ASSET PURCHASE AND placeCitySALE AGREEMENT

ASSET PURCHASE AND placeCitySALE AGREEMENT

BETWEEN

GLOBAL SAFETY HOLDINGS, CORP.

And

  HOMELAND  SECURITY NETWORK,  INC.

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") made this 24 ^th day of September, 2008  by and  amongst Global Safety Holdings, Corp .,  a corporation organized and existing under the laws of the State of Florida with offices at 2649 NE 186 ^th Terrace, Aventura, Florida 33180  (the "Purchaser"), and Homeland Security Network,  Inc.   a corporation organized and existing under the laws of placeStateNevada with offices at addressStreet7920 Beltline Road, Suite 770 CityDallas, StateTexas PostalCode75254  (the “Seller”).

W I T N E S S E T H:

WHEREAS, Seller is willing to sell to Purchaser, but only as specifically provided herein,  and Purchaser is willing to buy from Seller upon the terms and conditions hereinafter set forth, all right, title and interest of the Seller in and to the assets  (as hereinafter defined) as more fully set forth in their Agreement; and

WHEREAS, Purchaser is desirous of purchasing the assets all subject to the terms and conditions set forth herein;

WHEREAS, the Seller, its Board of Directors and its shareholders have consented to the sale of the assets and no other consents are required.   

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

DEFINED TERMS Where used herein or in any amendments hereto, the following terms shall have the following meanings except as defined otherwise in their Agreement.

1.1

"ASSETS" means those assets to be conveyed hereunder as more fully set forth in the attached Schedule A constituting any aspect of the Seller’s business with respect to global positioning systems and global monitoring services, whether or not in control or possession of the Seller, including all intellectual property rights and goodwill related to the business attributable to the Assets.  

1.2

"BUSINESS"   those business operations of any kind or nature carried on by the Seller at any location throughout the world  related to the use of the Assets or any other assets associated with providing global positioning systems (“GPS”) and its GPS monitoring services  whether constituting  personal, tangible or intangible personal property, and whether or not in the possession or control of Seller.

1.3

"BUSINESS DAY" means any day except Saturday, Sunday, or any statutory holiday in the State of StateFlorida, placecountry-regionU.S.A.

1.4

“COMMON STOCK” means the $.001 common stock of Purchaser.

1.5

“CLOSING DATE" means within ten (10) days of Purchaser completing its due diligence investigation but in no event later than September 30, 2008 unless extended by the mutual consent of the parties. Notwithstanding the foregoing,  Closing may be extended until  October 15, 2008 in the sole and absolute discretion of the Purchaser if Purchaser has not completed its due diligence investigation.  

1.6

“COMMON STOCK”   means the $.001 par value  common stock of the Purchaser.

1.7

"PURCHASE DOCUMENTS" means this Agreement and all other  agreements, documents or instruments to be executed in connection with  this Agreement.

1.8    “INTELLECTUAL PROPERTY” refers to trademarks, trade secrets, patents and patent rights, copyrights and applications for the foregoing, if any, for the Assets being purchased hereunder.

1.9    “SATISFACTION AMOUNT ” refers to the agreed value of the Assets to be transferred which for purposes of this Agreement shall be $4 million.

1.10    “SOFTWARE” shall mean all programming code source and object code relating to the ownership or use of the Assets.

2.0

PURCHASE OF ASSETS AND PURCHASE PRICE

2.1         Assets .  Upon the terms and subject to the conditions provided in this Agreement, Seller shall, on the date of Closing convey, sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Sellers' right, title and interest in and to the Assets including, but without limitation, all of the Assets shown on the Schedule A hereto attached marked Schedule A as may be amended prior to Closing.  All Assets are to be in good working condition at Closing.   

Purchaser shall be entitled to use and market the Assets in its sole and absolute discretion, except that immediately following the Closing, Purchaser shall execute a licensing agreement with the Seller permitting the Seller to market global positioning services in the country-regionUnited States and placecountry-regionMexico. The terms and conditions of the licensing agreement to be more fully set forth in the License Agreement to be executed at the time of Closing.

The Licensing Agreement will terminate upon payment of the Satisfaction Amount.   

In consideration for the license being terminated, for as long as Seller conducts the Business in the United States or Mexico, Purchaser shall pay Seller two (2%) percent of the gross revenue collected from the United States and Mexico related to the business.

2.2

Liabilities .  Except for the liabilities and obligations listed on Schedule B (hereinafter hereto attached marked Schedule B and collectively referred to as the ("Assumed Liabilities"), the Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or unliquidated, secured or unsecured or otherwise.   

A.

Without in any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller with respect to the following (i) any transaction involving Seller occurring after the Closing Date; (ii) any liability of Seller for federal, state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) any liability for services performed by Seller on or prior to the Closing Date; (iv) except as expressly provided in their Agreement, any responsibility of Seller with respect to salary, wages, vacation pay, savings plans, severance pay, deferred compensation, or other obligations for the benefit of any employee of Seller, including pension benefits accrued (vested or unvested), or arising out of their employment through the Closing Date for which Seller shall be liable; (v) any liability or obligation incurred in connection with or related to the transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or the conduct of its business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Sellers' failure to perform its obligations there under to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Sellers' stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") of Seller; and (xi) any liability, obligation or account payable of Seller not listed on Schedule B.  

2.3       Purchase Price .   

Stock Consideration:

At the Closing ,   Purchaser shall deliver to Seller a total of 3,111,111 million shares of the Purchaser’s  Common Stock.  Said shares of Common Stock have not been registered with the Securities and Exchange Commission and will be stamped with an appropriate restrictive legend indicating that the Common Stock has not been registered and that there are restrictions from further transfer of the Common Stock.

         Following the Purchaser’s receipt of outside Investor funding of no less than $15 million in funding, (the “Financing”),    Seller shall be granted a non-dilutive equity stake in the Company based upon the Seller’s pro rata equity interest in the Purchaser’s common stock calculated on a fully diluted basis at the time of the completion of the Financing.  Any non-dilutive rights granted to the Seller in conjunction with the execution of this Agreement shall immediately terminate on the filing of any registration statement with the Securities and Exchange Commission.   

For purposes of example only,  if the Purchaser secured financing of $15 million in one or multiple tranches and issued an additional 15 million shares of common stock the equity ownership would be as follows:  

Purchaser:

28,000,000

Seller:

  3,111,111

Investor:

15,000,000

Total issued and outstanding:  46,111,111

Percentage of issued and outstanding owned by Seller:   6.75%

Until such time as the Purchaser shall file a registration statement with the Securities and Exchange Commission,  Seller shall be entitled to retain a non-dilutive equity ownership in the company of 6.75%,

Cash Consideration:

           In addition to the 3,111,111 million shares of Common Stock, Seller shall receive the following cash consideration following execution of this Agreement

1.

1.

Beginning on the Closing date and continuing until September 30, 2009, Seller shall receive 10% of the Company’s  “EBITDA” as calculated pursuant to generally accepted accounting principles (“GAAP”).

b.

Beginning October 1, 2009 and continuing until September 30, 2010, Seller shall receive 5% of the Company’s EBITDA.

c.

Beginning October 1, 2010 and continuing until September 30, 2011 Seller shall receive 3% of the Company’s EBITDA.  

For purposes of this Agreement  EBITDA  shall be calculated only from revenues generated from the use of the Assets or operation of the  Business.   If the Company should engage in any other business activity or generate revenue or incur expenses from any other source not previously identified or defined in this Agreement, Seller shall not be entitled to any percentage of the revenues or EBITDA generated from these activities and any expenses attributable to these business activities shall not be deducted in calculating the EBITDA.   

All payments due and owing  pursuant to Section 2.3 shall be made no later than thirty days following the date in which the time period for the calculation of EBITDA  has been computed.

Purchaser shall deliver to Seller a statement showing the basis for the payment.  If the Seller disputes the calculation of the EBITDA,  Seller may,  at its sole cost and expense retain the services of an independent accounting firm to calculate EBITDA.  If Seller disputes the calculation of EBITDA as determined by the Seller’s chosen accounting firm, each party will agree on the appointment of a new accountant to calculate EBITDA.  The cost of this accounting will be borne equally by the parties.  It is further agreed that the calculation of EBITDA as determined by the  accounting firm nominated by both parties shall be binding upon the parties.  

In the event that the Satisfaction Amount is not paid to the Seller by October 31, 2011, then in that event, Purchaser shall pay to Seller 3% of the EBITDA until the 4 million dollars are paid to Seller.

2.4

Right to Offset.  In the event that Purchaser receives any demand for payment in connection with the transfer, use or operation of the Assets, unless those liabilities are set forth on Schedule B,  then in that event Purchaser shall notify Seller of the claim.

Until Seller has provided proof satisfactory to the Purchaser that the liability has been satisfied,  Purchaser shall have the right to offset any payments otherwise due the Seller pursuant to paragraph 2.3.   Alternatively, Purchaser shall have the right to demand indemnification from the Seller and its shareholders as more fully set forth in the agreement.  

If Purchaser shall pay any amounts for which any right of offset or  indemnification is otherwise due and payable, said amount shall be deducted from any annual EBITDA  payment due Seller and shall be credited against the Satisfaction Amount.  

2.5

Allocation of the Purchase Price .  The Purchase Price shall be allocated amongst the Assets as provided in Schedule A attached hereto, and each party shall file in a manner consistent therewith (i) the reports required under Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their respective Federal, state and local tax returns.

2.6

Bankruptcy or Insolvency of the Seller.   THIS SECTION INTENTIONALLY LEFT BLANK.

2.7

Conditions to Closing .  A. Seller shall permit Purchaser, or its duly authorized representative to examine and test the software and hardware and its functionality.  Purchaser will be able to inspect all source codes and program codes necessary for the operation of the software. There shall be an open exchange of questions and answers. Seller shall  produce and demonstrate functionality of each and every software program and code for work in progress, if any, or any other work in progress.  Seller shall permit Purchaser to inspect any and all other Assets being transferred.   At Closing, the source code shall then be provided to Purchaser and Seller shall not be permitted to retain copies of in any format whatsoever.     

Seller shall provide computer generated schedules and descriptions of completed GPS and GPS Monitoring Station work product and work in progress product completed or in progress to be completed work.

The code inspection by Purchaser as described above does not constitute a waiver by Purchaser of Sellers' definitive obligation to deliver at Closing the fully functioning software, all  source code components, web browser, all databases, a dated copy of each version or versions of the software.  

Seller shall also provide requisite signed documents transferring to Purchaser any and all

monitoring  accounts including hosting account(s) except for those in the country-regionUnited States and placecountry-regionMexico.

It is understood by the parties that Seller hereby warrant that Seller shall provide Purchaser  at Closing copies on separately labeled computer discs clean copies of the complete and latest version of all software and code including all upgrades separately identified on individual computer discs.  At Closing Seller shall provide complete copies of all software code which is included in this purchase and listed as an Asset on Schedule A to this Agreement. Software code shall be provided on separately labeled computer discs. Seller warrant that all software licenses, if any, are current and up to date and Seller shall provide a listing of same with appropriate start and end dates.

If for any reason Purchaser is not satisfied with the results of its due diligence investigation,  Purchaser may terminate this Agreement without further liability.

B.  Seller or its duly authorized representative shall be entitled to review the books and records of the Purchaser.  If the books and records are not acceptable to the Seller,   this Agreement may be cancelled by the Seller without further liability.

3.0

DOCUMENTS TO BE DELIVERED AT CLOSING

3.1.

At the Closing:

A.

Seller shall execute and deliver to Purchaser a Bill of Sale fully executed and in the form of Schedule C  attached hereto, conveying, selling, transferring and assigning to Purchaser all of the Assets free and clear of any and all defects, liens, encumbrances, ch