ASSET
PURCHASE AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT (the “Agreement”) is dated
March 3, 2009 by and among, Trebor Industries, Inc., a Florida corporation (the
“Buyer”) and
Robert M. Carmichael, an individual residing in the State of Florida (the “Seller”).

     

    WITNESSETH:

     

    WHEREAS,
the Seller owns the intellectual property itemized on Exhibit A;

     

    WHEREAS,
certain intellectual property itemized on Exhibit A is licensed by the Buyer
from the Seller in consideration of a royalty fee;

     

    WHEREAS,
Buyer believes that it would be in the best interests of the Buyer to acquire
all of the intellectual property itemized on Exhibit A, thereby  (i)
eliminating the royalty fees, (ii) providing the Buyer with an opportunity to
further develop the intellectual property, (iii) providing the Buyer with the
ability to incorporate the intellectual property into current and future
products, and (iv) providing the Buyer with the opportunity to license the
intellectual property to third parties; and

     

    WHEREAS,
the Buyer wishes to purchase or acquire from the Seller and the Seller wishes to
sell, assign and transfer to the Buyer, the intellectual property itemized on
Exhibit A, upon the terms and subject to the conditions hereinafter set
forth.

     

    NOW,
THEREFORE, in consideration of the mutual covenants, representations and
warranties made herein, and of the mutual benefits to be derived hereby, the
parties hereto agree as follows:

     

    DEFINITIONS

     

    The terms
defined below, whenever used in this Agreement (including the Exhibits and
Schedules attached hereto), shall have the respective meanings indicated below
for all purposes of this Agreement.  All references herein to a
Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or
Schedule of or to this Agreement, unless otherwise indicated.

     

    Affiliate:  of
a Person shall mean a Person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
first Person.  “Control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management policies of a
person, whether through the ownership of voting securities, by contract or
credit arrangement, or otherwise.

     

    Applicable
Law:  shall mean all applicable provisions of all
constitutions, treaties, statutes, laws (including the common law), rules,
regulations, ordinances, codes or orders of any governmental
authority.

     

    Assets:  shall
have the meaning provided in Section 1.1.

     

    Buyer: shall mean
Trebor Industries, Inc., a Florida corporation, and any of its successors and
assigns.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Closing:  shall
have the meaning provided in Section 2.1.

     

    Closing
Date:  shall have the meaning provided in Section
2.1.

     

    Code:  shall
mean the Internal Revenue Code of 1986, as amended.

     

    Collateral
Documents:  shall mean the Intellectual Property Assignments
and Stock Option Agreement.

     

    Confidential
Information:  shall mean any information (in any form
whatsoever) concerning the Assets that is not already generally available to the
public.

     

    Consent:  shall
mean any consent, approval, authorization, waiver, permit, grant, franchise,
concession, agreement, license, exemption or order of registration, certificate,
declaration or filing with, or report or notice to, any Person, including but
not limited to any Governmental Authority.

     

    Contract:  shall
mean all agreements and contracts related to the Assets, whether oral or
written.

     

    Intellectual Property
Assets:  shall have the meaning provided in Section
3.1.4(a).

     

    Intellectual Property
Assignments:  shall have the meaning provided in Section
4.

     

    IRS:  shall
mean the Internal Revenue Service.

     

    Lien:  shall
mean any mortgage, pledge, hypothecation, right of others, claim, security
interest, encumbrance, lease, sublease, license, occupancy agreement, adverse
claim or interest, easement, covenant, encroachment, burden, title defect, title
retention agreement, voting, trust agreement, interest, equity, option, lien,
right of first refusal, charge or other restrictions or limitations of any
nature whatsoever, including but not limited to such as may arise under any
Contracts.

     

    Person:  shall
mean any natural person, firm, partnership, association, corporation, company,
limited liability company, trust, business trust, Governmental Authority or
other entity.

     

    Seller:  shall
mean Robert M. Carmichael.

     

    Stock Option
Agreement:  shall have the meaning provided in Section
2.2.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I

     

    SALE
AND PURCHASE OF THE ASSETS


    1.1         
Assets.  Subject
to the terms, conditions and qualifications set forth herein and for the
consideration set forth in Article II hereof, Seller agrees to convey, transfer,
assign and deliver to the Buyer at the Closing all of Seller’s right, title and
interest in and to the Seller’s intellectual property described on Exhibit A
herein (including, without limitation, all goodwill associated with Seller’s
permits, claims, work in process), the Intellectual Property Assets, the
Confidential Information, any and all rights of the Sellers under Contracts
entered into by Seller relating to the Assets (the foregoing items are
collectively referred to herein as the “Assets”). The Assets
transferred pursuant to this Agreement shall be sold and conveyed to the Buyer
free and clear of all Liens of any nature or description.  The Assets
are described as follows:  (i)  Drop Weight Dive Belt, U.S.
Patent No. 5,746,542, issued May 5, 1998; (ii) Drop Weight Dive Belt, U.S.
Patent No. 6,132,142, issued October 17, 2000; (iii) Drop Weight Dive Belt, U.S.
Patent No. 6,712,557, issued March 30, 2004; (iv) Buoyancy Compensator, Utility
Backpack, Transport Harness or Like Garment with Adjustable One Size Component
for Use by a Wide Range of Individuals; U.S. Patent No. 6,881,011, issued April
19, 2005; (v) Buoyancy Compensator, Utility Backpack, Transport Harness or Like
Garment with Adjustable One Size Component for Use by a Wide Range of
Individuals, U.S. Patent No. 7,465,125 issued December 16, 2008; and (vi) Dive
Belt, U.S. Patent Application Serial No. 12/334,689, filed December 15,
2008.

     

    ARTICLE
II

     

    THE
CLOSING

     

    2.1          
Date.  The
closing of the sale and purchase of the Assets (the “Closing”) shall take
place on March 3, 2009 or on such date as all the parties hereto may agree in
writing (the “Closing
Date”).

     

    2.2         
Consideration.  In
consideration of the sale, assignment, conveyance and delivery by the Seller of
the Assets to Buyer pursuant to the terms and conditions of this Agreement on
the Closing Date, the Buyer shall issue to the Seller an option (the “Option”)
to purchase up to 315,000 shares of Common Stock of the Buyer, exercisable at
$1.00 per share for a period of 10 years from the Closing Date.  The
Option shall be evidenced by the Stock Option Agreement (the “Stock Option
Agreement”) dated even herewith.

     

    2.3         
Allocation of Purchase
Price.  The consideration referenced in Section 2.2, above (and
any and all other capitalized costs), shall be allocated among the Assets in
accordance with an allocation schedule to be prepared by the Buyer in accordance
with the Code, which allocation shall be binding upon the Buyer and the
Seller.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES

     

    3.1           Representations and
Warranties of the Seller.  Seller represents, warrants and
covenants to the Buyer as follows:

     

    3.1.1      Authorization,
etc.  The Seller has the power and authority to execute and
deliver this Agreement and each of the Collateral Documents to which it is a
party, to perform fully its obligations hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby.  The
execution and delivery by the Seller of this Agreement and the Collateral
Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all requisite
legal actions.  The Seller has duly executed and delivered this
Agreement and each of the Collateral Documents to which it is a
party.  This Agreement is a legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms, except that
(a) such enforcement may be subject to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter in effect
relating to creditors’ rights and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the exercise of judicial discretion by the court before which
any proceeding therefore may be brought.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    3.1.2         No Conflicts,
etc.  The execution, delivery and performance by the Seller of
this Agreement and each of the Collateral Documents to which it is a party, and
the consummation of the transactions contemplated hereby and thereby, do not and
will not conflict with or result in a violation of or a default under (with or
without the giving of notice or the lapse of time or both) (i) any Applicable
Law applicable to the Seller, or the Assets, (ii) the legal authority of the
Seller, or (iii) any Contract or other contract, agreement or other instrument
to which the Seller or any Affiliate thereof is a party or by which the Seller
may be bound or affected.

     

    3.1.3         Assets.  The
Seller has good title to all the Assets free and clear of any and all
Liens.

     

    3.1.4         Intellectual
Property.

     

    (a)           Title.  Exhibit
A contains a correct list of all intellectual property that is owned by the
Seller and used in, held for use in connection with, or necessary for the
conduct of, or otherwise material to the Seller’s conveyance of the intellectual
property contemplated by this Agreement (the “Intellectual Property
Assets”).  The Seller is the sole owner all of the Intellectual
Property Assets, free from any Liens and free from any requirement of any past,
present or future royalty payments, license fees, charges or other payments, or
conditions or restrictions whatsoever.

     

    (b)           Transfer.  Immediately
after the Closing, the Buyer will own or otherwise have the right to use all the
Intellectual Property Assets, free from any Liens.

     

    3.1.5          Investment.

     

    (a)           Seller
is an Accredited Investor as that term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the "Act").

     

    (b)           Seller
acknowledges that the Option and the shares of Common Stock underlying the
Option are being acquired solely for the account of Seller and not with a view
to, or for resale in connection with, any distribution in any jurisdiction where
such sale or distribution would be precluded.  The Seller does not
intend to dispose of all or any part of the Option and the shares of Common
Stock underlying the Option except in compliance with the provisions of the Act
and applicable state securities laws, and understands that the Option and the
shares of Common Stock underlying the Option are being offered pursuant to a
specific exemption under the provisions of the Act, which exemption(s) depends,
among other things, upon the compliance with the provisions of the
Act.

     

    3.2          
Representations and
Warranties of the Buyer.  The Buyer represents and warrants to
the Seller as follows:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    3.2.1       Authorization,
etc.  The Buyer has the power and authority to execute and
deliver this Agreement and each of the Collateral Documents to which it is a
party, to perform fully its obligations hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby.  The
execution and delivery by the Buyer of this Agreement and the Collateral
Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all requisite
action of the Buyer.  The Buyer has duly executed and delivered this
Agreement and each of the Collateral Documents to which it is a
party.  This Agreement is a legal, valid and binding obligation of the
Buyer, enforceable against it in accordance with its terms, except that (a) such
enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the exercise of judicial discretion by the court before which any proceeding
therefore may be brought.

     

    3.2.2       Organization.  The
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation with full power and
authority to carry on its business and to own or lease and to operate its
properties as and in the places where such business is conducted and such
properties are owned, leased or operated.

     

    3.2.3       No Conflicts,
etc.  The execution, delivery and performance by the Buyer of
this Agreement and each of the Collateral Documents to which it is a party, and
the consummation of the transactions contemplated hereby and thereby, do not and
will not conflict with or result in a violation of or a default under (with or
without the giving of notice or the lapse of time or both) (i) any Applicable
Law applicable to the Buyer, or (ii) the certificate of incorporation or bylaws
of the Buyer.

     

    3.2.4       Issuance of the
Option.  The Option is duly authorized and, when issued in
accordance with this Agreement, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens.

     

    ARTICLE
IV

     

    OBLIGATIONS
OF SELLER AT CLOSING

     

    At or
prior to the Closing, Seller will deliver to the Buyer all documents,
certificates and agreements necessary to transfer to the Buyer good and
marketable title to the Assets, free and clear of any and all Liens thereon,
including without limitation, assignments with respect to the Intellectual
Property Assets (the “Intellectual Property
Assignments”).

     

    ARTICLE
V

     

    OBLIGATIONS
OF BUYER AT CLOSING

     

    At the
Closing, the Buyer will deliver to the Seller the consideration provided under
Section 2.2 and copies of the corporate resolutions necessary to authorize the
execution, delivery and performance of this Agreement and the applicable
Collateral Documents by the Buyer.

     

    ARTICLE
VI

     

    MISCELLANEOUS

     

    6.1         
Expenses.  Subject
to the terms and provisions of this Agreement, the Seller, on the one hand, and
the Buyer, on the other hand, shall bear their respective expenses, costs and
fees (including attorneys’ and accountants’ fees) in connection with the
preparation, execution and delivery of this Agreement and compliance
herewith.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    6.2       
 Severability.  If
any provision of this Agreement, including any phrase, sentence, clause, Section
or subsection is inoperative or unenforceable for any reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever.

     

    6.3         
Notices.  All
notices, requests, demands, waivers and other communication required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given if (a) delivered
personally, (b)
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, or (c) sent by reputable,
nationally recognized next-day or overnight mail or delivery or (d) sent by telecopy
or telegram.

     

    
      
        	
                (i)

              	
                if
      to the Seller to:

              	
                Robert
      M. Carmichael

              
	 
      	 
      	
                940
      N.W. 1st
      Street

              
	 
      	 
      	
                Fort
      Lauderdale, Florida  33301

              
	 
      	 
      	 
      
	
                (ii)

              	
                if
      to the Buyer to:

              	
                Trebor
      Industries, Inc.

              
	 
      	 
      	
                940
      N.W. 1st
      Street

              
	 
      	 
      	
                Fort
      Lauderdale,
Florida  33301

              


      

    

    


    or, in
each case, at such other address as may be specified in writing to the other
parties hereto.

     

    All such
notices, requests, demands, waivers and other communications shall be deemed to
have been received (w) if by personal
delivery on the date of such delivery, (x) if by certified or
registered mail, on the fifth (5th) day
after the mailing thereof, (y) if by next-day or
overnight mail or delivery, on the day delivered, (z) if by telecopy or
telegram, on the next day following the day on which such telecopy or telegram
was sent, provided that a copy is also sent by certified or registered
mail.

     

    6.4        
Entire
Agreement.  This Agreement (including the Exhibits and
Schedules hereto) the Collateral Documents (when executed and delivered)
constitute the entire agreement and supersede all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.

     

    6.5         
Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.

     

    6.6         
Governing Law,
etc.  This Agreement shall be governed in all respects,
including as to validity, under the laws of the State of Florida without giving
effect to the conflict of laws rules thereof.  The Buyer and the
Seller hereby irrevocably submit to the jurisdiction of the courts of the State
of Florida and the Federal courts of the United States of America located in the
State of Florida, solely in respect of the interpretation and enforcement of the
provisions of this Agreement and of the documents referred to in this Agreement,
and hereby waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement hereof or of any such document,
that is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in said courts or that the venue thereof may not
be appropriate or that this Agreement or any of such document may not be
enforced in or by said courts, and the parties hereto irrevocably agree that all
claims with respect to such action or proceeding shall be heard and determined
in such court in Broward County, Florida.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    6.7        
Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and there respective successors and permitted
assigns.

     

    6.8         
Assignment.  This
Agreement shall be freely assignable or transferable by the Buyer to, and shall
inure to the benefit of, and be binding upon any other corporate entity that
shall succeed to the business presently being operated by the
Buyer.  This Agreement shall not be assignable by the Seller without
the prior written consent of the Buyer.

     

    6.9        
Amendment; Waivers,
etc.  No amendment, modification or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought.

     

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

     

    
      
        	
                BUYER:

              
	 
      
	
                TREBOR
      INDUSTRIES, INC. a Florida

                corporation

              
	 
      
	
                By:

              	
                /s/Robert M. Carmichael

              
	
                Name:  
      Robert M. Carmichael

              
	
                Title:   
      President

              
	 
      	 
      
	
                SELLER:

              
	 
      	 
      
	
                /s/Robert M. Carmichael

              
	
                Robert
      M. Carmichael

              


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    EXHIBIT
A

    SCHEDULE
3.1.14

    INTELLECTUAL PROPERTY
ASSETS

    


    Patent
Properties

    


    United
States Patents:

    


    
      
        	
                Patent No.

              	 
      	
                Title

              	 
      	
                Issuance Date

              
	 
      	 
      	 
      	 
      	 
      
	
                5,746,542

              	 
      	
                DROP
      WEIGHT DIVE BELT

              	 
      	
                May
      5, 1998

              
	
                6,132,143

              	 
      	
                DROP
      WEIGHT DIVE BELT

              	 
      	
                October
      17, 2000

              
	
                6,712,557

              	 
      	
                DROP
      WEIGHT DIVE BELT

              	 
      	
                March
      30, 2004

              
	
                6,881,011

              	 
      	
                BUOYANCY
      COMPENSATOR, UTILITY BACKPACK, TRANSPORT HARNESS OR LIKE GARMENT WITH
      ADJUSTABLE ONE SIZE COMPONENT FOR USE BY A WIDE RANGE OF
      INDIVIDUALS

              	 
      	
                April
      19, 2005

              
	
                7,465,125

              	 
      	
                BUOYANCY
      COMPENSATOR, UTILITY BACKPACK, TRANSPORT HARNESS OR LIKE GARMENT WITH
      ADJUSTABLE ONE SIZE COMPONENT FOR USE BY A WIDE RANGE OF
      INDIVIDUALS

              	 
      	
                December
      16, 2008

              


      

    

    


    United
States Patent Applications:

    


    
      
        	
                Serial No.

              	 
      	
                Title

              	 
      	
                Filing Date

              
	 
      	 
      	 
      	 
      	 
      
	
                12/334,689

              	 
      	
                DIVE
      BELT

              	 
      	
                December
      18, 2008

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    INTELLECTUAL PROPERTY
ASSIGNMENTS

    


    ASSIGNMENT

     

    
      
        	INVENTOR/ASSIGNOR 	ROBERT
      M. CARMICHAEL
	
                Address:

              	
                940
      N.W. Fist Street

              
	 
      	
                Fort
      Lauderdale, Florida 33313

              
	 
      	 
      
	
                ASSIGNEE:

              	
                TREBOR
      INDUSTRIES, INC.

              
	
                Address:

              	
                A
      Florida Corporation

              
	 
      	
                940
      N.W. First Street

              
	 
      	
                Fort
      Lauderdale, Florida 33311

              


      

    

     

    
      	
            	
              1.

            	
              DROP
      WEIGHT DIVE BELT

              U.S.
      Patent No. 5,746,542

              Issued:
      May 5, 1998

            


    

     

    
      	
            	
              2.

            	
              DROP
      WEIGHT DIVE BELT

              U.S.
      Patent No. 6,132,142

              Issued:
      October 17, 2000

            


    

     

    
      	
            	
              3.

            	
              DROP
      WEIGHT DIVE BELT

              U.S.
      Patent No. 6,712,557

              Issued:
      March 30, 2004

            


    

     

    
      	
            	
              4.

            	
              BUOYANCY
      COMPENSATOR, UTILITY BACKPACK, TRANSPORT HARNESS OR LIKE GARMENT WITH
      ADJUSTABLE ONE SIZE COMPONENT FOR USE BY A WIDE RANGE OF
      INDIVIDUALS

            


    

     
U.S. Parent No. 6,881,011

     
Issued: April 19, 2005

     

    
      	
            	
              5.

            	
              BUOYANCY
      COMPENSATOR, UTILITY BACKPACK, TRANSPORT HARNESS OR LIKE GARMENT WITH
      ADJUSTABLE ONE SIZE
      COMPONENT FOR USE BY A WIDE RANGE OF
  INDIVIDUALS

            


    

     
U.S. Patent No. 7,465,125

     
Issued: December 16, 2008

     

    
      	
            	
              6.

            	
              DIVE
      BELT

            


    

     
U.S. Patent Application Serial No. 12/334,689

     
Filed: December 15, 2008

     

    The
Assigner is the owner of the above-referenced inventions and owner of the
above-referenced United States Patents and pending Patent Application, and the
Assignee is desirous of acquiring the same. In consideration of
Ten Dollars ($10.00) and other good and valuable consideration, the receipt of
which is hereby acknowledged, the Assignor hereby assigns to the Assignee,
including its successors, assigns, heirs, administrators, all of the Assignor's
right, title and interest in and to the inventions, issued patents and the
pending patent application therefor identified herein, and to any future continuation,
divisional, continuation-in-part or any other application which claims the
benefit of and priority to any of the above-identified patents or pending patent
application, including the right to sue for damages for all past infringement
occurring prior to the execution dale of this Assignment, and to any and all patents which
may evolve therefrom;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    The
Assignor also assigns all of his right, title and interest in and to said
inventions in all foreign countries, and all applications for Letters Patent in
foreign countries on said inventions and any Letters Patent which may evolve
therefrom, including the right to claim International Convention priority,
and

     

    The
Assignor agrees to execute any paws or perform any acts required to establish,
vest or protect the
Assignee's rights therein or required by Assignee to obtain any future patents,
without any additional payment therefor, but without any expense to
Assignor.

     

    Data of this document:  9-Feb-2009

    


    
      
        	
                INVENTOR/ASSIGNOR:

              
	 
      
	
                /s/ Robert M. Carmichael

              
	
                ROBERT
      M. CARMICHAEL

              


      

    


    
      
         


      

      
        3