Exhibit 10.3


    Exhibit
      10.3

     

    SHARE
      ACQUISITION AGREEMENT

    


    THIS
      ACQUISITION AGREEMENT ("Agreement") is made as of December 15, 2004, by Homeland
      Integrated Security Systems, Inc. (“HISS”), a Florida corporation (the
      "Purchaser" or "HISS"), and C 2, Inc.. a North Carolina corporation (the
      "Company "), with respect to the following:

    


    RECITALS

    


    WHEREAS,
      the Purchaser wishes to acquire all of the issued and outstanding shares of
      the
      Company and the Company wishes to sell all of its issued and outstanding shares
      to the Purchaser on the terms and conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the premises herein contained, the mutual
      covenants hereinafter set forth, and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      covenant and agree as follows;

    


    TERMS

    


    1.
      PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth,
      at
      the time of the closing referred to in Section 2 hereof (hereinafter called
      the
      "Closing Date"), the Purchaser shall purchase Company and the Company
      shareholders shall sell to the Purchaser all of the outstanding shares the
      Company for the consideration set forth in Section 2 thereof.

    


    2.
      PURCHASE CONSIDERATION.

    


    (a).
      Purchaser shall issue to Company's principals, Fifty Million (50,000,000)
      restricted shares of common capital stock.

    


    (b).
      Company shall be acquired on a share exchange designed to be a tax free exchange
      under the roles and regulations of the Internal Revenue Service.

    


    (c).
      Company shall, upon conclusion of the purchase, become a wholly owned subsidiary
      of Homeland Integrated Security Systems, Inc. 

    


    3.
      REPRESENTATIONS AND WARRANTIES BY THE COMPANY.

    The
      Company represents, warrants and covenants to the Purchaser, all of which
      representation and warranties shall be true at the time of the Closing Date
      and
      shall survive the Closing Date for a period of two (2) years thereafter,
      that:

    


    (a).
      The
      Company is duly organized, validly existing and in good standing under the
      laws
      of North Carolina.

    


    (b).
      The
      Company's principal activities consist of the development, sale and integration
      of telephony devices, systems, and projects, including commercial and consumer
      applications.

    


    (c).
      The
      financial information, consisting of un-audited financial statements of the
      Company for the year ended December 31, 2003 and for the period from January
      1
      to October 30, 2004, attached hereto as Exhibits 1 and 2 prepared by the
      Company, constitute tree and correct statements of all material facts, as of
      such date, of the financial condition of the Company and of its assets,
      liabilities and income, and from such date and until the Closing Date, no
      dividends or distributions of capital, surplus, or profits has been paid or
      declared by the Company (in redemption of its outstanding shares or otherwise),
      other than those disclosed in writing to the Purchaser. There are no contingent
      liabilities not reflected in the audited financial statements. The un-audited
      financial statements of the Company have been prepared in accordance with
      accounting principles generally accepted in the United States.

     

    
      
         

      

      
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    (d).
      Since October 30,2004, the Company has not experienced any material adverse
      changes with respect to their business condition (financial or otherwise),
      results of operations, assets, contracts, liabilities or property.

    


    (e).
      The
      Company has complied, in all material respects, with the terms and provisions
      of
      all agreements to which they are a party and all laws, rules, regulations and
      orders to which they or their assets are subject, except as disclosed on Ex.
      3(e) attached hereto.

    


    (f).
      The
      Company has not violated any law, rule, regulation or order, and is not involved
      in any pending or threatened litigation, which would materially adversely affect
      its financial condition as shown in its financial information referenced in
      Section 3(c) above, which have not been provided for or referred to in such
      financial information or otherwise disclosed to the Purchaser except as
      disclosed on Ex. 3(f) hereto. 

    


    (g).
      The
      Company has all of the necessary corporate power and authority to execute,
      deliver and perform this Agreement.

    


    (h).
      The
      execution, delivery and performance of this Agreement have been duly authorized
      by the Company. This Agreement constitutes a valid binding obligation of the
      Company enforceable in accordance with its terms, except as the enforceability
      thereof may be limited by applicable bankruptcy, insolvency or similar laws
      affecting creditors' rights and by general principles of equity. The execution,
      delivery and performance by the Company of this Agreement and the consummation
      of the other transactions contemplated by this Agreement to be performed by
      the
      Company do not and will not require the authorization, consent, permit or
      approval of, or declaration to or filing with, any court, regulatory or public
      body or governmental authority or other third party not already obtained or
      made, or result in the creation of any lien, security interest, charge or
      encumbrance upon the capital stock, if any, or assets of the
      Company.

    


    (i).
      Neither the execution or delivery of this Agreement, nor the performance,
      observance or compliance with the terms and provisions of this Agreement, will
      violate any provision of law, any order of any court or other governmental
      agency, the Articles of Incorporation or By-laws of the Company or any
      indenture, agreement or other instrument to which the Company is a party, or
      which the Company is bound or by which any of its property is
      bound.

    


    (j).
      The
      Company shall not, from the date hereof through the Closing Date, engage in
      any
      transaction other than transactions in the normal course of the operation of
      its
      business, except as specifically authorized by the Purchaser in
      writing.

    


    5.
      REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents,
      warrants and covenants to the Company, all of which representations and
      warranties shall be true at the time of the Closing Date and shall survive
      the
      Closing Date for a period of two (2) years therefrom, that;

    


    (a).
      It
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Florida and has the corporate power to own its properties
      and carry on its business as now being conducted. Purchaser has 1 Billion Shares
      authorized of which 700 million are issued and outstanding. Purchaser has no
      preferred shares authorized, issued or outstanding.

     

    
      
         

      

      
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    (b).
      The
      Purchaser has all of the necessary corporate power and authority to execute,
      deliver and perform this Agreement and to issue and deliver the HISS Common
      Stock and any other shares of the Purchaser's common stock required to be
      delivered hereunder.

    


    (c).The
      execution, delivery and performance of this Agreement have been duly authorized
      by HISS. This Agreement constitutes a valid binding obligation of HISS
      enforceable in accordance with its terms, except as the enforceability thereof
      may be limited by applicable bankruptcy, insolvency or similar laws affecting
      creditors' rights and by general principles of equity. The execution, delivery
      and performance by the Purchaser of this Agreement, the consummation of the
      Exchange, the issuance and delivery of HISS's Common Stock to the Company,
      and
      the consummation of the other transactions contemplated by this Agreement to
      be
      performed by the Purchaser do not and will not require the authorization,
      consent, permit or approval of. or declaration to or filing with, any court,
      regulatory or public body or governmental authority or other third party not
      already obtained or made, or result in the creation of any lien, security
      interest, charge or encumbrance upon the capital stock or assets of
      HISS.

    


    (d).
      The
      Purchaser has complied, in all material respects, with the term and provisions
      of all agreements to which it is a party and all laws, rules.

    regulations
      and orders or to which it or its assets are subject.

    


    (e).
      Neither the execution or delivery of this Agreement, nor the issuance of HISS'
      Common Stock or other shares to be issued hereunder, nor the performance,
      observance or compliance with the terms and provisions of this Agreement, will
      violate any provision of law, any order of any court or other governmental
      agency, the Articles of Incorporation or By-laws of HISS or any indenture,
      agreement or other instrument to which HISS is a party, or which the Purchaser
      is bound or by which any of its property is bound.

    


    (t).
      The
      Purchaser and its subsidiaries, if any, will comply with applicable foreign,
      federal and state laws, rules and regulations in all material respects,
      including, without limitation, the requirements of the Securities Exchange
      Act
      of 1934, as amended (the "Exchange Act") and the Securities Act with respect
      to
      its acquisition of the shares of BBI Computer Solutions, Inc..

    


    (g).
      The
      Purchaser has had access to and has thoroughly reviewed all documents and
      instruments, including but not limited to the Articles of Incorporation,
      By-Laws, Minutes and other documents associated with the Company, and have
      been
      able to obtain such information, and has had the opportunity to ask all
      questions of, and receive answers from the Company which it deems necessary
      or
      relevant to an investment in the Company Stock and has utilized such opportunity
      to the extent deemed necessary by the Purchaser to allow it to make a fully
      informed decision to purchase the Company as described herein.

    


    6.
      CLOSINO DATE. The Closing Date shall take place on December 15, 2004, or at
      such
      other time and place as the parties hereto shall mutually agree. Otherwise,
      this
      Agreement shall terminate on January 15, 2005.

    


    7.
      ACTIONS AT CLOSING. At closing) the Purchaser and the Company will each deliver,
      or cause to be delivered to the other, the securities or other relevant
      documents to, be exchanged in accordance with Section 1 and 2 of this Agreement.
      Each party shall pay any and all taxes required to be paid in connection with
      the issuance and delivery of its own securities. All share certificates shall
      be
      in the name of the party to which the same are deliverable except the HISS'
      shares, which will be accompanied by an instrument of transfer executed in
      favor
      of all of the selling shareholders of the Company listed and signing
      below.

     

    
      
         

      

      
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    In
      addition, the following shall occur at Closing:

    


    (a).
      The
      Company will deliver to the Purchaser:

    


    (1)
      all
      registration certificates, statutory books, minute books and common seal of
      the
      Company, all accounts books and all documents and papers in connection with
      the
      affairs of the Company and all documents of title relating to the Company's
      assets (unless already in the possession of the Purchaser) as are reasonably
      required by the Purchaser.

    


    8.
      CONFIDENTIAL INFORMATION: DELIVBRY

    


    (a).
      Delivery of Information. Until the earlier of the Closing Date or the
      termination of this Agreement (such date hereinafter the "Termination Date,
      pursuant to the terms of this Agreement:

    


    (1)
      The
      Company has provided and will provide the Purchaser and its officers, directors,
      employees, agents, counsel, accountants, financial advisors, consultants and
      other representatives (together "Purchaser Representatives”) with full access,
      upon reasonable prior notice. to all officers, employees and accountants of
      the
      Company and to its assets, properties. contracts, books. records and. all such
      other information and data concerning the business and operations of the Company
      as the Purchaser Representatives reasonably may request in connection with
      such
      investigation. but only to the extent that such access does not unreasonably
      interfere with the business and operations of the Company.

    


    (2)
      The
      Purchaser will provide the Company and the Company full access, upon reasonable
      prior notice, to all officers, employees and accountants of the Company and
      to
      its assets, properties, contracts, books, records and all such other information
      and data concerning the business and operations of the Purchaser as the
      reasonably may request in connection with such investigation.

    


    9.
      EQUITABLE RELIEF. The Purchaser and the Company agree that money damages would
      not be a sufficient remedy for any breach of any provision set forth herein,
      and
      that, in addition to all other remedies which any party hereto may have, each
      party will be entitled to specific performance and injunctive or other equitable
      relief as a remedy for any such breach. No failure or delay by any party hereto
      in exercising any right, power or privilege hereunder will operate as a waiver
      thereof, nor will any single or partial exercise thereof preclude any other
      or
      further exercise thereof or the exercise of any right, power or privilege
      hereunder.

    


    10.
      CONDUCT AND BUSINESS.

    


    (a).
      Between the date hereof and the Closing Date. the Company shall conduct its
      business in the same manner in which it has heretofore been conducted, and
      the
      Purchaser will not permit the Company to; (1) enter into any contracts,
      agreements, arrangements) etc. ~ other than in the ordinary course of business,
      or (2) declare or make any distribution of my kind to the shareholders, if
      any,
      of the Company without first obtaining the written consent of the
      Purchaser.

     

    
      
         

      

      
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    (b).
      Between the date hereof and the Closing Date, the Purchaser shall conduct its
      business in the same manner in which it has heretofore been conducted, and
      the
      Purchaser will not; (1) enter into any contracts, agreements, arrangements,
      etc., other than in the ordinary course of business, or (2) declare or make
      any
      distribution of any kind to the shareholders of the Purchaser without first
      obtaining the written consent of the Company.

    


    11.
      NO
      PUBLIC DISCLOSURE.

    


    (a).
      The
      Company and the Purchaser hereby acknowledge that they are aware that the
      Company Representatives who have been apprised of this Agreement and the
      Company's consideration of the transactions contemplated herein have been,
      or
      upon becoming so apprised will be advised of the restrictions imposed by federal
      and state securities laws on a person possessing material "non-public”
information about a company with a class of securities registered under the
      Exchange Act. In this regard, the Purchaser agrees that while it is in
      possession of material non-public information with respect to the Purchaser
      and
      its subsidiaries, if any, the Purchaser will not purchase or sell any securities
      of the Purchaser, or communicate such information to any third party, in
      violation of any such laws.

    


    (b).
      Without the prior written consent of the other, neither the Purchaser or the
      Company, on the one hand, nor the Purchaser, on the other, will, and will each
      cause their respective representatives not to, make any release to the press
      or
      other public disclosure with respect to either the fact that discussions or
      negotiations are taking place concerning the transactions contemplated herein,
      the existence or contents of this Agreement or any prior correspondence relating
      to this transaction, except for such public disclosure as may be necessary,
      in
      the written opinion of outside counsel (reasonably satisfactory to the other
      party) for the party proposing to make the disclosure not to be in violation
      of
      or default under any applicable law, regulation or governmental order. If either
      party proposes to make any disclosure based upon such an opinion, that party
      will deliver a copy of such opinion to the other party, together with the text
      of the proposed disclosure, as far in advance of its disclosure as is
      practicable, and will in good faith consult with and consider the suggestions
      of
      the other party concerning the nature and scope of the information it proposes
      to disclose.

    


    12.
      AGREEMENT TO INDEMNIFY. Subject to the terms and conditions of this Section,
      the
      Purchaser and the Company hereby agrees for a period of two (2) years to
      indemnity. defend and hold each other harmless from and against all demands,
      claims, actions or causes of action, assessments, losses, damages, liabilities,
      costs and expenses, including without limitation, interest, penalties, court
      costs and reasonable attorney fees (including paralegal and law clerk fees
      and
      other legal expenses and costs) and expenses, asserted against, relating to,
      imposed upon or incurred by the Company or the Purchaser by reason of or
      resulting from a breach of (i) any representation or warranty given by the
      Purchaser or Company contained in or made pursuant to this Agreement, or (ii)
      any provision set forth in· this Agreement to be performed by the Purchaser or,
      Company or the Purchaser's or Company's Representatives. Subject to the terms
      and conditions of this Section, the Company and the Purchaser hereby agree
      to
      indemnify, defend and hold each other harmless from and against all demands,
      Claims,
      actions or causes of action, assessments, losses, damages, liabilities, costs
      and expenses, including without limitation, interest, penalties, court costs
      and
      reasonable attorneys' fees (including paralegal and law clerk fees and other
      legal expenses and costs) and expenses, asserted against, relating to, imposed
      upon or incurred by the Company or the Purchaser by reason of or resulting
      from
      a breach of (i) any representation or warranty given by the Company or the
      Purchaser contained in or made pursuant to this Agreement, or (ii) any provision
      set forth in this Agreement to be performed by the Purchaser, the Company or
      the
      Company Representatives.

     

    
      
         

      

      
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    All
      of
      the foregoing are hereinafter collectively referred to as "Claims" and
      singularly as a "Claim.”

    


    (a).
      Conditions of Indemnification. The obligations and liabilities of the Purchaser,
      the Company and the Purchaser, with respect to Claims resulting from the
      assertion of liability by third parties, shall be subject to the following
      terms
      and conditions:

    


    (1)
      The
      party hereto seeking indemnification (the "Indemnitee") will give the other
      party hereto (the "Indemnitor") notice of any such Claim reasonably promptly
      after the Indemnitee receives notice thereof, and the Indemnitor will undertake
      the defense thereof by representatives of its own choosing.

    


    (2)
      In
      the event that the Indemnitor, within ten (10} business days after notice of
      any
      such Claim, fails to defend such Claim, the Indemnitee will (upon giving written
      notice to the Indemnitor) have the right, but not the obligation, to undertake
      the defense, compromise or settlement of such Claim on behalf of and for the
      account and risk of the Indemnitor, subject to the right of the Indemnitor
      to
      assume the defense of such Claim at any time prior to settlement, compromise
      or
      final determination thereof.

    


    (3)
      Anything in this Section to the contrary notwithstanding, if there is a
      reasonable probability that a Claim may materially and adversely affect the
      Indemnitee other than as a result of money damages or other money payments§ the
      Indemnitee shall have the right to defend, compromise or settle such Claim,
      in
      good faith, on behalf of and for the account and risk of the Indemnitor.
      However. the Indemnitee shall not~ without the Indemnitor's written consent,
      settle or compromise any Claim or consent to entry of any judgment which does
      not include an unconditional release from all liability in respect of such
      Claim, other than liability specified in the settlement. from the claimant
      or
      plaintiff to the Indemnitor and the Indemnitee. To the greatest extent
      reasonably possible~ the parties shall attempt to obtain general releases from
      such plaintiff or claimant.

    


    13.
      COST
      AND EXPENSES. Each party hereto shall pay its own costs and expenses incident
      to
      the negotiation and preparation of this Agreement and to the consummation of
      the
      transaction contemplated herein.

    


    14.
      MISCELLANEOUS.

    


    A.
      Waiver: Strict Construction. No change or modification of this Agreement shall
      be valid unless the same is in writing and signed by all the parties hereto.
      No
      wavier of any provision of this Agreement shall be valid unless in writing
      and
      signed by the person against whom sought to be enforced. The failure of any
      party at any time to insist upon strict performance of any condition, promise,
      agreement or understanding set forth and shall not be construed as a waiver
      of
      relinquishment of the right to insist upon strict performance of the same
      condition, promise, agreement or understanding at a future time.

     

    
      
         

      

      
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    B.
      Entire
      Agreement. This Agreement, together with all schedules and exhibits. sets forth
      all of the promises, agreements, conditions, understandings, warranties and
      representations among the parties hereto, and there are no promises, agreements,
      conditions, understandings, warranties or representations, oral or written,
      express or implied, among them other than as set forth herein. This Agreement
      is, and is intended by the parties to be, an integration of any and all prior
      agreements or understandings, oral or written.

    


    C.
      Headings. The headings in this Agreement are inserted for

    


    D.
      Counterparts. This Agreement may be executed in two or more

    


    E.
      Construction. Unless the context clearly otherwise requires the use of the
      singular will include the plural and the use of the plural will include the
      singular, and the use of any gender will include the other two
      genders.

    


    F.
      Severability. If a covenant or provision provided in this Agreement is deemed
      to
      be contrary to law, that covenant or provision will be deemed separable from
      the
      remaining covenants and provisions of this Agreement, and will not affect the
      validity, interpretation, parties' intent, or effect of the other provisions
      of
      either this Agreement or any agreement executed pursuant to it or the
      application of that covenant or provision to other circumstances not contrary
      to
      law.

    


    G.
      Computation of Time. Whenever the last day for the exercise of any privilege
      or
      the discharge of any duty hereunder falls upon Saturday, Sunday, or any public
      or legal holiday, whether Florida or federal, the party having the privilege
      or
      duty will have until 5:00 p.m. Eastern Standard Time on the next succeeding
      regular business day to exercise the privilege or discharge the
      duty.

    


    H.
      Interpretation. No provision of this Agreement will be construed against or
      interpreted to the disadvantage of any party by any court or other governmental
      or judicial authority by reason of such party having or being deemed to have
      structured or dictated such provision.

    


    I.
      Governing Law. This Agreement and the obligations of the parties hereunder
      will
      be interpreted, construed, and enforced ,in accord6J1ce with the Laws of the
      State of Florida.

    


    J.
      Attorneys' Fees. In the event a lawsuit is brought by either party to enforce
      or
      interpret the terms hereof. or for any dispute arising out of this transaction,
      the party prevailing in any such lawsuit shall be entitled to recover from
      the
      non-prevailing party its costs and expenses thereof, including its legal fees
      in
      reasonable amount and prejudgment and post-judgment interest at the highest
      rate
      allowable under Florida law.

    


    K.
      Assignment. This Agreement shall not be assignable by either party without
      the
      prior written consent of the other.

    


    L.
      Notices. All notices, requests, instructions or other documents to be given
      hereunder shall be in writing and sent by registered mail:

     

    
      
         

      

      
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    If
      to the
      Purchaser, then:

    


    Homeland
      Integrated Security Systems, Inc.

    


    Attn:
      Frank Moody, President

    


    If
      to the
      Company, then:

    


    C
      2,
      Inc.

    


    Attn:
      Ian
      Riley, Chief Executive Officer

    


    M.
      Benefit and Burden. This Agreement shall inure to the benefit of, and shall
      be
      binding upon, the parties hereto and their legatees, distributes, estates,
      executors or administrators, successors and assigns. and personal and legal
      representatives.

    


    N.
      Facsimile Counterparts. Facsimile signatures may be relied upon as a signed
      original signatures.

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
      party hereto as of the date first above written.

    


    THE
      PURCHASER:

    Homeland
      Integrated Sec1irity Systems, Inc.

    


    By: /s/
      Frank Moody  

         
Frank
      Moody

    Its:
      President, Director and 

         
Chief
      Executive Officer

    


    THE
      COMPANY:

    C
      2,
      Inc.

    


    By: /s/
      Ian Riley

         
      Ian Riley  

    Its:
      President, Director and 

        
      Chief Executive Officer

    


    


    by: /s/
      Brian Riley   

        
Brian
      Riley, Selling Shareholder

    


    


    by: /s/
      Ian Riley   

    Ian
      Riley, Selling Shareholder

    


    


    
      
         

      

      
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    EXHIBIT
      1

    


    Un-Audited
      Financial Statements

     

     

    
 

    
      
         

      

      
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