ex101.htm


    


     

    ASSET
      PURCHASE AGREEMENT

     

    This
      Asset Purchase Agreement (the "Agreement") is entered into as of September
      28,
      2007, by and among ADVANCED VEHICLE SYSTEMS, LLC, a Florida Limited Liability
      Company, (hereinafter referred to as "AVS"), Barbara Wortley, individually,
      and
      LAW ENFORCEMENT ASSOCIATES CORPORATION, a Nevada corporation, (hereinafter
      referred to as "LEA");

     

    WHEREAS,
      Barbara Wortley currently controls AVS which is a company which
      manufactures and sells surveillance vans; and

     

    WHEREAS,
      AVS
      desires to sell, and LEA desires to buy certain assets of AVS;
      and

     

    WHEREAS,
      there is currently pending a lawsuit in the Circuit Court of
      Broward County, Florida, Circuit Court Case No. 05-013630 CAGE 04 (the "Case"),
      wherein AVS and Barbara Wortley, amongst other, are Plaintiffs amongst others
      and LEA is a Defendant; and

     

    WHEREAS,
      the parties are desirous of settling the Case.

     

    NOW
      THEREFORE, in consideration of the mutual agreements, representations and
      warranties in this Agreement, the parties agree as follows:

     

    
      	
              1.  

            	
              ASSETS
                PURCHASED. Subject to all other terms and conditions set forth herein,
                on
                the Closing Date, AVS shall sell, convey, transfer and assign to
                LEA and
                LEA shall purchase from AVS those certain limited assets of AVS,
                as set
                forth in Exhibit A attached hereto, which assets include all of AVS'
                designs, drawings and intellectual property rights. It is understood
                that
                the assets do not constitute more than 50% of the assets of AVS.
                In
                addition, LEA shall purchase certain usable inventory on hand of
                AVS. The
                term "usable inventory" shall be defined as those assets which may
                be
                immediately used by. LEA, are in good condition, not damaged and
                which are
                not obsolete.

            


    

     

    
      	
              2.  

            	
              PURCHASE
                PRICE. The purchase price for the Assets shall be: (1) 375,000 shares
                of
                LEA's restricted common stock which shall be issuable upon the closing;
                (2) AVS' cost of the usable inventory purchased; and (3) and the
                granting
                to Barbara Wortley of the put option described in Section 12
                below.

            


    

     

    
      	
              3.  
                

            	
              ISSUANCE
                OF ADDITIONAL SHARES. In addition, LEA shall issue Barbara Wortley
                25,000
                shares in consideration of Wortley causing the dismissal of the Suit,
                with
                prejudice.

            


    

     

    
      	
              4.  
                

            	
              AVS'
                REPRESENTATIONS AND WARRANTIES. AVS represents and warrants to LEA
                as follows:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              A.  

            	
              AVS
                holds good and marketable title to the Assets, free and clear of
                all
                restrictions, liens and
                encumbrances.

            


    

     

    
      	
              B.  

            	
              Neither
                Barbara Wortley nor any other person or entity has any interest in
                the
                assets being sold by AVS to LEA.

            


    

     

    
      	
              C.  

            	
              AVS
                has not employed any broker or finder in connection with the transactions
                contemplated by this Agreement, or taken action that would give rise
                to a
                valid claim against any party for a brokerage commission, finder's
                fee, or
                other like payment.

            


    

     

    
      	
              D.  

            	
              The
                execution and delivery of this Agreement by AVS and the consummation
                of
                the contemplated transactions, will not result in the creation or
                imposition of any valid lien, charge, or encumbrance on any of the
                Assets,
                and will not require the authorization, consent, or approval of any
                third
                party, including any governmental subdivision or regulatory
                agency.

            


    

     

    
      	
              E.  

            	
              AVS
                has no knowledge of any claim, litigation, proceeding, or investigation
                pending or threatened against AVS or its Assets that might result
                in any
                material adverse change in the business or condition of the Assets
                being
                conveyed under this Agreement.

            


    

     

    
      	
              F.  

            	
              None
                of the representations or warranties of AVS contain or will contain
                any
                untrue statement of a material fact or omit or will omit or misstate
                a
                material fact necessary in order to make statements in this Agreement
                not
                misleading. AVS knows of no fact that has resulted, or will result
                in a
                material change in the business, operations, or assets of
                AVS.

            


    

     

    
      	
              5.  
                

            	
              REPRESENTATIONS
                OF LEA. LEA represents and warrants as
                follows:

            


    

     

    
      	
              A.  

            	
              LEA
                is a corporation duly organized, validly existing, and in good standing
                under the laws of the State of Nevada. LEA has all requisite corporate
                power and authority to enter into this Agreement and perform its
                obligations hereunder.

            


    

     

    
      	
              B.  

            	
              The
                execution, delivery, and performance of this Agreement has been duly
                authorized and approved by the Board of Directors of LEA, and this
                Agreement constitutes a valid and binding Agreement of LEA in accordance
                with its terms.

            


    

     

    
      	
              C.  
                

            	
              LEA
                has not employed any broker or finder in connection with the transaction
                contemplated by this Agreement and has taken no action that would
                give
                rise to a valid claim against any party for a brokerage commission,
                finder's fee, or other like
                payment.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              D.  
                

            	
              None
                of the representations or warranties of LEA contain or will contain
                any
                untrue statement of a material fact or omit or will omit or misstate
                a
                material fact necessary in order to make the statements contained
                herein
                not misleading.

            


    

     

    
      	
              6.  
                

            	
              COVENANTS
                OF AVS. AVS agrees that between the date of this Agreement and the
                Closing Date, AVS will:

            


    

     

    
      	
              A.  

            	
              Continue
                to operate its business in the usual and ordinary course and in
                substantial conformity with all applicable laws, ordinances, regulations,
                rules, or orders, and will use its best efforts to preserve the continued
                operation of its business with its customers, suppliers, and others
                having
                business relations with AVS.

            


    

     

    
      	
              B.  

            	
              Not
                assign, sell, lease, or otherwise transfer or dispose of the Assets,
                whether now owned or hereafter acquired, except in the normal and
                ordinary
                course of business and in connection with its normal
                operation.

            


    

     

    
      	
              C.  

            	
              Maintain
                all of the Assets other than inventories in their present condition,
                reasonable wear and tear and ordinary usage
                excepted.

            


    

     

    
      	
              D.  

            	
              AVS
                will use its best efforts to effectuate the transactions contemplated
                by
                this Agreement and to fulfill all the conditions of the obligations
                of AVS
                under this Agreement, and will do all acts and things as may be required
                to carry out their respective obligations under this Agreement and
                to
                consummate and complete this
                Agreement.

            


    

     

    
      	
              7.  
                

            	
              COVENANTS
                OF LEA.

            


    

     

    
      	
              A.  

            	
              LEA
                will use its best efforts to effectuate the transactions contemplated
                by
                this Agreement and to fulfill all the conditions of LEA's obligations
                under this Agreement, and shall do all acts and things as may be
                required
                to carry out LEA's obligations and to consummate this
                Agreement.

            


    

     

    
      	
              B.  

            	
              If
                for any reason the sale of Assets is not closed, LEA will not disclose
                to
                third parties any confidential information received from AVS in the
                course
                of investigating, negotiating, and performing the transactions
                contemplated by this Agreement.

            


    

     

    
      	
              8.  
                

            	
              CONDITIONS
                PRECEDENT TO LEA'S OBLIGATIONS. The obligation of LEA to purchase
                the
                Assets is subject to the fulfillment, prior to or at the Closing
                Date, of
                each of the following conditions, any one or portion of which may
                be
                waived in writing by LEA:

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              A.  
                

            	
              All
                representations and warranties made in this Agreement by AVS shall
                be
                true,
                in all material respects, as of the Closing Date as fully as though
                such
                representations and warranties had been made on and as of the Closing
                Date, and, as of the Closing Date, AVS shall not have violated or
                shall
                have failed to perform in any material way, in accordance with any
                covenant contained in this
                Agreement.

            


    

     

    
      	
              B.  

            	
              There
                shall have been no material adverse change in the manner of operation
                of
                the AVS's business prior to the Closing
                Date.

            


    

     

    
      	
              C.  

            	
              At
                closing, AVS and Wortley shall cause the Case to be dismissed with
                prejudice.

            


    

     

    
      	
              D.  
                

            	
              At
                the Closing Date no suit, action, or other proceeding shall have
                been
                threatened or instituted to restrain, enjoin, or otherwise prevent
                the
                consummation of this Agreement or the contemplated
                transactions.

            


    

     

    
      	
              9.  

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF AVS. The obligations of AVS to Close
                this
                Agreement are subject to the fulfillment, prior to or at the Closing
                Date,
                of each of the following conditions, any one or a portion of which
                may be
                waived in writing by AVS:

            


    

     

    
      	
              A.  
                

            	
              All
                representations and warranties made in this Agreement by LEA shall
                be true
                as of the Closing Date as fully as though such representations and
                warranties had been made on and as of the Closing Date, and LEA shall
                not
                have violated or shall not have failed to perform in accordance with
                any
                covenant contained in this
                Agreement.

            


    

     

    
      	
              10.  

            	
              INDEMNIFICATION
                AND SURVIVAL. All representations and warranties made in this Agreement
                shall survive the Closing of this Agreement, except that any party
                to whom
                a representation or warranty has been made in this Agreement shall
                be
                deemed to have waived any misrepresentation or breach of representation
                or
                warranty of which such party had knowledge prior to Closing. Any
                party
                learning of a misrepresentation or breach of representation or warranty
                under this Agreement shall immediately give written notice thereof
                to all
                other parties to this Agreement. The representations and warranties
                in
                this Agreement shall terminate two years from the Closing Date, and
                such
                representations or warranties shall thereafter be without force or
                effect,
                except any claim with respect to which notice has been given to the
                party
                to be charged prior to such expiration date. AVS hereby agrees to
                indemnify and hold LEA, it successors, and assigns harmless from
                and
                against any and all damage or deficiency resulting from any material
                misrepresentation, breach of warranty or covenant, or nonfulfillment
                of
                any agreement on the part of AVS under this
                Agreement.

            


    

     

    
      	
              11.  
                

            	
              CLOSING.
                This Agreement shall be closed on or before October 15, 2007, or
                at such
                other time at such place that the parties may agree to in writing.
                If
                Closing has not occurred on or prior to that time, then any party
                may
                elect to terminate this Agreement. If, however, the Closing has not
                occurred because of a breach of contract by one or more parties,
                the
                breaching party or parties shall remain liable for breach of
                contract.

            


    

     

    
      	
              A. 
                  

            	
              At
                the Closing and coincidentally with the performance by LEA of its
                obligations described herein, AVS shall deliver to LEA the
                following:

            


    

     

    
      	
              1.  

            	
              Bill
                of Sale for the Assets and all documents necessary to transfer any
titles
                to any asset purchased.

            


    

     

    
      	
              2.  

            	
              All
                other documents called for in this Agreement and such other documents
                that LEA and its counsel may reasonably
                require.

            


    

     

    
      	
              B.  
                

            	
              At
                the Closing and coincidentally with the performance by AVS of its
                obligations
                described herein, LEA shall deliver to AVS the
                following:

            


    

     

    
      	
              1.  

            	
              The
                Shares or a copy of instructions to LEA's transfer agent instructing
                it to issue the Shares.

            


    

     

    
      	
              2.  

            	
              A
                wire transfer to AVS in an amount equal to the cost of, in accordance
                with
                GAAP, the usable inventory, of AVS purchased by
                LEA.

            


    

     

    
      	
              12.  

            	
              DEMAND
                OPTION. As further consideration of the purchase of the AVS assets
                herein,
                Wortley shall be granted the right to demand that LEA purchase up
                to
                1,200,000 shares of common stock owned by Wortley on August 1, 2009
                at a
                price of $1.25 per share. In order to exercise this right Wortley
                must
                make a demand in writing to LEA at least 10 days prior to the demand
                date
                to purchase 1,200,000 Shares. If Wortley fails to give such written
                notice, LEA shall have no obligation to purchase any Shares from
                Wortley.

            


    

     

    
      	
              13.  

            	
              ATTORNEYS.
                Wortley and AVS represent and warrant that they have had the opportunity
                to be represented by independent counsel and that Eric P. Littman
                has
                represented only LEA in this
                transaction.

            


    

     

    
      	
              14.  

            	
              GOVERNING
                LAW. This Agreement and any matters arising out of or related to
                this
                Agreement will be governed by the laws of the State of North Carolina.
                If
                any action is brought among the parties with respect to this Agreement
                or
                otherwise, by way of a claim or counterclaim, the parties agree that
                in
                any such action, and on all issues, the parties irrevocably waive
                their
                right to a trial by jury. Exclusive jurisdiction and venue for any
                such
                action shall be the State Courts of North
                Carolina.

            


    

     

    
      	
              15.  

            	
              ENTIRE
                AGREEMENT. This Agreement contains the entire agreement among the
parties,
                and supersedes all prior agreements, representations and understandings
                of
                the parties, relating to the subject matter of this
                Agreement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              16.  

            	
              FURTHER
                ACTIONS. Each party agrees that after the delivery of this Agreement
                it or
                he will execute and deliver such further documents and do such further
                acts and things as another party may reasonably request in order
                to carry
                out the terms of this Agreement.

            


    

     

    
      	
              17.  

            	
              AMENDMENT.
                No supplement to or amendment of this Agreement will be binding unless
                executed in writing by AVS and LEA.

            


    

     

    
      	
              18.  

            	
              SUCCESSORS
                AND ASSIGNS. This Agreement will be binding on, and will inure to
                the
                benefit of, the parties and their respective successors and assigns,
                and
                shall not confer any rights or remedies on any other
                Persons.

            


    

     

    
      	
              19.  

            	
              COUNTERPARTS.
                This Agreement may be executed in one or more counterparts, each
                of which
                will be deemed a valid, original agreement, but all of which together
                will
                constitute one and the same
                instrument.

            


    

     

    
      	
              20.  

            	
              SEVERABILITY.
                If any provision of this Agreement or its application to any Person
                or
                circumstances is held to be unenforceable or invalid by any court
                of
                competent jurisdiction, its other applications and the remaining
                provisions of this Agreement will be interpreted so as best reasonably
                to
                effect the intent of the parties.

            


    

     

    
      	
              21.  

            	
              ATTORNEYS'
                FEES. Each party will pay its or his own legal fees and other expenses
                in
                connection with the preparation of this Agreement and the sale of
                Assets
                in accordance with this Agreement. However, if any legal action or
                other
                proceeding is brought for the enforcement of this Agreement, or because
                or
                arising out of an alleged dispute, breach, default or misrepresentation
                in
                connection with any of the provisions of this Agreement, the prevailing
                party will be entitled to recover reasonable attorneys fees and other
                costs incurred in that action or proceeding, in addition to any other
                relief to which it or he may be
                entitled.

            


    

     

    
      	
              22.  
                

            	
              NOTICES.
                All notices, requests, demands, and other communications required
                or
                permitted hereunder will be in writing and will be deemed to have
                been
                duly given when delivered by hand, by overnight courier, or fax,
                or two
                days after being mailed by certified or registered mail, return receipt
                requested, with postage prepaid:

            


    

     

    
      	 	If
              to LEA:	Paul
              Feldman, President
	 	 	100A
              Hunter Place
	 	 	Youngsville,
              NC 27596
	 	 	 
	 	Copy
              to: 	Eric
              P. Littman, Esquire
	 	 	7695
              S.W. 104th Street
	 	 	Suite
              210
	 	 	Miami,
              FL 33156
	 	 	 
	 	If
              to AVS and Wotley: 	637
              N.W. 12* Avenue
	 	 	Deerfield
              Beach, FL 33442


    

     

    
      	
              23.  
                

            	
              WAIVERS.
                Any provision of this Agreement may be waived at anytime by the party
                entitled to the benefit thereof by a written instrument executed
                by the
                party or by a duly authorized officerof the party. No waiver of any
                of the
                provisions of this Agreement will be deemed, or will constitute,
                a waiver
                of any other provision, whether or not similar, nor will any waiver
                constitute a continuing waiver.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SIGNATURES

     

     

     

    
      	BUYER	 	 	SELLER	 
	 	 	 	 	 
	LAW
              ENFORCEMENT ASSOCIATES CORPORATION,	 	 	ADVANCED
              VEHICLE SYSTEMS LW	 
	 	 	 	 	 
	
              /s/
Paul
                Fieldman

            	 	 	
              /s/
Barbara
                Wortley

            	 
	
              Paul
                Fieldman

            	 	 	
              
                Barbara
                  Wortley

              

            	 
	
              President

            	 	 	Manager	 
	 	 	 	 	 
	 	 	 	/s/
              Barbara
              Wortley	 
	 	 	 	
              Barbara
                Wortley

            	 
	 	 	 	Individually	 


    

    


    
      
         

      

      
        6