=====================================================================     SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   April 23, 2005 (Date of Earliest Event Reported)   ADVANCED OXYGEN TECHNOLOGIES, Inc. (Exact Name of Registrant as Specified in its Charter)     Delaware 000-09951 91-1143622 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) C/O Crossfield Incorporated 133 West 13th St. Suite no.5 New York, NY 10011 (Address of Principal Executive Offices) Registrant's Telephone Number: (212) 727-7085 26883 Ruether Avenue Santa Clarita, CA, 91351 (Former Address)       =====================================================================

ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS

Pursuant to a merger agreement attached hereto as exhibit I, ("Merger Agreement"), on April 24, 2005 Mobile Group Inc., a fully owned subsidiary of Advanced Oxygen Technologies, Inc. ("Mobile Group" or the "Buyer"), purchased 100% of the issued and outstanding stock of Mobiligroup, ApS ("Mobili" or the "Company") from all of its owners (the "Shareholders") for the value of three hundred thousand dollars ("Purchase Price"). Advanced Oxygen Technologies, Inc., a one hundred percent owner of Mobile Group, Inc. exchanged 800 shares of Mobile Group, Inc. (80% of the issued and outstanding shares of Mobile Group, Inc.) for one hundred percent of the issued and outstanding shares of Mobiligroup ApS (125,000 shares).

Pursuant to a waiver agreement attached hereto as exhibit II ("Waiver Agreement"), on April 23, 2005 the shareholders that sold IP Service ApS to Advanced Oxygen Technologies, Inc. ("IP Sellers") entered into a waiver agreement with Advanced Oxygen Technologies, Inc. whereby:

1) The IP Sellers waived and relinquished all rights to collect the share conversion owed to the IP Sellers from the conversion of a preferred share ("Preferred Share") pursuant to the stock acquisition agreement of March 3, 2003 (agreement governing the purchase of IP Service ApS, "IP Purchase Agreement"),

2) The IP Sellers release and indemnify Advanced Oxygen Technologies, Inc. and Advanced Oxygen Technologies, Inc. release and indemnify the IP Sellers for breach of contract, making false warranties and representations, and, liabilities associated with the remedies of set off pursuant to the IP Purchase Agreement, and,

3) For consideration of the above the IP Sellers will deliver to Advanced Oxygen Technologies, Inc. the Preferred Share and One Million One hundred twenty thousand (1,120,000) shares of Advanced Oxygen Technologies, Inc.

Pursuant to a stock acquisition agreement attached hereto as exhibit III ("Stock Acquisition Agreement"), on April 27, 2005 Advanced Oxygen Technologies, Inc. sold 100.00% of the stock of IP Service ApS to Securas, Ltd. 7 Stewards Court, Carlisle Close, Kingston Upon Thames, Surrey KT2 7AU, United Kingdom ("SecurAs") for consideration as follows:

1) The purchase price will be Seven Hundred and Fifty Thousand US Dollars payable as follows:

a) Cash and or

b) Royalties, which are comprised of 33.33% of all revenue derived from or associated with IP Service ApS or any of its products, which shall be payable quarterly on the 10th day following each quarter and SecurAs will deliver a certified audit of the revenues of IP Service ApS annually to Advanced Oxygen Technologies Inc. At any time Advanced Oxygen Technologies, Inc. can conduct and independent audit of IP Service ApS.

At closing, SecurAs did NOT pay any cash to Advanced Oxygen Technologies, Inc.

ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION and EXHIBITS

EXHIBIT I

MERGER AGREEMENT

This MERGER AGREEMENT (the "Agreement") dated as of April 11th, 2005 is by and among the shareholders of Mobili Group A/S, (as presented in schedule 1.1 – “The Shareholders”), a corporation organized under the laws of Denmark (the "Company”), and Mobile Group Inc., a Delaware corporation (the "Acquisition Company").

R E C I T A L S

WHEREAS, AOXY Inc. (Advanced Oxygen Technology Inc., New York) has formed the Acquisition Company for the purposes of merging with and into the Company;

WHEREAS, the Board of Directors of the Acquisition Company and the Company have each adopted a resolution approving this Agreement and declaring its advisability in accordance with the requirements of Delaware Law, the laws of Denmark, and the charter documents of their respective companies; and

WHEREAS, the AOXY, as the direct Controlling stockholder of the Acquisition Company, and the Principal Stockholders - “The Shareholders” - of the Company have each indicated their intent, immediately following the execution of this Agreement, to vote in favor of the adoption of this Agreement; and

WHEREAS, the Acquisition Company desires to acquire all issued shares in the Company and outstanding through a tax-free reverse subsidiary merger in accordance with the terms and conditions of

this Agreement; and

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.

ARTICLE I

DEFINITIONS

1. Certain Defined Terms. As used in this Agreement, the following terms (when used with initial capital letters) shall have the following respective meanings:

“SEC”. The Security and Exchange Commission, Washington DC, USA.

"AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations

promulgated under the Securities Exchange Act.

"CLOSING" means the in fact exchange of shares and ownership as specified.

"CLOSING DATE" means the day of delivery of shares in the merging companies.

"CLOSING DATE BALANCE SHEET" means the balance sheet in the Company at the Closing date.

"CONFIDENTIAL INFORMATION" means any information concerning the businesses and affairs of the Company or the parties, that is not generally available to the public.

ATTACHMENTS

Schedule 1.1 List of Shareholders in Company

Schedule 1.2 Officers and Directors in company and Acquisition Company

Schedule 1.3 Audited financials for Company.

ARTICLE II. The agreed transaction.

“The Shareholders” hereby agrees to sell and transfer all rights and ownership to the shares in the Company to the Acquisition Company.

The Acquisition Company hereby agrees to issue and deliver to “The Shareholders” 800 of a total of 1000 (one thousand) issued shares in the Acquisition Company (80%).

ARTICLE III. Governing the Acquisition Company.

“The Shareholders” will at the time of this merger have the right to appoint 3 of a total of 5 members of the board of directors and will (through their appointees) have the right to appoint the manager (CEO) of the Acquisition Company.

ARTICLE IV. Public Statements

As a NASDAQ company AOXY must within 8 days from this transaction make a public filing with the SEC regarding this transaction.

The parties agrees that no other party to the agreement makes any public statement regarding this transaction.

The parties further agrees not to make public or disclose to third party confidential information regarding this transaction or the business of the parties that might come to knowledge through this agreement and the transaction involved.

ARTICLE V. Closing.

The Closing will take place in New York unless the parties all agree to close the transaction in another location.

“The Shareholders” will at closing deliver the shares in the Company.

The Company will at closing deliver a Closing Data Balance Sheet and audited financials for the previous periods.

The Acquisition Company will at closing deliver shares issued to “Shareholders”

Closing Date is agreed to Thursday April 14th, 2005.

ARTICLE VI. Costs

All costs, including costs for attorneys and auditing incurred in order to consummate and close this proposed transaction is to be paid by the Company.

ARTICLE VII. Termination of Merger Agreement

Should for any reason this proposed transaction not be closed on or before June First 2005, this agreement becomes null and void and none of the parties to this agreement shall be bound by any of the provisions in the agreement – except for the confidentiality agreement.

/s/Robert E. Wolfe/s/ Advanced Oxygen Technologies, Inc.

/s/Klaus Aamann/s/ , KBA Holding ApS

/s/ Rasmus Refer/s/, ARCO Investments ApS

/s/ Rene Lauritsen/s/, Sapiens Alliance Ltd

/s/Tanveer Sharif/s/ Desi Star

/s/Thomas Rex Frederiksen /s/, DK Group Holding Ltd.

/s/Jesper Thomsen/s/, Svaneco Ltd.

Schedule 1.1 List of Shareholders in Company

13
                                                            Side

Jesper Thomsen Svaneco Ltd. (i det følgende: "JT")
René Lauritsen, Sapiens Alliance Ltd. (i det følgende: "RL")

                           Rasmus Refer, Arco Investment A/S
                           (i det følgende: "RR")

                           Thomas Rex Frederikse, DK Group Holding Ltd.n
                           (i det følgende: ”TR”)

                          S
                           Klaus Aamann,KBAn Holding ApS
                           (i det følgende: ("KA")

                           Tanveer Sharif, Desi Star
                           (i det følgende: " TS")


                         Ownership     Shares
                             %        kr. nom.


     JT                    20,00    25.000,00
     RL                    20,00    25.000,00
     RR                    20,00    25.000,00
     KA                    20,00    25.000,00
     TS                    10,00    12.500,00
     TR                    10,00    12.500,00

     Total                 100,00   125.000,00

Schedule 1.2 Officers and Directors in company and Acquisition Company

Mobile Group Inc.

Chairman: Robert E. Wolfe

President: Robert E. Wolfe

Schedule 1.3 Audited Financial Statements

                               F-1






                         MOBILIGROUP ApS







Financial Statements for the year ended December 31, 2004 and the
                   period ended March 10, 2005






                  INDEX TO FINANCIAL STATEMENTS
        Consolidated Financial Statements of the Company

                                                                       Pa
                                                                       ge
Report of Independent Auditors                                          F-
                                                                        2
Balance Sheets at December 31, 2004 and March 10, 2005                  F-
                                                                        3
Statements of Operations for the years ended December 31, 2004,  March  F-
10, 2005                                                                4
Statements of Shareholders’ Equity for the years ended December 31,     F-
2004, March 10, 2005                                                    5
Statements of Cash Flows for the years ended December 31, 2004, March   F-
10, 2005                                                                7
Notes to Financial Statements                                           F-
                                                                        8

                 REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders

Mobiligroup ApS

       We  have  audited  the  accompanying  balance  sheets   of
Mobiligroup  ApS as of December 31, 2004 and March 10,  2005  and
the  related statements of operations, shareholders’  equity  and
cash  flows  for each of  the periods. These financial statements
are   the   responsibility  of  the  Company’s  management.   Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

       We  conducted  our  audits  in  accordance  with  auditing
standards  generally accepted in the United  States  of  America.
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements  are free of material misstatement. An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures  in the financial statements. An audit also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement  presentation. We believe  that  our  audits
provide a reasonable basis for our opinion.

      In  our opinion, the financial statements referred to above
present fairly, in all material respects, the  financial position
of  Mobiligroup ApS at December 31, 2004 and March 10,  2005  and
the  results of its operations and its cash flows for each of the
periods,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.






                         Søren Jonassen
               State Authorized Public Accountant





Copenhagen, Denmark

March 15, 2005

                         Moblilgroup ApS

                         BALANCE SHEETS
                         (in thousands)


                                                 2         2005
                                               004

                                                DK    DKK    US$
                                                K

                                  ASSETS
Current assets:
   Cash and cash equivalents                         0      0     0
   Accounts receivable trade, net of allowance
for doubtful accounts of DKK 0 in 2005 (DKK 0     0      0     0
in 2004)
   Accounts receivable, related parties              0      0
                                                             0
   Inventories                                       0      0     0
   Prepaid income taxes                              0      0     0
   Deferred tax assets                               0      0     0
   Prepaid expenses                                  0      0     0
   Other current assets
                                                  0      0     0
     Total current assets
                                                  0      0     0
Equipment, and improvements, net of accumulated
   depreciation                                      0      0     0
Software and licence rights, net                        2,910
                                               160          524
Investments in equity investees                      0      0
                                                             0
Other assets
                                                  0      0     0
     Total assets
                                                160  2,910  524

             LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
   Accounts payable                                  0     39     7
   Accrued expenses                                 35     35     6
   Short-term borrowings                             0
                                                      0      0
   Deferred income                                          0     0
                                                0
   Income taxes payable
                                                  0      0     0

     Total current liabilities
                                                 35     74    13
Shareholders’ equity
   Common Shares (authorized and issued 2875 in
2005 and 125 in 2004,at par value DKK 1,000)    125  2,875   518

   Additional paid-in capital                        0      0     0
   Retained earnings                                            (7)
                                                0    (39)
     Total shareholders’ equity
                                                125  2,836   511
     Total liabilities and shareholders’ equity
                                                160  2.910   524


                         See accompanying notes.

                         Mobiligroup ApS

                    STATEMENTS OF OPERATIONS
              (in thousands, except per share data)


                                         Year Ended December
                                       31 and March 10
                                           200           20
                                           4         05
                                           DKK    DKK   US$



Net revenue                                    0     0      0

Operating expenses:

   Cost of sales                                 0     0      0

   Selling and marketing expenses                0     0      0

   General and administrative
expenses                                      0    39      7

     Total operating expenses
                                              0    39      7

Operating (loss)
                                            (0)  (39)    (7)

Interest income                                0     0      0

Interest expense                             (0)   (0)    (0)

Other income (expense), net
                                            (0)            0
                                                    0

   Income (loss) before income
taxes                                       (0)  (39)    (7)

Income taxes and income tax
benefit, net                                  0     0      0

Net (loss)
                                            (0)  (39)    (7)

Net (loss) per common share,                 (0) (0.01  (0.00
basic and diluted                                   )     2)

Average common shares outstanding            160 2,875  2,875



                         See accompanying notes.

                         Mobiligroup ApS

               STATEMENTS OF SHAREHOLDERS’ EQUITY
                         (in thousands)

                  Commo Addition            To
                    n      al    Retain   tal
                  Share Paid-In    ed
                    s   Capital
                                 Earnin
                                   gs
                    DKK    DKK
                                   DKK    DKK

Balance at           125               0    125
November 8, 2004             0


 Net income (loss)                    (0)   (0)


Balance at           125              (0)   125
December 31, 2004            0

 Issuance of 2,750 2,750                  2,750
shares, March 8,
2005

 Net income (loss)                   (39)  (39)


Balance at March
10, 2005          2,875      0      (39) 2,836














                         See accompanying notes.

                         Mobiligroup ApS

                     STATEMENTS OF CASH FLOWS
                         (in thousands)

                                      Year Ended
                        December 31 and March 10,
                                 20            200
                                04         5
                               DKK    DKK    US$


Cash flows from
operating activities:
Net income (loss)                 (0)   (39)    (7)
Adjustments to reconcile
net income (loss) to
cash provided by (used
in) operating
activities:
   Depreciation and                   0      0      0
amortization
   (Gain) loss on sale of             0      0      0
fixed assets
   Deferred tax, net                  0
                                       0      0
   Changes in operating
assets and
liabilities:
     Accounts receivable               0      0      0
     Inventories and other             0
assets                                 0      0
     Accounts payable                  0     39      7
     Accrued expenses                 35
                                       0      0
     Deferred revenue
                                   0      0      0
     Cash provided by
(used in) operating
activities                        35    (0)    (0)
Cash flows from
investing activities:
   Purchases of software          (160) (2,750  (495)
rights                                    )
   Cash capital                       0      0
expenditures                                  0
   Proceeds from sales of             0      0      0
fixed assets
   Investment in equity                      0
investees                          0             0
     Cash provided by
(used in) in investing               (2,750
activities                     (160)      )  (495)
Cash flows from
financing activities:
   Net change in                      0      0
short-term borrowings                         0
    Proceeds from issuance
of common shares and               1
warrants                          25  2,750    495
     Cash provided by
(used in) financing
activities                       125  2,750    495
Net increase (decrease)
in cash and cash                   0      0      0
equivalents
Cash and cash
equivalents, beginning             0      0      0
of period
Cash and cash
equivalents, end of                0      0      0
period
Cash paid for interest
                                   0      0      0
Cash paid for taxes
                                   0      0      0

                         See accompanying notes.


1.   Summary of Significant Accounting Policies

Description of Business

      The  Company  is developing mobile software  solutions.  The
company  is  focusing  on  selling  selected  service  for  mobile
telephony during the year 2005.

Reporting currency

      The functional currency of the Company is the local currency
of  the country in which the company conduct its business. Balance
sheet  accounts are translated into DKK at the year  end  exchange
rate  and  items in the statement of operations are translated  at
the  average exchange rate. Resulting translation adjustments  are
charged  or  credited  to  a separate component  of  shareholders’
equity.

Information expressed in US dollars

      The  Consolidated Financial Statements are stated in  Danish
Kroner  (“DKK”), the currency of the country in which the  Company
is  incorporated and operate. Translation of DKK amounts  into  US
Dollar  amounts  is  included solely for the  convenience  of  the
reader and has been made at the rate of 5.5529 DKK to US $ 1,  the
approximate  exchange  rate at March 10,  2005.  Such  translation
should  not be construed as a representation that the DKK  amounts
could be converted into US Dollars at that or any other rate.

Risks and uncertainties

      The  preparation of the financial statements  in  conformity
with  generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of  assets and liabilities at the date of the financial statements
and  the  reported  amounts of revenues and  expenses  during  the
reporting   period.  Actual  results  could  differ   from   those
estimates.

Cash and cash equivalents

      Cash  and  cash  equivalents represent cash  and  short-term
deposits with maturities of less than three months at the time  of
purchase.


Equipment, works of art and improvements

      Equipment and improvements are carried at cost. Equipment is
depreciated  on  a  straight-line basis over the  expected  useful
lives  at  rates varying between 10% and 20% per annum.  Leasehold
improvements  are  amortized over the shorter  of  their  expected
lives or the non-cancelable term of the lease.

Software rights

      Software  rights  are carried at cost.  Software  rights  is
depreciated  on  a  straight-line basis over the  expected  useful
lives at rates between 33% and 20% per annum.


Revenue recognition

     Revenues from services are recognized at the date of delivery
of the service. Subscriptions are recognized over the subscription
period.


1.   Summary of Significant Accounting Policies (continued)


Concentration of credit risk

      Cash and cash equivalents are, for the most part, maintained
with major financial institutions in Denmark.


Advertising

      Advertising  costs  are  expensed as  incurred.  Advertising
expenses totaled DKK 0 and DKK 0 in 2004 and 2005, respectively.

Income taxes

      The  Company  accounts for income taxes using the  liability
method. Deferred tax assets and liabilities are recognized for the
expected  future  tax  consequences  of  events  that  have   been
recognized in the financial statements or tax returns.

 Other post-retirement and post-employment benefits

       The   Company   does   not  provide  its   employees   with
post-retirement and post- employment benefits.



2.   Equipment, works of art and improvements

     Equipment, and improvements consisted of the following:

                                        December
                                         31,
                                      2004   2005

Equipment, furniture and fixtures         0      0
Leasehold improvements
                                         0      0
                                          0      0
Less accumulated depreciation
                                         0      0
   Net equipment and improvements
                                         0      0


3.   Software rights

     Equipment, and improvements consisted of the following:

                                        December
                                         31,
                                      2004   2005

Software rights                         160  2,910

Less accumulated depreciation
                                         0      0
   Net software rights
                                       160  2,910


4.   Income Taxes

      The  Company file a separate tax returns in its  country  of
incorporation. Deferred income taxes represent the tax  effect  of
temporary  differences between the carrying amounts of assets  and
liabilities  for  financial reporting  purposes  and  the  amounts
reported for income tax purposes. No benefit has been recorded  in
the  financial statements for net operating losses as  the  entire
carryforward  has  been offset by a valuation allowance.  The  tax
benefit associated with the pretax losses in each period has  been
partly offset by increases in the valuation allowance. Significant
components of the Company’s deferred tax assets and liabilities as
of December 31, 2004 and March 10, 2005 are as follows:



                                               December 31,
                                                2004   2005

Deferred tax assets
Net operating loss carryforwards                     0     12
Other accruals                                       0      0
Less: Valuation allowance                                (12)
                                                  (0)
Deferred tax assets
                                                    0      0

Deferred tax liabilities
Tax over book depreciation                                  0
                                                    0
Deferred tax liabilities                                    0
                                                    0

Net deferred tax assets
                                                    0      0

       Net  operating  losses  amount  to  DKK  0,  and  DKK   39,
respectively.  The net operating loss for Denmark may  be  carried
forward indefinitely.

      For financial reporting purposes, income before income taxes
are as follows:


                                                      Decemb
                                               er 31,
                                               2004    2005

Pretax income:
   Denmark                                           (0)   (39)

Significant components of the provision
for income taxes are:
   Current:  Denmark                                   0      0
           Others
                                                    0      0

                                                    0      0
   Deferred:  Denmark                                  0      0
            Others
                                                           0

                                                    0      0
     Total:
                                                    0      0

      The  reconciliation  of income tax computed  at  the  Danish
statutory tax rate to income tax expense is:

                                                    2004 2005

Danish income tax rate                               (30)  (30)
                                                       %     %
Valuation allowances on NOL’s                        30 %  30 %
Effect of lower tax rates in foreign
subsidiaries
Other items, net

Reported income tax expense                                   0
                                                      0%     %

5.   Shareholders’ equity

     Capital increase

      The capital has been increase with DKK 2,750 as of March  8,
2005 by issuance of  2,750 shares.



6.   Commitments

The company does not have any commitments.


7.   Related party transactions

      A.    The  Company has completed two purchases  of  software
rights from related parties. These software rights have been  sold
in two transactions to the company for DKK 160 and DKK 2,750. Both
transactions have been paid by issuance of respectively 160 shares
and 2,750 shares.


Exhibit II



		

 WAIVER AGREEMENT

			

		

THIS AGREEMENT is made as of April 23, 2005, (together with the Schedules 

		

attached hereto, referred to as "Agreement") by and among Advanced Oxygen Technologies, Inc., a 

		

Delaware corporation (AAOXY@), and the persons, corporations or assigns listed on Schedule 2 

		

hereto  (herein referred to collectively as "Shareholders" and each a "Shareholder").

			

		

In reliance upon the representations and warranties made herein and in consideration 

		

of the mutual agreements herein contained the parties hereby agree as follows:

			

		

SECTION 1.  RELEASE OF SHARE CONVERSION; CONSIDERATION.

			

		

1.01 Release of Share Conversion.    Shareholders shall at the closing of the 

		

transactions hereinafter provided waive and relinquish all right, to collect from AOXY the Share 

		

Conversion owed to each of the Shareholders by AOXY in an amount to each Shareholder as set 

		

forth on the back side of the Preferred Share ("Preferred Share") received by the Shareholders 

		

pursuant to the Stock Acquisition Agreement of March 2003 ("Stock Acquisition Agreement") 

		

whereby AOXY purchased 100% of the stock of IP Services, ApS from the Shareholders plus any 

		

interest earned thereon.

			

		

1.02  Release of Liability.  AOXY shall release and indemnify the Shareholders 

		

against any claims AOXY has for breach of contract, false warranties or false representations 

		

associated with the Stock Acquisition Agreement or the Set Off notice of February 27, 2004.

			

		

1.03  Consideration for Release.   In consideration of the release of the Company, the 

		

Shareholders will compensate, pay, transfer, assign and distribute (the "Consideration) to AOXY as 

		

follows:

			

		

(a) The Preferred Share,

		

(b) One Million One hundred twenty thousand (1,120,000) shares of Advanced 

		

Oxygen Technologies, Inc.

			

		

1.03 Transactions Closing Date.   

			

		

(a) Delivery of Agreement.  At the Closing, each Shareholder  will deliver to 

		

AOXY a duly executed counterpart signature page to this Agreement; and

			

		

(b) Delivery of Consideration.  At the Closing, (i) AOXY will deliver or cause 

		

to be delivered, to each Shareholder the Database in electronic format; and

			

		

(c)  Documents.   Each of the documents contemplated by this Agreement.

			

		

SECTION 2.  CLOSING.     The Closing will take place at the offices of AOXY at 133 W 

		

13th Street, Suite 5 New York,  NY 10011 on the April 23, 2005.

			

		

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS.   Each 

		

Shareholder(s), as and for himself or itself, severally and not jointly,  represents and warrants the 

		

following to the best of his or its knowledge without independent investigation:

			

		

(a) Share Conversion Ownership.   Each Shareholder owns his portion of the 

		

Preferred Share and the original shares issued for the transaction of the Stock Acquisition 

		

Agreement.

			

		

(b)  Validity of Agreement; Authority.   This Agreement has been duly executed and 

		

delivered by each Shareholder and (assuming valid execution and delivery by AOXY) is a valid and 

		

binding obligation of each Shareholder, enforceable in accordance with its terms.

			

		

SECTION 4. REPRESENTATIONS AND WARRANTIES OF AOXY.     AOXY represents and 

		

warrants the following: 

			

		

 (a) Authority to take Action. 

		

I. The execution and delivery of this Agreement and the carrying out of the 

		

provisions hereof will not contravene any provisions of law, any order, 

		

judgment and/or decree of any court or other governmental agency or AOXY=s 

		

certificate of incorporation or charter, by-laws or any indenture, agreement or 

		

other instrument to which AOXY is a party or by which it may be bound, or by 

		

which any property owned by it may be bound.

		

II. All corporate and legal actions required to be taken in connection with this 

		

Agreement pursuant to the laws of any State or other governmental authority 

		

have been so taken.

			

		

(b)  Compliance with Laws.    AOXY has not received notice of any violation of any 

		

law, regulation or ordinance which violation would materially and adversely affect it or its 

		

operations.

			

		

(c) Consents.  AOXY is not required to obtain consent, approval, registration, 

		

qualification or filing with any United States federal, state or local government authority or any 

		

foreign government authority in connection with execution of this Agreement or consummation of 

		

the transactions contemplated hereby, other than the required filings with the United States Securities 

		

and Exchange Commission.

			

			

		

SECTION 5.  CONDITIONS PRECEDENT TO SHAREHOLDERS= OBLIGATION TO 

		

COMPLETE THE TRANSACTION.    The obligation of each Shareholder to consummate the 

		

transactions described in Section 1 hereof is subject to the fulfillment of each of the following 

		

conditions prior to or at the Closing:

			

		

(a) Delivery of Consideration.  Each Shareholder shall have received delivery of the 

		

Consideration as contemplated herein.

			

		

(b) No actions or proceedings.     No action or proceeding shall be pending or 

		

threatened on the Closing Date wherein an unfavorable judgment, decree or order would prevent or 

		

make unlawful the carrying out of this Agreement or would cause the transaction contemplated by 

		

this Agreement to be rescinded.

			

		

SECTION 6.  CONDITIONS PRECEDENT TO AOXY=S OBLIGATION TO COMPLETE 

		

THE TRANSACTION.    The obligation of AOXY to consummate the transactions described in 

		

Section 1 hereof is subject to the fulfillment of each of the following conditions prior to or at the 

		

Closing:

			

		

(a) Waiver.  Each Shareholder shall have executed and delivered to AOXY a 

		

counterpart signature page to this Agreement.

			

		

(b) Representations and Warranties of Shareholders.    The representations and 

		

warranties made by the Shareholders herein shall be true and correct in all material respects.

			

		

(c)  No actions or proceedings.     No action or proceeding shall be pending or 

		

threatened on the Closing Date wherein an unfavorable judgment, decree or order would prevent or 

		

make unlawful the carrying out of this Agreement or would cause the transaction contemplated by 

		

this Agreement to be rescinded.

			

		

SECTION 7.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.     All 

		

representations and warranties contained herein or made in writing by the parties in connection with 

		

the transactions contemplated hereby shall survive the execution and delivery of this Agreement and 

		

the closing of the transactions contemplated by this Agreement, regardless of any investigation made 

		

by or on behalf of the parties or any payment for and acceptance of Consideration hereunder.  All 

		

statements contained in any certificate, list, letter or other instrument delivered by or on behalf of the 

		

parties pursuant hereto or in connection with the transactions contemplated hereby (including 

		

statements, letters or certificates of independent parties such as public accountants or attorneys) shall 

		

constitute representations and warranties by the parties hereunder.

			

		

SECTION 8.  INDEMNIFICATION.    (a)  Of AOXY.   Each Shareholder agrees to defend, 

		

indemnify and hold harmless AOXY against and in respect of (i) any and all losses, liabilities, 

		

damages, deficiencies, costs or expenses (including, without limitation reasonable attorneys fees and 

		

disbursements) resulting from (A) the breach of any covenant, warranty or agreement hereunder by 

		

such Shareholder or (B) any representations made by such Shareholder in this Agreement, not being 

		

complete and correct or being false and misleading or containing any material misstatement of fact or 

		

omitting any material fact required to be stated to make the statements therein not misleading; and 

		

(ii) any and all actions, suits, proceeding, claims, demands, assessments, judgments, costs and 

		

expenses (including, without limitation, reasonable attorneys fees and disbursements) incident to any 

		

of the foregoing; provided, however, that if any such action, suit or proceeding shall be asserted 

		

against AOXY in respect to demand indemnification, Shareholders shall be promptly notified to that 

		

effect and shall have the right to assume the control of the defense, compromise or settlement 

		

thereof, including, at their own expense, employment of counsel reasonably acceptable to AOXY. 

			

		

(b)  Of Shareholders.    AOXY agrees to defend, indemnify and hold harmless 

		

Shareholders against and in respect of (i) any and all losses, liabilities, damages, deficiencies, costs 

		

or expenses (including, without limitation reasonable attorneys fees and disbursements) resulting 

		

from (A) the breach of any covenant, warranty or agreement hereunder by AOXY or (B) any 

		

representations made by AOXY in this Agreement, not being complete and correct or being false and 

		

misleading or containing any material misstatement of fact or omitting any material fact required to 

		

be stated to make the statements therein not misleading; and (ii) any and all actions, suits, 

		

proceeding, claims, demands, assessments, judgments, costs and expenses (including, without 

		

limitation, reasonable attorneys fees and disbursements) incident to any of the foregoing; provided, 

		

however, that if any such action, suit or proceeding shall be asserted against a Shareholder  in respect 

		

of which such Shareholder proposes to demand indemnification, AOXY shall be promptly notified to 

		

that effect and AOXY shall have the right to assume the control of the defense, compromise or 

		

settlement thereof, including, at its own expense, employment of counsel reasonably acceptable to 

		

Shareholders.

		

(c)  Payment.    Any indemnification payments required pursuant to Section 8(a) and 

		

8(b) hereof shall be paid in full within ten (10) days after receipt of notice specifying (i) the amount 

		

required to be paid and (ii) the nature of the event or events giving rise to indemnification hereunder.

			

		

(d)  Liability.    The liability of the parties under this Section 8 shall be without 

		

limitation, and the failure of either of them to withhold amounts from any payments shall not act as a 

		

waiver of or diminish the obligations of parties under this Section 8.

			

		

(e)  Interest.    Any and all amounts which may become due and payable pursuant to 

		

this Section 8 shall bear interest from the date when due to the date of payment at a percentage rate 

		

of twelve (12%) percent per annum.

			

		

SECTION 9.  COMMISSIONS, FEES AND EXPENSES.     Shareholders and AOXY each 

		

represent and warrant to the other that the negotiations relative to this Agreement and the 

		

transactions contemplated hereby have been carried on by Shareholders and AOXY directly and in 

		

such manner as not to give rise to any valid claim against either for a  brokerage commission, finder's 

		

fee or other like payment.  

			

		

SECTION 10.  APPLICABLE LAW.     This Agreement shall be governed by, and construed 

		

in accordance with, the law of the State of New York (other than its law with respect to conflicts of 

		

laws), including all matters of construction, validity and performance.

			

		

SECTION 11.  NOTICES.    All notices, requests, permissions, waivers, and other 

		

communications hereunder shall be in writing and shall be deemed to have been duly given if signed 

		

by the respective persons giving them (in the case of any corporation the signature shall be by an 

		

officer thereof) and delivered by hand, sent via facsimile transmission, nationally-recognized 

		

overnight courier service or deposited in the United States mail (registered, return receipt requested), 

		

properly addressed and postage prepaid to the intended recipient thereof to the address for such 

		

person on the signature page(s) hereof.  All such notices, requests, consents and other 

		

communications shall be deemed to have been delivered (a) in the case of personal delivery or 

		

delivery by telecopy, on the date of such delivery, (b) in the case of dispatch by nationally-recognized 

		

overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on 

		

the third business day after the posting thereof.  Such names and addresses may be changed by such 

		

notice.

			

		

SECTION 12.  ENTIRE AGREEMENT; AMENDMENT; HEADINGS; COUNTERPARTS. 

		

 This Agreement, including the Schedules hereto, all of which are a part hereof, contains the entire 

		

understanding of the parties hereto with respect to the subject matter contained herein and therein, 

		

supersedes and cancels all prior agreements with respect hereto or thereto and may be amended only 

		

by a written instrument executed by the parties or their respective successors or assigns.  There are 

		

no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto 

		

with respect to the transactions under this Agreement other than those set forth herein or made 

		

hereunder in the documents delivered at each Closing.  The section and paragraph headings 

		

contained in this Agreement and the description of exhibits attached hereto are for reference 

		

purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  This 

		

Agreement may be executed in one or more counterparts and each counterpart shall be deemed to be 

		

an original.

			

		

SECTION 13.  PARTIES IN INTEREST.   Except with the express written consent of the 

		

other parties hereto, this Agreement shall not be assignable or otherwise transferred in whole or in 

		

part.  This Agreement shall inure to the benefit of and be binding upon the parties and their 

		

respective successors.  Nothing in this Agreement, express or implied, is intended to confer upon any 

		

other person any rights or remedies under or by reason of this Agreement.

			

		

SECTION 14.  SEVERABILITY.  The invalidity of any portion hereof shall not affect the 

		

validity, force or effect of the remaining portions hereof.

			

		

SECTION 15.  FURTHER ASSURANCES.    Shareholders and AOXY shall execute and deliver or 

		

cause to be executed and delivered such additional instruments, and take such other actions as the 

		

other party may reasonably request in writing in order to effectuate the purposes of this Agreement.

		

Remainder of Page Left Intentionally Blank

			

			

			

			

		

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

			

			

		

SHAREHOLDERS:   

			

			

		

Signature               Date

		

 /sDan Sommer/
Henistone Projects Ltd.

		

2 Eastglade Northwood Middlesex HA6  3LD

		

United  Kingdom

		

/s/Dan Sommer/s/
Logical  Management  UK Ltd.

		

4 Bury Farms Old  Amersham

		

Buckinghanshire HP7  OSJ

		

United  Kingdom

		

/s/Aage Madsen/s/
Borkwood  Developments Ltd.

		

103 Kingsway London
United Kingdom

		

Henistone Projects Ltd:

		

Directors: Ben Weiner, 4 Bury Farms, Old Amershvm, Buckinghamshire, HP7 OSJ, United Kingdom

		

Secretary: Dan Sommer,  Søtoften 10, Tårnet, 8660 Skanderborg, Denmark

		

Beneficial Owner:   Edith Madsen, Sdr. Brogade 99, 8700 Horsens, Denmark

			

		

Logical Management Ltd:

		

Directors: Ben Weiner, 4 Bury Farms, Old Amershvm, Buckinghamshire, HP7 OSJ, United Kingdom

		

Secretary: Dan Sommer,  Søtoften 10, Tårnet, 8660 Skanderborg

		

Beneficial Owner: Johs. Nielsen, Kongens Gavevej 24, 3200 Helsinge, Denmark   

			

		

Borkwood Development Ltd:

		

Directors: Hanna Van Breukelen, Amsterdam, Nederlands.

		

Secretary. Aage Madsen, Voervadsbro, Skanderborg, Denmark

		

Beneficial owner: Aage Madsen, Voervadsbro, Skanderborg, Denmark

			

		

Advanced Oxygen Technologies, Inc.

			

			

		

By:     /s/ Robert E. Wolfe /s/

		

Robert E. Wolfe, Chairman

			

			

		

Schedule 4(a)

		

Subsidiaries of Advanced Oxygen Technologies, Inc.

			

		

IP Service ApS.

			

			

			

			

			

		

EXHIBIT III

                              STOCK ACQUISITION AGREEMENT

		

                                    APRIL 27, 2005

			

			

		

                             FOR: 100 % IP SERVICES ApS STOCK

			

		

                                      BETWEEN:

			

		

                          THE SHAREHOLDERS OF IP SERVICES, ApS

			

		

                                          AND

			

		

                                     SECURAS, LTD.

			

			

		

Table of Contents

			

		

STOCK ACQUISITION AGREEMENT                                   3

		

1. RECITALS.                                           3

		

2. CONSTRUCTION & INTERPRETATION.                           3

		

3. DEFINITIONS.                                           3

		

4. PURCHASE AND SALE; CLOSING.                           4

		

5. PURCHASE PRICE                                           5

		

6. DELIVERIES                                           6

		

6.1. SHAREHOLDERS DELIVERIES                                   6

		

6.2. BUYER'S DELIVERIES.                                   6

		

7. REPRESENTATIONS AND WARRANTIES                           6

		

7.1. BUYER REPRESENTS, WARRANTS, COVENANTS AND AGREES AS FOLLOWS: 6

		

7.2. THE SHAREHOLDERS REPRESENT, WARRANT, COVENANT AND AGREE AS FOLLOWS: 7

		

9. INDEMNIFICATION.                                  10

		

10. TAXES.                                                  10

		

11. COSTS AND EXPENSES                                  11

		

12. BROKERS, FINDERS OR COMMISSIONS                          11

		

13. CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS                  11

		

14. MISCELLANEOUS PROVISIONS                          11

		

SIGNATURES: 14

		

EXHIBITS 15

		

SCHEDULE 1 15

		

DELIVERED DOCUMENTS 15

		

EXHIBIT A 17

		

SHAREHOLDERS 17

		

EXHIBIT C 17

		

AUDITED FINANCIAL STATEMENTS 17

		

EXHIBIT D 17

		

LEASE 17

		

EXHIBIT E 17

		

US PERSON 17

		

EXHIBIT K 19

		

LIABILITIES 19

		

EXHIBIT L 19

		

EXCLUDED ASSETS/EXCLUDED LIABILITIES 19

			

			

			

		

STOCK ACQUISITION AGREEMENT

		

THIS STOCK ACQUISITION AGREEMENT (this "Agreement") is dated as of April 27, 2005,

		

among: (i) SecurAs, Ltd., a Delaware corporation ("Buyer"); and (ii) the shareholder(s) as listed on 

		

Exhibit A herein (collectively, the "Shareholders").

		

1. Recitals.

		

1.1. The Shareholders own One Hundred (100) percent of the issued and outstanding shares of 

		

the capital stock (the "Parent Equity") of IP Service ApS, a Denmark corporation IPS") in 

		

the amounts as listed on Exhibit A.

		

1.2. IPS owns no subsidiaries, in whole or in part, as listed on Exhibit Q "Subsidiaries". For 

		

purposes of this Agreement, IPS  shall be referred to  as the "Company" or the "Companies."

		

1.3. The Companies are engaged in the business of Network Security and software security 

		

systems (the "Business").

		

1.4. The Shareholders wish to sell and the Buyer wishes to purchase all of the Parent Equity, 

		

(collectively the "Shares"), pursuant to the terms and conditions of this Agreement.

		

1.5. In consideration of the mutual benefits and covenants contained herein, and subject to the 

		

terms and conditions set forth herein, the parties hereto voluntarily enter into this Agreement.

			

		

2. Construction & Interpretation.

		

2.1. All documents referred to in this Agreement as "Schedules" and "Exhibits" are hereby 

		

incorporated by such reference as a part of this Agreement as though set forth in full at the 

		

point of such reference.

		

2.2. Whenever in this Agreement there appears the locative adverbs "herein", "hereunder", 

		

"herein below", "herein above", "under this Agreement", or any substantially similar adverb 

		

or phrase, the same shall be deemed to refer to this Agreement in its entirety and not to any 

		

specific article, section, subsection, subpart, paragraph or subparagraph.

		

2.3. As used herein, the terms "in this Agreement," "under this Agreement" or substantially 

		

similar terms, encompass not only the four corners of this Agreement, but also mean, refer to 

		

and include all exhibits, schedules, or ancillary documents attached hereto.

			

		

3. Definitions.

		

3.1. In addition to any other terms or phrases which may be defined herein, the following 

		

definitions shall apply to and govern this Agreement:

		

3.1.1. "Affiliate" shall mean (i) a person or entity that, directly or indirectly, through one or 

		

more intermediaries controls or is controlled by, or is controlled by a person or entity 

		

that controls such person or entity; (ii) any trust or estate in which such person or entity 

		

has a beneficial interest or as to which such person serves as a trustee or in another 

		

fiduciary capacity; (iii) any spouse, parent or lineal descendent of such person or entity 

		

and (iv) an affiliate as defined by the Securities Act of 1933, as amended.  As used in 

		

this definition, "control" shall mean possession, directly or indirectly, of power to direct 

		

or cause the direction of management or policies, whether through ownership of 

		

securities, partnership or other ownership interest, by contract or otherwise.

		

3.1.2. "Ancillary Documents" shall mean the Employee Contract(s), Covenant of Non 

		

Competition, other agreements, opinions, and instruments or documents (together with 

		

any exhibits or schedules attached thereto) contemplated by, required by or referred to 

		

in, this Agreement for the consummation of the transactions contemplated hereby.

		

3.1.3. 'Asset Appraisal' shall mean the independent market appraisal of the Assets 

		

conducted by an appraiser acceptable to the Buyer as of  and as amended, reflected in 

		

the Audited Financial Statements, together with any exhibits or schedules annexed 

		

thereto.

		

3.1.4. 'Asset Purchase Agreement' shall mean that there is no Agreement for Purchase & 

		

Sale of Specified Business Assets among Buyer and the Company and that all Assets of 

		

the Company will remain in the Company except as provided in Exhibit L and Exhibit 

		

K.

		

3.1.5. "Assets" shall mean the furniture, fixtures, equipment, property, vehicles and other 

		

tangible personal property of the Companies.

		

3.1.6. "Audited Financial Statements" attached hereto as Exhibit C, means:

		

3.1.6.1. The unqualified audited financial statements of the Companies for the periods 

		

ending 30-Jun-04, 31-Jen-03, 31-Jun-02, all  prepared in accordance with 

		

generally accepted accounting principles by independent certified public 

		

accountants/auditors  acceptable to Buyer, and

		

3.1.7.  "Closing" and "Closing Date" shall have the meanings specified in Section 4.4 

		

hereof.  

		

3.1.8. "Delivered Documents" shall mean the documents and materials listed on Schedule 1.

		

3.1.9.  "Excluded Assets" and/or "Excluded Liabilities"  shall mean those assets and rights 

		

listed on Exhibit L and the liabilities listed on Exhibit L respectively.

		

3.1.10. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 

		

amended.

		

3.1.11. "Lease" or "Leases" shall mean, collectively all those property, office, space or other 

		

facility(ies) lease(s), including but not limited to that certain lease(s) executed by the 

		

Company(ies) each providing for the lease of the Companies' facilities, true copies of 

		

which are attached hereto as Exhibit D.

		

3.1.12. "Lease Contracts" shall mean the equipment lease contracts executed by the 

		

Companies as listed on Exhibit M.

		

3.1.13.  "Liability" or "Liabilities" shall mean any liability, obligation, loss or contingency, 

		

whether known or unknown, asserted or unasserted, absolute or contingent, accrued or 

		

un-accrued, liquidated or un-liquidated, and whether due or to become due, regardless 

		

of when asserted or arising, listed on Exhibit K attached hereto and made a part hereof, 

		

attached hereto and made a part hereof.

			

			

		

4. Purchase and Sale; Closing.

		

4.1. Purchase of the Shares.  Subject to the terms and conditions of this Agreement the 

		

Shareholders hereby agree to sell, transfer and deliver to Buyer, and Buyer hereby agrees to 

		

purchase, the Shares. 

		

4.2. Certain Assets and Liabilities.  Prior to the Closing Date and consummation of the 

		

purchase and sale of the Shares contemplated hereby, and subject to the terms and conditions 

		

of this Agreement, the Shareholders shall retain and assume, as the case may be, pursuant to 

		

the agreements and instruments (including instruments of conveyance) reasonably acceptable 

		

to the Shareholders and Buyer, the assets and rights listed on Exhibit L and the Liabilities 

		

listed on Exhibit K.  All costs and expenses incurred in connection with the transfer to the 

		

Shareholders of the Excluded Assets and Excluded Liabilities as contemplated by this 

		

Section 4.2 shall be for the account of and shall be paid by the Shareholders, and the 

		

Shareholders shall pay and discharge and indemnify Buyer and hold Buyer harmless from 

		

and against, all such costs and expenses, including all transfer or stamp duty taxes, if any, 

		

due and payable in connection of the transfer of the Excluded Assets and Excluded 

		

Liabilities.   Notwithstanding any other provision in this Agreement, Buyer neither assumes 

		

nor shall be obligated to pay, perform or discharge any obligations or liabilities of the 

		

Shareholders or the Companies, in connection with any of the Excluded Assets or the 

		

Excluded Liabilities, whether known or unknown, fixed, contingent or otherwise, any 

		

liability or obligation of the Shareholders or the Companies for taxes of any kind with 

		

respect to the Subsidiaries for periods prior to the Closing Date.

		

4.3. No Assumption of Liabilities by Buyer. Notwithstanding any other provision in this 

		

Agreement, Buyer neither assumes nor shall be obligated to pay, perform or discharge any 

		

obligations or liabilities of Shareholders or Company, other than described herein in Exhibit 

		

K and Exhibit C, whether known or unknown, fixed, contingent or otherwise, including 

		

without limitation, any liability or obligation of Shareholders for taxes of any kind with 

		

respect to the Company for periods prior to the Closing Date. 

		

4.4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") 

		

will take place at a location mutually acceptable to the parties, no later than the earlier of (i) 

		

April 27, 2005 and (ii) three (3) business days after the expiration or early termination of the 

		

waiting period under the HSR Act (if applicable), or such other day mutually acceptable to 

		

the parties hereto (in each parties' sole and absolute discretion) following the date on which 

		

all such conditions shall have been met (the "Closing Date").  In the event that the Closing 

		

has not occurred by April 27, 2005, for any reason, either Buyer or the Shareholders may 

		

terminate this Agreement.  In addition, notwithstanding anything else in this Agreement to 

		

the contrary, the parties hereto mutually understand and agree that the Closing shall be 

		

conditioned upon the closing of the transactions contemplated under the Asset Purchase 

		

Agreement.

		

4.5. HSR Act Notification.  Unless the notification and report referred to in this sentence shall 

		

have been filed prior to the execution hereof or unless such notification and report shall be 

		

deemed by the parties hereto not to be required by the HSR Act, the parties hereto, as 

		

promptly as practicable, but in no event later than five (5) business days after the date of this 

		

Agreement, file with the Federal Trade Commission (the "FTC") and the Antitrust Division 

		

of the Department of Justice (the "Antitrust Division") the notification and report form 

		

required for the transactions contemplated hereby pursuant to the HSR Act and request early 

		

termination of the statutory waiting period thereunder. The parties hereto shall furnish to 

		

each other such necessary information and reasonable assistance as may be requested in 

		

connection with the preparation of any filing required to be made under the HSR Act, and 

		

shall use all reasonable efforts to respond as promptly as practicable to all inquiries received 

		

from the FTC or the Antitrust Division for additional information or documentation and to 

		

obtain as promptly as practicable any clearance required under the HSR Act for the 

		

transactions contemplated hereby. Shareholders agree to pay any and all filing fees, 

		

notification fees and costs, or other costs associated with compliance of the HSR Act.

			

			

		

5. Purchase Price 

		

5.1. The purchase price for the Shares (the "Purchase Price") shall be Seven Hundred and Fifty 

		

Thousand Dollars ($750,000.00), payable in cash, cash equivalents, securities, bonds, notes, 

		

or other compensation acceptable to the Shareholders, as further defined in 5.2 below or 

		

otherwise agreed to in writing by the parties hereto.

		

5.2. The Purchase Price shall consist of the following compensation:

		

5.2.1. Cash, or 

		

5.2.2. Royalties: Until such time that the entire Purchase Price is paid, the Buyers will pay 

		

the Shareholders a Royalty ("Royalty" or "Royalties") derived from all revenue from IP 

		

Service ApS or its products with the following conditions:

		

5.2.2.1. The Royalty shall be 33.33% of all revenue derived from or associated with IP 

		

Service ApS or any of its products,

		

5.2.2.2. The Buyer will pay the Royalty quarterly to the Shareholders on the 10th day 

		

following each calendar quarter, 

		

5.2.2.3. The Buyer will deliver to the Shareholder annually  on Jan 20th of each year, a 

		

certified audit of the revenues of IP Service ApS, and

		

5.2.2.4. The Buyer will permit the Shareholders to conduct an independent audit of IP 

		

Service ApS at any time.

		

6. Deliveries

		

6.1. Shareholders Deliveries

		

 Against delivery of the Purchase Price by the Escrow Agent, and as a condition precedent to 

		

Buyer's obligation to consummate the transactions contemplated hereunder, the Shareholders 

		

shall sell, assign, transfer and deliver to Buyer, or Escrow Agent, and simultaneous with the 

		

Escrow Agent's delivers hereinafter specified, all of their respective right, title and interest in and 

		

to all of the Shares.  In furtherance thereof, as a condition precedent to Buyer's obligation to 

		

consummate the transactions contemplated hereunder, the Shareholders shall deliver to Buyer on 

		

or before the Closing Date the following:

		

 6.1.1   Stock Certificates or other acceptable title representing 100% of the stock of IP Service 

		

ApS.

			

		

6.2. Buyer's Deliveries.  

		

As a condition precedent to the Shareholders' obligation to consummate the transactions 

		

contemplated hereunder, Buyer shall deliver to the Escrow Agent on or before the Closing Date 

		

the following:

		

6.2.1. Purchase Price;

		

6.2.2. All documentation which, in the reasonable opinion of the Shareholders' counsel, is 

		

reasonably necessary to consummate the transactions contemplated herein; and

		

6.2.3. All other documents to be executed by Buyer as described herein.

			

			

		

7. Representations and Warranties

		

7.1. Buyer represents, warrants, covenants and agrees as follows:

		

7.1.1. Organization.  Buyer is a corporation duly organized, validly existing, and in good 

		

standing under the laws of the Great Britain, England and has full corporate power and 

		

authority to conduct its business as and where its business is now conducted. 

		

7.1.2. Authority.  Buyer has full right, power, authority and capacity to execute and deliver 

		

this agreement and any other documents and instruments required to be executed and 

		

delivered hereunder, and to perform its obligations under this Agreement and the other 

		

documents and instruments executed and delivered in connection herewith.  Buyer's 

		

execution and delivery of and performance under this Agreement has been duly 

		

authorized by all necessary corporate action of Buyer and this Agreement constitutes the 

		

valid and binding obligation of Buyer, enforceable against it in accordance with its 

		

terms, except as may be limited by bankruptcy, insolvency or other similar laws 

		

affecting the enforcement of creditors' rights generally and subject to general principles 

		

of equity. 

		

7.1.3. No Conflict. The execution, delivery and performance of this Agreement and the 

		

Ancillary Documents by the Buyer, and the consummation of any of the transactions 

		

contemplated thereby, by Buyer will not (i) violate any constitution, statute, regulation, 

		

rule or other restriction of any government or government agency to which the Buyer is 

		

subject; (ii) violate or conflict with any provision of the Articles of Incorporation or 

		

bylaws of Buyer; (iii) conflict with, or result in the breach or termination of, or 

		

constitute a default under, any agreement, commitment or other instrument, or any 

		

order, judgment or decree, to which Buyer is a party or by which it is bound; or (iv) 

		

permit the acceleration of the maturity of any indebtedness of, or any indebtedness 

		

secured by the property of, Buyer.

		

7.1.4. Corporate Form.  Neither the shareholders nor the board of directors of Buyer have 

		

considered any action which would result in a change in Buyer's corporate form 

		

(including merger and dissolution) nor are there any facts or circumstances presently in 

		

existence on which basis a reasonable person would have reason to believe that such 

		

action would be likely to be taken.

		

7.1.5. Receipt of Delivered Documents.  Buyer acknowledges its receipt from the 

		

Shareholders, on or prior to the date hereof, of the Delivered Documents listed on  

		

Schedule 1 attached hereto.

		

7.1.6. Consent. No consent, notification, approval or authorization of, or designation, 

		

declaration or filing with, any governmental authority or any other party is required in 

		

connection with the execution, delivery and performance of this Agreement and the 

		

Ancillary Documents on the part of Buyer. 

			

		

7.2. The Shareholders represent, warrant, covenant and agree as follows:

		

7.2.1. Organization.  IP Service ApS is a corporation duly organized, validly existing and 

		

in good standing under the laws of the State of Denmark. IP Service ApS has full 

		

corporate or company power and authority to conduct its Business as in where its 

		

Business is now conducted.

		

7.2.2. Capitalization.  As of the date hereof, the authorized capital stock of IP Service ApS 

		

is 125 shares of common stock with a par value of 1,000 DKK  per share, of which 125 

		

shares are issued and outstanding, and (ii) 0 shares of preferred stock.  All the Shares 

		

have been duly authorized and validly issued, and are fully paid and non-assessable.  As 

		

of the Closing Date, there will be no outstanding subscription rights, warrants, options, 

		

conversion rights or other rights or agreements of any kind whatsoever entitling any 

		

person or entity to purchase or acquire any interest in any of the Shares.  As of the 

		

Closing Date, there will be no agreement between any Shareholder and any other person 

		

or entity with respect to the voting and transfer of the Shares or the control of the 

		

Companies other than a buy/sale agreement among the Shareholders, which shall be 

		

terminated as of the Closing Date.  None of the Shares have been issued in violation of 

		

any federal, state or other applicable law pertaining to the issuance of securities in 

		

violation of any rights, preemptive or otherwise, of any person or entity.

		

7.2.3. Subsidiaries. IP Service ApS does not own any Subsidiaries, in whole or part.

		

7.2.4. Authority.  The Shareholders and the Companies as the case may be have full right, 

		

power, authority and capacity to execute this Agreement and all other agreements and 

		

instruments to be executed herewith, and to perform their obligations under this 

		

Agreement and any other agreements to be executed and delivered herewith.  This 

		

Agreement and the other agreements and instruments to be executed and delivered in 

		

connection herewith constitute valid and legally binding obligations of the Shareholders, 

		

and the Companies as the case may be, enforceable in accordance with their terms, 

		

except as maybe limited by bankruptcy, insolvency or other similar laws affecting the 

		

enforcement of creditors' rights generally and subject to general principals of equity.

		

7.2.5. No Conflict.  The execution, delivery and performance of this Agreement and the 

		

Ancillary Documents by the Shareholders and the Companies shall not: (i) violate any 

		

constitution, statute, regulation, rule or other restriction of any government or 

		

government agency to which the Shareholders or the Company are subject; (ii) violate 

		

or conflict with any provision of the articles of incorporation or bylaws of the 

		

Companies or articles of organization (as applicable) of the Companies; (iii) result in 

		

the breach or termination of, or constitute a default under, any agreement, commitment 

		

or other instrument, or any order, judgment or decree, to which the Shareholders and the 

		

Companies as the case may be, are a party or by which they are bound including but not 

		

limited to: present or future, all labor union contracts, employment agreements, 

		

construction contracts, bonding, municipal or government contracts or (iv) permit the 

		

acceleration of the maturity of any indebtedness of Shareholders or the Companies, or 

		

any indebtedness secured by the Shareholders, the Companies or the Assets of the 

		

Companies.

		

7.2.6. Consent.  No consent, notification, approval or authorization of, or designation, 

		

declaration or filing with, any governmental authority or any other party is required in 

		

connection with the execution, delivery and performance of this Agreement and the 

		

Ancillary Documents on the part of  the Shareholders or the Companies. 

		

7.2.7. Title to Stock.  The Shareholders have, and as of the Closing Date will have, good 

		

and marketable, unencumbered, legal and beneficial title to the Shares, free and clear of 

		

all mortgages, security interests, conditional sales agreements, charges, pledges, claims 

		

or encumbrances of any kind.  As of the Closing Date, the Companies shall have good 

		

and marketable  and unencumbered title to their respective Assets, free and clear of any 

		

liens or encumbrances resulting from any taxes arising in any period up to the Closing 

		

Date, other than those listed in Exhibit K.

		

7.2.8. Litigation.  There are no actions, claims, creditors' proceedings, arbitrations or 

		

government investigations or other administrative or judicial proceedings pending or, 

		

threatened, against or affecting any of the Companies, or assigns, before any court, 

		

administrative agency or arbitration panel, and there are no orders, decrees or judgments 

		

pending or entered against any of the Companies or the Assets.  There are no violations 

		

of any law or governmental rule or regulation pending or, threatened against the 

		

Subsidiaries or the Assets.  The Companies have complied with all laws and 

		

governmental rules and regulations applicable to the Business or the Assets.

		

7.2.9. Financial Condition.

		

7.2.9.1. The financial statements, balance sheets and other information pertaining to the 

		

Companies set forth in Exhibit C hereto are true, correct and complete as of the 

		

dates and for the periods set forth therein; have been prepared in accordance with 

		

generally accepted accounting principles consistently applied; and fairly represent 

		

the financial position of the Companies at such dates and for such periods.

		

7.2.9.2. Since the date of the Audit Financial Statements, there has been no material 

		

adverse change in the financial condition, Assets or Liabilities of the Companies, 

		

other than minor changes in the ordinary course of business, none of which either 

		

single or in the aggregate have had a materially adverse effect on the Companies. 

		

7.2.10. No Other Agreements.  Other than set forth in this Agreement, the Companies have 

		

not entered into, and the Companies and the Assets are not subject to, any:  (i) written 

		

contract or agreement for the employment of any employee of the Company; (ii) 

		

contract with any labor union or guild; (iii) similar contract or agreement affecting or 

		

relating to the Company and the Company's Assets other than the Company's 401K 

		

Plan or as disclosed herein or (iv) any other agreement that would adversely affect the 

		

Companies' financial statements.

			

		

7.2.11. Collective Bargaining/Employee Benefits. The Companies' collective bargaining 

		

agreements, employment pension(s)/agreements, employment benefit agreements/plans, 

		

union agreements, or other similar agreements of the Company are true, complete and 

		

correct and will not have an adverse impact in the present or future on the Company's 

		

financial statements.  

		

7.2.12. Bonding/Credit Capacity. The Companies' bonding, bonding agreements, retention 

		

agreements, municipal contracts, government contracts, client contracts, vendor 

		

agreements, construction agreements, credit facilities, line(s) of credit, and all other 

		

agreements are true, complete  and correct and represent the Company's contractual 

		

obligations and credit position in total and will not be adversely impacted, discontinued, 

		

canceled, voided, or otherwise be altered by executing the transactions contemplated 

		

herein and will continue in full force and effect subsequent to the execution of this 

		

Agreement.

		

7.2.13. Contract Compliance.  The Companies' respective obligation(s) under any contract 

		

or agreement reflected in the Audited Financial Statements or comprising the  Delivered 

		

Documents or Ancillary Documents (as applicable) has been complied with by the 

		

applicable Company in accordance therewith and has had no material change or adverse 

		

effect in such contract or agreement.

		

7.2.14. Investment Purposes:  Each Shareholder is acquiring the BUYER Shares for 

		

investment, for its own account,  and not with a view to, or for resale in connection 

		

with, any distribution of any part thereof.  Each Shareholder acknowledges that the 

		

Buyer is issuing the BUYER Shares hereunder in reliance upon an exemption from the 

		

registration provisions of the Securities Act of 1933, as amended (the AAct@) which 

		

depends upon, among other things, the bona fide nature of the investment intent and 

		

accuracy of such Purchaser=s representations as expressed herein.  Each Shareholder is 

		

able to fend for itself, can bear the economic risk of this investment and has such 

		

knowledge and experience in financial or business matters that it can evaluate the merits 

		

and risks of the investment.  Each Shareholder is an " accredited investor"  within the 

		

meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

		

7.2.14.1. Except as set forth in this Agreement, no representations or warranties, oral or 

		

otherwise, have been made to Shareholders, including without limitation, any 

		

representations concerning the future prospects of BUYER, any employees or 

		

affiliates of the Buyer or by any other person whether or not associated with this 

		

transaction and in entering into this transaction Shareholder is not relying upon 

		

any information.

		

7.2.14.2. Without in any way limiting the representations set forth above, 

		

Shareholder(s) further agrees not to make any disposition of all or any portion of 

		

the BUYER Shares that constitutes "restricted securities" delivered pursuant 

		

hereto unless (1) there is then in effect a Registration Statement under the Act 

		

covering the proposed disposition and disposition is made according to the 

		

Registration Statement; or (2) the transferee has agreed in writing for the benefit of 

		

BUYER to be bound by the restrictions set forth in this section, to the extent 

		

applicable; and each Shareholder has furnished BUYER with an opinion of 

		

counsel, reasonably satisfactory to BUYER,  that such disposition will not require 

		

registration of the BUYER Shares under the Act.  Each Shareholder is not a US 

		

Person (as that term is defined in Exhibit E attached hereto).  

		

7.2.15. Each Shareholder acknowledges that BUYER has not solicited this offer to transfer 

		

the BUYER Shares within the United States and that the transfer of the BUYER Shares 

		

will not take place within the United States (for this purpose, the "United States" means 

		

the Unites States of America, its territories and possessions, and any state of the United 

		

States and the District of Columbia).  Each Shareholder also acknowledges that the 

		

BUYER Shares have not been registered under the laws of any other country or 

		

jurisdiction and that BUYER takes no responsibility for complying with any such laws.

		

8. Survival.  All representations and warranties contained in Sections 7.1 and 7.2 of this Agreement 

		

shall survive the Closing Date for a period of Seven Years years after the Closing Date; provided, 

		

however, the representations and warranties set forth in Section 7.2.7  and 7.2.19 of this 

		

Agreement shall survive indefinitely.

			

		

9. Indemnification. 

		

9.1. Indemnity by Buyer.  Buyer shall indemnify, defend and hold harmless the Shareholders 

		

from and against and in respect to any loss, claim, damage, liability or expense, (including 

		

reasonable attorneys fees) (each a "Loss") resulting to any Shareholder, either directly or 

		

indirectly, from: (i) any breach by Buyer of any of the representations and warranties set 

		

forth in Section 7.1 above, and (ii) Buyer's failure to fulfill any covenant or agreement 

		

contained in this Agreement, and (iii) all liabilities and obligations set forth on Exhibit C or 

		

Exhibit K. This Indemnity shall be absolutely without personal recourse to or personal 

		

liability of any shareholder, director or officer of the Buyer.

		

9.2. Indemnity by the Shareholder(s).  The Shareholders shall jointly and severally indemnify, 

		

defend and hold harmless Buyer from and against and in respect to any Loss that Buyer shall 

		

incur or suffer or which shall arise from or relate to any claim or cause of action by any party 

		

with respect to any Loss resulting to Buyer, either directly or indirectly, from: (i) any breach 

		

by the Shareholders of the representations and warranties set forth in Section 7.2 above, (ii) 

		

the Shareholders' failure to fulfill any covenant or agreement contained in this Agreement, 

		

(iii) liabilities or obligations not set forth on Exhibit C or Exhibit K, and (iv) any of the 

		

Excluded Assets and Excluded Liabilities.

		

9.3. Notice to Indemnifying Party.  Either party claiming a right to indemnification hereunder 

		

(the "Indemnitee") shall promptly notify in writing the other party hereto (the "Indemnitor") 

		

of the existence of any claim, demand or other matter to which its indemnification 

		

obligations hereunder would apply (each a "Claim"), and shall give it twenty (20) days to 

		

elect to defend the same at its own expense and with counsel of its own selection. Should the 

		

Indemnitor elect to defend the same at its own expense, the Indemnitor shall have the 

		

absolute right to compromise or settle such claim, demand or other matter in its sole 

		

discretion. If the Indemnitor fails within twenty (20) days after receipt of such notice to 

		

defend the same, the other party hereto shall, in addition to any other rights it may have, at 

		

law or in equity, have the right to undertake the defense of and compromise or settle the 

		

claim, demand or other matter.

			

		

10. Taxes.

		

10.1. The Shareholders hereby expressly assume responsibility for the payment of, and shall 

		

timely pay any and all sales and use taxes and assessments imposed by any governmental 

		

authority as well as any transfer fees, assumption fees and the like, if any, that may become 

		

due as a consequence of the transactions under this Agreement. 

		

10.2. The Shareholders hereby expressly assume responsibility for the payment of, and shall 

		

timely pay any and all taxes of the Companies that are due and payable prior to the Closing 

		

Date, including but not limited to sales and use taxes, withholding taxes, payroll taxes, 

		

income taxes, franchise taxes, state taxes, federal taxes or other taxes owed by the 

		

Companies that may be due and assessable for the periods prior to the Closing Date even if 

		

such assessment of liability becomes due and payable subsequent to the Closing Date.

			

		

11. Costs and Expenses 

		

11.1. Except as specifically stated herein, each party shall bear its own expenses, 

		

including expenses of counsel, with respect to this Agreement and the transactions 

		

contemplated hereby. 

			

			

			

			

		

12. Brokers, Finders or Commissions

		

12.1. Each of the parties to this Agreement represents and warrants to the other that all 

		

negotiations relating to this Agreement and the transactions contemplated hereby have been 

		

carried on by them individually, by their counsel, consultants or by officers of counsel or 

		

consultants for the other party and they have not dealt with or employed any broker or finder 

		

in connection with or on account of this Agreement or any transaction herein contemplated 

		

and insofar as they have knowledge, except for fees of the parties' respective counsel, 

		

consultants and financial advisors for which each party is responsible, no broker, consultant 

		

or finder is entitled to any commission or broker's or finder's fee in connection with or as a 

		

consequence of any of the transactions contemplated by this Agreement  .

			

		

13. Confidentiality; Public Announcements

		

13.1. Each party hereto agrees that it will not, without the prior written consent of the other 

		

party, disclose to any third party, directly or indirectly, any trade secrets or confidential data 

		

relating to such other party, or the business of such other party, as a result of the transactions 

		

contemplated by this Agreement.  No public announcement or press release concerning the 

		

transactions contemplated herein shall be made at any time by the Buyer, the Shareholders or 

		

any of the Companies or unless by mutual written consent or otherwise required by law.

			

			

		

14. Miscellaneous Provisions

		

14.1. Exclusivity of Presentations and Warranties; Relationship between the Parties. The 

		

parties hereto agree that this is an arm's length transaction in which the parties' undertakings 

		

and obligations are limited to the performance of their obligation under this Agreement.  

		

Buyer acknowledges that it is a sophisticated investor, that it is undertaken and that the 

		

Shareholders have given Buyer such opportunities as it is requested to undertake,  full 

		

investigation of the Business (including the Assets and the Companies' books and records), 

		

that it has only a contractual relationship with the Shareholders, solely on the terms of this 

		

Agreement, that there is no special relationship of trust or reliance between Buyer and the 

		

Shareholders.

		

14.2. Further Assurances.  The parties hereto each agree that they shall execute and, if 

		

appropriate, acknowledge, without any additional consideration, any and all additional and 

		

other documents, instruments and writings which may be necessary to, or which would 

		

reasonably facilitate, the vesting in Buyer of good and marketable title to the Shares as 

		

provided herein and to carry out the purposes of this Agreement, including specifically the 

		

Covenant of Non-Competition.

		

14.3. Attorney's Fees & Costs.  In the event that any action or other formal proceeding is 

		

instituted to enforce or interpret any part of this Agreement, the party prevailing in such 

		

action or proceeding shall be entitled to recover, in addition to the prevailing party's costs of 

		

suit, such attorneys' fees as the presiding tribunal deems to have been reasonably incurred by 

		

the prevailing party.

		

14.4. Binding Agreement. All terms, conditions and covenants to be observed and 

		

performed by the parties hereto shall be applicable to and binding upon their respective 

		

agents, servants, heirs, executors, administrators, affiliates, subsidiaries, associates, 

		

employees, successors and assigns.

		

14.5. Captions.  All captions (paragraph headings) set forth in this Agreement are inserted 

		

only as a matter of convenience and for reference, and shall not be construed to define, limit, 

		

interpret, prescribe or describe the scope or intent of this Agreement, meaning, and shall not 

		

be considered for such purposes, or any part hereof, nor affect it.

		

14.6. Counterparts. This Agreement may be executed in any number of counterparts, 

		

including by means of facsimile signatures, each of which shall be deemed an original but all 

		

of which, when taken together, shall constitute one and the same document.

		

14.7. Entire Agreement. This Agreement, together with all Ancillary Documents, 

		

Schedules and Exhibits, is an integrated document containing and expressing all terms, 

		

covenants, conditions, warranties and agreements of the parties hereto relating to the subject 

		

matter hereof.  All prior negotiations and agreements by and among the parties hereto with 

		

respect to the subject matter hereof are superceded by this Agreement and the Ancillary 

		

Documents, and there are no representations, warranties, understandings or agreements with 

		

respect to the subject matter hereof other than those expressly set forth herein or in any 

		

Exhibit or Schedule delivered in connection herewith or therewith.

		

14.8. Amendment Only by Writing. This Agreement cannot be amended, altered or 

		

modified, except in writing signed by the parties hereto.

		

14.9. Definition of Writing.  All references in this Agreement to "written" consents, 

		

notices or other documentation required to be given, received or obtained, shall mean a 

		

writing (printed, typewritten or handwritten) actually signed by the party giving such 

		

consent, notice or otherwise, with the intent to give such consent, notice or otherwise, free 

		

from duress, undue influence, fraud and coercion.

		

14.10. Gender; Plural and Singular. Whenever required by the context hereof, the singular 

		

shall be deemed to include the plural, the plural shall be deemed to include the singular, the 

		

masculine the feminine, and the neuter gender shall be deemed to include the others.

		

14.11. Governing Law.  This Agreement shall be interpreted, construed and governed by, in 

		

accordance with and consistent with the laws of the State of New York  which shall apply in 

		

all respects, including statutes of limitations, to any disputes or controversies arising out of 

		

or pertaining to this Agreement.

		

14.12. Neither Party to be Deemed Drafter.  This Agreement is to be deemed to have been 

		

prepared jointly by the parties hereto and any uncertainty or ambiguity existing herein shall 

		

not be interpreted against either party on the basis that such party was the drafter hereof, but 

		

instead shall be interpreted according to the application of rules for the interpretation of 

		

contracts, if such an uncertainty or ambiguity exists.

		

14.13. Notices.  Any notice required or permitted to be given hereunder shall be so given by 

		

registered or certified (return receipt requested) United States Postal Service mail, postage 

		

prepaid, unless a notice transmitted in said manner is returned to the sender as unclaimed, 

		

refused or undeliverable, or unless the party giving notice has a good faith reason to believe 

		

that a notice transmitted in said manner will be so returned, in which case such notice may 

		

be given, at the sender's option, by personal service or by first class mail provided that such 

		

alternative method is effectuated by a disinterested party who attests thereto by a written 

		

declaration under penalty of perjury.  Any such notice shall be addressed to or delivered to 

		

the recipient as follows:

			

		

In the case of: Addressed to:

		

14.13.1. SHAREHOLDERS:

		

 See Exhibit A

			

		

14.13.2. BUYER :

		

SecurAs, Ltd. , 7 Stewards Court, Carlisle Close, Kingston Upon Thames, 

		

SURREY KT2 7AU, UK 

		

In the event that notice is transmitted by U.S. Mail, such notice shall be deemed to have been 

		

received by the addressee and service thereof shall be effective, five (5) days following 

		

deposit thereof with the United States Postal Service, or upon actual receipt, whichever first 

		

occurs, unless the address for delivery is not within one of the United States or its territories 

		

or possessions, in which case service shall be elective seven (7) days following deposit, or 

		

upon actual receipt whichever first occurs. A party may change the above specified address 

		

by giving the other party notice of the new address in the manner above-prescribed for all 

		

notices.

		

14.14. Relationship of Parties.   Neither party to this Agreement shall be deemed, in any 

		

way, nor construed to be, the partner, joint venturer, agent, employee or servant of the other, 

		

their entire relationship being that of seller and buyer only, as independent contracting 

		

parties.

		

14.15. Severability.  In the event that any term, provision, clause, article, condition or other 

		

portion of this Agreement, Ancillary Documents, the Schedules or Exhibits is determined to 

		

be invalid, void or unenforceable by a forum of competent jurisdiction, the same shall not 

		

affect any other term, provision, clause, article, condition or other portion hereof and the 

		

remainder of this Agreement shall remain in full force and effect, as if such invalid, void or 

		

unenforceable term, provision, clause, article, condition or other portion of this Agreement 

		

did not appear herein.

		

14.16. Interdependence.  It is understood and agreed that terms and conditions of this 

		

Agreement are dependent upon the terms and conditions of the other agreements executed 

		

and delivered between and among the parties, including, but not limited to, those agreements 

		

recited in Section 6, and any Schedules or Exhibits. Any right or liability conferred in or 

		

representation or warranty made under any one of the agreements shall be considered a right 

		

of liability or representation or warranty made under all, including, but not limited to rights 

		

of set-off and indemnification. 

			

		

IN WITNESS WHEREOF, the parties have subscribed their names to this Agreement or, in the case 

		

of corporate parties, have (or have caused their duly-authorized officers, as the case may be) to 

		

execute this Agreement, effective on the date first written above.

			

		

Signatures:

			

		

BUYER:

		

SecurAs, Ltd.

		

By:/s/Howard Freeman/s/   Date:    

			

		

Name:__ Howard Freeman ________   Witness:   

		

Title: _Director______________   Name:

			

			

		

SHAREHOLDERS:

		

Advanced Oxygen Technologies, Inc.

		

By:/s/Robert E. Wolfe/s/   Date: April 27, 2005    

			

		

Name: Robert E. Wolfe   

		

Title: President   

			

			

			

			

			

			

			

		

Exhibits

		

Schedule 1  

		

Delivered Documents

			

		

GENERAL INFORMATION

		

2000 and 2001 Supplier correspondences (other than invoices)

		

3 Years of Bank Statements    

		

3 Years Credit facilities, Factoring or other Bank Statements

		

3 years Management salary history including salary, bonus, and perks

		

3 years General Ledger  GL

		

5 Year Projections

		

3 years tax returns of the Company,

		

A/R Aging Schedules

		

All Applicable Contracts or Agreements.

		

All Corporate Resolutions:

		

Any/All Employee Contracts

		

Any required operating licenses

		

Any Regulatory Proceedings and/or Compliance Issues

		

Board of Directors, Listing, Officers and terms

		

Brochures of Equipment (if available).

		

Budget cycles

		

Business Plan

		

Bylaws as amended

		

Call accounting records/example

		

Certificate of Good Standing

		

Client Correspondences for 1998 through 2002

		

Competitor Analysis and anticipated response

		

Contact Name, Address, Phone Number, Fax Number, Title, Home Phone, Home Address.

		

Copies of all signed debt obligations

		

Copies of Special Permits, Licenses, etc.

		

Copies of all Insurance policies

		

Copy of Articles of Incorporation

		

Copy of 1 Years Business Tax Return.

		

Copy of Certificate of Incorporation.

		

Corporate Name, Issues involving the use of MM, d.b.a.

		

Current (open) Litigation with Comments (re: Status)

		

Current Aging of Account Receivable

		

Current Shareholders (owners) - Name of %5+ owners

		

Current inventory methodologies (LIFO/FIFO)    

		

Employee/Union Suits or grievances

		

Employee list for 2002

		

Employee Separation Agreements

		

Employee ID #'s

		

Employment Contracts

		

Equipment Schedules

		

Executive Summary

		

Federal Tax I.D. # (same if outside U.S.)

		

Financials

		

Goodwill History, Status, Objectives, Resumes, etc.

		

Goodwill listing all managed projects.

		

H/R plans

		

Job Descriptions/Pay ranges for @

		

Key Contacts that have Significant Impact on Business

		

Last 2 Years in Business Operating Statements.

		

Legal Issues/Representation

		

Line of Credit Agreements

		

List of Accounts Receivables with names, addresses and telephone numbers.

		

List of Equipment and All Assets- Include make and model numbers and serial numbers if 

		

sale/leaseback; Include appraised cost and book value.

		

Marketing plan

		

Minute Book, Past 3 years

		

Mission Statement

		

Operating Plan

		

Organizational structure

		

Ownership issues/disputes/changes 3 years

		

Partnership agreement(s)

		

Past Litigation with Statement of Resolution

		

Pending (or anticipated) Litigation with Brief Description

		

Phone contracts

		

Pricing Policies

		

Product discussions

		

Proforma Operating Statements and Balance Sheets for 4 years

		

Public Relations

		

Quality Assurance Programs

		

Resolution from Board of Directors authorizing this transaction.

		

Resumes of management 

		

Sales Tax Certificate

		

Schedules of Inventory

		

Summary of marketing plans with samples of advertisements, brochures, and marketing 

		

materials to be used.

		

Total Quality Management Goals (TMQ)

		

Total Shares Authorized and Par Value

		

Total Shares Issued and Outstanding

		

Volume Forecasts

		

Work Force demographics

			

			

		

Exhibit A

		

Shareholders

			

		

First

		

Address

		

City

		

State

		

Zip

		

Country

		

Number 

		

of 

		

Shares

		

% 

		

Ownership

		

Advanced 

		

Oxygen 

		

Technologies, 

		

Inc.

		

C/o 

		

Crossfield, 

		

Inc. 133 W 

		

13th St, Suite 

		

5

		

New York

		

NY

		

10011

		

USA

		

125

		

100.00%

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

			

		

125

		

100.00%

			

			

		

Exhibit C 

		

Audited Financial Statements

			

			Incorporated by reference from the Annual Report of Advanced Oxygen Technologies, Inc.

		

See attached:

		

Exhibit D

		

Lease

		

N/A

			

			

		

Exhibit E

			

		

 US PERSON

			

		

1. "US Person" means:

			

		

(i)  Any natural person resident in the United States;

			

		

(ii)  Any partnership or corporation organized or incorporated under the laws of 

		

the United States;

			

		

(iii)      Any estate of which any executor or administrator is a US person;

			

		

(iv)  Any trust of which any trustee is a US person;

			

		

(v)  Any agency or branch of a foreign entity located in the United States;

			

		

(vi)  Any non-discretionary account or similar account (other than an estate or 

		

trust) held by a dealer or other fiduciary for the benefit or account of a US 

		

person;

			

		

(vii)  Any discretionary account or similar account (other than an estate or trust) 

		

held by a dealer or other fiduciary organized, incorporated, or (if an 

		

individual) resident in the United States; and

			

		

(viii)  Any partnership or corporation if: (A) organized or incorporated under the 

		

laws of any foreign jurisdiction; and (B) formed by a US person principally 

		

for the purpose of investing in securities not registered under the Act, 

		

unless it is organized or incorporated, and owned, by accredited investors 

		

(as defined in Rule 501(a)) who are not natural persons, estates or trusts.

			

		

2. Notwithstanding paragraph 1 of this rule, any discretionary account or similar account 

		

(other than an estate or trust) held for the benefit or account of a non-US person by a dealer or 

		

other professional fiduciary organized, incorporated, or (if an individual) resident in the United 

		

States shall not be deemed a "US person."

			

		

3. Notwithstanding paragraph 1, any estate of which any professional fiduciary acting as 

		

executor or administrator is a US person shall not be deemed a US person if:

			

		

(i)  An executor or administrator of the estate who is not a US person has sole 

		

or shared investment discretion with respect to the assets of the estate; and

			

		

(ii)  The estate is governed by a foreign law.

			

		

4. Notwithstanding paragraph 1, any trust of which any professional fiduciary acting as 

		

trustee is a US person shall not be deemed a US person if a trustee who is not a US person has 

		

sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust 

		

(and no settlement or if the trust is revocable) is a US person.

			

		

5. Notwithstanding paragraph 1, an employee benefit plan established and administered in 

		

accordance with the law of a country other than the United States and customary practices and 

		

documentation of such country shall not be deemed a US person.

			

		

6. Notwithstanding paragraph 1, any agency or branch of a US person located outside the 

		

United States shall not be deemed a "US person" if:

			

		

(i)  The agency or branch operates for valid business reasons; and

			

		

(ii)  The agency or branch is engaged in the business of insurance or banking 

		

and is subject to substantive insurance or banking regulation, respectively, 

		

in the jurisdiction where located.

			

		

7. The International Monetary Fund, the International Bank for Reconstruction and 

		

Development, the Inter-American Development Bank, the Asian Development Bank, the African 

		

Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any 

		

other similar international organizations, their agencies, affiliates and pension plans shall not be 

		

deemed "US persons."

			

			

		

Exhibit K

		

Liabilities

			

		

Exhibit L

		

Excluded Assets/Excluded Liabilities

			

		

N/A

			

			

			

			

		

Exhibit Q

		

Subsidiaries

		

NONE

		

SubID

		

Company Name

		

Address

		

City

		

State/Province

		

Zip

		

Country

		

Amt Owned

			

			

			

			

		

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