ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the "Agreement") dated as of the 19 ^th day of January, 2009 is entered into by and between China America Holdings, Inc. , a Florida corporation (f/k/a Sense Holdings, Inc.) (“Seller”) and Pearl Group Advisors, Inc., a Florida corporation ("Buyer").

WHEREAS, the Seller has historically conducted business activities in it biometrics division (the “Biometrics Operations”), including through its two wholly-owned subsidiaries Sense Technologies, Inc., a Florida corporation ("Sense Technologies") and Micro Sensor Technologies, Inc., a Florida corporation ("Micro Sensor").

WHEREAS , prior to its acquisition in June 2007 of a majority interest in Shanghai AoHong Industry Co., Ltd., a Chinese limited liability company ("AoHong"), the Biometrics Operations represented all of the Corporation's operations.

WHEREAS , subsequent to the acquisition of a controlling interest in AoHong, the business and operations of AoHong have represented substantially all of the Corporation's operations.

WHEREAS , the Corporation has determined to exit all business activities related to the Biometrics Operations and to terminate the employment of its Chief Executive Officer, Dore Scott Perler.

WHEREAS , Mr. Perler is the sole shareholder of the Buyer and was a member of its Board of Directors.

WHEREAS , Mr. Perler is desirous of acquiring all rights, title and interest in the Biometrics Operations and terminating his employment with the Corporation.

WHEREAS, Seller desires to convey, sell and assign to Buyer all of Seller’s right, title and interest in and to the Biometrics Operations, upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Recitals .  The foregoing recitals are true and correct.

2.            Sale and Purchase of Assets .

2.1            Sale and Purchase of Assets .  Subject to the terms and conditions of this Agreement, at the Closing described in Section 6, Seller shall sell to Buyer, and Buyer shall purchase from Seller any and all assets related to the Biometrics Operations including, but not limited to the following (collectively, the “Assets):

(a)           All of the Seller’s accounts receivable relating to its Biometric Business as set forth in Schedule 2.1(a) (the “Accounts Receivables”);

(b)           All of the Seller’s rights, title and interest in and to any agreements related to the  Intangible Assets as hereinafter defined, including but not limited to, all existing agreements, if any, with contract manufacturers, resellers and suppliers (the “Agreements”);

(c)           All customer and supplier lists, copies of financial and accounting records, credit and accounts receivable (as hereinafter defined) records, correspondence and other similar documents and records used and/or useful in connection with the Assets including the customer list included on Schedule 2.1(c) (collectively, the “Records”);

(d)           All of Seller’s rights, title and interest, if any, in all patent registrations and applications (including design patents registrations and applications), trademarks, trademark registrations and applications, service marks, service mark registrations and applications, copyrights, copyright registrations and applications, trade dress, trade names (whether or not registered or by whatever name or designation), owned, applied for, or registered in the name of, the Seller related to the Biometric Business which includes all intellectual property including common law rights associated with the trademarks Check Print®, BioClock®, Sense®, meCard®, "Security Solutions at a Touch of a Finger"®, Explosive Sensing Protocol™ and Sense-It™; ), the tradename “Sense Technologies”; all proprietary data, processes, source code and copyright applications for such source code, technical or manufacturing know-how or information, owned by or used by (to the extent of Seller’s interest) the Seller in connection with the Biometric Business; all rights related to the Internet domain name www.senseme.com and all content included on such website including logos; the property and technology listed on Schedule 2.1(d) and all goodwill relating to the Biometric Business (collectively, the “Intangible Assets”); and

(e)           All proceeds, rights, claims, credits, causes of action or rights of set-off against third parties relating to the Assets, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties (the “Claims”).

2.2            Liabilities Assumed . At the Closing, the Buyer shall assume and undertake to perform, pay, satisfy or discharge in accordance with their terms, any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) (“Liabilities”), including any liability for taxes of Seller, Sense Technologies and Micro Sensor, relating to or otherwise in respect of the Biometric Business or its operation on, before or after the Closing Date (the “Assumed Liabilities”).  Assumed Liabilities shall also include the following Liabilities:

(a)           all Liabilities in respect of any and all products or services sold by Seller or any of its Affiliates relating to the Biometric Business on or before the Closing Date, including such liabilities for refunds, adjustments, allowances, exchanges, returns, warranty, merchantability, claims for breach of contract or in tort and other claims related to Seller’s Biometric Business;

(b)           all Liabilities arising under or pursuant to any environmental laws, to the extent arising out of or otherwise related to Seller’s ownership or operation of the Biometrics Business;

(c)           all Liabilities arising out of, under or in connection with the Agreements including a  breach by or default of Seller accruing under such Agreements on, prior to or after the Closing; and

(d)           all Liabilities in respect of any lawsuit, action or proceeding, pending or threatened, or any claim arising out of, relating to or otherwise in respect of the Assets or the Biometric Business that is asserted or brought by any person (including any governmental authority), based on any actual or alleged civil or criminal violation of law.

2.3            Purchase Price .  Buyer’s agreement set forth herein and the agreement of Dore Scott Perler to enter into the Perler Separation Agreement as hereinafter defined shall constitute the purchase price for the sale of the Assets.

3.            Representations and Warranties of Seller .

3.1            Organization and Good Standing .  Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as presently conducted or proposed to be conducted.  Seller is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to so qualify would not have a material adverse effect on the Assets or consummation of the transactions contemplated hereby.

3.2            Authority and Enforcement .  Seller has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby.  Seller has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

4.            Representations and Warranties of Buyer .

4.1            Organization and Good Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as presently conducted or proposed to be conducted.  Buyer is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to so qualify would not have a material adverse effect on the consummation of the transactions contemplated hereby.

4.2            Authority and Enforcement .  Buyer has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby.  Buyer has taken all corporate action necessary for the execution