ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of this 12 th day of October, 2009, by and between PETSMOBILITY, INC., a Delaware Corporation (“ Buyer ”) and I Recycle LLC f/k/a Global Alerts, LLC, a Delaware limited liability company (“ Seller ”).

R E C I T A L S:

WHEREAS, Seller own certain assets used in connection with or relating to its online pet portal business focused on pet adoption, lost & found and pet health content known as Pets 911, Pets911.com, 1888-Pets911 and such other similar names (the “ Business ”);

WHEREAS, Seller desire to sell “as is where is”, and Buyer desires to purchase “as is where is”, selective assets comprising the Business, upon and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties set forth herein, and in reliance thereon, Buyer and Seller agree as follows:

SECTION 1

DEFINITIONS

(a)   “As is where is” means In the present condition and at their current location. The purchaser is responsible for all handling, transport and insurance to remove goods from their current location. The assets do not include any kind of warranty and the buyer assumes the risk that the assets might be defective or damaged.

(b)   “ Affiliate ” shall mean another Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such first Person.

(c)   “ Assumed Contracts ” means the contracts included among the Purchased Assets transferred by the Seller to the Buyer pursuant hereto and as set forth on Schedule 2.1(b) .

(d)   “ Assumed Liabilities ” means the liabilities and obligations of Seller assumed by Buyer under Section 2.5 of this Agreement, but not including the Excluded Liabilities.

(e)   “ Books and Records ” means all books of account and other financial records of Seller relating to the Business.

(f)   “ Closing ” means the act or acts by which the transactions contemplated by the Agreement are accomplished.

(g)   “ Closing Date ” unless otherwise agreed to by the parties hereto, shall mean the date of Closing.

(h)   “ Computer Software Assets ” means all Software, data rights, documentation and associated license, escrow, support and maintenance agreements used in connection with the Business on an as is where is basis. Buyer understands that seller does not have all licenses, documentation and support agreement on certain software applications installed on various computers being sold as part of the Asset Sale.

(i)   “ Control ” (which includes the terms “controlled by” or “under common control with”), with respect to a relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

(j)   “ Employee Benefit Plans ” shall mean any pension plan, profit sharing plan, bonus plan, incentive compensation plan, deferred compensation plan, stock ownership plan, stock purchase plan, stock option plan, stock appreciation plan, retirement plan, retention plan, fringe benefit program, change-in-control plan, health, dental, life or disability plan, accident insurance plan, severance plan, sick leave plan, vacation plan, death benefit plan, supplemental unemployment plan, layoff or salary continuation plan, employee welfare plan or any other plan, program or policy, including without limitation any “employee benefit plan” as defined in Section 3(3) of ERISA, to provide income or benefits to active or former employees or directors of either Seller.

(k)   “ Excluded Assets ” means the assets of Seller specifically excluded from this Agreement pursuant to Section 2.2.

(l)   “ Excluded Liabilities ” means the liabilities and obligations of Seller not included in the Assumed Liabilities as set forth in Section 2.6.

(m)   “ Financial Statements ” shall have the definition set forth in Section 3.5.

(n)   “ Governmental Authority ” means the government of the United States, any state or political subdivision thereof, any foreign country and any entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government.

(o)   “ Hired Employee ” shall have the definition set forth in Section 5.4(a).

(p)   “ Intellectual Property ” means all unpatented inventions, invention disclosures, multinational invention registrations, patents and patent applications (including, but not limited to, all reissues, divisions, continuations, continuations-in-part, extensions and re-examinations) and all rights therein provided by law, multinational treaties or conventions, all publications and copyrights, all trade secrets, know-how, formulas, and all common law and registered trademarks, trademark registrations, applications for trademark registrations, tradenames, or any derivation thereof, trade dress, brand names, service marks, logos, domain names, advertising and marketing materials used in connection with the Business.

(q)   “ Leases ” means leases of equipment and other tangible personal property, leases of real property and other leases of tangible or intangible personal property, in each case whether classified as a capital or operating lease for accounting purposes used in connection with the Business.

(r)   “ Liens ” means all mortgages, liens, pledges, charges, security interests, title retention or security agreements, claims, restrictions, leases, options, rights of first offer or first refusal, confidentiality or secrecy agreements, noncompetition agreements, defects in title and other encumbrances or rights of others with respect to any of the Purchased Assets.

(s)   “ Losses ” means all out of pocket costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by a party. LOSSES SHALL NOT INCLUDE ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE,

(t)   “ Open Orders ” means all open orders for goods and services with customers of Seller relating to the Business, together with related purchase orders, contracts, subcontracts and accounts receivable and credit support associated therewith.

(u)   “ Permitted Liens ” shall mean (i) statutory liens for property Taxes and other governmental charges and assessments which are not yet due and payable

(v)   “ Permits ” means all governmental permits, licenses, registrations, orders and approvals relating to the Business, all of which are listed in Schedule 2.1(g) .

(w)   “ Person ” shall mean and include an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or any department, agency or political subdivision thereof or any other legal entity.

(x)   “ Purchase Price ” means the consideration payable for the Purchased Assets under Section 2.3 of this Agreement.

(y)   “ Purchased Assets ” shall have the definition set forth in Section 2.1 hereof.

(z)   “ Software ” means all software owned, developed, licensed or used, including (i) all modifications, enhancements, fixes, updates, upgrades, bypasses and workarounds, (ii) the source code and object code for any of the foregoing and (iii) all operating systems, bridgeware, firmware, middleware and utilities.

(aa)   “ Territory ” shall mean worldwide .

(bb)   “ Tax ” or “ Taxes ” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), custom duties, capital stock, franchise, profits, withholding, social security (or similar), FICA, workers’ compensation, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative, or add-on minimum, estimated or other tax of any kind whatsoever, disputed or not, whether computed on a separate or consolidated, unitary or combined basis or in any other manner and such term shall include any interest, penalties or additions to tax attributable to such taxes, whether disputed or not.

(cc)   “ Technical Information ” means, with respect to the Business, all customer, dealer and supplier lists; serial number records; engineering, manufacturing, design, installation and other technical drawings, specifications and calculations; manufacturing and production processes and techniques; research and development information; operating, maintenance and repair manuals and instruction books; cost and estimating information, cost records, vendor data and other business records (including without limitation, sales histories); sales inquiries; consultant's reports; bills of material, test data and selected test material samples; advertising and promotional literature, including reproducible masters and all other commercial, sales, marketing, and technical data (including, but not limited to, data stored electronically or on other format, together with rights under any third party licenses necessary to use such data).

(dd)   “ Warranty Claim ” means a claim for the repair or replacement of products manufactured by the Business under unexpired warranties or for credits or price adjustments for such products, as a result of their failure to perform in accordance with the warranties made in connection with their sale.

SECTION 1.

THE PROPOSED TRANSACTION

(b) the Assumed Contracts and Leases, a list of which is set forth in Schedule 2.1(b) ;

(c) all computer hardware, telecommunications equipment and the Computer Software Assets, a list of which is set forth in Schedule 2.1(c) ;

(d)all Intellectual Property of Seller related to the Business, together with the goodwill associated therewith and symbolized thereby; and any licenses relating to the Intellectual Property used in or useful to the Business, whether to or from either Seller and all income, royalties, damages and payments due or payable with respect to any time on or after the Closing Date, including, without limitation, damages and payments for infringements or misappropriations of any thereof throughout the world after the Closing Date; and all rights of Seller in and to, including rights to enforce the terms of, confidentiality agreements and noncompetition agreements of, and any agreements relating to the assignment of Intellectual Property made by, prior and present employees of Seller and any such agreements with any other Person with respect to the Intellectual Property;

(e) all Technical Information used in connection with the Business;

(f) all accounts receivable related to the Business and all Open Orders to the extent not included in the Assumed Contracts;

(g) all Permits related to the Business, a list of which is set forth in Schedule 2.1(g) ;

(h) all Books and Records related to the Business;

(i) all certifications, ratings, listings and similar benefits from any product or quality control certification organization and all systems and manuals related thereto; and

(j) all customer and supplier lists, files and data and all other information relating to customers and prospective customers of the Business.

(a) Any assets not used in connection with the Business in any manner and not specifically included in the Purchased Assets;

(b) Any insurance policies maintained by Seller with respect to the Business;

(c) Any intercompany deposits with Seller and intercompany receivables from Seller or an Affiliate of either Seller, except intercompany receivables for products shipped or sold by the Business to Seller or an Affiliate of Seller;

(d) Seller’ respective certificates of incorporation, bylaws, minutes books and other records having to do with the organization and capitalization of Seller;

(e) Any claims and rights against third parties (including, without limitation, insurance carriers), to the extent they relate to liabilities or obligations that are not assumed by Buyer;

(f) All payments made by Seller which constitute prepaid Taxes of the Business and all claims for refunds of Taxes and other governmental charges to the extent such refunds relate to periods ending on or prior to the Closing Date;

(g) Seller’ depository and other accounts; and

(h) All rights of either Seller under this Agreement.

(a) The Purchase Price, as agreed to by the parties, is premised on the Buyer cancelling of a minimum of 50,000,000 shares currently held by other Shareholders.   If   the 50M shares are not cancelled within 90 days of close of this agreement,  the Buyer  agrees to issue additional shares, over and above the three million shares as indicated in Section 2.3 in sufficient quantities so as to provide the Seller with the same equity ratio in  Buyer as Seller would have had from receiving the Purchase Price if the 50M Shares had been cancelled.

(b) In the event the Buyer is delisted or becomes a private company prior to closing, the parties agree the cash value of the asset being purchased will be deemed to have a value of $1,500,000 US (one million and five hundred thousand dollars), The parties further agree the consideration to be given for the asset will not be the Three Million (3,000,000) Shares but, that the purchaser will have the option to pay the seller the agreed cash value. The Seller agrees to allow the Purchaser to pay the $1.5m in equal monthly payments over 12 months. The 12 month payment will commence from the time at which the company is de-listed or becomes a private entity. If, the purchaser is unable to provide such cash value for the asset, the seller will have the right to convert such value, $1.5m into equity based on a mutually agreed to third party valuation of the company.  

(a) the liabilities and obligations for all vendor and financing debt and other liabilities and obligations of Seller relating to the inventory included in the Purchased Assets;

(b) liabilities or obligations of Seller arising out of any transactions occurring, or liabilities or obligations incurred, after the Closing Date, other than relating to Buyer’s use or operation of the Purchased Assets or the Assumed Liabilities after the Closing Date;

(c) any liabilities or obligations of Seller for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of its attorneys, and accountants, fees and all brokers, or finders, fees or commissions payable by Seller;

(d) any liabilities or obligations of Seller under or arising out of this Agreement;

(e) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against either Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member;

(f) all liabilities and obligations of the Business for Warranty Claims with respect to products manufactured sold or delivered by Seller prior to the Closing Date; provided that all reasonable associated charges and costs shall be the res