EX-10.2 5 ex10-2.htm ex10-2.htm
                                                                    Exhibit 10.2

This Agreement is made the 15th day of February, 2014


          DSG TAG Systems, Inc. a Nevada Corporation, with executive principal
          offices located Suite 214 - 5455 152nd Street, Surrey, BC, V3S 5A5



          DSG CANADIAN MANUFACTURING CORP. a BC Corporation, with executive
          principal offices located at 208 - 1 Thrift Johnston Road, White Rock,
          BC, V4B 3Z8



A.   CMC has previously  contracted DSG for the  development of a product called
     the TAG Touch which was designed to operate as an accessory for the DSG TAG
     Fleet  Management  product.  According  to the  contract,  DSG  retained an
     exclusive  right to  manufacture  and sell the TAG Touch  after the product
     development was completed.

B.   CMC has decided to sell to DSG all the  intellectual  property (IP) related
     to the DSG  touch  products  in  exchange  for TAG  Touch  units  and other
     consideration described herein.

NOW THEREFORE the parties agree as follow:

1.   Sale of IP. CMC hereby  sells,  transfers  and assigns  (collectively,  the
     "transfer")  to DSG all of the IP,  including  moral rights,  developed and
     owned by CMC, in consideration  of the transfers,  deliveries and covenants
     of DSG described herein.

2.   No Encumbrances on IP. CMC represents and warrants that as of the date this
     Agreement is made, such date being the "Transfer  Date", the IP is free and
     clear of all  encumbrances,  no third party consents are required to permit
     the said transfer, and no person has rights to acquire the IP.

3.   Payment. DSG agrees that

     (a)  on or before July 15, 2014 it will transfer ownership of 804 completed
          fully functioning DSG TAG Touch units (the "Units"); and

     (b)  within 15 days of July 15, 2014, DSG will deliver to CMC a list of all
          serial  numbers to the Units; a listing of the Units  location,  and a
          copy of any contract for the rental or lease of a Unit.

4.   Inclusion  in the  Payment.  DSG agrees that the transfer of each DSG Units
     includes a touch screen, a DSG tag and associated connections and software;

5.   Purchase Price. The purchase price for the IP is $1,231,128.

6.   Warranty.  The transfer of the Units includes the 1 year warrant within the
     first 12  months  after the  Transfer  Date,  CMC has a 12 month  option to
     purchase from DSG an extended  hardware warranty for the entire duration of
     the term at a cost of $299.00 per Unit.
7.   DSG Covenants. DSG covenants and agrees that:

     (a)  it will identify end  customers  interested in renting the product and
          sign rental  agreements  for the  placement  of all the Units on their

     (b)  it will configure and install all of the Units at customer  facilities
          as soon as possible  but no later than 12 months from the date of this

     (c)  it will  operate the Units and will  collect  the monthly  rental fees
          from the end customers.

     (d)  it will pay CMC $22.00 per month for every  Unit.  The  payments  will
          accrue from  October 1, 2014 and the first  payment will be January 1,
          2015 and will  continue to be made  quarterly in arrears until the end
          of the Agreement.

8.   Terms.  The "Term" will be 48 months  commencing on January 1, 2914 ("Start

9.   Conclusion of Term.  At the end of the term,  DSG will  repurchase  the 804
     Units for $1,275,000  worth of DSG shares.  The share value of DSG is to be
     calculated  on the average  closing  value of the  previous  120 day of DSG
     stock.  Alternatively  DSG has the option to operate  the Units under a new
     agreement should the parties agree to new pricing, term and conditions.

10.  Currency.  All sums of money which are  referred to in this  Agreement  are
     expressed in lawful money of Canada, unless otherwise specified.

11.  Amendment. No alteration, amendment, modification or interpretation of this
     Agreement  or any  provision of this  Agreement  shall be valid and binding
     upon the parties hereto unless such alteration,  amendment, modification or
     interpretation  is in written  form  executed by all of the parties to this

12.  Independent  Legal Advice.  DSG acknowledges and agrees that this Agreement
     was  prepared by counsel for the CMC and  acknowledges  and agrees that the
     CMC urges DSG, and the DSG has had the opportunity,  to obtain  independent
     legal,  accounting,  investment  and tax advice prior to the  execution and
     delivery  of this  Agreement,  and in the event  that the DSG did not avail
     itself of that opportunity prior to signing this Agreement,  the DSG did so
     voluntarily and without any undue pressure or influence and agrees that any
     failure to obtain independent legal,  accounting,  investment or tax advice
     shall not be used as a defence to the enforcement of the DSG's  obligations
     under this Agreement.

13.  Independent  Contractors.  Nothing  herein  contained  shall be  deemed  or
     construed  as creating the  relationship  of  principal  and agent,  nor of
     partnership, nor of joint venture, nor of employer and employee between the
     parties hereto, it being understood and agreed that no provisions contained
     herein or any act or acts of the parties  hereto  shall be deemed to create
     any relationship other than that of independent contractors, each acting on
     its own behalf and in its own separate interest.

14.  Governing Law. This Agreement  shall be interpreted in accordance  with the
     laws of British Columbia and the federal laws of Canada applicable therein

16.  Enurement.  This  Agreement  binds and enures to the benefit of the parties
     and their lawful succesors and permitted assigns.

17.  Severability. If any term or provision hereof or the application thereof in
     any circumstance  shall, in any jurisdiction and to any extent,  be invalid
     or  unenforceable,  such term or provision  shall be ineffective as to such
     jurisdiction to the extent of such invalidity or  unenforceability  without
     invalidating or rendering  unenforceable the remaining terms and provisions
     hereof or the application of such term or provision in circumstances  other
     than those as to which it is held invalid or unenforceable.

IN WITNESS  WHEREOF the parties  hereto have executed  this  Agreement as of the
Effective Date first above written.

DSG TAG Systems, Inc.