Exhibit 10.1


     

    Exhibit
      10.1


    AGREEMENT
      AND PLAN OF REORGANIZATION

    PURSUANT
      TO ASSET ACQUISITION

    


    This
      AGREEMENT AND PLAN OF ACQUISITION (“Agreement”), dated as of August 6, 2004, by
      and among Second Colonial Mining and Engineering Services, Inc, a Canadian
      corporation (“Second Colonial”), the owners of JTT Homeland Integrated Security
      Systems, as listed on the signature page (collectively, the “Owners”), and JTT
      Homeland Integrated Security Systems, a private company (“JTT”). The parties
      hereto are sometimes hereinafter referred to collectively as the “Companies,” or
      individually as a “Company.”

    


    WHEREAS,
      the respective Boards of Directors and/or Owners of the Companies deem it
      advisable and in the best interests of their respective owners and stockholders
      that the assets of JTT be acquired by Second Colonial and, in furtherance
      thereof, the Board of Directors of Second Colonial and the owners of JTT have
      approved, as applicable, the acquisition of JTT’S assets by conveyance of such
      assets into Second Colonial. The assets shall include all of the intellectual
      properties, concepts, knowledge and history of Jansen Taylor Technologies,
      Inc.’s facilities entry and exit controls, radiation detection rights from
      Radcomm and GPS and vehicle monitoring control systems from Nextel, all assigned
      to JTT, upon the terms and subject to the conditions set forth herein;
      and

    


    WHEREAS,
      for federal income tax purposes, it is intended that the asset acquisition
      shall
      qualify as a re-organization within the meaning of Section 368(a) of the
      Internal Revenue Code of 1986, as amended (the “Code”).

    


    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants, and agreements set forth herein, the parties hereto
      agree
      as follows:

    


    Article
      I 

    


    THE
      ASSET
      ACQUISITION

    


    1.1  The
      Asset
      Acquisition.
      Subject
      to the terms and conditions of this Agreement, at the Effective Time (as defined
      in Section
      1.2
      hereof),
      Second Colonial shall acquire (the “Acquisition”) all of the assets of
      JTT.

    


    1.2
      Effective
      Time of the Asset acquisition.
      The
      Transaction shall become effective (the “Effective Time”) after satisfaction of
      the conditions set forth in Article
      VIII hereof.

    


    Article
      II

    


    ACQUISITION
      PURCHASE PRICE

    


    2.1
      Purchase
      Price.
      At the
      Effective Time and subject to Section 7, by virtue of the Transaction and
      without any action on the part of the holder thereof:

    


    (a)
      At
      the Effective Time, JTT Owners shall receive 5,445,222 shares of the restricted,
      no par value common stock of Second Colonial. 

    


    (b)
      At the
      Effective Time, all assets of JTT shall be conveyed to Second Colonial, in
      exchange for certificates representing 5,445,222 shares of the restricted,
      no
      par value common stock of Second Colonial. 

    (c)
      At
      the Effective Time, SECOND COLONIAL shall effect a 66.113 :1 forward stock
      split
      wherein the Owners of JTT will receive a total of Three Hundred Sixty Million
      (360,000,000) post forward split shares of the restricted, .0001 par value
      stock
      of Homeland Integrated Security Systems, Inc., and SECOND COLONIAL shareholders
      shall retain Three Hundred Forty Million (340,000,000) shares. 

     

    
      
        
        

      

      
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    Article
      III

    


    EXCHANGE
      OF SHARES FOR ASSETS

    3.1  Exchange
      of Shares For
      Assets.
      Prior to
      the Effective Time, the parties shall select and enter into an agreement with
      an
      attorney, transfer agent or trust company to act as Exchange Agent (the
“Exchange Agent”). No later than the Effective Time, SECOND COLONIAL shall make
      available, and each OWNER of JTT shall be entitled to receive, upon completion
      of the legal conveyance of the assets, one or more certificates representing
      the
      number of SECOND COLONIAL Shares into which such JTT ownership rights are
      converted pursuant to this Asset Acquisition. The SECOND COLONIAL Shares issued
      pursuant to this transaction shall be deemed to have been issued at the
      Effective Time.

     

    As
      soon
      as is reasonably practicable after the Effective Time, the Exchange Agent shall
      mail to each shareholder of record, a certificate or certificates (the
“Certificates”) which represent the Owners percentage of the shares paid as
      consideration for the Asset Acquisition. 

    3.2
       No
      Fractional Securities.
      No
      certificates or scrip representing fractional SECOND COLONIAL Shares shall
      be
      issued upon effective date pursuant to this Article
      III
      and no
      dividend, stock split-up, or other change in the capital structure of SECOND
      COLONIAL shall relate to any fractional security, and such fractional interests
      shall not entitle the owner thereof to vote or to any rights of a security
      holder. 

    


    3.3
       Closing
      of Transfer Books.
      At the
      Effective Time, the ownership books of JTT shall be closed and no transfer
      of
      JTT Ownership rights shall thereafter be recognized..

    


    3.4  Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at the offices of Thomas F. Pierson, at 9 a.m., local time, on the
      first business day (the “Closing Date”) after the later of (a) the day on which
      the meeting of the owners of JTT approving the Transaction is held or the
      Required Owners’ Consent is executed and delivered to JTT in compliance with
      applicable law, or (b)
      the
      day on which all of the conditions set forth in Article
      VIII
      hereof
      are satisfied or waived (other than those conditions which are to be satisfied
      at Closing), or at such other date, time and place as the Companies shall agree.
      

    


    3.5
       Supplementary
      Action.
      If at
      any time after the Effective Time, any further assignments or assurances in
      law
      or any other things are necessary or desirable to vest or to perfect or confirm
      of record ithe title to any property or rights of either SECOND COLONIAL or
      JTT,
      or otherwise to carry out the provisions of this Agreement, the Owners, officers
      and directors are hereby authorized and empowered on behalf of each, in the
      name
      of and on behalf of them as appropriate, to execute and deliver any and all
      things necessary or proper to vest or to perfect or confirm title to such
      property or rights in the Surviving Corporation, and otherwise to carry out
      the
      purposes and provisions of this Agreement.

    


    Article
      IV 

    


    REPRESENTATIONS
      AND WARRANTIES OF JTT

    


    As
      used
      in this Agreement, (i) the term “Material Adverse Effect” means, with respect to
      SECOND COLONIAL or JTT, as the case may be, a material adverse effect on the
      business, assets, results of operations, or financial condition of such party
      taken as a whole or in the ability of such party to perform its obligations
      hereunder, and (ii) the word “subsidiary” when used with respect to any party
      means any corporation or other organization, whether incorporated or
      unincorporated, of which such party or any other subsidiary of such party is
      a
      general partner (excluding partnerships the general partnership interests of
      which held by such party or any subsidiary of such party do not have a majority
      of the voting interests in such partnership) or of which at least a majority
      of
      the securities or other interests having by their terms ordinary voting power
      to
      elect a majority of the Board of Directors or others performing similar
      functions with respect to such corporations or other organizations is directly
      or indirectly owned or controlled by such party and/or by any one or more of
      the
      subsidiaries.

    


    JTT
      represents and warrants, with respect to JTT, its assets, except as disclosed
      to
      SECOND COLONIAL in the JTT Schedule of Exceptions (the “JTT Schedule”), attached
      hereto and incorporated herein by this reference, as follows:

     

    
      
        
        

      

      
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    4.1
       Organization.
      JTT is a
      company which is not incorporated and owned by four individuals, James T.
      Bullock, Peggy A. Bullock, Frank M. Moody and Jana Moody. The company is duly
      organized, validly existing, has the power to carry on its business as it is
      now
      being conducted or presently proposed to be conducted. JTT is duly qualified
      to
      do business, and is in good standing (to the extent the concept of good standing
      exists), in each jurisdiction where the character of its properties owned or
      held under lease or the nature of its activities makes such qualification
      necessary, except where the failure to be so qualified shall not have a Material
      Adverse Effect.

    


    4.2  Authority
      Relative to this Agreement.
      JTT’s
      Owners have the power to enter into this Agreement and to carry out its
      obligations hereunder. The execution and delivery of this Agreement by JTT
      and
      the consummation by JTT of the transactions contemplated hereby have been duly
      authorized, and, except for approval by the requisite votes cast by JTT’s Owners
      at the meeting provided for herein, no other proceedings on the part of JTT
      are
      necessary to approve this Agreement or the transactions contemplated
      hereby.

    


    4.3
       Consents
      and Approvals; No Violations.
      No
      filing with, and no permit, authorization, consent, or approval of, any public
      body or authority is necessary for the consummation by JTT of the transactions
      contemplated by this Agreement. Except as set forth in Section 4.4 of the JTT
      Schedule, neither the execution and delivery of this Agreement by JTT, nor
      the
      consummation by it of the transactions contemplated hereby, nor compliance
      by
      JTT with any of the provisions hereof, shall (a) result in a violation or breach
      of, or constitute (with or without due notice or lapse of time or both) a
      default (or give rise to any right of termination, cancellation, or
      acceleration) under, any of the terms, conditions, or provisions of any note,
      bond, mortgage, indenture, license, contract, agreement, or other instrument
      or
      obligation to which JTT is a party or by which any of them or any of their
      properties or assets may be bound or (b) violate any order, writ, injunction,
      decree, statute, rule, or regulation applicable to JTT, or any of its properties
      or assets, except in the case of clauses (a) and (b) for violations, breaches,
      or defaults that would not have a Material Adverse Effect.

    


    4.4  Litigation.
      As of
      the date of this Agreement, (i) there is no action, suit, judicial, or
      administrative proceeding, arbitration or investigation pending or, to the
      best
      knowledge of JTT, threatened against or involving JTT, or any of its properties
      or rights, before any court, arbitrator, or administrative or governmental
      body;
      (ii) there is no judgment, decree, injunction, rule, or order of any court,
      governmental department, commission, agency, instrumentality, or arbitrator
      outstanding against JTT; and (iii) JTT is not in violation of any term of any
      judgments, decrees, injunctions, or orders outstanding against it. JTT has
      furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section
      4.7 of the JTT Schedule, a description of all litigation, actions, suits,
      proceedings, arbitrations, investigations known to it, judgments, decrees,
      injunctions or orders pending; or to its best knowledge, threatened against
      or
      involving JTT, or any of its properties or rights as of the date
      hereof.

    


    4.5
       Contracts.
      Each of
      the material contracts, instruments, mortgages, notes, security agreements,
      leases, agreements, or understandings, whether written or oral, to which JTT
      is
      a party that relates to or affects the assets or operations of JTT or to which
      JTT or its respective assets or operations may be bound or subject is a valid
      and binding obligation of JTT and in full force and effect (with respect to
      JTT
      or such subsidiary), except for where the failure to be in full force and effect
      would not, individually or in the aggregate, have a Material Adverse Effect.
      Section 4.8(a) of the JTT Schedule sets forth a complete list of all material
      contracts. For purposes of this Agreement a material contract shall be any
      contract or agreement, which involves consideration in excess of $25,000. Except
      to the extent that the consummation of the transactions contemplated by this
      Agreement may require the consent of third parties, as disclosed in the JTT
      Schedule, there are no existing defaults by JTT thereunder or, to the knowledge
      of JTT, by any other party thereto, which defaults, individually or in the
      aggregate, would have a Material Adverse Effect; and no event of default has
      occurred, and no event, condition, or occurrence exists, that (whether with
      or
      without notice, lapse of time, or the happening or occurrence of any other
      event) would constitute a default by JTT thereunder which default would,
      individually or in the aggregate, have a Material Adverse Effect.

     

    
      	
              4.6

            	
              Employee
                Benefit Plans.
                JTT has no benefit plans at this time.


            


    

    


    
      
        
        

      

      
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    4.7
       Taxes.
      For the
      purposes of this section, the term “tax” shall include all taxes, charges,
      withholdings, fees, levies, penalties, additions, interest, or other assessments
      imposed by any United States federal, state, or local authority or any other
      taxing authority on JTT or any of its Tax Affiliates (as hereinafter defined)
      as
      to their respective income, profit, franchise, gross receipts, payroll, sales,
      employment, worker’s compensation, use, property, withholding, excise,
      occupancy, environmental, and other taxes, duties, or assessments of any nature,
      whatsoever. Except as set forth in Section 4.10 of the JTT Schedule, JTT and
      Jansen Taylor Technologies, Inc. have filed or caused to be filed timely all
      material federal, state, local, and foreign tax returns required to be filed
      by
      each of its and any member of its consolidated, combined, unitary, or similar
      group (each such member a “Tax Affiliate”). Such returns, reports, and other
      information are accurate and complete in all material respects. JTT has paid
      or
      caused to be paid or has made adequate provision or set up an adequate accrual
      or reserve for the payment of, all taxes shown to be due in respect of the
      periods for which returns are due, and has established (or shall establish
      at
      least quarterly) an adequate accrual or reserve for the payment of all taxes
      payable in respect of the period subsequent to the last of said periods required
      to be so accrued or reserved. Neither JTT nor any of its Tax Affiliates has
      any
      material liability for taxes in excess of the amount so paid or accruals or
      reserves so established. Except as set forth in Section 4.10 of the JTT
      Schedule, neither JTT nor any of its Tax Affiliates is delinquent in the payment
      of any tax in excess of the amount reserved or provided therefore, and no
      deficiencies for any tax, assessment, or governmental charge in excess of the
      amount reserved or provided therefore have been threatened, claimed, proposed,
      or assessed. No waiver or extension of time to assess any taxes has been given
      or requested. The Internal Revenue Service or comparable governmental agencies
      have never audited JTT’S federal and state income tax returns.

    


    4.8
      Compliance
      With Applicable Law.
      JTT
      holds all material licenses, franchises, permits, variances, exemptions, orders,
      approvals, and authorizations necessary for the lawful conduct of its business
      and the business of JTT is not being conducted in violation of, any provision
      of
      any material federal, state, local, or foreign statute, law, ordinance, rule,
      regulation, judgment, decree, order, concession, grant, franchise, permit or
      license, or other governmental authorization or approval applicable to JTT
      .

    


    4.9 Property.

    


    (a)
      Except to the extent that the inaccuracy of any of the following (or the
      circumstances giving rise to such inaccuracy) does not have or could not
      reasonably be expected to have a Material Adverse Effect:

    


    (i)
      JTT
      is licensed or otherwise has the legally enforceable right to use (in each
      case,
      clear of any liens or encumbrances of any kind), all Intellectual Property
      (as
      hereinafter defined) used in or necessary for the conduct of its business as
      currently conducted including but not limited to the Radcomm radiation detection
      system, the Nextel GPS tracking system and vehicle monitoring system, the James
      T. Bullock and/or Jansen Taylor Technologies, Inc. facilities entry and exit
      controls systems, designs and all related intellectual property associated
      therewith;

    


    


    (ii)
      No
      claims are pending or, to the best knowledge of JTT, threatened, on which JTT
      is
      infringing or otherwise violating the rights of any person with regard to any
      Intellectual Property used by, owned by, and/or licensed to JTT, and, to the
      best knowledge of JTT, there are no valid grounds for any such
      claims;

    


    (iii)
      to
      the best knowledge of JTT, there are no valid grounds for any claim challenging
      the ownership or validity of any Property owned by JTT or challenging JTT’s
      license or legally enforceable right to use any Property licensed or owned
      by
      it; and

     

    (b)
      For
      purposes of this Agreement, “Property” means the intellectual property rights
      described on Ex. “A” hereto.

    


    4.10
       Disclosure
      of the Representations and Warranties.
      The
      representations and warranties in this Section 4 do not knowingly contain any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements and information contained in this Section 4
      in
      light of the circumstances when made not misleading.

    


    4.11 JTT
      Owners.
      Owners
      of JTT are either accredited investors as such term is defined in the Securities
      Act of 1933 as amended or are investors who have acquired their ownership
      pursuant to valid laws rules and regulations. JTT acknowledges that each of
      the
      certificates representing shares of SECOND COLONIAL restricted no par value
      common stock paid to them in consideration of the Asset Acquisition shall
      contain the following legend:

     

    
      
        
        

      

      
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    This
      security has not been registered under the Securities Act of 1933, as amended,
      or any state securities laws. Securities may not be transferred, signed, sold
      or
      offered for sale except pursuant to an effective registration under said Act
      in
      any applicable state securities law or an opinion of counsel, in form and
      substance acceptable to SECOND
      COLONIAL, that registration is not required because of any applicable exemption
      from such registration requirements.

    


    4.12
      Owners
      Approval.
      JTT has
      obtained the consent to this Agreement and the transactions reflected hereby
      by
      the unanimous vote of JTT’S Owners, and such Owners have agreed to vote in favor
      of the Transaction.

    


    4.13 Assets
      on Ex. “A”. JTT
      owns
      the assets described on Ex. “A” hereto or has the right to acquire the same on
      the terms and conditions described on Ex. “A” hereto. Ex. “A” is a full and
      complete description of the properties and assets of JTT including those listed
      under 4.9(a)(i) above, and JTT acknowledges that SECOND COLONIAL is relying
      upon
      such representations in entering into this Agreement.  

    


    Article
      V

    


    REPRESENTATIONS
      AND WARRANTIES OF SECOND COLONIAL 

    


    SECOND
      COLONIAL represents and warrants, as of the Effective Time, and except as
      disclosed to JTT in the SECOND COLONIAL Schedule of Exceptions (the “SECOND
      COLONIAL Schedule”), attached hereto and incorporated herein by this reference,
      as follows:

    


    5.1
       Organization.
      SECOND
      COLONIAL is a corporation duly organized, validly existing, and in good standing
      under the laws of its jurisdiction of incorporation and has the corporate power
      to carry on its business as it is now being conducted or presently proposed
      to
      be conducted. SECOND COLONIAL is duly qualified as a foreign corporation to
      do
      business, and is in good standing (to the extent the concept of good standing
      exists), in each jurisdiction where the character of its properties owned or
      held under lease or the nature of its activities makes such qualification
      necessary, except where the failure to be so qualified shall not have a Material
      Adverse Effect.

    


    5.2 Capitalization.
      As of
      the date hereof, the authorized capital stock of SECOND COLONIAL consists of
      an
      unlimited number of common shares under series A, B, C, and D. Upon re-domicile
      to Florida, SECOND COLONIAL shall have 1,000,000,000 shares of .0001 par value
      common capital stock and no preferred or other class of stock authorized. As
      of
      the date hereof, the number of shares of the capital stock of SECOND COLONIAL
      of
      all types and classes which are issued and outstanding is 30,142,699 of common
      capital stock. All of the issued and outstanding shares of the capital stock
      of
      SECOND COLONIAL that are set forth hereof are validly issued, fully paid, and
      non-assessable and free of preemptive rights or similar rights created by
      statute, the Articles of Incorporation or Bylaws of SECOND COLONIAL or any
      agreement by which SECOND COLONIAL is a party or by which it is bound. Except
      (a) as set forth above or, (b) except as disclosed in Section 5.2 of the SECOND
      COLONIAL Schedule and herein below, there are not as of the date of this
      Agreement, any shares of capital stock of SECOND COLONIAL issued or outstanding
      or any options, warrants, subscriptions, calls, rights, convertible securities,
      or other agreements or commitments obligating SECOND COLONIAL to issue,
      transfer, or sell any shares of its capital stock. The Capital Stock of the
      newly created Florida Company shall have 1,000,000,000 authorized shares, .0001
      par value of which 700,000,000 shall be issued and outstanding. 

    


    5.3
       Authority
      Relative to this Agreement.
      SECOND
      COLONIAL has the corporate power to enter into this Agreement and to carry
      out
      its obligations hereunder. The execution and delivery of this Agreement by
      SECOND COLONIAL and the consummation by SECOND COLONIAL of the transactions
      contemplated hereby have been duly authorized by its Board of Directors, no
      other corporate proceedings on the part of SECOND COLONIAL are necessary to
      approve this Agreement or the transactions contemplated hereby. 

     

    
      
        
        

      

      
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    5.4
       Consents,
      Approvals and Delinquent Filings; No Violations. 

    


    Except
      for applicable requirements, the Securities Act of 1933 and the Securities
      Exchange Act of 1934 (“34 Act”), state law relating to takeovers, if applicable,
      state securities or blue sky laws, and, as applicable, filing and recordation
      of
      Articles of Merger under the FBCA, no filing with, and no permit, authorization,
      consent, or approval of, any public body or authority is necessary for the
      consummation by SECOND COLONIAL of the transactions contemplated by this
      Agreement. Neither the execution and delivery of this Agreement by SECOND
      COLONIAL, nor the consummation by it of the transactions contemplated hereby,
      nor compliance by SECOND COLONIAL with any of the provisions hereof, shall
      (a)
      result in any breach of the Articles of Incorporation or Bylaws of SECOND
      COLONIAL, (b) result in a violation or breach of, or constitute (with or without
      due notice or lapse of time or both) a default (or give rise to any right of
      termination, cancellation, or acceleration) under, any of the terms, conditions,
      or provisions of any note, bond, mortgage, indenture, license, contract,
      agreement, or other instrument or obligation to which SECOND COLONIAL is a
      party
      or by which any of them or any of their properties or assets may be bound or
      (c)
      violate any order, writ, injunction, decree, statute, rule, or regulation
      applicable to SECOND COLONIAL, any of its subsidiaries or any of their
      properties or assets, except in the case of clauses (b) and (c) for violations,
      breaches, or defaults that would not have a Material Adverse Effect.


    


    As
      of the
      date hereof SECOND
      COLONIAL is not a reporting company and trades on the “Grey Sheet” quotations
      system under the symbol _________; however the Company trades only by
      appointment. SECOND COLONIAL will comply with such requirements as are mandated
      to remain quoted on the Grey Sheet quotation system through the Effective Time
      in the same manner as it is now traded.  

    


    5.5
       
      Financial Statements.
      Except
      as set forth in Section 5.5 of the SECOND COLONIAL Schedule, the un-audited
      financial statements (the “SECOND COLONIAL Unaudited Statements”) dated June 30,
      2004 (“SECOND COLONIAL Un-Audited Statements”) fairly presents in all material
      respects the consolidated financial position of SECOND COLONIAL as of the
      respective dates thereof, and the other related statements (including in the
      case of the audited balance sheet, the related notes) included therein fairly
      present in all material respects the results of operations, changes in
      stockholders’ equity and cash flows of SECOND COLONIAL for the respective
      periods or as of the respective dates set forth therein, all in conformity
      with
      generally accepted accounting principles consistently applied during the periods
      involved, except as otherwise noted therein and subject, in the case of the
      un-audited interim financial statements, to normal year-end adjustments and
      any
      other adjustments described therein and the absence of any notes thereto.
      Section 5.5 of the SECOND COLONIAL Schedules is a list of SECOND COLONIAL’S
      payables as of June 30, 2004. 

    


    5.6
       Absence
      of Certain Changes or Events; Undisclosed Liabilities.
      Since
      June 30, 2004, except as set forth in Section 5.6 of the SECOND COLONIAL
      Schedule, SECOND COLONIAL has neither: (i) taken any of the actions as set
      forth
      in Sections
      6.2
      hereof;
      (ii) incurred any liability material to SECOND COLONIAL on a consolidated basis,
      except in the ordinary course of its business, consistent with past practices;
      (iii) suffered a change, or any event involving a prospective change, in the
      business, assets, financial condition, or results of operations of SECOND
      COLONIAL which has had, or is reasonably likely to have, individually or in
      the
      aggregate, a Material Adverse Effect, (other than as a result of changes or
      proposed changes in federal or state regulations of general applicability or
      interpretations thereof, changes in generally accepted accounting principles,
      and changes that could, under the circumstances, reasonably have been
      anticipated in light of disclosures made in writing by SECOND COLONIAL to SECOND
      COLONIAL pursuant hereto); or (iv) subsequent to the date hereof, except as
      permitted by Section
      6.1
      hereof,
      conducted its business and operations other than in the ordinary course of
      business and consistent with past practices. 

    


    SECOND
      COLONIAL has no liability (and there is no basis for any present or future
      action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or
      demand against any of them giving rising to any liability) except for (i)
      liabilities set forth on the face of the June 30, 2004 balance sheet and (ii)
      liabilities which have risen after the June 30, 2004 balance sheet in the
      ordinary course of business (none of which results from, arises out of, relates
      to, is in the nature of, or was caused by any breach of contract, tort,
      infringement, or violation of law). 

    


    5.7 Litigation.
      As of
      the date of this Agreement, (i) there is no action, suit, judicial, or
      administrative proceeding, arbitration or investigation pending or, to the
      best
      knowledge of SECOND COLONIAL, threatened against or involving SECOND COLONIAL
      ,
      or any of their properties or rights, before any court, arbitrator, or
      administrative or governmental body; (ii) there is no judgment, decree,
      injunction, rule, or order of any court, governmental department, commission,
      agency, instrumentality, or arbitrator outstanding against SECOND COLONIAL
      ; and
      (iii) SECOND COLONIAL are not in violation of any term of any judgments,
      decrees, injunctions, or orders outstanding against them. SECOND COLONIAL has
      furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section
      5.7 of the SECOND COLONIAL Schedule, a description of all litigation, actions,
      suits, proceedings, arbitrations, investigations known to it, judgments,
      decrees, injunctions or orders pending; or to its best knowledge, threatened
      against or involving SECOND COLONIAL, or any of their properties or rights
      as of
      the date hereof.

     

    
      
        
        

      

      
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    5.8
       Taxes
      For the
      purposes of this section, the term “tax” shall include all taxes, charges,
      withholdings, fees, levies, penalties, additions, interest, or other assessments
      imposed by any United States federal, state, or local authority or any other
      taxing authority on SECOND COLONIAL or any of its Tax Affiliates (as hereinafter
      defined) as to their respective income, profit, franchise, gross receipts,
      payroll, sales, employment, worker’s compensation, use, property, withholding,
      excise, occupancy, environmental, and other taxes, duties, or assessments of
      any
      nature, whatsoever. Except as set forth in Section 5.8 of the SECOND COLONIAL
      Schedule, SECOND COLONIAL has filed or caused to be filed timely all material
      U.S. federal, state, local, and foreign tax returns required to be filed by
      each
      of its and any member of its consolidated, combined, unitary, or similar group
      (each such member a “Tax Affiliate”). The Internal Revenue Service, Revenue
      Canada or comparable state or provincial agencies have never audited Second
      Colonial’s federal and state income tax returns to the best of the knowledge of
      the current officers and directors.

    


    5.9 Compliance
      With Applicable Law.
      SECOND
      COLONIAL and each of its subsidiaries holds all licenses, franchises, permits,
      variances, exemptions, orders, approvals, and authorizations necessary for
      the
      lawful conduct of its business under and pursuant to, and the business of each
      of SECOND COLONIAL is not being conducted in violation of, any provision of
      any
      federal, state, local, or foreign statute, law, ordinance, rule, regulation,
      judgment, decree, order, concession, grant, franchise, permit or license, or
      other governmental authorization or approval applicable to SECOND COLONIAL
      .


    


    5.10 Absence
      of Certain Changes or Events.
      Except
      as
      disclosed in the SECOND COLONIAL financial statements, since June 30, 2004,
      SECOND COLONIAL has not: (a) incurred any liability material to SECOND COLONIAL
      on a consolidated basis, except in the ordinary course of its business,
      consistent with past practices; (b) suffered a change, or any event involving
      a
      prospective change, in the business, assets, financial condition, or results
      of
      operations of SECOND COLONIAL which has had, or is reasonably likely to have,
      individually or in the aggregate, a Material Adverse Effect, (other than as
      a
      result of changes or proposed changes in federal or state regulations of general
      applicability or interpretations thereof, changes in generally accepted
      accounting principles, and changes that could, under the circumstances,
      reasonably have been anticipated in light of disclosures made in writing by
      SECOND COLONIAL to JTT pursuant hereto). 

    


    Article
      VI 

    


    CONDUCT
      OF BUSINESS PENDING THE ASSET ACQUISITION

    


    6.1
       Conduct
      of JTT’s Business Pending the Asset Acquisition.
      JTT
      agrees and its Owners agree that, during the period from the date of this
      Agreement and continuing until the Effective Time:

    


    (a)
       except
      as
      set forth in Schedule 6.1, the respective businesses of JTT shall be conducted
      only in the ordinary and usual course of business and consistent with past
      practices;

    


    (b)
       JTT
      shall
      not (i) sell or pledge or agree to sell or pledge any stock owned by it in
      any
      of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or
      (iii) split, combine, or reclassify any shares of its outstanding capital stock
      or declare, set aside, or pay any dividend or other distribution payable in
      cash, stock, or property in respect of its capital stock, or directly or
      indirectly redeem, purchase, or otherwise acquire any shares of its capital
      stock or other securities or shares of the capital stock or other securities
      of
      any of its subsidiaries;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    (c)
      JTT
      shall not (i) authorize for sale, sell, pledge, dispose of, encumber, deliver,
      or agree or commit to issue, sell, pledge, or deliver any additional ownership
      rights, or rights of any kind to acquire any shares of, its ownership or any
      Voting Debt (whether through the issuance or granting of options, warrants,
      commitments, subscriptions, rights to purchase, or otherwise); (ii) acquire,
      dispose of, transfer, lease, license, mortgage, pledge, or encumber any fixed
      or
      other substantial assets other than in the ordinary course of business and
      consistent with past practices; (iii) incur, assume, or prepay any material
      indebtedness, liability, or obligation or any other material liabilities or
      issue any debt securities other than in the ordinary course of business and
      consistent with past practices; (iv) assume, guarantee, endorse, or otherwise
      become liable or responsible (whether directly, contingently, or otherwise)
      for
      the obligations any other person (other than a subsidiary) in a material amount
      other than in the ordinary course of business and consistent with past
      practices; (v) make any material loans, advances, or capital contributions
      to,
      or investments in, any other person, other than to subsidiaries, other than
      in
      the ordinary course of business and consistent with past practices; (vi) fail
      to
      maintain adequate insurance consistent with past practices for their businesses
      and properties; or (vii) enter into any contract, agreement, commitment, or
      arrangement with respect to any of the foregoing;

    


    (d)
       JTT
      shall
      preserve intact the properties and licenses of JTT which have been assigned
      to
      it by Jansen Taylor Technologies, Inc., JTT Homeland Integrated Security
      Systems, Scenic Media LLC, James T. Bullock and or Frank M. Moody ; provided,
      however,
      that no
      breach of this covenant shall be deemed to have occurred if a failure to comply
      with this Section
      6.1(d)
      occurs
      as a result of any matter arising out of the transactions contemplated by this
      Agreement;

    


    (e)
      JTT
      shall not knowingly take or allow to be taken or fail to take any action which
      act or omission would jeopardize qualification of the Transaction as a
“reorganization” within the meaning of Section 368(a) of the Code;
      and

    


    (f)
      JTT
      shall use all reasonable efforts to prevent any representation or warranty
      of
      JTT herein from becoming untrue or incorrect in any material
      respect.

    


    6.2  Conduct
      of SECOND COLONIAL Business Pending the Asset acquisition.
      SECOND
      COLONIAL agrees on its own behalf and on behalf of its subsidiaries that, during
      the period from the date of this Agreement and continuing until the Effective
      Time:

    


    
      	 	
              (a)
                Except as set forth in Schedule 6.2, the respective businesses of
                SECOND
                COLONIAL shall be conducted only in the ordinary and usual course
                of
                business and consistent with past practices except as may be required
                to
                restructure for purposes of this
                asset;

            


    

    


    (b)
      SECOND COLONIAL shall not (i) sell or pledge or agree to sell or pledge any
      stock owned by it in any of its subsidiaries; (ii) amend its Articles of
      Incorporation or Bylaws; or (iii) split, combine, or reclassify any shares
      of
      its outstanding capital stock or declare, set aside, or pay any dividend or
      other distribution payable in cash, stock, or property in respect of its capital
      stock, or directly or indirectly redeem, purchase, or otherwise acquire any
      shares of its capital stock or other securities or shares of the capital stock
      or other securities of any of its subsidiaries;

    


    (c)
      SECOND COLONIAL shall not (i) authorize for issuance, issue, sell, pledge,
      dispose of, encumber, deliver, or agree or commit to issue, sell, pledge, or
      deliver any additional shares of, or rights of any kind to acquire any shares
      of, its capital stock of any class or exchangeable into shares of stock of
      any
      class or any Voting Debt (whether through the issuance or granting of options,
      warrants, commitments, subscriptions, rights to purchase, or otherwise), except
      that SECOND COLONIAL may issue Shares required to be issued upon exercise of
      existing stock options, warrants, or similar plans, or under other contractual
      commitments previously made, which options, warrants, plans, or commitments
      have
      been disclosed in writing to SECOND COLONIAL in the SECOND COLONIAL Schedule;
      (ii) acquire, dispose of, transfer, lease, license, mortgage, pledge, or
      encumber any fixed or other substantial assets other than in the ordinary course
      of business and consistent with past practices; (iii) incur, assume, or prepay
      any material indebtedness, liability, or obligation or any other material
      liabilities or issue any debt securities other than in the ordinary course
      of
      business and consistent with past practices; (iv) assume, guarantee, endorse,
      or
      otherwise become liable or responsible (whether directly, contingently, or
      otherwise) for the obligations any other person (other than a subsidiary) in
      a
      material amount other than in the ordinary course of business and consistent
      with past practices; (v) make any material loans, advances, or capital
      contributions to, or investments in, any other person, other than to
      subsidiaries, other than in the ordinary course of business and consistent
      with
      past practices; (vi) fail to maintain adequate insurance consistent with past
      practices for their businesses and properties; or (vii) enter into any contract,
      agreement, commitment, or arrangement with respect to any of the
      foregoing;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (d)
      SECOND COLONIAL shall preserve intact the business organization of SECOND
      COLONIAL , to keep available the services of its and their present officers
      and
      key employees, and to preserve the goodwill of those having business
      relationships with it and their respective subsidiaries; provided,
      however,
      that no
      breach of this covenant shall be deemed to have occurred if a failure to comply
      with this Section
      6.2(d)
      occurs
      as a result of any matter arising out of the transactions contemplated by this
      Agreement;

    


    (e)
      SECOND COLONIAL shall not knowingly take or allow to be taken or fail to take
      any action which act or omission would jeopardize qualification of the
      Transaction as a “reorganization” within the meaning of Section 368(a) of the
      Code; and

    


    (f)
      SECOND COLONIAL shall use all reasonable efforts to prevent any representation
      or warranty of SECOND COLONIAL herein from becoming untrue or incorrect in
      any
      material respect.

    


    6.3
       Current
      Information.
      From the
      date of this Agreement to the Effective Time, JTT shall cause one or more of
      its
      designated representatives to confer on a regular and frequent basis with
      representatives of SECOND COLONIAL and each shall report the general status
      of
      their ongoing operations and to deliver to the SECOND COLONIAL or JTT as the
      case may be, monthly un-audited consolidated balance sheets and related
      consolidated statements of income for the period since the last such report.
      

    


    6.4
       Legal
      Conditions to Asset acquisition.
      Each of
      SECOND COLONIAL and JTT shall, use all reasonable efforts (a) to take, or cause
      to be taken, all actions necessary to comply promptly with all legal
      requirements which may be imposed on such party or its subsidiaries with respect
      to the Transaction and to consummate the transactions contemplated by this
      Agreement, subject to the appropriate vote or consent of shareholders, and
      (b)
      to obtain (and to cooperate with the other party to obtain) any consent,
      authorization, order or approval of, or any exemption by, any governmental
      entity and/or any other public or private third party which is required to
      be
      obtained or made by such party in connection with the Transaction and the
      transactions contemplated by this Agreement. Each of SECOND COLONIAL and JTT
      shall promptly cooperate with and furnish information to the other in connection
      with any requirement imposed upon, any of them or any of their subsidiaries
      in
      connection with the foregoing.

    


    6.5
       Advice
      of Changes; Government Filings.
      Each
      party shall confer on a regular and frequent basis with the other, report on
      operational matters and promptly advise the other orally and in writing of
      any
      change or event having, or which, insofar as can reasonably be foreseen, could
      have, a Material Adverse Effect on such party or which would cause or constitute
      a material breach of any of the representations, warranties, or covenants of
      such party contained herein. SECOND COLONIAL shall file all reports required
      by
      regulation to be filed by it with any regulatory body between the date of this
      Agreement and the Effective Time and shall deliver to the other party copies
      of
      all such reports promptly after the same are filed. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Article
      VII

    


    ADDITIONAL
      AGREEMENTS

    


    7.1
      Access
      and Information.

    


    (a)
       JTT
      and
      SECOND COLONIAL shall afford to the other party and its financial advisors,
      legal counsel, accountants, consultants, and other representatives access during
      normal business hours throughout the period from the date hereof to thirty
      days
      subsequent to the date hereof to all of its books, records, properties,
      facilities, personnel commitments, and records (including but not limited to
      Tax
      Returns) and, during such period, each shall furnish promptly all information
      concerning its business, properties, and personnel as such other party may
      reasonably request in order for such other party to fully investigate the
      business and affairs of JTT or SECOND COLONIAL, as applicable prior to the
      Effective Time (the “Inspection”).

    


    (b)
      All
      information furnished by a party pursuant hereto shall be treated as the sole
      property of the furnishing party until consummation of the Transaction
      contemplated hereby. 

    


    7.2
       Public
      Announcements.
      So long
      as this Agreement is in effect, each Company agrees that it shall obtain the
      approval of the other party prior to issuing any press release and shall use
      its
      best efforts to consult with the others before otherwise making any public
      statement or responding to any press inquiry with respect to this Agreement
      or
      the transactions contemplated hereby, except as may be required by law or any
      governmental agency if required by such agency or the rules of the NASDAQ Stock
      Market. 

    


    7.3
       Expenses.
      Subject
      to Section
      9.2
      hereof,
      whether or not the Transaction is consummated, all costs and expenses incurred
      in connection with this Agreement and the transactions contemplated hereby
      and
      thereby shall be paid by the party incurring such expenses, except that SECOND
      COLONIAL shall be responsible for any and all expenses incurred regarding the
      re-domiciling as contemplated herein and as set forth in Section
      8.3(f)
      below
      herein.  

    


    7.4 Additional
      Agreements.

    


    (a)
       Subject
      to the terms and conditions herein provided, including without limitation those
      set forth in the proviso to Section
      6.4
      hereof,
      each of the parties hereto agrees to use all reasonable efforts to take, or
      cause to be taken, all action and to do, or cause to be done, all things
      necessary, proper, or advisable under applicable laws and regulations to
      consummate and make effective the transactions contemplated by this Agreement,
      including using all reasonable efforts to obtain all necessary waivers,
      consents, and approvals, and to effect all necessary registrations and filings.
      In case at any time after the Effective Time any further action is necessary
      or
      desirable to carry out the purposes of this Agreement, the proper officers
      and/or directors of the Companies shall take all such necessary
      action.

    


    (b)
       Subject
      to the terms and conditions herein provided, including without limitation those
      set forth in the proviso to Section
      6.4
      hereof,
      each Company shall cooperate with the others and use all reasonable efforts
      to
      prepare all necessary documentation to effect promptly all necessary filings
      and
      to obtain all necessary permits, consents, approvals, orders, and authorizations
      of or any exemptions by, all third parties and governmental bodies necessary
      to
      consummate the transactions contemplated by this Agreement.

    


    (c)
       At
      the
      Effective Time, all members of the SECOND COLONIAL Board of Directors shall
      resign. Prior to the resignations of the members of the SECOND COLONIAL Board
      of
      Directors, the Board of Directors shall nominate the individuals (“New Board of
      Directors”) listed on Schedule 7.4 to serve on the SECOND COLONIAL Board of
      Directors in accordance with SECOND COLONIAL’S Articles of Incorporation and
      Bylaws. 

    


    7.5
       Survival
      of Representations and Warranties.
      The
      respective representations and warranties of SECOND COLONIAL and JTT and its
      Owners contained in this Agreement shall survive the Closing Date for a period
      of two years (the “Survival Period”), at the end of which Survival Period no
      claim may be made with respect to any such representation or warranty unless
      such claim shall have been asserted in writing to the Indemnifying Party during
      such period.

    


    7.6
       Issuance
      of Securities.
      For the
      period commencing as of the date hereof and ending as of the Effective Time,
      SECOND COLONIAL agrees that it shall not issue any shares of common stock,
      other
      than as may be required to effect the terms and conditions of this Agreement.
      

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
              7.7

            	
              SECOND
                COLONIAL Agreements.

            


    

    


    Prior
      to
      the Effective Time, SECOND COLONIAL shall have obtained shareholder consent
      approving the following:

     

    (a).
      Approval of the JTT Asset Acquisition.

    


    (b).
      Approval of a re-domicile of Second Colonial to the State of Florida, a name
      change to Homeland Integrated Security Systems, Inc, and a 66.113 for forward
      stock split of the common no par value shares of the Company.

     

     

    Article
      VIII 

    


    CONDITIONS
      TO CONSUMMATION OF THE ASSET ACQUISITION

    


    8.1
       Conditions
      to the Companies’ Obligation to Effect the Asset acquisition
      The
      respective obligations of all Companies to effect the transactions contemplated
      herein shall be subject to the satisfaction at or prior to the Effective Time
      of
      the following conditions, any one of which may be waived by a writing signed
      by
      SECOND COLONIAL and JTT:

    


    (a)
      This
      Agreement and the transactions contemplated hereby shall have been approved
      and
      adopted by the unanimous
      vote of the owners of JTT in accordance with applicable law or by a written
      consent of all of the owners of JTT (the “Required Owners
      Consent”).

    


    (b)
      No
      preliminary or permanent injunction or other order by any federal, state, or
      foreign court of competent jurisdiction which prohibits the consummation of
      any
      Transaction shall have been issued and remain in effect. No statute, rule,
      regulation, executive order, stay, decree, or judgment shall have been enacted,
      entered, issued, promulgated, or enforced by any court or governmental authority
      which prohibits or restricts the consummation of the Asset acquisition. All
      authorizations, consents, orders or approvals of, or declarations or filings
      with, and all expirations of waiting periods imposed by, any governmental entity
      (all of the foregoing, “Consents”) which are necessary for the consummation of
      the Transaction, other than Consents the failure to obtain which would have
      no
      material adverse effect on the consummation of the Transaction, taken as a
      whole, shall have been filed, occurred, or been obtained (all such permits,
      approvals, filings, and consents and the lapse of all such waiting periods
      being
      referred to as the “Requisite Regulatory Approvals”) and all such Requisite
      Regulatory Approvals shall be in full force and effect. 

     

    (c)
      There
      shall not be any action taken, or any statute, rule, regulation, or order
      enacted, entered, enforced, or deemed applicable to any Asset acquisition,
      by
      any federal or state governmental entity which, in connection with the grant
      of
      a Requisite Regulatory Approval, imposes any condition or restriction upon
      any
      Surviving Corporation or its subsidiaries (or, in the ease of any disposition
      of
      assets required in connection with such Requisite Regulatory Approval, upon
      any
      Company or its subsidiaries), including, without limitation, requirements
      relating to the disposition of assets, which in any such case would so
      materially adversely impact the economic or business benefits of the
      transactions contemplated by this Agreement as to render inadvisable the
      consummation of the Asset acquisition.

    


    (d)
      Each
      Company and its owners shall have performed in all material respects its
      obligations under this Agreement required to be performed by it at or prior
      to
      the Effective Time and the representations and warranties of each Company
      contained in this Agreement shall be true and correct in all material respects
      at and as of the Effective Time as if made at and as of such time, except as
      contemplated by this Agreement, and each Company shall have received a
      certificate of the Chairman of the Board, the President, or an Executive Vice
      President of the other Company as to the satisfaction of this condition.


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (e)
      Each
      Company and its owners shall have obtained the consent or approval of each
      person whose consent or approval shall be required in connection with the
      transactions contemplated hereby, under any loan or credit agreement, note,
      mortgage, indenture, lease, license, or other agreement or instrument, except
      those for which failure to obtain such consents and approvals would not,
      individually or in the aggregate, have a material adverse effect on the
      Surviving Corporation taken as a whole or upon the consummation of the
      transactions contemplated hereby.

    


    8.2
       Conditions
      to Obligations of SECOND
      COLONIAL
      The
      obligations of SECOND COLONIAL to carry out the transactions contemplated by
      this Agreement are subject, at the option of SECOND COLONIAL, to the
      satisfaction, or waiver by SECOND COLONIAL , of the following
      conditions:

    


    (a)
      No
      proceeding which JTT
      shall
      be a debtor, defendant, or party seeking an order for its own relief or
      reorganization shall have been brought or be pending by or against such person
      under any United States or state bankruptcy or insolvency law. 

     

    (b)
      JTT
      shall have delivered a certificate of an officer and the owners of JTT that
      it
      and they shall have performed in all material respects its and their obligations
      under this Agreement required to be performed by it at or prior to the Effective
      Time and the representations and warranties of JTT contained in this Agreement
      shall be true and correct in all material respects at and as of the Effective
      Time as if made at and as of such time, except as contemplated by this
      Agreement.

    


    (c)
      JTT
      shall have delivered its bill of sale to JTT INTEGRATED HOMELAND SECURITY
      SYSTEMS, INC. AND SECOND COLONIAL in such form and format as required by Florida
      law and satisfactory to counsel for SECOND
      COLONIAL .

    


    SECOND
      COLONIAL shall have received evidence, satisfactory to it that transactions
      contemplated by this Agreement, can be consummated in accordance with an
      exemption from applicable state and federal securities laws.

    


    8.3
       Conditions
      to Obligations of JTT.
      The
      obligations of JTT to carry out the transactions contemplated by this Agreement
      are subject, at the option of JTT, to the satisfaction, or waiver by JTT, of
      the
      following conditions:

    


    
      	 	
              (a)
                No proceeding which SECOND COLONIAL shall be a debtor, defendant,
                or party
                seeking an order for its own relief or reorganization shall have
                been
                brought or be pending by or against such person under any United
                States or
                state bankruptcy or insolvency law.

            


    

    


    (b)
      SECOND COLONIAL shall deliver the resignations of the members of the SECOND
      COLONIAL Board of Directors, in a form satisfactory to JTT.

    


    (c)
      SECOND COLONIAL shall have no debt or other obligations in excess of $500 for
      legal and accounting fees.

    


    (d)
      SECOND COLONIAL shall have delivered a certificate of an officer of SECOND
      COLONIAL that (i) it shall have performed in all material respects its
      obligations under this Agreement required to be performed by it at or prior
      to
      the Effective Time and (ii) the representations and warranties of SECOND
      COLONIAL contained in this Agreement shall be true and correct in all material
      respects at and as of the Effective Time as if made at and as of such time,
      except as contemplated by this Agreement.

    


    (e)
      JTT
      shall have received evidence, satisfactory to it that transactions contemplated
      by this Agreement, can be consummated in accordance with an exemption from
      applicable state and federal securities laws.

    
      	 	
              (f)
                SECOND COLONIAL shares shall continue to be approved to trade on
                the Grey
                Sheet Quotation System. SECOND
                COLONIAL shall assume responsibility for any and all costs associated
                with
                re-domiciling as
                agreed upon herein above, including but not limited to state or federal
                filing fees, registered agent fees and CUSIP fees but not fees associated
                with the issuance of new shares and the printing of new share
                certificates.

            


    

    


    (g)
      Should
      re-domiciling JTT to the state of Florida as contemplated herein require
      contracting with a transfer agency based in the United States, SECOND COLONIAL
      agrees to pay the costs of transferring shareholder files from the present
      transfer agent but not the set-up costs, which shall be borne by JTT and/or
      assigns.  
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    Article
      IX 

    


    TERMINATION,
      AMENDMENT AND WAIVER

    


    9.1
       Termination.
      This
      Agreement may be terminated and the Transaction contemplated hereby abandoned
      at
      any time prior to the Effective Time, whether before or after approval by the
      shareholders of JTT:

     

    (a)
      By
      mutual written consent of all of the Companies.

    
      	
               

            	 


    

    (b)
      By
      either SECOND
      COLONIAL or JTT if the Transaction shall not have been consummated on or before
      September 30, 2004, through no fault of the terminating party.

    (c)
      By
      SECOND COLONIAL or JTT if there shall have been any material breach of a
      material obligation of the other hereunder and, if such breach is curable,
      such
      default shall have not been remedied within 10 days after receipt by the other
      Company, as the case may be, of notice in writing from such Company specifying
      such breach and requesting that it be remedied; provided, that such 10-day
      period shall be extended for so long as the other Company shall be making
      diligent attempts to cure such default.

    (d)
      By
      either SECOND
      COLONIAL or JTT if any court of competent jurisdiction in the United States
      or
      other United States governmental body shall have issued an order, decree, or
      ruling or taken any other action restraining, enjoining, or otherwise
      prohibiting the Transaction and such order, decree, ruling, or any other action
      shall have become final and non-appealable. 

    


    9.2
       Effect
      of Termination.
      In
      the
      event of termination of this Agreement as provided above, this Agreement shall
      forthwith become of no further effect and, except for a termination resulting
      from a breach by a party to this Agreement, there shall be no liability or
      obligation on the part of any Company or their respective officers or directors
      (except as set forth in Section
      7.1
      hereof
      which shall survive the termination). Nothing contained in this Section
      9.2
      shall
      relieve any party from liability for willful breach of this Agreement that
      results in termination of this Agreement. Upon request therefore, each party
      shall redeliver all documents, work papers, and other material of any other
      party relating to the transactions contemplated hereby, whether obtained before
      or after the execution hereof, to the party furnishing same.

    


    9.3
       Amendment.
      This
      Agreement may be amended by action taken at any time before or after approval
      hereof by the shareholders of JTT, but, after any such approval, no amendment
      shall be made which alters the Exchange Ratio or which in any way materially
      adversely affects the rights of such shareholders, without the further approval
      of such shareholders. This Agreement may not be amended, except by an instrument
      in writing signed by each of the parties hereto.

    


    9.4
       Waiver
      At any
      time prior to the Effective Time, the parties hereto may (a) extend the time
      for
      the performance of any of the obligations or other acts of the other parties
      hereto, (b) waive any inaccuracies in the representations and warranties
      contained herein or in any document delivered pursuant hereto, and (c) waive
      compliance with any of the agreements or conditions contained herein. Any
      agreement on the part of a party hereto to any such extension or waiver shall
      be
      valid only if set forth in an instrument in writing signed on behalf of such
      party. Such extensions or waivers shall be in writing, executed by each of
      SECOND COLONIAL and JTT. Such waiver shall not operate as a waiver of, or
      estoppel with respect to, any subsequent or other failure.

    


    
      
        
        

      

      
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    Article
      X 

    


    GENERAL
      PROVISIONS

    


    10.1
       Brokers.
      Each
      Company represents and warrants to the others that no broker, finder, or
      financial advisor is entitled to any brokerage, finder’s, or other fee or
      commission in connection with the Transaction or the transactions contemplated
      by this Agreement based upon arrangements made by or on behalf of any party
      hereto, except as reflected in the JTT Schedule or the SECOND COLONIAL
      Schedule.

    


    10.2
       Notices.
      All
      notices, claims, demands and other communications hereunder shall be in writing
      and shall be deemed given if delivered personally or by telex or telecopy or
      mailed by registered or certified mail (postage prepaid, return receipt
      requested) to the respective parties at the following addresses (or at such
      other address as shall be submitted in writing):

    


    


    JTT
      Integrated Homeland Security

    James
      T.
      Bullock

    


    


    Second
      Colonial Mining and Engineering, Inc.

    Mr.
      Sandy
      Winick

    


    


    


    10.3
      Descriptive
      Headings.
      The
      headings contained in this Agreement are for reference Purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.

    


    10.4
      Entire
      Agreement: Assignment.
      This
      Agreement (including the Exhibits, Schedules, and other documents and
      instruments referred to herein) (a) constitute the entire agreement and
      supersede all other prior agreements and understandings, both written and oral,
      among the parties or any of them, with respect to the subject matter hereof;
      and
      (b) shall not be assigned by operation of law or otherwise.

    


    10.5
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without giving effect to the provisions thereof relating to
      conflicts of law. 

    


    10.6
       Parties
      in Interest.
      Nothing
      in this Agreement, express or implied, is intended to or shall confer upon
      any
      other person any rights, benefit, or remedies of any nature whatsoever or by
      reason of this Agreement.

    


    10.7
       Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original but all of which shall constitute one and the same
      agreement.[include a facsimiles provision]

     

    10.8
       Validity.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect.

    


    10.9
       Jurisdiction
      and Venue.
      Each
      Party hereto hereby agrees that any proceeding relating to this Agreement and
      the Transaction shall be brought in the United States District Court in Florida.
      Each party hereto hereby consents to personal jurisdiction in any such action
      brought in such court, consents to service of process by registered mail made
      upon such party and such party’s agent and waives any objection to venue in any
      such court or to any claim that such court is an inconvenient form.

    


    10.10
       Investigation.
      The
      respective representations and warranties of each Company contained herein
      or in
      the certificates or other documents delivered prior to the Closing shall not
      be
      deemed waived or otherwise affected by any investigation made by any party
      hereto.

    


    10.11
       Consents.
      For
      purposes of any provision of this Agreement requiring, permitting, or providing
      for the consent of any or Company, the written consent of the Chief Executive
      Officer or President of a Company shall be sufficient to constitute such
      consent.

     

     

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      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each Company has caused this Agreement to be executed on its
      behalf by its officers thereunto duly authorized, all as of the date first
      above
      written.

    


    SECOND
      COLONIAL MINING AND ENGINEERING, INC. 

    


    


    By:______________________

    Name: 
      Sandy
      Winick

    Title: Chief
      Executive Officer 

    


    


    JTT
      HOMELAND INTEGRATED SECURITY SYSTEMS

    


    


    By:
      ______________________

    Name:
      James T. Bullock

    


    


    


    JTT
      HOMELAND INTEGRATED SECURITY SYSTEMS OWNERS

    


    ______________________________

    James
      T.
      Bullock

    


    ______________________________

    Peggy
      A.
      Bullock

    


    ______________________________

    Frank
      M.
      Moody

    


    ______________________________

    Jana
      Moody

     

     

    
      
        
        

      

      
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    Exhibit
      “A”

    


    


    


    Description
      of Property and Assets of JTT

     

     

     

     

    
      
        
        

      

      
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