Exhibit 10.2


     

    Exhibit
      10.2

     

    

      SHARE
        ACQUISITION AGREEMENT

      


      THIS
        ACQUISITION AGREEMENT (If Agreement") is made as of 12/16, 2004, by Homeland
        Integrated Security Systems, Inc. ("HISS"), a Florida corporation (the
        "Purchaser" or "HISS"), and BBI Computer Solutions, 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. Two Hundred Million (200,000,000)
        restricted shares of common capital stock.

      


      (b).
        Company shall be acquired on a share exchange designed to be a tax free exchange
        under the rules 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.

      


      (d)
        Two
        designees of Company shall be elected to the Board of Directors of
        HISS.

      


      (e)
        HISS
        shall agree to indemnify and hold the Selling shareholders harmless from
        any and
        all liabilities existing on the balance sheet of Company at the time of the
        purchase, not to exceed one million dollars.

      


      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.

       

      
        
           

        

        
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      (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 true 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.

      


      (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 a1ready 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.

       

      
        
           

        

        
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      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 I Billion
        Shares
        authorized of which 700 million are issued and outstanding. Purchaser has
        no
        preferred shares authorized, issued or outstanding.

      


      (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 to 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.

      


      (f).
        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 ct") 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 t e Company which it deems necessary
        or
        relevant to an investment in e 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.

       

      
        
           

        

        
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      6.
        CLOSING DATE. The Closing Date shall take place on December 31, 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 e 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's
        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.

      


      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 Comp y and all documents of title relating to the Company's
        assets (monies already in the possession of the Purchaser) as are reasonably
        required by the Purchaser.

      


      8.
        CONFIDENTIAL INFORMATION: DELIVERY

      


      (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 , e 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 Ito 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 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.
        EQIUTABLE RELIEF. The Purchaser and the Company agree that money damages
        would
        not be a sufficient remedy for any breach of y provision set forth herein,
        and
        that, in addition to all other remedies which any! arty 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 10perate 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.

       

      
        
           

        

        
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      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; ) enter into any contracts,
        agreements, arrangements, etc., other than in e ordinary course of business,
        or
        (2) declare or make any distribution of y kind to the shareholders, if any,
        of
        the Company without first obtaining the written consent. of the
        Purchaser.

      


      (b).
        Between the date hereof and the Closing Date, the chaser shall conduct its
        business in the same manner in which it has heretofore been conducted, and
        the
        Purchaser will not; (1) enter into y 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 t at they are aware that the
        Company Representatives who have been applied 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 s 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 y release to the press
        or
        other public disclosure with respect to either e 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 an conditions of this Section,
        the
        Purchaser and the Company hereby agrees for a period of two (2) years to
        indemnify, defend and hold each other harmless from an against all demands,
        claims, actions or causes of action, assessments, 1088s, 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
        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 herby agree
        to
        indemnify, defend and hold each other harmless from and against 1 demands,
        claims, actions or causes of action, assessments, losses, damages, liabilities,
        costs and expenses, including without limitation, interest, penalties, co
        costs
        and reasonable attorneys' fees (including paralegal and law clerk fees an
        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 e
        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 e
        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) ha e 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 e defense of such Claim at any time prior to settlement compromise
        or
        final determination thereof.

      


      (3)
        Anything in this Section to the contrary notwithstanding is a reasonable
        probability that a Claim may materially 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
        f 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 0 costs an 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 d signed b 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 an time to insist upon strict performance of any condition, promise,
        agreement or understanding set forth and shall not be construed as 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 1 schedule 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 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 du 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.
        I

      


      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 accordance 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 entitle 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:

      


      BBI
        Computer Solutions, Inc,

      


      Attn:
        Brian 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, an 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 delivered by each party hereto
        as
        of the date first above written.

      


      THE
        PURCHASER:

      Homeland
        Integrated Security Systems, Inc.

      


      By:  
         /s/
        Frank Moody   

              
Frank
        Moody

      Its:    President,
        Director and 

              
Chief
        Executive Officer

      


      THE
        COMPANY:

      BBI
        Computer Solutions, Inc.

      


      By:   
        /s/
        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

      


      


      
        
           

        

        
          9