 2008 were prepared in accordance with generally accepted
accounting principles.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    SCHEDULE
4.13

    


    Litigation and
Proceedings

    


    The
Assets and Business are subject to one or more tax liens in connection with
unpaid but past due employee withholding taxes totaling approximately $39,000.
The foregoing liability remains with Seller and is not assumed by
Buyer.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    SCHEDULE
4.14

    


    Taxes

    


    The
Assets and Business are subject to one or more tax liens in connection with
unpaid but past due employee withholding taxes totaling approximately $39,000.
The foregoing liability remains with Seller and is not assumed by
Buyer.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Form
of Promissory Note


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Form
of Non-Competition Agreement


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    EXHIBIT
C-1

    


    Form
of Assignment of Facility Lease


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    EXHIBIT
C-2

    


    Form
of Assignment of Equipment Lease


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    Form
of Note Modification and Release of Security and Guarantor


    
      
         


      

      
        36