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|   | A.     | All tangible and intangible property, including but not limited to, software, firmware, copyrights, trademarks, source code, inventory, computer systems, test fixtures, test computers, parts inventories, documentation, marketing materials, and all other assets, of any kind, belonging to the Intelli-Site product line, once the buyer and seller have agreed to the items they shall be listed and attached to this Agreement, as Exhibit A; and, |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | B.     | All tangible and intangible property, including but not limited to, software, firmware, copyrights, trademarks, source code, inventory, computer systems, test fixtures, test computers, parts inventories, documentation, marketing materials, and all other assets, of any kind, belonging to the MASC product line, Exhibit B; and,                                                                                                                    |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | C.     | All tangible and intangible properly, including but not limited to, software, firmware, copyrights, trademarks, source code, inventory, computer systems, test fixtures, test computers, parts inventories, documentation, marketing materials, and all other assets, of any kind, belonging to the Compass product line, once the buyer and seller have agreed to the items they shall be listed and attached to this Agreement, as Exhibit C; and,      |   |

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|   | D.     | All tangible and intangible property, including but not limited to, software, firmware, copyrights, trademarks, source code, inventory, computer systems, test fixtures, test computers, parts inventories, documentation, marketing materials, and all other assets, of any kind, belonging to the Insignia/Clarity product line once the buyer and seller have agreed to the items they shall be listed and attached to this Agreement, as Exhibit D; and,                                                                                                                                                                                                                                                                                                            |   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | E.     | As relates to sub-paragraphs (A), (B), (C) and (D) above, the sale shall specifically include all United States and foreign patents, patent applications, trademarks (whether registered or unregistered), service marks, trade names, brand names, logos, copyrights and any applications therefor and any other proprietary rights, including, without limitation, software code, know-how, inventions, discoveries and improvements, test data, shop rights, processes, methods and formulae, trade secrets, product drawings, specifications, designs and other technical information, owned by the Seller and belonging to each of the Intelli-Site, MASC, Compass or Insignia/Clarity products or product lines or brands (the “Product Lines”), and, |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | F.     | All customer bases and lists associated with each of the Product Lines; and,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | G.     | Trade show booth, display fixtures, training computers, laptops, training cases, training related network equipment constituting part of the Product Lines and all other EAC product support equipment; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | H.     | All accounts receivable due to Seller as of the Closing Date (as defined below) from any source related to any of the Product Lines; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | I.     | All right and title Seller and Parent have in a certain agreement, dated March 6, 2009, between Intelli-Site, Inc., Integrated Security Systems, Inc., Vuance, Inc. and Vuance, Ltd., a copy of which is attached hereto as Exhibit E (hereinafter referred to as “The Intelli-Site Agreement”).                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |

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|   | Seller represents, warrants and covenants that: |
|--------|-------------------------------------------------|
|   |                                            |   |
|   | A.                                              | Seller has good and merchantable title, free and clear of all third party claims, to all of its assets being sold, except for those obligations which Buyer is assuming, as referenced in Section 4 of this Agreement. |
|   |                                            |   |
|   | B.                                              | The Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The parent company of the Seller (“Parent”) is a corporation or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Seller and Parent has the corporate power and authority to own, operate and lease its properties and assets and to conduct its business as they are now being owned, operated, leased and conducted. Each of the Seller and Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in every jurisdiction in which the conduct of the business or ownership of its properties requires it to be so licensed or qualified or in good standing. |
|   |                                            |   |
|   | C.                                              | The Seller has the corporate power and authority to execute and deliver this Agreement and each other document referenced herein (the “Agreement Document”) to which it is a party, perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and each other Agreement Document, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of the Seller and, if required, Parent. This Agreement and each other Agreement Document to which the Seller or Parent is a party constitutes (or will constitute upon the execution thereof) the legal, valid and binding obligation of the Seller or Parent, as applicable, enforceable against the Seller or Parent, respectively, in accordance with its terms, except as enforcement thereof may be limited by bankruptcy laws or similar laws now or hereafter in effect relating to creditors’ rights generally, by general principles of equity or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. |
|   |                                            |   |
|   | D.                                              | The consummation of this Agreement does not violate any law, agreement or restriction to which the Seller or Parent is subject. |

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|   | E.                                                 | The inventories being sold are good and merchantable and suitable for sale in the ordinary course of business, excepting only for any items which are valued at salvage value, if any, as provided for in Exhibit F to be prepared by Seller in accordance with Section 11(B) of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | F.                                                 | All other property, equipment and fixtures being sold are in good operating condition and repair.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | G.                                                 | Except as set forth in Exhibit G, Seller has taken all steps and has obtained all authorizations, from all stakeholders, of whatever type, necessary to consummate this transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | H.                                                 | Seller is unaware of any pending or planned litigation concerning theassets which are the subject of the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | I.                                                 | Section 1.3 e of The Intelli-Site Agreement has not been exercised and all payments relating to The Intelli-Site Agreement are current.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | J.                                            | Section intentionally left blank Exhibit H intentionally not attached.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | H.                                                 | The Seller shall initiate at Buyer’s request to forward of phone calls and internet links (URL’s) to Buyer’s website for all products related to EAC product sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | I.                                                 | Seller agrees to waive any Non-Compete /Non Solicitation Agreements that may pertain to any current or former Vuance employees. Buyer agrees not to solicit the Seller’s current RFID core staff, comprised of: Rhonda Gross; Brenda Gebhardt; and Ed Warzniak.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The Buyer represents, warrants and covenants that: |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | A.                                                 | The Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has the corporate power and authority to own, operate and lease its properties and assets and to conduct its business as they are now being owned, operated, leased and conducted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | B.                                                 | The Buyer has the corporate power and authority to execute and deliver this Agreement and each other Agreement Document to which it is a party, perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and each other Agreement Document, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of the Buyer. This Agreement and each other Agreement Document to which the Buyer is a party constitutes (or will constitute upon the execution thereof) the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy laws or similar laws now or hereafter in effect relating to creditors’ rights generally, by general principles of equity or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. |

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|   | C.     | The consummation of this Agreement does not violate any law, agreement or restriction to which the Buyer is subject..                                                                                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | D.     | At the Closing, Buyer shall enter into an Intelli-Site license agreement with Seller, in the form of Exhibit 1, which will provide, inter alia, for a license fee which is 10% less than the rates currently established by the Seller and that in addition, Seller shall pay in cash 100% of the royalties due to Intelli-Site, Inc. on the sale of hardware by Seller, pursuant to section 1.3 c of the Intelli-Site Agreement. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | E.     | Buyer will assist to coordinated support for MASC equipment at Seller’s office through a local MASC integrator.                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | F.     | Buyer will assume Seller’s rights and obligations pursuant to Doug Cram rep agreement, a copy of which is attached hereto as Exhibit J, and pursuant to Seller’s agreement with Joel Konicek, a copy of which is attached hereto as Exhibit J Exhibit J1.                                                                                                                                                                  |

|   | A.     | Buyer and Seller will agree, prior to Closing, on the value of Accounts Receivable (AR), Inventory (I), Accounts Payable (AP) and the BridgeBank (BB) loan balance. The Purchase price shall be $250,000 if the following equation is true.(AR + I + $50,000) - (AP + BB) = $0                              |   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   | Note: The $50,000.00 listed in the above equation is the agreed value of the tradeshow and training equipment, and any AR which are deemed uncollectible or of questionable collectability.                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                             |   |
|   | B.     | If there is a deviation in the above formula, the purchase price will be adjusted accordingly. For example, if (AR + I + $50,000) - (AP + BB) = $100,000, then the purchase price will increase to $350,000. If (AR + I + $50,000) + (AP + BB) = ($100,000) then the purchase price will be reduced to $150,000. |   |

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|   | C.     | For purposes hereof the AP shall mean all accounts payable invoices specifically related the EAC business of Seller and/or the Racine Unified School District project, including, without limitation, those listed on Exhibit K.                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | D.     | Once the Buyer and Seller have agreed to the values of AR, 1, AP and BB under this section, they shall complete and attach to this Agreement, as Exhibit L, a completed “Final Value Agreement”, in a form to be agreed to by the parties. The Final Value Agreement shall be executed by one representative of the Buyer and Seller, as authorized herein and shall thereupon become an integral part hereof.                                                                                                                                                                                                                                    |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | E.     | For the Buyer, the President and CTO shall be authorized to execute the Final Value Agreement. For the Seller, the President and the VP of Operation, shall be authorized to execute the Final Value Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | F.     | Buyer will also assume responsibility for $70,000 of Bond Premium due by Seller as related to the Racine Unified School District project. However, this amount shall be reduced by amounts due to vendors and subcontractors for work completed or materials delivered in connection with said project, for which Seller has not been invoiced or for other reason are not reflected in Accounts Payable. Furthermore, this amount shall be increased by amounts due to Seller and for work completed or materials delivered in connection with said project, for which Seller has not invoiced or for other reason are not reflected in Accounts Receivable. |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | G.     | In addition to the foregoing, Buyer will assume liability for all aspects of Seller’s obligations under The Intelli-Site Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |

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|   | H. | Furthermore Buyer will assume liability for all aspects of Seller’s obligations under |   |
|--------|----|---------------------------------------------------------------------------------------------|--------|

|   |   |                                             |
|--------|--------|--------------------------------------------------|
|   | 1.     | Office leasing agreement Exhibit P               |
|   |   |                                             |
|   | 2.     | All Telephone land line at the Intelisite office |
|   |   |                                             |
|   | 3.     | 3 Cell Phone lines                               |
|   |   |                                             |
|   | 4.     | The Utilities                                    |

|   |   | i.   | GAS         |
|--------|--------|------|-------------|
|   |   | ii.  | Electricity |
|   |   | iii. | Internet    |

|   | 5. | Employment obligation |
|--------|----|-----------------------|

|                             |              |                                                                     |
|----------------------------------|-------------------|--------------------------------------------------------------------------|
|                             | To the Seller at: | VUANCE Inc. C/O VUANCE Ltd.1 HaMa’alit Street,Qadima 60920, lsrael |
|                             |              |                                                                     |
|                             | To the Buyer at:  | OLTIS Security Systems International, LLC                                |
|                             |              | P,O, Box1385 Waukesha, WI 53187                                          |
|                             |              |                                                                     |
| or by personal delivery thereof. |

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|   | a.     | Buyer’s ability to enter into employment contracts on mutually agreeable terms with Glen Tassin, Norbert Mahoney, and John Ulibarri within 5 days of the date hereof. This condition is waived automatically if Buyer does not notify Seller of its inability to reach mutually agreeable employment contracts by the end of the 5th day following the date hereof. |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | b.     | Receipt of documentation reasonably satisfactory to Buyer evidencing that all parties to The Intelli-Site Agreement have approved and accepted the assignment of Seller’s rights and obligations under the Intelli-Site Agreement to Buyer.                                                                                                                         |   |

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| By:    |        |   | 1/9/10Date   |
|--------|--------|--------|--------------|
|   |   |   |         |
|   |   |   |         |
|   |   |   |         |
| By:    |        |   | 1/9/2010Date |
|   |   |   |         |
|   |   |   |         |

| By:    |        |   |               |
|--------|--------|--------|--------------------|
|   |   |   |               |
| By:    |        |   |  Date: 1/9/10 |

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