HOMELAND INTEGRATED SECURITY SYSTEMS, INC. (Form: SB-2, Received: 12/05/2005 16:49:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

(Name of small business issuer in our charter)

Florida

(State or other jurisdiction of incorporation or organization)

3822	20-2149269
(Primary standard industrial	(I.R.S. Employer
classification code number)	Identification No.)

One Town Square Boulevard, Suite 347

Asheville, North Carolina 28803

(828) 681-5152 Office

(828) 681-9501 Fax

(Address and telephone number of principal executive offices)

Frank A. Moody, II

President

Homeland Integrated Security Systems, Inc.

One Town Square Boulevard, Suite 347

Asheville, North Carolina 28803

(828) 681-5152 Office

(828) 681-9501 Fax

(Name, address and telephone of agent for service)

Copies to:

John Hanzel, Esquire

19425-G Liverpool Parkway

Cornelius, North Carolina 28031

(704) 892-1375 Office

(704) 892-5784 Fax

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

Table of Contents

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

Title of each class of securities to be registered	Amount to be Registered	Proposed maximum Offering price per Share (1)	Proposed maximum Aggregate offering Price(1)	Amount of Registration Fee (1)

Common Stock ($.00001 par value)	100,000,000 (2)	$.50	$50,000,000	$5,350.00
Common Stock ($.00001 par value)	27,000,000 (3)	$.06	$1,620,000	$173.34
Common Stock Underlying Options	60,000,000 (4)	$.06	$3,600,000	$385.20

Totals	187,000,000		$55,220,000	$5,908.54

(1)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457, based upon the proposed public offering price per share of common stock.

(2)	100,000,000 shares proposed to be offered by the Registrant.

(3)	27,000,000 shares proposed to be offered by selling shareholders.

(4)	60,000,000 shares underlying options exercisable at $.10 per share proposed to be offered by selling shareholders.

The information in this prospectus is not complete and may be changed. Our company and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until we shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

Table of Contents

187,000,000

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

COMMON STOCK

Homeland Integrated Security Systems, Inc. (“HISC,” “we,” “us,” “our”) is offering for sale up to 100,000,000 shares of our common stock, $.00001 par value per share, at an initial offering price of $.50 per share of common stock. The offering will commence on the date of this prospectus and will continue until all shares are sold. There is no minimum offering amount. We intend to offer the shares to the public through our officers and directors who will not be paid any commissions. We may pay participating brokers a commission of up to the maximum allowable rate. Assuming all 100,000,000 shares are sold at $.50 per share, we would recognize gross proceeds of $50,000,000, before participating brokers' commissions.

Selling security holders are offering for sale 27,000,000 shares of common stock at a price of $.06 per share and holders of options to purchase shares of common stock exercisable at $.05 per share may exercise those options and offer for sale 60,000,000 shares of the underlying common stock at a price of $.10 per share (together being our “selling security holders”). The selling security holders are expected to offer and sell their shares through their own securities broker-dealers or in private transactions. See-“Plan of Distribution.” The selling security holders may sell their shares at market prices or privately negotiated prices. Assuming all these shares are sold at an assumed market price on the date of this prospectus of $.06 per share, the selling security holders, as a group, would receive gross proceeds in the aggregate of $1,620,000, before broker-dealer commissions or concessions, which at the date of this prospectus the selling security holders are unable to determine and which can be expected to vary from transaction to transaction and selling security holder to selling security holder. In addition, assuming that all of the options are exercised, we would recognize gross proceeds of $6,000,000. Selling security holders may continue to offer the shares until sold, as long as we maintain a current prospectus to cover the sales. We will not receive any proceeds from sales of shares by the selling security holders. Selling security holders and brokers effecting transactions in our common stock on their behalf may be deemed to be “underwriters”, as defined in the Securities Act of 1933, as amended.

Our common stock is quoted on the pink sheets under the symbol HISC.PK. On December 2, 2005, the reported closing price for our common stock on the pink sheets was $.06.

These securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. Our company may not sell these securities until the registration filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this preliminary prospectus is December 2, 2005.

TABLE OF CONTE NTS

Part I

TABLE OF CONTENTS	4
PROSPECTUS SUMMARY	5
THE OFFERING	6
RISK FACTORS	10
FORWARD LOOKING STATEMENTS	14
USE OF PROCEEDS	15
DILUTION	15
SELLING SECURITY HOLDERS	16
SELLING SECURITY HOLDERS TABLE	17
PLAN OF DISTRIBUTION	17
LEGAL PROCEEDINGS	20
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
DESCRIPTION OF SECURITIES	24
INTEREST OF EXPERTS AND COUNSEL	26
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.	26
ORGANIZATION WITHIN LAST FIVE YEARS	27
DESCRIPTION OF BUSINESS	36
REPORTS TO SECURITY HOLDERS	43
MANAGEMENT'S DISCUSSION AND ANALYSIS	43
DESCRIPTION OF PROPERTY	48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	48
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	49
EXECUTIVE COMPENSATION	51
FINANCIAL STATEMENTS	53
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	79
HOW TO GET MORE INFORMATION	79

Part II

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	81
RECENT SALES OF UNREGISTERED SECURITIES	81
INDEMNIFICATION OF DIRECTORS AND OFFICERS	86
EXHIBITS	86
UNDERTAKINGS	87
SIGNATURES	88

Table of Contents

PROSPECTUS SUMM ARY

The following is a summary of the pertinent information regarding this offering. This summary is qualified in its entirety by the more detailed information and financial statements and related notes included in this Prospectus. The Prospectus should be read in its entirety, as this summary does not contain all facts necessary to make an investment decision.

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Homeland Integrated Security Systems, Inc. concentrates operations primarily on developing technology products for the security industry. Specifically, our goal is to provide a variety of products and services that will assist individuals, corporations and governments with cost effective, high quality technological security solutions. Current technology solutions include Location based services (CyberTracker), radiation detection (CyberRad), (CyberNoze) and an automated distribution and charging system for the CyberTracker (CyberPass). This collection of products is augmented with reseller agreements for robotics, under vehicle surveillance and glass protection, and explosive trace detection. We sell all of these products individually or as an integrated system.

In addition to the security portion of the business, Homeland Integrated Security Systems owns and operates three retail technology stores, operating under the name of Cyber Cynergy. The retail stores sell cellular telephony and data transfer services as well as a full range of computer sales and service.

We consummated a reverse merger with Second Colonial Mining and Engineering Co., a Canadian corporation, which merged into Homeland Integrated Security Systems, Inc., a Florida corporation, on August 10, 2004. In late 2004, HISC merged with BBI Computer Solutions, Inc. d/b/a Cyber Cynergy, and with C2, Inc., in stock transactions in which we issued a total of 250,000,000 restricted common shares for all of the issued and outstanding common stock of BBI and C2. Both were strategic acquisitions for our Company’s business.

We affected a 66.13 for one forward split in August, 2004.

Our principal executive offices are located at One Town Square Boulevard, Suite 347, Asheville, North Carolina 28803. The primary telephone number is (828) 681-5152

OUR BUSINESS

Since inception, we have been engaged in the business of developing and integrating security products designed with the most up-to-date, leading-edge hardware and software available. Our products create a seamless flow of information which benefits commercial carriers, while at the same time providing the highest degree of security.

We had revenues of $1,315,740 and a net loss of $227,102 for the nine months ended September 30, 2005 and $855,215 in revenues and a net loss of $826,378 for the year ended December 31, 2004. In addition, as of September 30, 2005, we had available cash of $648,535, which is insufficient to continue our operations. Thus, we are dependent upon additional financing to conduct our operations over the next twelve months.

As of December 2, 2005, we have purchase orders amounting to $8.0 million. The products ordered have not been delivered.

HISC currently has a total of 29 employees, of which 15 employees are considered full time.

THE OFFERI NG

This offering relates to (a) the sale by us of 100,000,000 shares of common stock, $.00001 par value, at an initial offering price of $.50 per share of common stock, (b) the sale by certain selling security holders of 27,000,000 shares of common stock at a price of $.06 per share and (c) the sale by holders of options to purchase shares of common stock which are exercisable at $.10 per share of up to 60,000,000 shares underlying the options at a price of $.10 per share (such selling security holders and option holders who elect to exercise their options and sell the underlying common stock being the “selling security holders).”

We incurred a loss of $826,378 for the year ended December 31, 2004, and incurred a loss of $227,102 for the nine months ended September 30, 2005. While we anticipate an improvement in the current year, there can be no assurances that we will not continue to have negative earnings results.

For the year ended December 31, 2004, our accumulated deficit was $1,031,240, and for the nine months ended September 30, 2005 we had an accumulated surplus of $2,501,926. The reduction in our accumulated deficit was due to financings, and there can be no assurances that such deficit will continue to decrease.

Our stock is considered to be “penny stock” within the meaning of the Securities Exchange Act of 1934, as amended. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Because our shares are subject to the penny stock rules, you may find it more difficult to sell your shares. These requirements may have the effect of reducing the level of trading activity in the secondary market for our stock.

Table of Contents

TERMS OF THE OFFERING

The Issuer	Homeland Integrated Security Systems, Inc.

The Sellers	Homeland Integrated Security Systems, Inc. Selling Shareholders

Shares Offered By HISC By Selling Security Holders	100,000,000 shares of common stock 87,000,000 shares of common stock

Estimated Offering Price By HISC By Selling Shareholders	$.50 per share At market

Proceeds to HISC Gross Proceeds Estimated Net Proceeds	$56,000,000 (assuming all options are exercised) $55,955,237

Proceeds to Selling Shareholders Gross Proceeds Estimated Net Proceeds	$1,620,000 $1,620,000

Common Stock to be Outstanding after Offering	916,139,998

Dividend Policy	We do not anticipate paying dividends on our common stock in the foreseeable future.

Use of Proceeds	We intend to use the proceeds from this Offering to fund working capital deficits.

Risk Factors	This offering involves a high degree of risk, elements of which include: · We had a net loss from operations for the most recent annual period · There is a risk that we may not be able to obtain the needed operating capital to run our business. · Introduction of new services and products by our competitors could render our services and products obsolete. · Since our common stock is considered a penny stock, it is a high risk investment and is subject to restrictions on marketability. · We have substantial near-term capital needs to run our business, and there is no assurance that we will be able to raise the necessary capital. · We expect that competition will intensify and new competitors will enter the market in the future.

Table of Contents

TERMS OF THE OFFERING (CONTINUED)

Risk Factors (Continued)

· Our principal stockholders control our company and its business affairs.

· Skilled, technical labor has been difficult to hire and our business depends on it.

· We have not and do not expect to pay any dividends on our common stock.

· There is a risk that our common stock may not trade anywhere near the offering price because of the dilution in a shareholder’s ownership percentage after the offering.

· There is currently a limited market for our Common Stock.

· Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the market price.

· This offering is being conducted through our officers and directors; and there is no minimum offering amount.

· The offering price was arbitrarily determined and bears no relation to our assets, revenues, book value or other traditional criteria of value.

· There can be no assurance that Pro.Sec will purchase, or arrange purchases for, the remaining units specified in its purchase order to us.

· Products purchased by Pro.Sec require an export license from the U.S. Department of Commerce for delivery. There is no guarantee that such license will be granted in a timely manner, which would require us to delay shipment of products to Pro.Sec.

· We have a material reliance on Pro.Sec as a major customer of ours. This represents a concentration of credit risk. The loss of this customer could have a material negative effect on the future growth plans of our company.

Table of Contents

SUMMARY FINANCIAL INFORMATION

Because this is only a financial summary, it does not contain all the financial information that may be important to you. You should also read carefully all the information that is contained in this prospectus, including the financial statements and their explanatory notes.

Homeland Integrated Security Systems, Inc.

STATEMENT OF OPERATIONS	For the year ended December 31, 2004	For the nine months ended September 30, 2005
Revenues	$ 855,215	$1,315,740
Cost of Sales	$ 386,811	$481,612
Gross profit	$ 468,404	$834,128
Operating expenses	$ 1,153,041	$1,049,722
Income (loss) from operations	$(684,637)	$(215,594)
Other expense, net	$ 141,741	$11,508
Net income (loss)	$ (826,378)	$(227,102)
Net income (loss) per common share	$ (0.01)	Less than $(.01)

BALANCE SHEET	As of December 31, 2004	As of September 30, 2005
Available cash	$40,739	$648,535
Total current assets	$115,412	$2,935,600
Fixed assets	$93,840	$354,654
Other assets	$ -0-	$17,378
Total assets	$209,252	$3,307,632
Current liabilities	$846,879	$240,840
Notes payable (long-term)	$393,613	$564,866
Total liabilities	$ 1,240,492	$805,706
Stockholders’ equity	$(1,031,240)	$2,501,926
Stockholders’ equity and Liabilities	$209,252	$3,307,632

Table of Contents

RISK FACTO RS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. WE CANNOT ASSURE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUES, DEVELOP OPERATIONS, OR MAKE A PROFIT.

We had a net loss from operations for the nine months ended September 30, 2005 of $227,102. The net loss is attributable to an excess of expenses, principally research and development of our CyberTracker, over revenues, and to 181,818 common shares issued to an outside consultant, valued at the fair value of $10,000. There is a risk that we may not be profitable in the future.

We had a net loss from operations for the nine months ended September 30, 2005 of ($227,102). We had a net loss from operations for the year ended December 31, 2004 of ($684,637) and a net loss from operations for the year ended December 31, 2003 of ($255,575). Our total stockholders’ equity as of September 30, 2005 amounted to $2,501,926. We may not be profitable in the future or have a continued positive stockholders’ equity. The recent loss for the nine months ended September 30, 2005 was primarily attributable to an excess of expenses, principally research and development of our CyberTracker, over revenues, and to 181,818 common shares issued to an outside consultant, valued at the fair value of $10,000.

Our business requires significant operating capital and there is a risk that we will be unable to obtain needed capital, which would require us to curtail our operations.

We presently have limited operating capital. Current revenue from our wholesale and distribution accounts is not sufficient to maintain our presence in the market, and we are dependent upon receipt of additional capital to expand our business as intended. This offering is comprised of selling security holders only; therefore no additional capital will come into Homeland Integrated Security Systems, Inc. as a result of that part of this offering. There is a risk that we will be unable to obtain additional capital when needed after this offering, which would require us to curtail our operations.

The industry in which we operate and the market for our services is characterized by rapid technological developments, evolving industry standards, and frequent new product and service introductions and enhancements. The development and introduction of new products and services by our competitors could render our existing services obsolete and unmarketable. Our business depends in significant part on its ability to continually improve the performance, features, and reliability of its motorcycle accessories and apparel products and services, and to modify its manufacturing operations to work with new technological standards in response to both evolving demand in the marketplace and competitive products and services. Our pursuit of improved performance, new features, and necessary technological advances will require substantial time and expense, and there can be no assurance that we will succeed in adapting its products to changing technology standards and customer requirements.

Table of Contents

Because our stock is considered a penny stock any investment in our stock is considered to be a high-risk investment and is subject to restrictions on marketability.

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, which are generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. These rules impose restrictions on the marketability of the common stock and may affect its market value.

We have substantial near-term capital needs, and we may be unable to obtain the additional funding in the capital markets needed to enable us to continue to operate in the future.

We do not have sufficient liquid assets to continue to operate HISC. Accordingly, we will seek additional outside sources of capital such as conventional bank financing; however, there can be no assurance that additional capital will be available on favorable terms to us. If adequate funds are not available, we may be required to curtail operations.

If capital resources are insufficient to meet our future capital requirements, we may have to raise funds by a public offering to continue our operations. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to our shareholders and/or increased debt service commitments. If adequate funds are not available, we may be unable to sufficiently develop our operations to become profitable.

The homeland defense market is competitive and there are no substantial barriers to entry . We expect that competition will intensify and that new competitors will enter the market in the future. Increased competition will result in reduced profit margins on products. Homeland Integrated Security Systems, Inc. believes that its ability to compete successfully depends on a number of factors, including brand awareness and market presence; the quality of its advertising services; ease of use and timing of introductions of new products by Homeland Integrated Security Systems, Inc. and its competitors; our ability to establish co-marketing relationships; and industry and general economic trends. The failure of any number of these factors could cause us additional losses.

Table of Contents

Our principal stockholders control our business affairs in which case you will have little or no participation in our business affairs.

Currently, our directors together own approximately 59.5% of our common stock. As a result, they will have significant influence over all matters requiring approval by our stockholders without the approval of minority stockholders. In addition, they will be able to elect all of the members of our Board of Directors, which will allow them to significantly control our affairs and management. They will also be able to affect most corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and duly-held meeting of stockholders. As a result, they will have significant influence and control over all matters requiring approval by our stockholders. Accordingly, you will be limited in your ability to affect change in how we conduct our business.

We intend to expand its operations in technical areas with skilled, technical labor. If such labor is difficult to hire, we may incur serious delays and expenses in training non-technical labor.

We intend to expand its operations in technical areas, which demand skilled, technical labor. If such labor is difficult to identify and subsequently hire, we may be affected in materially adverse ways, including, among others, serious delays and expenses in training this non-technical labor or paying increased amounts to procure such labor.

There is a very real risk that the shares will not trade at anywhere near the offering price after the offering is consummated because of the increased number of shares outstanding after the offering.

There is a very real risk that the shares will not trade at anywhere near the offering price after the offering is consummated because of the increased number of number of shares outstanding after the offering and the resulting dilution in ownership percentage.

We have never paid dividends on our common stock and you may never receive dividends. There is a risk that an investor in our company will never see a return on investment and the stock may become worthless.

We have never paid dividends on our common stock. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be at the discretion of the Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Future dividends may also be affected by covenants contained in loan or other financing documents, which may be executed by us in the future. Therefore, there can be no assurance that cash dividends of any kind will ever be paid. If you are counting on a return on your investment in the common stock, the shares are a risky investment.

Table of Contents

There is currently a limited market for our Common Stock.

There is currently a limited trading market for our shares of Common Stock, and there can be no assurance that a more substantial market will ever develop or be maintained. Any market price for shares of our Common Stock is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our Common Stock. Further, there is no correlation between the present limited market price of our Common Stock and our revenues, book value, assets or other established criteria of value. The present limited quotations of our Common Stock should not be considered indicative of the actual value of HISC or our Common Stock

Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the stock price. There is a risk that this downward pressure may make it impossible for an investor to sell his shares at any reasonable price.

Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could put downward selling pressure on our shares, and adversely affect the market price of our common stock. Such sales could be made pursuant to Rule 144 under the Securities Act of 1933, as amended, as shares become eligible for sale under the Rule.

This offering is being conducted by our officers and directors; there is no minimum offering amount.

We intend to conduct this offering through our officers and directors who have no experience in selling securities. In addition, there is no minimum offering amount. While we do intend to continue the offering until all shares are sold, there can be no assurance that we will sell even a minimum number of shares. Should this happen, we will utilize other means of raising capital. Our ability to continue our growth will depend on our ability to raise capital from other sources.

An arbitrary determination of the offering price increases the risk that purchasers of the shares in the offering will pay more than the value the public market ultimately assigns to our common stock and more than an independent appraisal value of us.

The offering price for the shares was arbitrarily determined by our management. The offering price bears no relation to our assets, revenues, book value or other traditional criteria of value. Investors may be unable to resell their shares at or near the offering price, if they are able to resell the shares at all .

While Pro.Sec has paid $26,970 for one Quantum Sniffer unit so far, there can be no assurance that Pro.Sec will purchase, or arrange purchasers for, the remaining units specified in its purchase orders.

If Pro.Sec is unable to perform its obligations under the purchase orders, the $7.9 million in expected revenues which would have accrued to us will not materialize. However, we believe that Pro.Sec’s purchase orders constitute legally enforceable obligations. Based on our collaboration and sales demonstrations in the Middle East with Pro.Sec, management believes that Pro.Sec will have ready, willing and able buyers in the contracted amounts by the July 9, 2006 delivery date specified in the purchase orders.

Table of Contents

Products purchased by Pro.Sec require an export license for delivery and there is a risk that such license will not be approved in a timely manner and would require us to delay shipment.

On August 7, 2005 we applied for an export license with the U.S. Department of Commerce and are currently awaiting approval of such license. However, there is no guarantee as to the length of time it will take the Department of Commerce to grant such export license for products being shipped to an end user in the Middle East, which would cause a delay in shipment of products to Pro.Sec. On July 9, 2005, we received a purchase order from Pro.Sec SARL, a Lebanese security company headed by General Pierre H. Georgiou, for 5,000 CyberTrackers in the amount of $2,499,950, and for 200 Quantum Sniffers in the amount of $5,400,000 for delivery on or before July 9, 2006. As announced on October 5, 2005, we received a payment from Pro.Sec in the amount of $26,970.20 as a deposit for the purchase of one demonstration unit of a Quantum Sniffer.

The loss of our major customer, Pro.Sec, could have an adverse effect on the future growth plans of our company.

We have a material reliance on Pro.Sec as a major customer of ours. This represents a concentration of credit risk. The loss of this customer could have a material negative effect on the future growth plans of our company.

FORWARD LOOKING STATEM ENTS

Included in this registration statement are various forward-looking statements, which can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "estimate," "continue," "believe" or other similar words. We have made forward-looking statements with respect to the following, among others: our goals and strategies; our ability to earn sufficient revenues; our ability to continue as a going concern; and our future revenue performance and our future results of operations. These statements are forward-looking and reflect our current expectations. These forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond our control.

The factors described above and the risk factors referred to in "Risk Factors" could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. Therefore, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all such factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Table of Contents

USE OF PROCE EDS

The net proceeds of this offering will be $55,955,237 (gross proceeds of $56,000,000 [assuming all options are exercised] less offering costs of $44,763) if all of the shares are sold. We intend to use the net proceeds according to the following schedule:

	Shares Sold in Offering
	10%		25%		50%		100%

PROCEEDS
Gross Proceeds	$	5,600,000	$	14,000,000	$	28,000,000	$	56,000,000
Less Offering Costs	$	44,763	$	44,763	$	44,763	$	44,763

Net Proceeds	$	5,555,237	$	13,955,237	$	27,955,237	$	55,955,237

USES
Working Capital	$	1,555,237	$	3,955,237	$	7,955,237	$	15,955,237
Advertising	$	1,000,000	$	2,500,000	$	5,000,000	$	10,000,000
Inventory Purchases	$	3,000,000	$	7,500,000	$	15,000,000	$	30,000,000

Total Uses	$	5,555,237	$	13,955,237	$	27,955,237	$	55,955,237

DETERMINATION OF OFFERING PRICE

Our Common Stock is traded on the pink sheets under the symbol “HISC”. The offering price for the shares was arbitrarily determined by our management. The offering price bears no relation to our assets, revenues, book value or other traditional criteria of value.

DILUTI ON

At September 30, 2005, our net tangible book value was $2,501,926, or $.003 per share of common stock, with 756,139,998 shares issued and outstanding. Net tangible book value per share represents total tangible assets, less total liabilities, divided by the number of shares of common stock outstanding.

Assuming the sale of the 100,000,000 shares offered by us under this prospectus at a public offering price of $.50 per share, and the 60,000,000 shares offered upon conversion of the stock options at $.10 strike price per share, of which there is no assurance, and after deducting the estimated expenses of this offering, our pro forma net tangible book value, at September 30, 2005 would have been $58,457,163, or $.06 per share of common stock, with 916,139,998 shares issued and outstanding. This represents an immediate increase in net tangible book value of $.057 per share to existing stockholders and an immediate dilution of $.44 per share to new investors participating in this offering, exclusive of the effects on the option holders. If HISC actually sells less than the full 160,000,000 shares it is offering, the dilution to purchasers will increase proportionately.

Table of Contents

Purchasers of the shares will have paid $.50 per share for 100,000,000 shares, or 11 percent of issued and outstanding common stock, compared to an average price per share of $.06 paid in cash to HISC by existing stockholders for 756,139,998 shares, or 89 percent of the issued and outstanding common stock. The cash amount paid by existing stockholders does not include the value of services received.

Assumed public offering price per share	$	0.500
Net tangible book value per share before this offering	$	0.003
Increase attributable to new investors	$	0.057
Net tangible book value per share after this offering	$	0.060
Dilution per share to new stockholders	$	0.440

The offering price of our common stock is based on the then-existing market price. In order to give prospective investors an idea of the dilution per share that they may experience, we have prepared the following table showing the dilution per share at various assumed offering prices:

ASSUMED OFFERING PRICE	NO. OF SHARES TO BE ISSUED	DILUTION PER SHARE TO NEW INVESTORS

$.10	100,000,000	$.08
$.20	100,000,000	$.17
$.30	100,000,000	$.26
$.40	100,000,000	$.35
$.50	100,000,000 (1)	$.44
$.60	100,000,000	$.53
$.70	100,000,000	$.62

(1)	Represents the maximum number of common shares that are being registered by us at this time other than for the 60,000,000 common shares being registered separate and apart from these to cover potential exercise of the 60,000,000, options we granted.

SELLING SECURITY HOLD ERS

This prospectus covers the sale of 187,000,000 shares of our common stock. None of the selling security holders are “affiliated” with our company within the meaning of the Securities Act of 1933, as amended.

The following table sets forth the name of each selling security holder and the number of shares of common stock beneficially owned by each selling security holder, all of which is included for sale in this prospectus. Assuming the sale of all of the shares offered by each selling security holder, neither of them will own any of our shares at the conclusion of the offering.

Table of Contents

SELLING SECURITY HOLDERS TA BLE

Name	Relationship With Issuer	Amount Owned Prior to Offering	Amount To Be Registered	Amount Owned After Offering	Percent Owned Before/After Offering

Big Apple Consulting USA, Inc. (1)	Consultant	28,000,000	28,000,000	0	0.04%/0%
A-Z Consulting, Inc. (2)	Consultant	39,000,000	39,000,000	0	0.05%/0%
MJMM Investments, LLC (3)	Consultant	10,000,000	10,000,000	0	0.01%/0%
Management Solutions Int’l, Inc.(4)	Consultant	10,000,000	10,000,000	0	0.01%/0%
TOTALS		87,000,000	87,000,000	0	0.11%/0%

_______________________

(1) Big Apple Consulting USA, Inc. is a Delaware corporation, which is controlled by Marc Jablon. Big Apple Consulting USA, Inc. received the 8,000,000 shares of our common stock for investor relations services and public relations services for us and 20,000,000 shares reserved for future exercise of options.

(2) A-Z Consulting, Inc., a Pennsylvania corporation, which is equally owned by Michael J. Bongiovanni and R. Chris Cottone. A-Z received the 19,000,000 shares of our common stock being registered in this offering for their assistance in preparing this registration statement and 20,000,000 shares reserved for future exercise of options.

(3) MJMM Investments, LLC, (MJMM) a Pennsylvania limited liability company, which is controlled by Mark Kaley, received the option to purchase up to 10,000,000 shares of our common shares being registered in this offering at $.10 per share.

(4) Management Solutions International, Inc. (MSI), a Florida corporation, which is owned by Big Apple Consulting USA, Inc., received the option to purchase 10,000,000 stock options for shares of our common stock being registered in this offering at $.10 per share.

None of these selling security holders informed us that he has any agreements, arrangements or understandings for the sale of his or her shares. All expenses of the registration of common stock on behalf of the selling security holders are being borne by our company.

PLAN OF DISTRIBUT ION

By Homeland Integrated Security Systems, Inc.

We are offering 100,000,000 shares of its common stock in a self-underwritten public offering. We do not intend to use an underwriter for this offering but we may use participating brokers. We intend to offer the shares of our Common Stock being registered through our officers and directors, including Frank A. Moody, II, Brian Riley, Ian Riley, Fredrick Wicks and Chris Panel. None of these officers or directors will receive any compensation for shares sold. We may also pay participating brokers a commission of up to the maximum allowable rate to assist in our effort to sell the shares. None of our officers or directors have ever been affiliated with or employed by a securities broker-dealer. The offering will commence as of the date of this prospectus and will continue until all shares are sold. In this regard, we intend to amend this prospectus as needed. There is no minimum offering amount. We intend to offer the Shares in states where we can offer them. We may concentrate our sales efforts in the state of North Carolina.

Table of Contents

We plan to sell the shares directly to investors at a price of $.50 per share. We intend to use advertising and other means of public communication, including an explanation on our Web site of how to obtain a prospectus. We will receive the net proceeds from the sale of the 100,000,000 shares. There is no assurance that we will be able to sell all or any of these shares.

By Selling Security Holders

The selling security holders are offering 87,000,000 shares of our common stock under this prospectus. We do not have any plan, agreement or understanding with the selling security holders regarding the coordination of our offering with theirs. In the event any of the selling security holders engages an underwriter, we will be obligated to amend this prospectus to identify the underwriter and disclose the terms of the underwriter’s compensation and disclose any change in the plan of distribution.

The selling security holders may sell the shares from time to time directly to purchasers or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or from the purchasers. We do not expect these discounts, concessions or commissions to be in excess of those customary in the types of transactions involved. We will not receive any proceeds from the sale of shares by selling security holders.

The shares may be sold in one or more transactions at then prevailing market prices at the time of sale, at prices related to prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be in transactions, which may involve crosses or block transactions:

·	On the OTC Bulletin Board or in the over-the-counter market.

·	In transactions other than on the OTC Bulletin Board or on the over-the-counter market.

·	Through the writing of options, whether the options are listed on an options exchange or otherwise.

·	Through the settlement of short sales made after the effective date of this prospectus.

In connection with the sale of the shares, or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling security holders may also sell our common stock short, provided the sale is not made to close out their short positions, or loan or pledge their shares to broker-dealers who in turn may sell the shares.

The aggregate proceeds to the selling security holders from the sale of the shares offered by them will be the purchase price of the shares less discounts, concessions and commissions, if any. The selling security holders reserve the right to accept an, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of the shares to be made directly or through agents.

Table of Contents

In order to comply with the securities laws of some states, if applicable, the shares may be sold in these jurisdictions only through registered or licensed securities brokers or dealers. In addition, in some states, the shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and has been complied with.

The selling security holders and any underwriters, broker-dealers or agents who participate in the sale of the shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, concessions, commissions or profit they earn on any resales of the shares may be underwriting discounts or commissions under the Securities Act. Selling security holders and their agents who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Act. We have advised the selling security holders that they or persons acting on their behalf are required to deliver a copy of this prospectus when making sales of the shares.

In addition, any shares covered by this prospectus which also qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. A selling security holder may transfer, devise or gift his shares by other means not described in this prospectus.

This offering of shares for resale by the selling security holders will begin on the date of this prospectus and continue as long as this prospectus is in effect or until the selling security holders have sold all of their shares, whichever occurs first. If required, we will distribute a supplement to this prospectus or amend the registration statement of which this prospectus is a part to describe material changes to the terms of the offering.

We are paying all of the costs for registering the shares for resale by the selling security holders. These expenses include the SEC’s filing fees and filings fees under state securities or “blue sky” laws. The selling security holders will pay all underwriting discounts, commissions, transfer taxes and other expenses associates with their resale of the shares.

Regulation M Applies To The Selling Security Holders :

We have informed the selling security holders that a selling security holder, a group of selling security holders acting together, and family members of selling security holders should not place any bid for, purchase or attempt to purchase, directly or indirectly, any of our common shares in the public market before he, or all of them in the case of a group, have sold all of our shares he or she is entitled to sell under this prospectus. Also, the selling security holders should not attempt to convince anyone else to bid for or purchase our common stock in the public market before he has sold all of his shares covered by this prospectus. To do so may violate Regulation M under the Securities Exchange Act. Any person who, directly or indirectly, bids for or effects any purchase of the common stock for the purpose of pegging, fixing or maintaining the price of our common shares, practices known as “stabilizing”, may violate Regulation M if the action does not comply with Regulation M. Furthermore, no person should engage in any activity that is fraudulent, manipulative, or deceptive under the federal securities laws and regulations.

Table of Contents

LEGAL PROCEEDI NGS

Pending or Threatened Litigation, Claims and Assessments

Bellsouth Advertising and Publishing v. BBI Computer Solutions, Inc. d/b/a Cyber Cynergy , pending in the State of North Carolina, County of Buncombe, bearing index number 05-CV-2285 in the Superior Court Division of the General Justice Court. In this case, the plaintiff sued for monies allegedly owed under a breach of contract theory. The plaintiff asserted that the defendant failed to pay monies due under a Yellow Pages Directory Advertising Order in 2002-2003 and 2003-2004. Plaintiff alleges that it is owed Thirteen Thousand Eight Hundred Eighty Seven Dollars and Forty-Two Cents ($13,887.42).

Currently, issue has not been joined in the action. The Complaint has been served, but prior to interposing an answer the Defendants are attempting to settle this action. While it is anticipated that this action will be settled without any further litigation, in the event such settlement fails to materialize then the Defendant will vigorously defend the allegations of the Complaint as the Defendant believes the allegations and claims to be without merit. As with any legal matter, it is impossible to predict the outcome of litigation, but as stated above the Defendant believes the action to be without merit.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PER SONS

Directors and Executive Officers

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have five directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

*Name*	*Age*	*Position*

Frank A. Moody, II	46	President, Chief Executive Officer and Director
Brian Riley	55	Chief Information Officer and Director
J. Ian Riley	22	Chief Technology Officer and Director
Fredrick W. Wicks	58	Chief Operating Officer and Director
Chris Panel	40	Director

Backgrounds of Directors and Executive Officers

Frank A. Moody, II has been President & CEO and a Director of HISC since its inception . Mr. Moody formed his own company, Able Outdoor, Inc., which leased, built, sold, and managed hundreds of billboard signs. Later, Moody merged his company with PNE Media, where he was the Regional Manager of 5 states. PNE subsequently sold that corporation to The Lamar Companies - one of America’s three largest billboard conglomerates.

Table of Contents

Mr. Moody is a graduate of the University of Kentucky with degrees in Advertising, Statistical Design and Analysis and Psychology. In 1983, he became the Premier Salesman for Summey Outdoor Advertising, in Asheville, North Carolina, winning numerous awards for outstanding Leadership, Outstanding Salesman, and recognized repeatedly in: Who’s Who of Western North Carolina, Who’s Who of American Executives & Entrepreneurs, and Who’s Who of the University of Kentucky.

Mr. Moody has contracted with, and sold to national advertisers such as Harrah’s Casino, Osh Kosh B’Gosh, Tanger Factory Outlets and Levi Strauss. He has also been instrumental in special zoning work for Hyatt Hotels, Motel 6, Super 8 Hotels, and Cracker Barrel. While a consultant for0 OTR Media, Inc., Mr. Moody pioneered the Rigs for Kids project, which is National missing children’s awareness and recovery campaign. While with OTR Media, he developed and spearheaded the business model under which that company still functions today.

Brian Riley has served as Chief Information Officer and Director of HISC since 2004. Mr. Riley is a 35-year veteran of both profit and not-for-profit businesses. He holds a B.A. in psychology and sociology from East Carolina University. In addition he holds a Masters Degree in Clinical Psychology from East Carolina University and has completed additional graduate studies at the University of North Carolina and the University of California, San Diego campus. Mr. Riley has owned several businesses in the southeastern United States as well as serving as the Executive Director and CEO for several large not-for-profit corporations. In that capacity, he has specialized in developing for-profit business ventures to support dwindling government support. Brian Riley is the father of J. Ian Riley.

J. Ian Riley has served as HISC’ Chief Technology Officer and Director since 2004. Mr. Riley is a 10-year veteran of the rapidly changing technology industry. He holds certifications in the technology field from Nokia, Motorola, Microsoft, Nextel, RIM and several colleges. During his tenure, he has been CEO and provided the technological leadership for three privately held corporations. He is the founder of BBI Computer Solutions and Cyber Cynergy. Cyber Cynergy is the retail division of Homeland Integrated Security Systems. Cyber Cynergy was one of the first independent retail establishments to combine full service technology with cellular telephony and data transfer. Through his abilities in systems integration, he is credited with the development of the CyberTracker. J Ian Riley is the son of Brian Riley.

Fredrick W. Wicks has served in the capacity as Chief Operating Officer and Director of HISC since 2004 . Mr. Wicks comes to Homeland Integrated Security Systems, Inc. with a diverse background in domestic and international sales, marketing, product development and operations. Most notably, he is noted for his organizational skills and the ability to rapidly put together a highly effective sales team in the field. He has proven during his extensive experience as a P&L executive that he can increase sales dramatically while simultaneously cutting and containing costs. His background includes development and launch of several high technology products. The contacts that Wicks has will allow him to begin immediately to develop sales in the U.S., Canada, South America, Mexico, Europe and Asia.

Table of Contents

Mr. Wicks joins HISC after a four-year assignment as Senior Vice-President for a $13 billion European factory automation corporation. He has also been an executive with Rockwell International Corporation, Grand Vehicle Works, LLC and the Wicks Marketing Group, Inc., a company he started and managed for nine years. He has an MBA degree from Wayne State University in Michigan.

Mr. Wick’s role will be to develop a first class team of professionals to bring the HISC unique product to the world’s ports.

Chris Panel serves in the capacity as Director of HISC since June of 2005. Chris Panel serves as Area Director for National Retail Distribution for the Sprint-Nextel Corporation.

Mr. Panel has seventeen years of experience in the telecommunications industry, beginning his career in corporate and government sales with Motorola. Mr. Panel has held positions as Regional Manager for a national Motorola distributor, General Manager, and Director of Sales and Distribution with Sprint-Nextel.

Mr. Panel’s responsibilities have included the development of direct and indirect sales channels. He is currently developing and implementing corporate sales strategies for distribution through mass merchandisers. He has an award-winning portfolio for sales accomplishments with fortune 100 companies.

He is a graduate of West Georgia University with a degree in Marketing.

Promoters

We have engaged Big Apple Consulting USA, Inc. for investor relations and public relations services for our Company. Our engagement with them provides that they will profile our Company to the investment community via telephone conference calls and distribution of public news to the brokerage community. We have paid Big Apple Consulting USA, Inc. 8,000,000 shares of our common stock for their services. A copy of our agreement with Big Apple Consulting USA, Inc. is attached as an exhibit to this registration statement.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish us with copies of all Section 16(a) reports they file. To the best of our knowledge (based solely upon a review of the Form 3, 4 and 5 filed), we believe that as of the end of this fiscal year, no officer, director or 10% beneficial shareholder failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended.

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGE MENT

Set forth below is information with respect to each person, entity or group know to have been the beneficial owner of more than 5% of HISC’s total combined voting shares, consisting of Common Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, as of September 30, 2005.

Name and Address of Beneficial Owner	Shares Beneficially Owned (1)	Percent of Total Combined Votes (1)
Frank A. Moody, II One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%
Brian Riley One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%
J. Ian Riley One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%

(1) Based on a total combined voting power of 2,378,876,668 shares outstanding as of September 30, (excluding 60,000,000 shares of common stock issuable upon the exercise of outstanding options).

Set forth below is information with respect to shares of each class of voting securities of HISC beneficially owned by (i) all directors and (ii) directors and executive officers of HISC as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures presented below.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Total Combined Votes (1)
Frank A. Moody, II One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%
Brian Riley One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%
J. Ian Riley One Town Square Boulevard, Suite 347 Asheville, NC 28803	4,500,000 Series A Preferred	18.9%
Fredrick W. Wicks One Town Square Boulevard, Suite 347 Asheville, NC 28803	500,000 Series A Preferred	2.1%
Chris Panel One Town Square Boulevard, Suite 347 Asheville, NC 28803	13,600,000 common shares 15,000 Series A Preferred	Less than .01

All Officers and Directors As a Group	13,600,000 common shares 14,015,000 Series A Preferred	59.5%

Table of Contents

(1)	Based on a total combined voting power of 2,378,876,668 shares outstanding as of September 30, 2005 (excluding 60,000,000 shares of common stock issuable upon the exercise of outstanding options).

The above mentioned officers and directors exchanged common stock they owned for preferred shares of HISC stock. The officers and directors did this because they believed there were too many shares of common stock issued and outstanding prior to the exchange at the time and they wanted to place a more appropriate valuation on HISC at such time that was better reflective of our company.

DESCRIPTION OF SECURI TIES

Qualification. The following statements constitute summaries of the material provisions of Homeland Integrated Security Systems, Inc.'s Certificate of Incorporation and Bylaws, as amended. Such summaries do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Incorporation and Bylaws, which are contained in the Exhibits to this registration statement .

Our Articles of Incorporation authorize the issuance of up to 10,000,000,000 Common Shares, $.00001 par value per Common Share. In addition, our Articles of Incorporation authorize the issuance of up to 200,000,000 shares of Preferred Stock, no par value, having such preferences, limitations and relative rights as may be determined by the Board of Directors or the shareholders from time to time.

Common Stock. Our Common Shares have a par value of $.00001 per share, and have the following rights.

Liquidation Rights. Upon liquidation or dissolution, after any required payments to holders of Preferred Stock, each outstanding Common Share will be entitled to share equally in the remaining assets of HISC legally available for distribution to shareholders after the payment of all debts and other liabilities.

Dividend Rights. There are no limitations or restrictions upon the rights of the Board of Directors to declare dividends out of any funds legally available thereof. Homeland Integrated Security Systems, Inc. has not paid dividends to date and it is not anticipated that any dividends will be paid in the foreseeable future. Our Board of Directors initially may follow a policy of retaining earnings, if any, to finance our future growth. Accordingly, future dividends, if any, will depend upon, among other considerations, Homeland Integrated Security Systems, Inc.'s need for working capital and its financial conditions at the time.

Voting Rights. Holders of Common Shares of Homeland Integrated Security Systems, Inc. are entitled to cast one vote for each share held at all shareholders meetings for all purposes.

Table of Contents

Other Rights. Common Shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional Common Shares in the event of a subsequent offering.

Preferred Stock. Our Articles of Incorporation authorize the issuance of Two Hundred Million (200,000,000) Preferred Shares, no par value per share. The shares of Preferred Stock have such preferences, limitations and relative rights as may be determined by the Board of Directors or the shareholders from time to time. We have issued three series of Preferred Stock, as follows: 10,000,000 shares of Series A Convertible Preferred Stock; 100,000,000 shares of Series B Convertible Preferred Stock; and 10,000,000 shares of Series C Convertible Preferred Stock.

The Series A Convertible Preferred Stock consists of 10,000,000 shares, of which 9,515,000 shares are currently issued and outstanding. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder thereof, into one hundred (100) shares of fully paid and non-assessable shares of common stock. In addition, the holders of the Series A Convertible Preferred Stock and the holders of the common stock are entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each share of Series A Convertible Preferred Stock shall have one vote for each full share of common stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of common stock shall have one vote per share of common stock held as of such date. The Series A Convertible Preferred Stock is entitled to a liquidation preference in an amount equal to $1.00 per share. Finally, in addition to any other rights provided by law, we are prohibited from, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock, from taking certain corporate actions including, among other things, making any fundamental changes to our business, amending the terms of the Series A Convertible Preferred Stock or issuing additional shares of Series A Convertible Preferred Stock, accruing any indebtedness in excess of $1,000,000, making any change in the size or number of authorized directors or repurchasing any of our common stock.

The Series B Convertible Preferred Stock consists of 100,000,000 shares, of which 20,654,167 shares are currently issued and outstanding. Each share of Series B Convertible Preferred Stock is convertible, at the option of the holder thereof, into ten (10) shares of fully paid and non-assessable shares of common stock. In addition, the holders of the Series B Convertible Preferred Stock and the holders of the common stock are entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each share of Series B Convertible Preferred Stock shall have one vote for each full share of common stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of common stock shall have one vote per share of common stock held as of such date. The Series B Convertible Preferred Stock is entitled to a liquidation preference in an amount equal to $1.00 per share. Finally, in addition to any other rights provided by law, we are prohibited from, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series B Convertible Preferred Stock, from taking certain corporate actions including, among other things, making any fundamental changes to our business, amending the terms of the Series B Convertible Preferred Stock or issuing additional shares of Series B Convertible Preferred Stock, accruing any indebtedness in excess of $1,000,000, making any change in the size or number of authorized directors or repurchasing any of our common stock.

Table of Contents

The Series C Convertible Preferred Stock consists of 10,000,000 shares, of which 1,145,000 shares are currently issued and outstanding. Each share of Series C Convertible Preferred Stock is convertible, at the option of the holder thereof, into one (1) share of fully paid and non-assessable shares of common stock at a 20% discount to market based upon an average ten day closing price. In addition, the holders of the Series C Convertible Preferred Stock and the holders of the common stock are entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each share of Series C Convertible Preferred Stock shall have one vote for each full share of common stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of common stock shall have one vote per share of common stock held as of such date. The Series C Convertible Preferred Stock is entitled to a liquidation preference in an amount equal to $1.00 per share. Finally, in addition to any other rights provided by law, we are prohibited from, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series C Convertible Preferred Stock, from taking certain corporate actions including, among other things, making any fundamental changes to our business, amending the terms of the Series C Convertible Preferred Stock or issuing additional shares of Series C Convertible Preferred Stock, accruing any indebtedness in excess of $1,000,000, making any change in the size or number of authorized directors or repurchasing any of our common stock.

INTEREST OF EXPERTS AND COUNSEL

Our Financial Statements for the period ended December 31, 2004, have been included in this prospectus in reliance upon Traci J. Anderson, C.P.A., independent Certified Public Accountant, as an expert in accounting and auditing.

John Hanzel, Esquire has rendered an opinion on the validity of our common stock being registered. John Hanzel, Esquire is not an affiliate of Homeland Integrated Security Systems, Inc.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.

Our Articles of Incorporation and By-Laws do not provide for indemnification of officers, directors, employees and agents of the company. However, under Section 850(1) of Chapter 607 of Florida Revised Statutes, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Table of Contents

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceedings, is asserted by such director, officer, or controlling person in connection with any securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issues.

ORGANIZATION WITHIN LAST FIVE YEARS

We consummated a reverse merger with Second Colonial Mining and Engineering Co., a Canadian corporation, which merged into Homeland Integrated Security Systems, Inc. In late 2004, we merged with BBI Computer Solutions, Inc. d/b/a Cyber Cynergy, a technology company and began retail wireless phone and related accessories and service operations principally in the Asheville, North Carolina area. We are now setting course to provide in the future integrated systems to national and international port authorities, airports, train stations, military, and government facilities and inter-modal carriers. As mentioned briefly above, we also have a retail division which provides technology solutions including cellular services, data transmissions, networking and computer solutions.

On September 1, 2001, our wholly owned subsidiary, BBI Computer Solutions, Inc. entered into a five year equipment lease agreement with LeaseComm, Inc. at $176.40 per month. This lease expires in September of 2006.

On June 6, 2003, our wholly owned subsidiary, BBI Computer Solutions, Inc. entered into an agency agreement with BellSouth Personal Communications, LLC DBA Cingular Wireless whereby we became an agent for its products and services.

On January 15, 2004, our wholly owned subsidiary, BBI Computer Solutions, Inc. entered into an authorized representative agreement with Nextel South Corp. whereby we became an authorized agent for its products and services.

On June 7, 2004, our wholly owned subsidiary, BBI Computer Solutions, Inc. entered into an equipment and prepaid purchase agreement with Cingular Wireless, LLC.

On August 16, 2004, we consummated a reverse merger with Second Colonial Mining and Engineering Co., a Canadian corporation.

In August of 2004, we affected a 66.13 for one forward split.

Table of Contents

In the first quarter of 2005, we entered into a Consulting Services Agreement with A-Z Consulting, Inc. Under the terms of the agreement, A-Z Consulting, Inc. has agreed to use its best efforts to assist us in having our common stock publicly traded. In exchange for the following services, we have agreed to pay A-Z Consulting, Inc. $57,000. These services include:

·	Assistance with the preparation of our Form SB-2 registration statement;

·	State Blue-Sky compliance

·	Selection of an independent stock transfer agent; and

·	EDGAR services.

During the first quarter of 2005, we issued 19,000,000 shares of our common stock to A-Z Consulting, Inc. for professional services, including:

·	Assistance in preparation of private offering documents

·	Compliance with state Blue Sky regulations

·	Compliance with the Securities and Exchange Commission's periodic reporting requirements

·	Tax and accounting services

·	EDGAR services

·	Preparation of interim financial information

·	Other consulting services.

We valued the common shares at then current market price of $.003 per share, yielding an aggregate amount of $57,000. This amount was included under operating expenses in our financial statements for the three months ended March 31, 2005.

During the first quarter of 2005, we issued 1,500,000 Series A preferred shares to each of Frank A. Moody, II, Brian D. Riley and Ian Riley for services rendered. We recorded an expense in the statement of operations for the three months ended March 31, 2005 of $151,000 equal to the fair value of services rendered during such quarter.

In March 2005, we entered into a consulting services agreement with MJMM Investments, LLC. (hereinafter, “MJMM”). MJMM has marketed and promoted our business to the financial community, specifically brokers. The agreement expires in six months after its effective date. MJMM is compensated on a monthly basis in the amount of $50,000 for which payment has been made in stock.

In March 2005, we increased our authorized common stock to ten billion shares with a par value of $.00001 per share.

In April 2005, our board of directors and majority shareholders authorized a new class of Series A preferred stock. We filed amended articles of incorporation with the State of Florida thus creating ten million authorized Series A preferred shares whereby each share is convertible into one hundred shares of common stock.

On May 16, 2005, we filed an amendment to our articles of incorporation for our wholly owned subsidiary C2 of N.C., Inc. to change its name to Cyber Cynergy, Inc.

Table of Contents

On May 25, 2005 we entered into a lease agreement with Two Town Square for additional office space mainly for our management and operations team. The lease expires on July 31, 2007.

On May 27, 2005, we entered into a sales representative employment agreement with Barry Bennett for $5,800 per month and for a one year term.

On June 22, 2005, we entered into a sales representative agreement and strategic alliance agreement with DukePro in order to enhance our sales reach.

In June 2005, our board of directors and majority shareholders authorized a new class of Series B preferred stock. We filed amended articles of incorporation with the State of Florida thus creating 100 million authorized Series B preferred shares whereby each share is convertible into ten shares of common stock.

In June 2005, we entered into signed share exchange agreements with various consulting firms:

·	TPC Consulting, Inc. for 20,000,000 common shares in exchange for 4,000,000 Series B preferred shares.

·	Direct Consulting, Inc. for 20,000,000 common shared in exchange for 4,000,000 Series B preferred shares.

·	Oceann, Inc. for 13,270,833 common shares in exchange for 2,654,167 Series B preferred shares.

·	Starr Consulting, Inc. for 25,000,000 common shares in exchange for 5,000,000 Series B preferred shares.

·	LSV & Associates for 25,000,000 common shares in exchange for 5,000,000 Series B preferred shares.

In July 2005, we entered into an agreement with Big Apple Consulting USA, Inc. (hereinafter, “Big Apple”). Big Apple was granted an option to purchase $2,000,000 of common stock at $.10 per share price. We agreed to register 20,000,000 common shares of our stock in the name of Big Apple in an SB-2 registration statement with the SEC within 30 days of the date of this agreement which shall become effective within 90 days after the date of such SB-2 filing date.

In July 2005, we entered into an agreement with Big Apple whereby Big Apple will provide consulting services to us. Big Apple will be compensated on a monthly basis in the amount of $75,000. If payment is to be made in stock, Big Apple shall be entitled to receive $75,000 per month worth of our common stock based upon the previous 10 day average closing bid price. The terms of this agreement shall commence on October 1, 2005.

In October 2005, we entered into a non-binding letter of intent with Actsoft, Inc. (Actsoft). We offered to purchase all of the issued and outstanding stock of Actsoft. We offered to purchase this stock in exchange for $15,000,000 cash or other consideration secured by common shares to be registered in our Form SB-2 registration statement and $15,000,000 worth of our stock at a price per share of $.50. As a non-refundable deposit valued at $200,000, we agreed to issue 2,000,000 shares of our common stock to the owners of ActSoft when the Form SB-2 registration statement is filed. The $200,000 amount above shall reduce the amount due at time of closing.

Table of Contents

From March 2005 to September 2005, we sold 749,628,827 shares of our common stock, $.0001 par value, between $.001-.10 per share to unrelated investors in what was a private placement within the meaning of the rules and regulations under the Securities Act. Aggregate proceeds amounted to $1,316,099. We relied upon the exemption from registration provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act, and on comparable exemptions under state laws. We believe these exemptions were available because the issuances were made to accredited investors in transactions not involving a public offering and we provided investors with the disclosures required by Regulation D.

From April to June, 2005, we issued 267,853,158 shares of common stock to six investors for an aggregate of $956,454.00 in proceeds in an offering that was exempt from registration under Rule 504 of Regulation D under the Securities Act of 1933, as amended. The investors were accredited investors with in the meaning of Rule 501(a) of the Securities Act, and the offering was made entirely to entities that were incorporated in or residents of the State of Pennsylvania.

In the quarter ending September 30, 2005, we sold 1,095,000 shares of our Series C preferred stock, $.001 par value at $1.00 per share to unrelated investors in what was a private placement within the meaning of the rules and regulations under the Securities Act. Aggregate proceeds amounted to $1,095,000. We relied upon the exemption from registration provided by Section 4(2) of the Securities Act, and on comparable exemptions under state laws. We believe this exemption was available because the issuances were made to accredited investors in transactions not involving a public offering and we provided investors with the appropriate disclosures. Also, we made this offering based on the following facts: (1) the issuance was in isolated private transactions which did not involve a public offering; (2) in each case there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

In September 2005, our board of directors and majority shareholders authorized a new class of Series C preferred stock. We filed amended articles of incorporation with the State of Florida thus creating ten million authorized Series C preferred shares whereby each share is convertible into one share of common stock at a 20% discount to market based upon the ten day average closing price.

During the third quarter of 2005, we issued 3,000,000 Series A preferred shares to each of Frank A. Moody, II, Brian D. Riley and Ian Riley in exchange for 291,350,000 common shares that were retired.

On September 1, 2005, we entered into various employment agreements with key personnel as follows.

Table of Contents

Frank A. Moody, II, CEO, President and Director is employed as an executive in a principal executive and managerial capacity until July 31, 2012. After January 1, 2009, either Mr. Moody or us may, at any time terminate his employment subject to certain restrictions and conditions on four months prior written notice to the other party. The agreement can be renewed automatically for succeeding terms of three years each unless either party gives written notice to the other at least ninety days prior to the expiration of any term of Mr. Moody’s or our intention not to renew pursuant to our bylaws. Mr. Moody agrees that during the term of this contract and for a period of two years after termination of the employment agreement, he shall not directly or indirectly solicit, hire, recruit, or encourage any of our other employees. During the period of employment, we shall pay to him a salary to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall his salary be less than the compensation presently received by him. Currently and as of the date of the employment agreement, Mr. Moody is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. However, at the discretion of the CEO, the CEO can elect to compensate Mr. Moody with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. Executive will receive incentive compensation equal to two percent (2%) of our ''income from operations,'' defined as our net income before taxes, amortization of intangible assets and interest on long-term debt. Mr. Moody’s incentive compensation will be calculated annually based on our audited financial statements for the fiscal year, and wi1l be payable in lump sum on July 1 of each year. Such payments will be subject to normal payroll deductions for state and federal withholding and social security taxes. No incentive compensation will be paid to Mr. Moody for any year in which our income from operations is less than $25,000. In addition, for each fiscal year in which our net profits exceed Two Hundred Fifty Thousand ($250,000) Dollars or the net profits for that fiscal year exceed our net profits for the previous fiscal year by Fifteen (15%) percent, whichever is less, we agree to pay Mr. Moody, within three (3) months after the close of that fiscal year, an annual profit-sharing payment equal to Twelve and one half (12.5%) percent of that excess, provided, however, that the total amount of this payment shall not exceed One Million ($1,000,000) Dollars. For purposes of this subparagraph, the “net profits” shall be the net profits as reflected on either the audited financials or our tax returns, whichever value for the net profits is less. Finally, we also agree to transfer to Mr. Moody each year during the term of employment, within one month after the close of each fiscal year during all of which the Executive served as our President, the number of our shares stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Mr. Moody, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas: (i) if we are not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or (ii) if we are publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price. Furthermore, we granted Mr. Moody an option to purchase Five Hundred Thousand (500,000) shares of our common stock at a purchase price of $0.10 per share per year. This option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Moody shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to this option until Mr. Moody has exercised the option and has become the shareholder of record of those shares. This option is not assignable. This option may only be exercised by Mr. Moody during the term of Mr. Moody’s employment hereunder. However, in the event that the employment term is terminated by us for reasons other than for cause, Mr. Moody shall retain the right to exercise any unused portion of the option until either the day on which this agreement would have terminated naturally or two years from the date of termination, whichever is earlier.

Table of Contents

Brian D. Riley, Chief Information Officer and Director, is employed as an executive in a principal executive and managerial capacity until July 31, 2012. After January 1, 2009, either Mr. Riley or us may, at any time terminate his employment subject to certain restrictions and conditions on four months prior written notice to the other party. The agreement can be renewed automatically for succeeding terms of three years each unless either party gives written notice to the other at least ninety days prior to the expiration of any term of Mr. Riley’s or our intention not to renew pursuant to our bylaws. Mr. Riley agrees that during the term of this contract and for a period of two years after termination of the employment agreement, he shall not directly or indirectly solicit, hire, recruit, or encourage any of our other employees. During the period of employment, we shall pay to him a salary to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall his salary be less than the compensation presently received by him. Currently and as of the date of the employment agreement, Mr. Riley is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. However, at the discretion of the CEO, the CEO can elect to compensate Mr. Riley with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. Executive will receive incentive compensation equal to two percent (2%) of our ''income from operations,'' defined as our net income before taxes, amortization of intangible assets and interest on long-term debt. Mr. Riley’s incentive compensation will be calculated annually based on our audited financial statements for the fiscal year, and wi1l be payable in lump sum on July 1 of each year. Such payments will be subject to normal payroll deductions for state and federal withholding and social security taxes. No incentive compensation will be paid to Mr. Riley for any year in which our income from operations is less than $25,000. In addition, for each fiscal year in which our net profits exceed Two Hundred Fifty Thousand ($250,000) Dollars or the net profits for that fiscal year exceed our net profits for the previous fiscal year by Fifteen (15%) percent, whichever is less, we agree to pay Mr. Riley, within three (3) months after the close of that fiscal year, an annual profit-sharing payment equal to Twelve and one half (12.5%) percent of that excess, provided, however, that the total amount of this payment shall not exceed One Million ($1,000,000) Dollars. For purposes of this subparagraph, the “net profits” shall be the net profits as reflected on either the audited financials or our tax returns, whichever value for the net profits is less. Finally, we also agree to transfer to Mr. Riley each year during the term of employment, within one month after the close of each fiscal year during all of which the Executive served as our President, the number of our shares stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Mr. Riley, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas: (i) if we are not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or (ii) if we are publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price. Furthermore, we granted Mr. Riley an option to purchase Five Hundred Thousand (500,000) shares of our common stock at a purchase price of $0.10 per share per year. This option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Riley shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to this option until Mr. Riley has exercised the option and has become the shareholder of record of those shares. This option is not assignable. This option may only be exercised by Mr. Riley during the term of Mr. Riley’s employment hereunder. However, in the event that the employment term is terminated by us for reasons other than for cause, Mr. Riley shall retain the right to exercise any unused portion of the option until either the day on which this agreement would have terminated naturally or two years from the date of termination, whichever is earlier.

Table of Contents

Fredrick Wicks, Chief Operating Officer and Director, is employed as an executive in a principal executive and managerial capacity until July 31, 2012. After January 1, 2009, either Mr. Wicks or us may, at any time terminate his employment subject to certain restrictions and conditions on four months prior written notice to the other party. The agreement can be renewed automatically for succeeding terms of three years each unless either party gives written notice to the other at least ninety days prior to the expiration of any term of Mr. Wicks’ or our intention not to renew pursuant to our bylaws. Mr. Wicks agrees that during the term of this contract and for a period of two years after termination of the employment agreement, he shall not directly or indirectly solicit, hire, recruit, or encourage any of our other employees. During the period of employment, we shall pay to him a salary to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall his salary be less than the compensation presently received by him. Currently and as of the date of the employment agreement, Mr. Wicks is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. However, at the discretion of the CEO, the CEO can elect to compensate Mr. Wicks with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. Executive will receive incentive compensation equal to two percent (2%) of our ''income from operations,'' defined as our net income before taxes, amortization of intangible assets and interest on long-term debt. Mr. Wicks’ incentive compensation will be calculated annually based on our audited financial statements for the fiscal year, and wi1l be payable in lump sum on July 1 of each year. Such payments will be subject to normal payroll deductions for state and federal withholding and social security taxes. No incentive compensation will be paid to Mr. Wicks for any year in which our income from operations is less than $25,000. In addition, for each fiscal year in which our net profits exceed Two Hundred Fifty Thousand ($250,000) Dollars or the net profits for that fiscal year exceed our net profits for the previous fiscal year by Fifteen (15%) percent, whichever is less, we agree to pay Mr. Wicks, within three (3) months after the close of that fiscal year, an annual profit-sharing payment equal to Twelve and one half (12.5%) percent of that excess, provided, however, that the total amount of this payment shall not exceed One Million ($1,000,000) Dollars. For purposes of this subparagraph, the “net profits” shall be the net profits as reflected on either the audited financials or our tax returns, whichever value for the net profits is less. Finally, we also agree to transfer to Mr. Wicks each year during the term of employment, within one month after the close of each fiscal year during all of which the Executive served as our President, the number of our shares stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Mr. Wicks, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas: (i) if we are not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or (ii) if we are publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price. Furthermore, we granted Mr. Wicks an option to purchase Five Hundred Thousand (500,000) shares of our common stock at a purchase price of $0.10 per share per year. This option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Wicks shall not have any of the rights of, nor be treated as; a shareholder with respect to the shares subject to this option until Mr. Wicks has exercised the option and has become the shareholder of record of those shares. This option is not assignable. This option may only be exercised by Mr. Wicks during the term of Mr. Wicks’ employment hereunder. However, in the event that the employment term is terminated by us for reasons other than for cause, Mr. Wicks shall retain the right to exercise any unused portion of the option until either the day on which this agreement would have terminated naturally or two years from the date of termination, whichever is earlier.

Table of Contents

Ian Riley, Chief Technical Officer and Director, is employed as an executive in a principal executive and managerial capacity until July 31, 2012. After January 1, 2009, either Mr. Riley or us may, at any time terminate his employment subject to certain restrictions and conditions on four months prior written notice to the other party. The agreement can be renewed automatically for succeeding terms of three years each unless either party gives written notice to the other at least ninety days prior to the expiration of any term of Mr. Riley’s or our intention not to renew pursuant to our bylaws. Mr. Riley agrees that during the term of this contract and for a period of two years after termination of the employment agreement, he shall not directly or indirectly solicit, hire, recruit, or encourage any of our other employees. During the period of employment, we shall pay to him a salary to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall his salary be less than the compensation presently received by him. Currently and as of the date of the employment agreement, Mr. Riley is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. However, at the discretion of the CEO, the CEO can elect to compensate Mr. Riley with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. Executive will receive incentive compensation equal to two percent (2%) of our ''income from operations,'' defined as our net income before taxes, amortization of intangible assets and interest on long-term debt. Mr. Riley’s incentive compensation will be calculated annually based on our audited financial statements for the fiscal year, and wi1l be payable in lump sum on July 1 of each year. Such payments will be subject to normal payroll deductions for state and federal withholding and social security taxes. No incentive compensation will be paid to Mr. Riley for any year in which our income from operations is less than $25,000. In addition, for each fiscal year in which our net profits exceed Two Hundred Fifty Thousand ($250,000) Dollars or the net profits for that fiscal year exceed our net profits for the previous fiscal year by Fifteen (15%) percent, whichever is less, we agree to pay Mr. Riley, within three (3) months after the close of that fiscal year, an annual profit-sharing payment equal to Twelve and one half (12.5%) percent of that excess, provided, however, that the total amount of this payment shall not exceed One Million ($1,000,000) Dollars. For purposes of this subparagraph, the “net profits” shall be the net profits as reflected on either the audited financials or our tax returns, whichever value for the net profits is less. Finally, we also agree to transfer to Mr. Riley each year during the term of employment, within one month after the close of each fiscal year during all of which the Executive served as our President, the number of our shares stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Mr. Riley, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas: (i) if we are not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or (ii) if we are publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price. Furthermore, we granted Mr. Riley an option to purchase Five Hundred Thousand (500,000) shares of our common stock at a purchase price of $0.10 per share per year. This option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Riley shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to this option until Mr. Riley has exercised the option and has become the shareholder of record of those shares. This option is not assignable. This option may only be exercised by Mr. Riley during the term of Mr. Riley’s employment hereunder. However, in the event that the employment term is terminated by us for reasons other than for cause, Mr. Riley shall retain the right to exercise any unused portion of the option until either the day on which this agreement would have terminated naturally or two years from the date of termination, whichever is earlier.

Table of Contents

We incurred the following promissory notes in exchange for cash:

Unsecured note payable to MJMM Investments, LLC, dated July 11, 2005, in the amount of $75,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated August 1, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated August 5, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated August 15, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated August 25, 2005, in the amount of $120,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated September 1, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated September 7, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated September 16, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated September 23, 2005, in the amount of $100,000. The interest on the note is 5% per year.

Unsecured note payable to MJMM Investments, LLC, dated September 30, 2005, in the amount of $100,000. The interest on the note is 5% per year.

All of the promissory notes above, collectively totaling $995,000 were converted by the creditor in October of 2005 into 995,000 shares of Series C preferred stock.

During the third quarter of 2005, we issued 181,818 shares of our common stock to Steven Goodman for professional consulting services. We valued the common shares at the market value of these services, yielding an aggregate amount of $10,000. This amount was included under operating expenses in our financial statements for the three months ended September 30, 2005.

Table of Contents

During the third quarter of 2005, the officers and directors exchanged common stock they owned for preferred shares of our stock. The officers and directors did this because they believed there were too many shares of common stock issued and outstanding prior to the exchange and they wanted to place an appropriate valuation on our company at such time.

DESCRIPTION OF BUSIN ESS

Company History

HISC affected a 66.13 for one forward split in August, 2004.

Overview

We are a high technology company that has evolved to meet the challenge of improving security for customers in diverse markets. We have developed integrated systems for their proposed use in national and International sea port, airports, train stations, military and government facilities, school districts, commercial buildings, law enforcement agencies and inter-modal carriers.

We have a retail division which provides technology solutions including cellular services, data transmissions, networking and custom computer solutions.

We utilize contractual relationships with Sprint/Nextel and Cingular to provide “leading edge” technology for its unique applications.

Our Corporate Structure

We are a “C” corporation for Federal income tax purposes, and were incorporated under the laws of the State of Florida. Its common stock currently is publicly traded on the pink sheets under ticker symbol HISC.

Our Business Plan

Our business plan includes the offering of security technology and products. Our target markets include the Military, Sea Ports, Airports, Rail Roads, School Systems, Transportation Fleets, Commercial and Public buildings, Law Enforcement, International Buyers, and Consumers. In addition to its security related products which currently do not generate any revenues, we generate revenue through a chain of Cingular branded Cellular stores which it has owned for several years.

Table of Contents

Services and Products

We have developed its prototypes for its security products that it plans to sell either as modular systems that can be applied as a complete integrated system or any combination of separate modules. These modules can be used in various applications. The following are the major HISC modules:

·	Radiation monitoring for a variety of applications

·	Real-time asset and human resource tracking

·	Geo fencing and secure area protection

·	Explosive material detection and handling

·	Consumer wireless phones and tracking devices

HISC Brands

The “CYBER” product brand will be the family name for all of the HISC products. At the present time, HISC does not have the brand name trademarked, although it has plans to pursue a trademark application in the future. The following trademark applications will be sought.

·	CYBERTRACKER

CYBERPASS

CYBERNOZE

CYBERRAD

CyberTracker

We plan to market a proven system for the monitoring and real time tracking of fixed, as well as moving assets and human resources in an unlimited number of specific applications. Our unique CyberTracker (patent pending), is a 5 inch square by 1 inch thick battery powered GPS device that utilizes Motorola technology as well as proprietary electronics and software that are manufactured for us by Arcom Control Systems, Inc. A CyberTracker can be placed in an entering vehicle, other asset, or given to a human resource. A customized software application tracks the desired object or person on a custom developed computerized map in any number of on or off site locations. Administratively defined criteria (e.g. speed, location, stopping time and route designation) can be set so that a series of alarms can be triggered if the criteria are violated.

“Geo fencing” is a characteristic of the CyberTracker. This feature allows the administrator to define specific areas that can be determined as “off limits” and as such will trigger alarms if the assigned CyberTracker enters the defined space. The reverse can also be used by “fencing” a vehicle or asset inside a defined area. It is also capable of providing position reports at predetermined intervals ranging from minutes to hours.

The alarming system can notify the individual monitoring the computer screen by an audible alarm or a variety of other short or long distance calls to any land line phone, cell phone or pager. The CyberTracker wirelessly transmits its information and data over a variety of secured networks. Remote monitoring from multiple locations simultaneously is also available.

Table of Contents

CyberTracker Features

·	Provides reliable Global Positioning Satellite (GPS) tracking

·	Transmits excessive speed and off-limit location alerts

·	Rugged, state of the art design

·	Convenient size (5"x5"x 1")

·	Tamper-proof

·	Encrypted secure information with network historic reliability of 99.5%

·	Unlimited capture of data. Store and forward reporting

·	Multi level alarms

·	Wireless update capabilities.

·	"Push to Talk"

·	Extended battery life

The CyberTracker is an extremely versatile device that can provide access through:

laptops

desktops

·	wireless phones

·	Blackberrys

The CyberTracker is manufactured for HISC by Arcom Control Systems, Inc., a subsidiary of a publicly traded British company pursuant to a design, engineering and manufacturing agreement. The terms of that Agreement provide that pursuant to the Functional Design Specification document, Arcom will provide engineering and manufacturing of the CyberTracker.

CyberPass

HISC is developing a unique dispenser for use in conjunction with its CyberTracker. HISC has commenced the process of applying for a patent on the dispensing and unique charging system and can be used in a variety of applications where access control is desired. Ports, military bases, truck depots are just some of the potential uses for CyberPass.

CyberNoze

The Quantum Sniffer, manufactured by Implant Sciences Corporation and distributed by the CyberNoze division employs a novel technology for the detection of explosives vapors that is more sensitive than existing detection devices. The advanced technique detects the presence of parts per trillion (ppt) of explosives molecules, without physical contact and in real time. The unique "tornado" sample acquisition system collects the sample, ionizes it and identifies the sample via standard ion mobility technology. If an explosive is present, it will produce a visual and audible alarm. The LCD will display the identity of the explosive present and the audible alarm can be switched off, if required.

The Quantum Sniffer Portable Explosives Trace Detector was developed by Implant Sciences Corporation in conjunction with the U.S. military and is distributed by the CyberNoze division of HISC pursuant to a standard distribution agreement. The device is capable of detecting trace amounts of most commercial and military explosives.

Table of Contents

The Quantum Sniffer is manufactured by Implant Sciences Corporation, and HISC is one of its licensed distributors. HISC and Implant Sciences Corporation are parties to an exclusive distribution agreement in which HISS has the exclusive rights to sell the Quantum Sniffer in Lebonan and other countries on a case by case basis. Because this is a license to resell, HISS has no business risk due to the fact that we can cancel the agreement and pick up other competing products if needed.

CyberRad

The CyberRad Gamma Radiation sensor is a very low power, highly-sensitive radiation monitor that can detect the radiation from such potential "dirty-bomb" candidates as Cobalt 60, Cesium 137 and Iridium 192. These substances are highly radioactive, yet readily available as a result of their use in medical and industrial applications.

The CyberRad sensor is controlled by a powerful on-board microprocessor, and can optionally be equipped with 512 Kbytes of log memory for storing sensor conditions over long periods of time. Data can be polled via the RS-485 bus, or via communications systems such as active RFID, GSM (cellular), or Iridium® satellite systems. The CyberRad sensor is manufactured by DukePro in conjunction with Homeland Integrated Security Systems. CyberRad is extremely versatile and can be utilized in a variety of applications such as radiation portals for vehicles and human resources, building entrances, and seaport cranes to mention a few. The CyberRad system is unique radiation detection system that can be linked together to provide an array of field coverage that does not exist in any other product currently on the market.

Other Products

We are constantly searching new opportunities in security technology and products. HISC’s strategy is to offer our market segments a variety of products to improve security. We are currently evaluating a number of new products and will be adding these new products in the near future.

In addition, we are developing a Middle Eastern sales presence. We have developed a strategic relationship with a Lebanon-based security company named Pro.Sec. Through the joint efforts of the two companies, we are marketing its products to a variety of Middle Eastern countries. We believe with the recent political events that our timing and presence will allow us to increase our sales potential.

Retail Division

The CYBER CYNERGY division currently operates three mobile telephone and computer stores in Western North Carolina. The stores offer both Cingular and Sprint/Nextel equipment and service. The CYBER CYNERGY stores are also the authorized phone repair centers for these brands in Western North Carolina. The stores offer a full line of name brand computers and repair services in both the home and office. During 2004, this division created $1.2 million in sales. HISC is looking at new and innovative ways to address the consumer market. During 2006, HISC intends to expand its consumer products and technology offerings and utilize new functions on the CyberTracker.

Table of Contents

Marketing and Distribution Strategy

HISC intends to expand and market both divisions, Retail, Commercial Technology during 2005. The Retail division has plans to expand the number of CYBER CYNERGY stores in North Carolina. The Commercial Technology Division will concentrate its efforts on demonstrating its technology solutions to the previously identified market segments.

The CYBER PORT system will target the 286 seaports in the United States as well as the Great Lakes ports and the Rivers and Waterways ports. HISC has applied for Safety Act registration for their CYBER PORT system, which will result in Department of Homeland Security validation. Following the Savannah port project, HISC intends to demonstrate their System’s capability at one or more Florida seaports. In addition HISC will provide on-going presentations and demonstrations to both government and private sector customers as well as investors.

Public safety and international security continue to be a global concern due to the threat of international terrorism. The number of incidents involving passengers and the smuggling of dangerous goods, including radioactive materials, is constantly testing border, port and airport security. This is particularly true of our nation’s ports.

The Department of Homeland Security has provided grants of more than $500 million dollars since 2001 to make our ports safer. To date only about one-fourth of these funds have been spent. In addition, a new round of funding is starting to replace much of the initial technology and products that were purchased by ports, cities and government agencies. These factors provide an opportunity for HISC to grow.

In addition to seaports, our airports, rail and bus stations require many of the products that HISC provides. Our products provide security solutions for military bases, government buildings, school districts and commercial operations.

The increasing concern for family security is another strong market for HISC. The CyberTracker provides families with the security of knowing where loved ones are, talking with the Push-to-Talk feature, and protecting them from restricted areas.

Markets that offer HISC rapid growth opportunities:

·	Sea, river and Great Lake ports

·	Airports, bus and rail stations

·	Military bases

·	Commercial truck carriers

·	Equipment rental fleets

·	Commercial and Federal office buildings

·	Federal and State agencies

·	Fire and police departments

·	School districts

·	Personal protection

·	Retail cell phones

·	Consumer electronics

Table of Contents

International Marketing Strategy

HISC intends to market its products and services to the European, Middle Eastern, Canadian, Mexican, South American and Caribbean markets in the short term.

Long-term, HISC intends to market its products and services to broad international markets, especially ports of U.S. trading partners. This will be accomplished through the development of an international sales force.

Research and Development

We anticipates budgeting 40% of its revenues for R&D so as to keep their products and technology “cutting edge”.

Customers

HISC’ mission is to provide high tech solutions to Government and Commercial Customers that:

·	Enhances security

·	Increases commerce

Provide retail customers with:

·	Cellular and Data Solutions

·	CyberTracker Personal Safety Device

·	Custom Designed Computers

·	Integrated Data Solutions

Government Regulation

We are primarily an integrator of licensed technologies and do not intend to run its own manufacturing plants that require particular detailed attention to government regulations on a Federal, State and Local level.

Employees

We currently have a total of 29 employees, of which 15 employees are considered full time.

Facilities

Our main corporate office is located at One Town Square Boulevard, Suite 347, Asheville, North Carolina 28803. We share this 689 square foot space with Scenic Media, and pay no rent for our use of this space, although we have use of the entire premises. Scenic Media is a company owned by Frank Moody, an affiliate of ours, and it are the tenant under the lease for this office space. We currently do not pay rent to Scenic Media.

Table of Contents

Our operations and technology office is located at Two Town Square Boulevard, Suite 245, Asheville, North Carolina 28803. This office consists of 697 square feet, which we are leasing for a twenty-six month term running from June 1, 2005 to July 31, 2007. Pursuant to the terms of our lease, for the period from June 1, 2005 to May 31, 2006, we are paying a monthly rental amount of $1,375, or $16,500 annually. For the period from June 1, 2006 to May 31, 2007, we will pay $1,443.75 per month, or $17,325 annually. For the period from June 1, 2007 to July 31, 2007, we will pay $1,515.92 per month, or $18,191 annually.

The Nextel Relations office of HISC is located at Two Town Square Boulevard, Suite 249, Asheville, North Carolina 28803. This office consists of 136 square feet, which we are leasing for a two-year term running from July 5, 2005 to July 31, 2007. Pursuant to the terms of our lease, for the period from July 5, 2005 to July 31, 2006, we are paying a monthly rental amount of $375, or $4,500 annually. For the period from July 1, 2006 to July 31, 2007, we will pay $393.75 per month, or $4,725 annually.

Our three retail store operations are located throughout the Asheville, North Carolina surrounding area. The retail locations consist of 1,200, 1,500 and 1,566 square feet, respectively, which we are leasing on a month-to-month lease at $875 per month, month-to-month lease at $1,000 per month and a five year lease term running from June 1, 2005 to May 31, 2010 with the annual payments as disclosed below, respectively. Pursuant to the terms of our retail store leases, other than the two leases that are currently month-to-month, the third lease is for the period from June 1, 2005 to May 31, 2010. This lease has the following minimum lease commitments: $21,141 in year one, $21,924 in year two, $22,707 in year three, $23,490 in year four, $24,273 in year five and $133,110 thereafter, if the option to renew is exercised.

Competition

There are numerous companies that produce security technology and products for the diverse markets HISC serves. These competitors vary significantly in size, product offering and markets served. The following is presented as an example of competitor in HISC markets. There are many others.

Lorantec Systems, Inc. is the first information technology company to provide ubiquitous, real-time location tracking and monitoring of cargo and equipment assets worldwide. Lorantec’s flagship LoranTrack™ service delivers a powerful and economical ITV solution that combines intelligent asset tracking and monitoring devices using GPS, Low Earth Orbit (LEO) satellite constellations, and powerful web-based reporting and event notification software. Headquartered in Sunnyvale, California, U.S.A., Lorantec’s unique, integrated approach leverages a wide range of proprietary technology advancements that optimize ITV and help lower transportation providers' operating costs, boost asset utilization and increase security.

For our Commercial Division, there are a number of competitors, but by-in-large they are fragmented and few offer the comprehensive integrated security solutions that our products will offer when they are brought to market. We have the advantage because it is primarily a system integrator and experienced in taking products produced by various manufacturers and integrating the parts with legacy hardware and software to provide custom solutions for commercial and governmental users and operators of ports and transportation hubs.

Table of Contents

On the Retail Division side, we are currently unaware of a product that competes directly with our CyberTracker. HISC has several patents pending which may slow down competition, but it is very aware that success will breed copycats and look-a-likes. Therefore we intends to use our Technology Division to stay on top of technology and to build a brand name to allow greater than normal profits regardless of competition.

REPORTS TO SECURITY HOLDE RS

After the effective date of this document, we will be a reporting company under the requirements of the Securities Exchange Act of 1934 and will file quarterly, annual and other reports with the Securities and Exchange Commission. Our annual report will contain the required audited financial statements. We are not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to security holders. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, Room 100, F Street, N.E. Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference Section of the Commission at Room 100, F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.

M ANAGEMENT'S DISCUSSION AND ANA LYSIS

The discussion contained in this prospectus contains “forward-looking statements” that involve risk and uncertainties. These statements may be identified by the use of terminology such as “believes”, “expects”, “may”, or “should”, or “anticipates”, or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. Our actual results could differ materially from those discussed in this prospectus. Important factors that could cause or contribute to such differences include those discussed under the caption entitled “risk factors,” as well as those discussed elsewhere in this prospectus.

HISC

We consummated a reverse merger of Second Colonial Mining and Engineering Co., a Canadian corporation, into Homeland Integrated Security Systems, Inc., a Florida corporation, on August 10, 2004. In late 2004, HISC merged with BBI Computer Solutions, Inc. d/b/a Cyber Cynergy, a technology company with a unique wireless tracking device called the CyberTracker, and with C2, Inc., in stock transactions in which we issued a total of 250,000,000 restricted common shares for all of the issued and outstanding common stock of BBI and C2. Both were strategic acquisitions for our business.

Table of Contents

Results of Operations

For the nine months ended September 30, 2005 and 2004 and for the years ended December 31, 2004 and 2003.

Sales

Sales for the nine months ended September 30, 2005 were $1,315,740 versus sales of $640,058 for the same period in 2004, an increase of 105%. Sales for the year ended December 31, 2004 were $855,215 versus sales of $999,081 for the year ended December 31, 2003, a decrease of 14%. We attribute the increase in sales during the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 to twenty earned purchase orders of our CyberNoze product in the third quarter of 2005. We did not have this product available for sale at any time during 2004 and this product is in addition to our stores that offer wireless phones and related accessories and service. We also attribute the increase in sales during the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 to an additional earned purchase order relating to school bus safety in Knox County Tennessee. We attribute the decrease in sales for the year ended December 31, 2004 as compared to the year ended December 31, 2003 to the closure of retail stores in 2004 that were previously open in 2003. These closures occurred prior to our acquisition of BBI Computer Solutions, Inc. in December of 2004. Product sales consisted primarily of consumer wireless phones and related accessories. The stores offer both Cingular Wireless and Nextel equipment and service. We are also an authorized repair center for phone equipment and our stores offer these services to area consumers.

All revenues were from unrelated third parties and were made to retail consumers.

Cost of Goods Sold

The cost of goods sold includes the purchase price for our wireless phones and accessories plus other direct costs associated with repairing the products for consumers. It is customary to experience variations in the cost of sales as a percentage of net sales based on the types of products sold. Our gross margins typically range between 55%-60% for wireless equipment and related accessories and service.

The cost of goods sold for the nine months ended September 30, 2005 was $481,612 versus $259,024 for the same period in 2004. The cost of goods sold for the year ended December 31, 2004 was $386,811 versus $408,713 in the same period in 2003. Cost of sales as a percentage of sales for the nine months ended September 30, 2005 was 37%, and for nine months ended September 30, 2004 was 40%. Cost of sales as a percentage of sales for the year ended December 31, 2004 was 45%, and for the year ended December 31, 2004 was 41%. This is relatively consistent from one year to the next and falls within a reasonable range of our expectations.

Table of Contents

We expect cost of sales as a percentage of sales for wireless phones and related accessories and for repair services to average around 45% of total sales for fiscal year 2005 as these products and services’ margins have been developed. For example, the retail prices of our wireless products and related accessories and services to our consumers will continue to include a standard mark-up to our cost from the manufacturers. If we can successfully grow our revenues through sales of higher margin products, our cost of sales as a percentage of sales should be lower in future periods. In addition, volume discounts could be available to us if we are successful in achieving sales growth in the future, which will further reduce our cost of sales as a percentage of sales.

Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2005 and 2004 were $1,049,722 and $476,114, respectively, an increase of $573,608 or 121%. The increase in expenses was primarily attributable to common stock issued for professional services during the 2005 period. During the period ended September 30, 2005, we issued to A-Z Consulting, Inc. 19,000,000 shares of our common stock for professional services which were valued at the market price at the date of issuance, or $57,000. Although we did not incur such other significant non-cash expenses in the 2005 period, we had approximately $400,000 in other increases during the period that were primarily from payroll for our officers who began working after the reverse merger towards the end of 2004 and additional overhead from opening our new additional office facility in Asheville, North Carolina.

Selling, general and administrative expenses for the years ended December 31, 2004 and 2003 were $1,153,041 and $845,942, respectively, an increase of $307,099 or 36%. The increase was also primarily attributable to new services performed by our officers after the reverse merger and listing on the pink sheets. One other notable expense account difference during the year ended December 31, 2004 compared to 2003 was attributable to an additional general payroll and related payroll tax accrual of $200,000 in 2004.

Our other selling, general and administrative expenses remained either fixed or relatively constant during 2005.

We expect increases in expenses through the year 2006 as we move towards developing our business plan of growing the CyberTracker, CyberNoze and CyberRad and other related product lines. We expect the increase to be primarily in sales related expenses such as advertising and salespersons' salaries.

Income/ Losses

Net loss for the nine months ended September 30, 2005 was $227,102 versus a loss of $95,080 in the same period in 2004, a decrease of $132,022. The increase in net loss was primarily attributable to our increase in professional fees relating to the aforementioned common shares issued for professional services as mentioned above.

Net loss for the year ended December 31, 2004 was $826,378 versus $270,193 in 2003, an increase of $556,185. The increase was also primarily attributable to the above mentioned increase in expenses in 2004 compared to 2003. We expect to continue to incur losses at least through the year 2005. In addition, there can be no assurance that we will achieve or maintain profitability or that our revenue growth can be sustained in the future.

Table of Contents

Impact of Inflation

We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of labor by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources

Cash flows used in operations were $1,586,952 for the nine months ended September 30, 2005 versus cash used in operations of $27,684 in 2004. Cash flows used in operations for the nine months ended September 30, 2005 were primarily from a net loss of $227,102, less the affects of a $161,000 in fair market value of issuances of common and preferred stock for professional and other services in 2005, a decrease in accounts payable and accrued expenses of $176,912, capitalized software in 2005 in the amount of $995,752, an increase in inventory of $559,847. Cash flows for the nine months ended September 30, 2004 were primarily attributable to a net loss from operations of $95,080 less an increase in accounts payable and accrued expenses of $65,954.

Cash flows used in operations were $99,288 for the year ended December 31, 2004 versus cash flows used in operations of $160,095 in 2003. Cash flows used in operations for both years were primarily attributable to our aforementioned net loss from operations partially offset by the increase in accounts payable and other liabilities.

Cash flows used in investing activities were $81,386 for the nine months ended September 30, 2005 versus $-0- during the same comparable period in 2004 which was attributable to purchases of property and equipment including leasehold improvements in 2005. Cash flows used in investing activities were $-0- for the year ended December 31, 2004 versus $-0- during the same comparable period in 2004 which was attributable to purchases of property and equipment including leasehold improvements in 2003.

Cash flows provided by financing activities were $2,212,602 for the nine months ended September 30, 2005 versus cash flows provided by financing activities of $-0- during the same period in 2004. Cash flows for the 2005 period included $1,316,099 and $100,000 in sales of common stock and preferred series A stock, respectively, and proceeds from issuance of convertible notes payable in the amount of $995,000, partially offset by loan repayments of $198,497. Cash flows for the 2003 period were $-0-.

Cash flows generated from financing activities were a positive $140,352 for the year ended December 31, 2004 versus $25,165 for the year ended December 31, 2003. Cash flows for the year ended December 31, 2004 included $495,547 in proceeds from sales of common stock to various individual investors pursuant to a private offering. Cash flows from financing activities for the year ended December 31, 2004 included repayments on loans of $355,195. Cash flows from financing activities for the year ended December 31, 2003 included debt borrowings of $25,165.

Table of Contents

Notes Payable

We have four unsecured notes payable bearing interest between -0-% to 6.5% at September 30, 2005, which are due at various dates through February 5, 2009. The principal balance outstanding at September 30, 2005 was $564,866.

We estimate we will need approximately $1,000,000 in additional capital during 2005 in order to complete our product development and, in turn, generate sales of our new products such as our CyberTracker, Quantum Sniffer and CyberRad. This offering is intended to address that problem. If revenues continue to increase during 2005, we may have sufficient cash flow from operations. During the nine-months ended September 30, 2005, we had a negative $1,586,952 in cash flow used in operations.

Overall, we have funded our cash needs from inception through September 30, 2005, with a series of equity transactions and debt transactions primarily with related parties. With this equity financing, we are attempting to raise capital from unrelated third parties. The failure of this equity financing could have a material adverse effect on operations and financial condition.

We had cash on hand of $648,535 and working capital of $2,094,760 as of September 30, 2005. We had cash on hand of $10,147 and a working capital deficit of $125,624 as of September 30, 2004. Our working capital is primarily due to inventory, capitalized software, cash and accounts receivable less current obligations in accounts payable and accrued expenses and the current portion of notes payable. We will substantially rely on the existence of revenue from our business; however, we have no current or projected capital reserves that will sustain our business for the next 12 months. Currently, we have enough cash to fund our operations for about six months. This is based on current cash flows from operations and projected revenues. Also, if the projected revenues fall short of needed capital we may not be able to sustain our capital needs. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. A lack of significant revenues in 2006 will significantly affect our cash position and move us towards a position where the raising of additional funds through equity or debt financing, such as the current offering, will be necessary. Our current level of operations would require capital of approximately $1,000,000 to sustain operations through year 2006. Modifications to our business plans or a new retail location may require additional capital for us to operate. For example, if we are unable to raise additional capital in this current offering we may need to curtail our number of new product offerings or limit our marketing efforts to the most profitable geographical areas. This may result in lower revenues and market share for HISC. In addition, there can be no assurance that additional capital in the future will be available to us when needed or available on terms favorable to HISC.

On a long-term basis, liquidity is dependent on continuation and expansion of operations, receipt of revenues, and additional infusions of capital and debt financing. We are currently opening new product markets such as CyberTracker, CyberNoze and CyberRad. Our current capital and revenues are insufficient to fund such expansion. If we choose to launch such an expansion campaign, we will require substantially more capital. The funds raised from this offering will also be used to market our products and services as well as expand operations and contribute to working capital. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected and we will have to significantly modify our plans. For example, if we unable to raise sufficient capital to develop our business plan, we may need to:

Table of Contents

·	Curtail present product launches

·	Forego or postpone opening new product lines, or

·	Limit our future marketing efforts to areas that we believe would be the most profitable.

Demand for the products and services will be dependent on, among other things, market acceptance of our products and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities is the receipt of revenues from the sales of our products, our business operations may be adversely affected by our competitors and prolonged recession periods.

DESCRIPTION OF PROP ERTY

Our main corporate office is located at One Town Square Boulevard, Suite 347, Asheville, North Carolina 28803. We share this 689 square foot space with Scenic Media, and pay no rent for our use of this space, although we have use of the entire premises. Scenic Media is a company owned by Frank Moody, an affiliate of ours and it is the tenant under the lease for this office space. We currently do not pay rent to Scenic Media.

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACT IONS

On September 1, 2005, we entered into various employment agreements with key personnel as discussed under the heading herein called “Organization Within Last Five Years”.

We have an unsecured note payable to a related party in the amount of $273,393 in principal that is due as of December 31, 2004. The note bears interest of 6.5% per annum and matures on February 5, 2009.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATT ERS

Market Information

Our common stock began quotation on the Pink Sheets LLC ("Pink Sheets") on November 1, 2004 and is quoted under the symbol HISC.

The following table sets forth the range of bid prices of our common stock as quoted on the Pink Sheets LLC during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

	High			Low
07/01/2004 to 09/30/2004		(1	)		(1	)
10/01/2004 to 12/31/2004	$	0.10		$	0.01

01/01/2005 to 03/31/2005	$	0.01		$	0.002
04/01/2005 to 06/30/2005	$	0.05		$	0.009
07/01/2005 to 09/30/2005	$	0.14		$	0.06

(1) Information not available.

Our common shares are issued in registered form. Transfer Online in Portland, Oregon, is the registrar and transfer agent for our common stock.

As of September 30, 2005, there were 188 holders of record of 769,739,998 outstanding shares of common stock of HISC, not including approximately 9,500 holders of our shares in street name.

Table of Contents

Dividends

We have not previously paid any cash dividends on its common stock and do not anticipate paying dividends on its common stock in the foreseeable future. It is the present intention of management to retain any earnings to provide funds for the operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operation, financial condition, contractual and legal restrictions and other factors the board of directors deem relevant.

Penny Stock Characterization

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, which are generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock. These will impose restrictions on the marketability of the common stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $5,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the Selling Stockholders or other or other holders seeking to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities.

There are 60,000,000 outstanding options to purchase shares of our common stock.

Agreements to Register

Not applicable.

Table of Contents

Shares Eligible for Future Sale

Upon effectiveness of this registration statement, the 187,000,000 shares of common stock sold in this offering will be freely tradable without restrictions under the Securities Act of 1933, except for any shares held by our "affiliates", which will be restricted by the resale limitations of Rule 144 under the Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for two years may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Currently, approximately 7,697,400 shares of our common stock are available for sale in accordance with the provisions of Rule 144. Additionally, future sales of stock owned by our affiliates may be permitted according to Rule 144. The availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities.

EXECUTIVE COMPENSAT ION

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of HISC during the year 2004, except as described below. The following table and the accompanying notes provide summary information for the last year concerning cash and non-cash compensation paid or accrued by our chief executive officer and other executive officers earning in excess of $100,000 for the past three years.

Table of Contents

SUMMARY COMPENSATION TABLE

Name of officer	Year	Salary	Bonus	Other Annual Compen- sation	Restricted Stock Award(US$)	Securities Underlying Options (in shares)	LTIP payouts	All Other Compen- sation

Frank Moody, President, CEO & Director	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-
Brian Riley, CIO & Director	2004	-	-	-	-	-
	2003	-	-	-	-	-	-	-
J. Ian Riley, Chief Technology Officer & Director	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-
Fredrick W. Wicks, COO & Director	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-
Chris Panel, Director	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-
Other Staff	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-
TOTAL	2004	-	-	-	-	-	-	-
	2003	-	-	-	-	-	-	-

Compensation of Directors

We have not committed ourselves to compensate each of its Board of Directors with shares of its common stock for participation in Board meeting. Board members typically meet on a bi-monthly basis.

Table of Contents

FINANCIAL STATEME NTS

INDEX TO FINANCIAL STATEMENTS

	Page

Unaudited Consolidated Financial Statements of HISC for the Nine Months Ended September 30, 2005	55

Consolidated Balance Sheet of HISC as of September 30, 2005	55

Consolidated Statement of Operations for HISC for the Nine Months Ended September 30, 2005	56

Consolidated Statements of Cash Flows of HISC for the Nine Months Ended September 30, 2005	57

Consolidated Statement of Stockholders’ Equity of HISC for the Nine Months Ended September 30, 2005	58


Audited Consolidated Financial Statements of HISC for Year Ended December 31, 2004	65

Consolidated Balance Sheet of HISC as of December 31, 2004	66

Consolidated Statement of Operations for HISC for the Years Ended December 31, 2004 and 2003	67

Consolidated Statements of Cash Flows of HISC for the Year Ended December 31, 2004 and 2003	68

Consolidated Statement of Stockholders’ Equity of HISC for the Years Ended December 31, 2004 and 2003	69

Table of Contents

Homeland Integrated Security Systems, Inc.

Unaudited Condensed Consolidated Nine-Month Financial Statements

Consolidated Balance Sheet
At September 30, 2005

Assets:
Current assets
Cash	$	648,535
Accounts receivable		727,820
Inventory		559,847
Capitalized software		995,752
Other current assets		3,646

Total current assets		2,935,600

Fixed assets
Equipment		218,576
Leasehold improvements		163,473
Accumulated depreciation		(27,395	)

Total fixed assets		354,654

Other assets
Deposits		17,378

Total other assets		17,378

Total assets	$	3,307,632

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	5,472
Other current liabilities		235,368

Total current liabilities		240,840

Long-term liabilities		564,866

Total liabilities		805,706

Stockholders' Equity
Common stock, $.00001 par value		7,562
Convertible preferred stock series A, 10,000,000 shares authorized, $.001 par value (1 preferred = 100 common)		14,015
Convertible preferred stock series B, 100,000,000 shares authorized, $.001 par value (1 preferred = 10 common)		20,654
Convertible preferred stock series C, 10,000,000 shares authorized, $.001 par value (1 preferred = 1 common)		1,095
Additional paid-in capital		2,773,864
Retained deficit		(315,264	)

Total stockholders' equity		2,501,926

Total liabilities and stockholders' equity	$	3,307,632


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Unaudited Condensed Consolidated Nine-Month Financial Statements

Consolidated Statements of Operations
For the Three Months and Nine Months Ended September 30, 2005

	Three months ended			Nine months ended
	9/30/2005			9/30/2005

Sales	$	880,670		$	1,315,740

Cost of goods sold		(321,401	)		(481,612	)

Gross profit		559,269			834,128

Selling, general and administrative expenses		539,854			1,049,722

Net ordinary income (loss)		19,415			(215,594	)

Other expense
Other expense		-			(11,508	)

Total other expense		-			(11,508	)

Net income (loss)	$	19,415		$	(227,102	)


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Unaudited Condensed Consolidated Nine-Month Financial Statements

HOMELAND INTEGRATED SECURITY SYSTEMS, INC. AND SUB.
Consolidated Statement of Stockholders' Equity
For the Nine Months Ended September 30, 2005

							Series A				Series B				Series C
	Common						Preferred				Preferred				Preferred
	Stock						Stock		Series A		Stock		Series B		Stock		Series C		Additional
	(Par Value			Common			(Par Value		Preferred		(Par Value		Preferred		(Par Value		Preferred		Paid in		Retained
	$.00001)			Shares			$.001)		Shares		$.001)		Shares		$.001)		Shares		Capital		(Deficit)

Balances, January 1, 2005	$	4,010			400,950,188		$	-		-	$	-		-	$	-		-	$	210,358	$	(88,162	)

Preferred stock issued to officers and directors for services	$	-			-		$	4,500		4,500,000	$	-		-	$	-		-	$	151,000	$	-

Common stock issued to investors for cash received	$	7,496			749,628,827		$	-		-	$	-		-	$	-		-	$	1,308,603	$	-

Preferred stock series A issued to directors in exchange for common stock	$	(2,914	)		(291,350,000	)	$	9,515		9,515,000	$	-		-	$	-		-	$	-	$	-

Preferred stock series B issued in exchange for common stock	$	(1,033	)		(103,270,835	)	$	-		-	$	20,654		20,654,167	$	-		-	$	-	$	-

Preferred stock series C issued to investors for cash received	$	-			-		$	-		-	$	-		-	$	100		100,000	$	99,900	$	-

Preferred stock series C issued to investors for conversion of notes	$	-			-		$	-		-	$	-		-	$	995		995,000	$	994,005	$	-

Common stock issued for services received	$	2			181,818		$	-		-	$	-		-	$	-		-	$	9,998	$	-

Net loss for period		-			-			-		-		-		-		-		-		-	$	(227,102	)

Balances, September 30, 2005	$	7,562			756,139,998		$	14,015		14,015,000	$	20,654		20,654,167	$	1,095		1,095,000	$	2,773,864	$	(315,264	)


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Unaudited Condensed Consolidated Nine-Month Financial Statements

HOMELAND INTEGRATED SECURITY SYSTEMS, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows
For the nine months ended September 30, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(227,102	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Preferred stock issued for services		151,000
Common stock issued for services		10,000
Depreciation		27,395
(Increase) decrease in operating assets:
Accounts receivable, net		(28,761	)
Inventory		(559,847	)
Capitalized software		(995,752	)
Other current assets		213,028
Increase (decrease) in operating liabilities:
Accounts payables, accrued expenses and other current liabilities		(176,912	)
NET CASH (USED IN) OPERATING ACTIVITIES		(1,586,952	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		(81,386	)
NET CASH (USED IN) INVESTING ACTIVITIES		(81,386	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long term debt		(198,497	)
Proceeds from issuance of notes payable, converted into preferred series C		995,000
Proceeds from sales of preferred stock series C		100,000
Proceeds from sales of common stock		1,316,099
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,212,602

NET INCREASE IN CASH AND CASH EQUIVALENTS		544,265

CASH AND CASH EQUIVALENTS:
Beginning of period		104,270

End of period	$	648,535

SUPPLEMENTAL CASH FLOW DISCLOSURES AND NON-CASH
FINANCING INFORMATION:
Preferred stock issued for services	$	151,000
Common stock issued for services	$	10,000
Cash paid during the period for interest	$	-
Cash paid during the period for income taxes	$	-
Preferred stock Series C issued for conversion of notes payable	$	995,000


The accompanying notes are an integral part of these financial statements

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the Company's financial position at September 30, 2005 and the results of operations for the period ended September 30, 2005.

Management’s Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, disclosures of contingent 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.

Fair Value of Financial Instruments - The carrying amounts of financial instruments including other current assets, accounts payable and other current liabilities approximated fair value because of the immediate short-term maturity of these instruments.

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting and net operating loss-carry forwards. Deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

The income tax benefit consists of taxes currently refundable due to net operating loss carry back provisions less the effects of accelerated depreciation for the federal government. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Earnings (Loss) Per Share - The Company reports earnings (loss) per share in accordance with Statement of Financial Accounting Standard (SFAS) No.128. This statement requires dual presentation of basic and diluted earnings (loss) with a reconciliation of the numerator and denominator of the loss per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the periods presented. There were no

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BASIS OF PRESENTATION (CONT’D)

Earnings (Loss) Per Share (Cont’d)

adjustments required to net income for the period presented in the computation of diluted earnings per share. There were no common stock equivalents (CSE) necessary for the computation of diluted loss per share.

Fixed Assets - Fixed assets are recorded at cost and include expenditures that substantially increase the productive lives of the existing assets. Maintenance and repair costs are expensed as incurred. Depreciation is provided using the straight-line method. Depreciation of property and equipment is calculated over the management prescribed recovery periods, which range from 5 years for equipment to 7 years for furniture and fixtures.

When a fixed asset is disposed of, its cost and related accumulated depreciation are removed from the accounts. The difference between undepreciated cost and proceeds from disposition is recorded as a gain or loss.

Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.

Revenue Recognition - Revenue is recognized when products are shipped or at point-of-sale in the stores i.e. when earned and measurable and when services are performed.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” , which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the year covered in the consolidated financial statements.

Long-Lived Assets - In accordance with Financial Accounting Standards Board Statement of Financial Accounting Standard No.121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of” , the carrying value of long-lived assets is reviewed by management on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. To date, no such impairment has been indicated. Should there be impairment in the future; the Company will recognize the amount of the impairment based on discounted expected consolidated future cash flows from the impaired assets.

Cash and Cash Equivalents - For purposes of the Consolidated Statements of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Uninsured Deposits - At various times during the period, the Company maintained a bank account balance that exceeded federally insured limits.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BASIS OF PRESENTATION (CONT’D)

Recent Accounting Pronouncements - In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities". FIN No. 46 requires the consolidation of entities that cannot finance their activities without the support of other parties and that lack certain characteristics of a controlling interest, such as the ability to make decisions about the entity's activities via voting rights or similar rights. The entity that consolidates the variable interest entity is the primary beneficiary of the entity's activities. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and must be applied in the first period beginning after June 15, 2003 for entities in which an enterprise holds a variable interest entity that it acquired before February 1, 2003. The adoption of this standard did not have an impact on the Company's financial statements.

In January 2003, the EITF released Issue No. 00-21, ("EITF 00-21"), "Revenue Arrangements with Multiple Deliveries", which addressed certain aspects of the accounting by a vendor for arrangement under which it will perform multiple revenue-generating activities. Specifically, EITF 00-21 addresses whether an arrangement contains more than one unit of accounting and the measurement and allocation to the separate units of accounting in the arrangement. EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of this standard did not have an impact on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this standard did not have an impact on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how companies classify and measure certain financial instruments with characteristics of both liabilities and equity. It requires companies to classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. The standard did not impact the Company's financial statements.

In December 2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based Compensation". SFAS No. 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SGAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BASIS OF PRESENTATION (CONT’D)

pronouncement is expected to have a material impact on the financial statements of the Company commencing with the third quarter of the year ending September 30, 2006. Small business issuers need not comply with the new standard until fiscal periods beginning after December 15, 2005. The Company already records the expense of employee stock options for annual and quarterly periods on fair value calculation according to SFAS No.123.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs” (SFAS 151). This Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005.

In December 2003, the issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” rescinded the accounting guidance contained in SAB No. 101, “Revenue Recognition in Financial Statements,” and incorporated the body of previously issued guidance related to multiple-element revenue arrangements. The Company’s adoption of SAB No. 104 did not have any impact on its consolidated financial statements.

In March 2004, the FASB ratified EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” (“EITF 03-1”), but delayed the recognition and measurement provisions of EITF 03-1 in September 2004. For reporting periods beginning after June 14, 2004, only the disclosure requirements for available-for-sale securities and cost method investments are required. The Company’s adoption of the requirements did not have a significant impact on the Company’s consolidated disclosures.

In July 2004, the FASB issued EITF Issue No. 02-14, “Whether an Investor Should Apply the Equity Method of Accounting to Investments Other than Common Stock” (“EITF 02-14”). EITF 02-14 requires application of the equity method of accounting when an investor is able to exert significant influence over operating and financial policies of an investee through ownership of common stock or in-substance common stock. EITF 02-14 is effective for reporting periods beginning after September 15, 2004. The adoption of EITF 02-14 will not have a significant impact on the Company’s consolidated financial statements.

NOTE 2—STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2005, the Company issued 4,500,000 convertible preferred shares to officers and directors for services rendered. The shares are convertible into common stock at a rate of one preferred share into 100 common shares and were valued based on the market prices at the time of issuances, or an aggregate of $151,000. The common shares that were originally issued were converted into preferred shares by the Company’s officers and directors.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 2—STOCKHOLDERS’ EQUITY (CONT’D)

During the nine months ended September 30, 2005, the Company issued 749,628,827 common shares in exchange for $1,316,099 pursuant to a private stock offering.

During the nine months ended September 30, 2005, the Company issued 9,515,000 Series A preferred shares in exchange for 291,350,000 common shares.

During the nine months ended September 30, 2005, the Company issued 20,654,167 Series B preferred shares in exchange for 103,270,835.

During the nine months ended September 30, 2005, the Company issued 181,818 common shares in exchange for services rendered in the amount of $10,000.

During the nine months ended September 30, 2005, the Company issued 100,000 Series C preferred shares in exchange for $100,000 pursuant to a private stock offering.

During the nine months ended September 30, 2005, the Company issued 995,000 Series C preferred shares in exchange for conversion of notes payable for which the issuance of the notes originally generated cash proceeds to the Company in the amount of $995,000.

NOTE 3—PURCHASE ORDERS

The Company received an order for the patent-pending CyberTracker. The blanket purchase order was issued by Pro.Sec, a Middle Eastern security company, for 5,000 CyberTrackers at a base price of $499.99 per unit. The order translates to $2.5 million in revenue backlog for the hardware, which does not include subsequent fees for the software and service. The Company expects to begin shipments to Pro.Sec in the fourth quarter of 2005.

Through this sale, the Company has entered a worldwide market for the CyberTracker. The newest version of the CyberTracker will be able to operate on a GSM network, which is available in more than 170 countries worldwide, including the United States.

In addition to the aforementioned purchase order, the Company received another blanket purchase order from Pro.Sec to purchase over $5.5 million of explosives detection equipment. The explosives detection equipment is distributed in the Middle East through the Company’s CyberNoze security division. Pro.Sec is expected to use the CyberNoze promoted explosives detection equipment for security and protection of commercial buildings and government installations. This significant order for explosives detection equipment is in addition to the recently announced $2.5 million purchase order from Pro.Sec for the Company's patent pending CyberTracker security device and is added to the backlog for future revenue recognition. See also “Risk Factors” section, beginning on page 10, for other decision useful information regarding these purchase orders.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 3—PURCHASE ORDERS (CONT’D

The Company received a commitment from an unrelated party during this period to provide the Company with commercial financing services. This entity will provide the Company with purchase order and receivables financing as orders are obtained.

NOTE 4—SIGNIFICANT CONTRACT

The Company, a leading provider of wireless security solutions and products for the national security industry, executed an exclusive distributor agreement with Implant Sciences Corporation (AMEX:IMX) for the marketing, distribution, and service of Implant's revolutionary Quantum Sniffer handheld and desktop explosives detection equipment. The Quantum Sniffer will be distributed through the Company’s CyberNoze security division. The Company has taken delivery of units for introduction into its exclusive territory of Lebanon, and will seek to expand the geographic presence of the CyberNoze promoted explosives detection product throughout the Middle East.

Implant's Quantum Sniffer technology is differentiated from competitive products as a result of being a non-contact device that detects most explosives vapors directly, as opposed to hand wiping of all trace explosives particles, as competitive products presently do. In countries such as Lebanon, having regional instability and anti-terrorism issues, CyberNoze will promote this technology for use in the detection of trace residues of explosives materials for aviation and transportation security, protection of high threat facilities, infrastructure, customs and border protection, and cargo screening.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Homeland Integrated Security Systems, Inc. and Subsidiary

We have audited the accompanying balance sheets of Homeland Integrated Security Systems, Inc. and Subsidiary as of December 31, 2004, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the years ended December 31, 2004 and 2003. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 Homeland Integrated Security Systems, Inc. and Subsidiary as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.

Traci J. Anderson, CPA

September 26. 2005

Table of Contents

Homeland Integrated Security Systems, Inc.

Audited Consolidated Financial Statements

BALANCE SHEET
As of December 31, 2004

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	40,739
Accounts Receivable		46,073
Capitalized Software		28,600
TOTAL CURRENT ASSETS		115,412
FIXED ASSETS
Equipment		97,819
Leasehold Improvements		80,962
Accumulated Depreciation		(84,941	)
TOTAL FIXED ASSETS		93,840
TOTAL ASSETS	$	209,252

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Payroll Tax Accrual for Interest and Penalties		236,731
Payroll Tax Liability		200,203
Interest Payable		135,697
Sales Tax Payable		2,128
Notes Payable—Current Portion		454,192
TOTAL CURRENT LIABILITIES		1,028,951
LONG-TERM LIABILITIES
Notes Payable		211,541
TOTAL LONG-TERM LIABILITIES		211,541
TOTAL LIABILITIES		1,240,492
STOCKHOLDERS' DEFICIT
Common stock (.00001 par value, 10,000,000,000 shares authorized,
327,692,195 issued and outstanding at December 31, 2004)		3,277
Additional Paid in Capital		531,492
Retained Deficit		(1,566,009	)

TOTAL STOCKHOLDERS' DEFICIT		(1,031,240	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	209,252


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Audited Consolidated Financial Statements

CONSOLIDATED STATEMENT OF OPERATIONS
For the years ended December 31, 2004 and 2003


	2004			2003
SALES AND COST OF SALES:
Sales	$	855,215		$	999,081
Cost of sales		386,811			408,713
Gross Profit		468,404			590,368

OPERATING EXPENSES:
Selling, general and administrative		872,553			845,942
Consulting fees		280,488			-
		1,153,041			845,942

OTHER EXPENSE:
Interest expense		141,741			14,619


NET LOSS	$	(826,378	)	$	(270,193	)

Net Loss Per Common Share
Basic & Fully Diluted	$	(0.01	)	$	(0.76	)

Weighted Average Common
Shares Outstanding		61,929,461			355,076


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Audited Consolidated Financial Statements

STATEMENTS OF CASH FLOWS
For the years ended December 31, 2004 and 2003


	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(826,378	)	$	(270,193	)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Depreciation		14,760			23,699
Accounts receivable		11,811			80,238
Employee Advances		3,400			(1,900	)
Inventory		-			(83,150	)
Capitalized Software		28,600			-
Payroll Liabilities		46,132			115,007
Payroll Tax Accrual		236,731			-
Interest Payable		135,697			-
Sales Tax Payables		(3,087	)		(2,229	)
Deposits		(19,074	)		(3,675	)
Current Portion/Other Payables		272,120			(17,892	)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(99,288	)		(160,095	)

CASH FLOWS FROM INVESTMENT ACTIVITIES:
Leasehold Improvements		-			(13,605	)
Purchase of property and equipment		-			(9,856	)
NET CASH (USED IN) INVESTMENT ACTIVITIES		-			(23,461	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Note Payables		(355,195	)		25,165
Stock Proceeds		495,547			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		140,352			25,165

NET INCREASE IN CASH AND
CASH EQUIVALENTS		41,064			(158,391	)

CASH AND CASH EQUIVALENTS:
Beginning of period		(325	)		(8,234	)

End of period	$	40,739		$	(166,625	)


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Audited Consolidated Financial Statements

CONSOLDIATED STATEMENT OF STOCKHOLDERS' EQUITY
For the years ended December 31, 2004 and 2003

	Common		Common		Additional
	Shares		Stock		Paid-in		Retained
	(000's)				$Capital		Deficit
Balances, January 1, 2003		-	$	-	$	-	$	-
Issuance of shares		774,711		8		9,992		(469,438	)
Net Income (loss) for the year		-		-		-		(270,193	)
Balances, December 31, 2003		774,711	$	8	$	9,992	$	(739,631	)
Issuance of shares		326,917,484		3,269		521,500		-
Net income (loss) for the year		-		-		-		(826,378	)
Balances, December 31, 2004		327,692,195	$	3,277	$	531,492	$	(1,566,009	)


The accompanying notes are an integral part of these financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity —Homeland Integrated Security Systems and Subsidiary was incorporated in the state of Florida on August 10, 2004. In 2004, the predecessor company to Homeland Integrated Security System, Inc., J.T.T. In late 2004, Homeland Integrated Security Systems, Inc. merged with BBI Computer Solutions, Inc. d/b/a Cyber Cynergy, a technology company with a unique wireless tracking device called CyberTracker. Homeland Integrated Security Systems, Inc. (The Company) is a high technology company that has evolved to meet the challenge of elevating security for The United States and its trading partners while at the same time improving commerce. The Company provides integrated systems to National and International Port Authorities, airports, train stations, military, and government facilities and inter-modal carriers. The Company also has a retail division which provides technology solutions including cellular services, data transmissions, networking and custom computer solutions. The Company utilizes strategic partnerships to provide state-of-the art technology for its unique applications.

Cash and Cash Equivalents —For purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Management’s Use of Estimates —The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition —The Company’s revenue is recognized when products are shipped or at point-of-sale in the stores. Revenue is recognized when earned and measurable and when services are performed.

Capitalized Software —The Company’s capitalized software assets include certain external direct costs of materials and services consumed in developing internal-use software. These costs include payroll and payroll-related costs for employees and contractors who are directly associated with and who devote time to the internal-use computer software project (to the extent of the item spent directly on the project) during the application development stage. Training costs, data conversion costs, internal costs for upgrades and enhancements, and internal costs incurred for maintenance are all expensed as incurred. General and administrative costs and overhead costs are also expensed as incurred. The assets will commence amortization when the asset is considered to be in the post-implementation phase (i.e. when the development of internal use software is completed). This post-implementation phase has yet to be determined.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Comprehensive Income (Loss) —The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income” , which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the consolidated financial statements.

Advertising Costs —advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs. Advertising expense totaled $1,203 and $ for the years ended December 31, 2004 and 2003, respectively.

Net Loss per Common Share —Statement of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the period presented. There were no adjustments required to net loss for the period presented in the computation of diluted earnings per share.

Income Taxes —Income taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, and some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Fair Value of Financial Instruments —The carrying amounts reported in the consolidated balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

Accounts Receivable —Accounts deemed uncollectible are written off in the year they become uncollectible. No receivables were deemed uncollectible as of December 31, 2004.

Impairment of Long-Lived Assets —The Company evaluated the recoverability of its property and equipment, and other assets in accordance with Statements of Financial Accounting Standards (SFAS) No. 121, “Accounting for the Impairment of Long-Lived Assets to be Disposed of” which requires recognition of impairment of long-lived assets in the event the net book value of such

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Impairment of Long-Lived Assets (Cont’d)

assets exceed the estimated future undiscounted cash flows attributable to such assets or the business to which such intangible assets relate.

Property and Equipment —Property and equipment is stated at cost. Depreciation is provided by the straight-line method over the estimated economic life of the property and equipment remaining from five to seven years.

Recent Accounting Pronouncements —In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations” which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value cannot be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not expect SFAS No. 143 to have a material effect on its consolidated financial condition or consolidated cash flows.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 generally establishes a standard framework to measure the impairment of long-lived assets and expands the Accounting Principles Board (“APB”) 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” to include a component of the entity (rather than a segment of the business). SFAS No.144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect SFAS No. 144 to have a material effect on its consolidated financial condition and consolidated cash flows.

In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was issued which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and contained technical corrections. As a result of SFAS No. 145, gains and losses from extinguishments of debt will be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, that they are unusual and infrequent and not part of an entity’s recurring operations. The Company does not expect SFAS No. 145 to have a material effect on its financial condition or cash flows. The Company will adopt SFAS on January 1, 2004.

In July of 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 146, which addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for pursuant to the guidance that the Emerging Issues Task Force (EITF) has set forth in EITF Issue No. 94-3,

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Recent Accounting Pronouncements (cont’d)

“Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).”

SFAS No. 146 revises the accounting for certain lease termination costs and employee termination benefits, which are generally recognized in connection with restructuring charges. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect SFAS No. 146 to have an impact its financial statements once adopted on January 1, 2004.

In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45 (FIN 45), “ Guarantor’s Accounting and Disclosure Requirements for Guarantee, Including Indirect Guarantees or Indebtedness of Others” , which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees that are entered into or modified after December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 148, “Accounting for Stock-Based Compensation Transition and Disclosure” —an amendment to SFAS No. 123 (SFAS No. 148), which provides alternative methods of transition for companies voluntarily planning on implementing the fair value recognition provisions of SFAS No. 123. SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require more prominent disclosure of the method of accounting for stock-based compensation, and requiring disclosure of pro forma net income and earnings per share as if the fair value recognition provisions of SFAS No. 123 had been applied from the original effective date of SFAS No. 123. The Company adopted the disclosures provisions of SFAS No. 148 for the quarters ending after December 15, 2002.

In January 2003, the EITF released Issue No. 00-21, (EITF 00-21), “Revenue Arrangements with Multiple Deliveries” , which addressed certain aspects of the accounting by a vendor for arrangement under which it will perform multiple revenue-generating activities. Specifically, EITF 00-21 addresses whether an arrangement contains more than one unit of accounting and the measurement and allocation to the separate units of accounting in the arrangement. EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of this standard will not have an impact on the Company’s financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company does not believe that there will be any impact on its financial statements.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Recent Accounting Pronouncements (cont’d)

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how companies classify and measure certain financial with characteristics of both liabilities and equity. It requires companies to classify a financial instrument that is within its scope as a liability (or an asset in some characteristics). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. The standard will not impact the Company’s financial statements.

NOTE B—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the years ended December 31, 2004 and 2003 are summarized as follows:

Cash paid during the years for interest and income taxes:

2004 2003

Income Taxes $ --- $ ---

Interest $141,741 $ 14,619

NOTE C—INCOME TAXES

Due to the operating loss and the inability to recognize an income tax benefit therefrom, there is no provision for current or deferred federal or state income taxes for the years ended December 31, 2004 and 2003.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2004 is as follows:

Total deferred tax assets $570,000

Valuation allowance (570,000)

Net deferred tax asset $ ----

=======

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE C—INCOME TAXES (CONT’D)

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended December 31, 2004 and 2003 is as follows:

2004 2003

Income tax computed at the federal statutory rate 34% 34%

State income taxes, net of federal tax benefit 4% 4%

Valuation allowance (38%) (38%)

Total deferred tax asset 0% 0%

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by $270,193 and $826,378 in 2004 and 2003, respectively.

As of December 31, 2004, the Company had federal and state net operating loss carryforwards in the amount of approximately $1,500,000, which expire at various times through the year 2025.

NOTE D—MERGER ACQUISITION

On December 16, 2004, the Company and its shareholders executed a Share Acquisition Agreement (the Merger Agreement), pursuant to which the Company agreed to merge with BBI Computer Solutions, Inc. (BBI). The Company acquired all of the issued and outstanding shares of BBI and BBI sold all of its issued and outstanding shares to the Company. BBI was acquired on a share exchange designed to be a tax free exchange under the rules and regulations of the Internal Revenue Service. BBI has become a wholly owned subsidiary of the Company. The Company issued 200,000,000 million restricted shares of common capital stock to BBI’s principal owners. Two designees of BBI were elected to the Board of Directors of the Company.

NOTE E—SEGMENT REPORTING

n June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This statement requires companies to report information about operating segments in interim and annual consolidated financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2004 and 2003.

NOTE F—EQUITY

During 2004, the Company issued 327,692,195 common shares.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE G—COMMITMENTS

The Company leases its office and retail facilities. Payment due under the lease is $1,375 per month.

Rent expense was $52,238 and $149,547 in 2004 and 2003, respectively.

Future minimum rental payments as of December 31, 2004 in the aggregate and for each of the two succeeding years are as follows:

Year Amount

2005 $37,641

2006 39,249

Total $76,890

=====

NOTE H—NOTES PAYABLE

Notes payable at December 31, 2004 consist of the following:

Unsecured note payable to a related party.

Bearing 0% interest, due on demand $5,000 *

Unsecured note payable to a related party.

Bearing 0% interest, due on demand 177,072 *

Unsecured note payable to an unrelated party

Bearing 0% interest, due on demand. 210,268 *

Unsecured demand note payable to a related party.

Bearing 6.5% interest. Matures February 5, 2009. 273,393

Total $665,733

Current Portion $454,192

Long-term $211,541

* On the 0% interest bearing notes, the Company imputed interest on the notes using a rate of 10%. The effects of these notes are included in the consolidated financial statements therein.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE H—NOTES PAYABLE (CONT’D)

Principal maturities in each of the next five years are as follows:

Year	Amount

2005	$	454,192
2006		60,330
2007		70,035
2008		74,725
2009		6,451
Total	$	665,733

NOTE I—SUBSEQUENT EVENTS

In March 2005, the Company entered into a consulting services agreement with MJMM Investments, LLC. (MJMM). MJMM markets and promotes the Company to brokers and other investors. The agreement shall expire 6 months after the effective date. MJMM shall be compensated on a monthly basis in the amount of $50,000. If payment is made in stock, MJMM shall be entitled to receive $50,000 per month worth or free trading shares of the Company’s stock. The Company deposited 100,000,000 free trading shares 504 common stock in an escrow account for MJMM.

In March 2005, the Company increased its authorized common stock to 10 billion shares at $.00001 per share.

In March 2005, the Company entered into an agreement with A-Z Consulting, Inc. (A-Z Consulting). A-Z Consulting agreed to perform and review the Company’s 504 offering. A-Z Consulting will also assist with the preparation of Form D, Form E, etc… The Company paid A-Z Consulting for its services with a financial advisory fee of 20,000,000 shares of free-trading common stock based on the private placement memorandum.

In April 2005, the Company entered into an agreement with A-Z Consulting, Inc. (A-Z Consulting). A-Z Consulting will assist with the preparation of Form SB-2, including drafting of the registration statement, reviewing the Company’s corporate documents in preparation for filing the registration statement. The Company paid A-Z Consulting for its services a financial advisory fee of $29,500 and 19,000,000 common shares. The term of this agreement will end in 120 days from commencement of agreement.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE I—SUBSEQUENT EVENTS (CONT’D)

In July 2005, the Company entered into an agreement with Big Apple Consulting USA, Inc. (Big Apple). Big Apple will provide consulting services for the Company. Big Apple will be compensated on a monthly basis in the amount of $50,000. If payment is to be made in stock, Big Apple shall be entitled to receive $50,000 per month worth of the Company’s common stock based upon the previous 10 day average closing bid price. The terms of this agreement shall commence on October 1, 2005.

Subsequent to year end, the Company’s board of directors and majority shareholders authorized and created new classes of Series A, B and C preferred stock.

In June 2005, the Company signed share exchange agreements with various consulting firms:

*Direct Consulting, Inc.--20,000,000 common shares exchanged for 4,000,000 Series B preferred shares.

*TPC Consulting, Inc.—20,000,000 common shares exchanged for 4,000,000 Series B preferred shares.

*Oceann, Inc.--13,270,833 common shares exchanged for 2,654,167 Series B preferred shares.

*Starr Consulting, Inc.--25,000,000 common shares exchanged for 5,000,000 Series B preferred shares.

*LSV & Associates--25,000,000 common shares exchanged for 5,000,000 Series B preferred shares.

In October 2005, the Company entered into a non-binding letter of intent with Actsoft, Inc. (Actsoft). The Company has offered to purchase all of the issued and outstanding stock of Actsoft. This represents a 100% ownership interest in Actsoft, Inc. The Company has offered to purchase this stock in exchange for $15,000,000 cash and $15,000,000 worth of its stock based on a price of $0.50 per share.

In September 2005, the Company entered into various employment agreements with key personnel.

NOTE J—OTHER

In August 2005, entered into new promissory notes:

Unsecured note payable to MJMM Investments, LLC in the amount of $100,000. The interest on the note is 5% per year. The term of the note is for one year from incurrence.

Table of Contents

Homeland Integrated Security Systems, Inc.

Notes to Audited Consolidated Financial Statements

NOTE J—OTHER (CONT’D)

Unsecured note payable to MJMM Investments, LLC in the amount of $75,000. The interest on the note is 5% per year. The term of the note is for one year from incurrence.

Unsecured note payable to MJMM Investments, LLC in the amount of $120,000. The interest on the note is 5% per year. The term of the note is for one year from incurrence.

Table of Contents

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLO SURE

The accounting firm of Traci J. Anderson, C.P.A. audited our financial statements. We have had no changes in or disagreements with our accountant

HOW TO GET MORE INFORMA TION

We have filed with the Securities and Exchange Commission in Washington, DC, a registration statement on Form SB-2 under the Securities Act of 1933, as amended, with respect to the shares we are offering and we have amended the same with this registration statement on Forms SB-2. We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended, and are required to file reports pursuant to its provisions. This prospectus does not contain all of the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. Reference is hereby made to the registration statement and shares to which this prospectus relates. Copies of the registration statement and other information filed by us with the Commission can be inspected and copied at the public reference facilities maintained by the Commission in Washington, DC at Room 100, F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330 (1-800-732-0330). In addition, the Commission maintains a World Wide Web site that contains reports, proxy statements and other information regarding registrants, such as Homeland Integrated Security Systems, Inc., which are filed electronically with the Commission at the following Internet address: (http:www.sec.gov).

Table of Contents

============================================================

Until _____________, 2005 (40 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

--------------------------------

TABLE OF CONTENTS

--------------------------------

Prospectus Summary

The Offering

Risk Factors

Forward Looking Statements

Use of Proceeds

Dilution

Plan of Distribution

Legal Proceedings

Directors & Executive Officers

Security Ownership

Description of Securities

Interests of Named Experts

SEC’s Position on Indemnification

Description of Business

Management’s Discussion & Analysis

Description of Property

Certain Relationships and Related Transactions

Market for Common Stock

Executive Compensation

Financial Statements

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by HISC. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to whom it is unlawful to make such offer in any jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the HISC since such date.

============================================================

==============================================================

Homeland Integrated Security Systems, Inc.

Up To 187,000,000 Shares

Common Stock

$.00001 Par Value

---------------------

PROSPECTUS

---------------------

December 2, 2005

==============================================================

Table of Contents

PART II

INFORMATION NOT REQUIRED TO BE INCLUDED IN PROSPE CTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIB UTION

The following table is an itemization of all out-of-pocket expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the out-of-pocket costs and expenses of this offering. Selling security holders will pay none of these offering expenses.

Item	Expense

SEC Registration Fee	$	5,908.54
Legal Fees and Expenses*	$	25,000.00
State Blue Sky Fees*	$	10,000.00
Miscellaneous*	$	3,854.40

Total*	$	44,762.94

* Estimated Figure

RECENT SALES OF UNREGISTERED SECU RITIES

A.	HISC RULE 504 OFFERING

B.	A-Z CONSULTING, INC.

On May 4, 2005, we issued 19,000,000 shares of our common stock to A-Z Consulting, Inc. for professional services, including:

·	Assistance in preparation of private offering documents

·	Compliance with state Blue Sky regulations

·	Compliance with the Securities and Exchange Commission's periodic reporting requirements

·	Tax and accounting services

·	EDGAR services

·	Preparation of interim financial information

·	Locating product vendors

·	Other consulting services

Table of Contents

The value of the services rendered by A-Z Consulting, Inc. was approximately $86,000.

We valued the shares at $.003 per share, yielding an aggregate amount of $57,000.

The shares were recorded at fair values of the shares issued. The amounts were recognized as expenses in the three-month period ended June 30, 2005.

We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

C.	BIG APPLE CONSULTING USA, INC.

On November 29, 2005, we issued 8,000,000 shares of our common stock to Big Apple Consulting USA, Inc. for professional services, including:

·	Provide access to its database of brokers,

·	Market and promotion of our company to brokers,

·	Provide investor lead management services,

·	Facilitation of broker/investor conference calls,

·	Other consultative services

The value of the services rendered by Big Apple Consulting USA, Inc. was approximately $75,000 per month.

We valued the shares at $75,000 per month as per our contract with them.

The shares were recorded at fair values of the shares issued. The amounts were recognized as expenses in the three-month period ended December 31, 2005.

Table of Contents

D.	DIRECT CONSULTING, INC.

On May 3, 2005, we issued 45,000,000 shares of our common stock to Direct Consulting, Inc. pursuant to a Share Exchange Agreement. The common shares were originally owned in 2004 pursuant to the reverse merger into Second Colonial Mining.

We agreed to restrict the original shares and agreed to provide double the amount of shares in return for this.

E.	TPC CONSULTING, INC.

On May 3, 2005, we issued 20,000,000 shares of our common stock to TPC Consulting, Inc. pursuant to a Share Exchange Agreement.

We agreed to restrict the original shares and agreed to provide double the amount of shares in return for this.

F.	LS&V ASSOCIATES, INC.

On May 3, 2005, we issued 25,000,000 shares of our common stock to LS&V Associates, Inc. as a finder’s fee.

We valued the shares at $.003 per share, yielding an aggregate amount of $75,000.

The shares were recorded at fair values of the shares issued. The amounts were recognized as expenses in the three-month period ended June 30, 2005.

Table of Contents

G.	OCEANN, INC.

On April 29, 2005, May 19, 2005 and May 31, 2005 we issued 5,000,000, 4,280,000, and 4,000,000 shares of our common stock to Oceann, Inc. for sale of our stock to this investor in the amounts of $30,000, $51,250, and $60,000, respectively.

H.	MJMM INVESTMENTS, LLC

On November 29, 2005, we issued 10,000,000 stock options for shares of our common stock to MJMM Investments LLC., a Pennsylvania Limited Liability company which is owned by Mark Kaley.

Table of Contents

I.	MANAGEMENT SOLUTIONS INTERNATIONAL, INC.

On November 29, 2005, we issued 10,000,000 stock options for shares of our common stock to Management Solutions International, Inc., a Florida corporation, which is owned by Big Apple Consulting USA, Inc.

J.	SHARE ISSUANCE - ACQUISITION OF BBI COMPUTER SOLUTIONS, INC.

On December 16, 2004, we acquired BBI Computer Solutions, Inc., a North Carolina corporation, in a stock transaction whereby we issued 200,000,000 restricted common shares for all of the issued and outstanding stock of BBI Computer Solutions, Inc., a strategic acquisition for our business.

K.	SHARE ISSUANCE - ACQUISITION OF C2, INC.

On December 16, 2004, we also acquired C2, Inc., a North Carolina corporation, in a stock transaction whereby we issued 50,000,000 restricted common shares for all of the issued and outstanding stock of C2, Inc., a strategic acquisition for our business.

Table of Contents

INDEMNIFICATION OF DIRECTORS AND OFFI CERS

The Articles of Incorporation and By-Laws of Homeland Integrated Security Systems, Inc. do not provide for indemnification of officers, directors, employees and agents of the company. However, under Section 850(1) of Chapter 607 of Florida Revised Statutes, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Table of Contents

EXHIB ITS

Exhibit Number	Exhibit Description

3.1	Articles of Incorporation Homeland Integrated Security Systems, Inc.*
3.2	Articles of Incorporation for BBI Computer Solutions, Inc.*
3.3	Articles of Incorporation for C ² of N.C., Inc.*
3.4	Articles of Organization for JTT/Scenic Holdings, LLC*
3.5	Amendment to Articles of Incorporation for Homeland Integrated Security Systems, Inc. to increase common shares*
3.6	Amendment to Articles of Incorporation for Homeland Integrated Security Systems, Inc. to authorize Series A Preferred Stock*
3.7	Amendment to Articles of Incorporation for Homeland Integrated Security Systems, Inc. to authorize Series B Preferred Stock*
3.8	Amendment to Articles of Incorporation for Homeland Integrated Security Systems, Inc. to authorize Series C Preferred Stock*
3.9	Amendment to Articles of Incorporation for C ² of N.C., Inc.*
3.10	Bylaws for Homeland Integrated Security Systems, Inc.*
4.1	Form of Stock Certificate*
5.1	Legal Opinion*
10.1	Asset Acquisition Agreement and Plan of Reorganization between Second Colonial Mining and Engineering Services and JTT Homeland Integrated Security Systems*
10.2	Share Acquisition Agreement with BBI Computer Solutions, Inc.*
10.3	Share Acquisition Agreement with C ^2, Inc.*
10.4	Employment Agreement with Frank Moody*
10.5	Employment Agreement with Fredrick Wicks*
10.6	Employment Agreement with Brian Riley*
10.7	Employment Agreement with Ian Riley*
10.8	Consulting Agreement with A-Z Consulting, Inc.*
10.9	Consulting Agreement with Big Apple Consulting USA, Inc.*
10.10	Authorized Distributor Agreement with Implant Sciences*
10.11	Authorized Distributor Agreement with WM Robots LLC (1)
10.12	Authorized Representative Agreement between BBI Computers and Nextel (1)
10.13	Exclusive Dealer Agreement between Cingular Wireless and BBI Computers*
10.14	Equipment and Prepaid Purchase Agreement between BBI Computes and Cingular Wireless*
10.15	Sales Representative Agreement and Strategic Alliance Agreement with Duke Pro, Inc.*
10.16	Sales Representative Employment Agreement with Barry Bennett*
10.17	Non-Exclusive Commission Agreement with Personal Business Advisors *
10.18	Letter of Understanding with Pro.Sec (1)
10.19	Option Agreement with MJMM Investments, LLC *
10.20	Option Agreement with Management Solutions International, Inc.*
10.21	Option Agreement with A-Z Consulting, Inc.*
10.22	Facilities Lease Agreement for Two Town Square, Suite 245 , Asheville , North Carolina *
10.23	Facilities Lease Agreement for Two Town Square, Suite 249 , Asheville , North Carolina *
10.24	Facilities Lease Agreement for 1630 D Spartanburg Highway , Hendersonville , North Carolina *
10.25	Facilities Lease Agreement for 600 North Main Street , Hendersonville , North Carolina (1)
10.26	Facilities Lease Agreement for 140-N Airport Road , Arden , North Carolina *
23.1	Consent of John Hanzel, Esq. (Included in exhibit 5.1)*
23.2	Consent of Traci J. Anderson, C.P.A.*

*	Filed herewith.

(1) To be provided.

Table of Contents

UNDERTAKIN GS

The undersigned Registrant hereby undertakes:

1.	To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

·	Include any prospectus required by Section 10(a)(3) of the securities Act of 1933.

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

·	Include any additional or changed material information on the plan of distribution.

2.	That, for determining liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.	To file a post-effective amendment to remove from registration any of the securities that remains unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred and paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Table of Contents

SIGNATU RES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing of Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Asheville, North Carolina on December 2, 2005.

Homeland Integrated Security Systems, Inc.

/s/ Frank A. Moody, II

By: Frank A. Moody, II

Title: President and CEO, Director

Present Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the date stated.

/s/ Frank A. Moody, II

By: Frank A. Moody, II

Title: President and CEO, Director

Date: December 2, 2005

/s/ Brian Riley

By: Brian Riley

Title: Chief Information Officer, Director

Date: December 2, 2005

/s/ J. Ian Riley

By: J. Ian Riley

Title: Chief Technology Officer, Director

Date: December 2, 2005

/s/ Fredrick W. Wicks

By: Fredrick W. Wicks

Title: Chief Operating Officer, Director

Date: December 2, 2005

/s/ Chris Panel

By: Chris Panel

Title: Director

Date: December 2, 2005

Exhibit 3.1

Electronic Articles of Incorporation For

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

P04000116061

FILED

August 10,2004

Sec. Of State

bmcknight

The undersigned incorporator, for the purpose of forming a Florida profit corporation,

hereby adopts the following Articles of Incorporation:

Article I The name of the corporation is:

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Article II

The principal place of business address: 2501 E. COMMERCIAL BLVD

212

FT. LAUDERDALE, FL. 33308

The mailing address of the corporation is: 2501 E. COMMERCIAL BLVD

212

FT. LAUDERDALE, FL. 33308

Article III

The purpose for which this corporation is organized is:

ANY AND ALL LAWFUL BUSINESS.

Article IV

The number of shares the corporation is authorized to issue is: 1,000,000,000

Article V

The name and Florida street address of the registered agent is:

THOMAS F PIERSON

2501 E. COMMERCIAL BLVD. 212

FT. LAUDERDALE, FL. 33308

I certify that I am familiar with and accept the responsibilities of registered agent.

P04000116061

FILED

August 10,2004

Sec. Of State

bmcknight

Registered Agent Signature: THOMAS F. PIERSON

Article VI

The name and address of the incorporator is:

RICHARD M. MULLER

2501 E. COMMERCIAL BLVD. SUITE 212

FT. LAUDERDALE, FL 33308

Incorporator Signature: RICHARD M. MULLER

Article VII

The initial officer(s) and/or director(s) of the corporation is/are:

Title: P

RICHARD M MULLER

2501 E. COMMERCIAL BLVD. #212

FT. LAUDERDALE, FL. 33308

Title: S

RICHARD M MULLER

2501 E. COMMERCIAL BLVD.

FT. LAUDERDALE, FL. 33308

Exhibit 3.2

20 256 900Q

50510: 563824

Date Filed: 9/12/2000 12:15 PM

Elaine F. Marshall

North Carolina Secretary of State

ARTICLES OF INCORPORATION OF

RBI COMPUTER SOLUTIONS. INC.

The undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under the laws of the State of North Carolina:

The name of the corporation is; BBI COMPUTER SOLUTIONS, INC.

The number of shares the corporation is authorized to issue is 100,000, divided into one class of Common Shares, with the par value of $1.00 per share.

The address of the initial registered office of the corporation in the State of North Carolina is: 79 Battle Creek Road, Horse Shoe, North Carolina 28742; and the name of its initial registered agent at such address is: Brian Riley. (Henderson County)

The name and address of the incorporator is Brian Riley, 79 Battle Creek Road, Horse Shoe, Henderson County, North Carolina 28742.

The number of directors constituting the initial board of directors shall be three (3). The name and address of the persons who are to serve as directors of the first meeting of shareholders, or until their successors are elected and qualified, are:

Brian Riley 79 Battle Creek Road, Horse Shoe, NC 28742

Linda Riley 79 Battle Creek Road, Horse Shoe, NC 28742

Joshua Ian Riley 79 Battle Creek Road, Horse Shoe, NC 28742

The corporation elects to have pre-emptive rights.

All shareholders of the corporation are entitled to cumulate their votes for directors. No amendment shall be made to this article when the number of shares voting against the proposal to amend would be sufficient to elect a director by cumulative voting and such shares are entitled to be voted cumulatively for the election of directors.

These articles will become effective immediately upon filing

_________________________________

BRIAN RILEY - INCORPORATOR

Exhibit 3.3

State of North Carolina

Department of the Secretary of State

ARTICLES OF INCORPORPATION

Pursuant Lo §55-2-02 of the General Statutes of North Cnrolin3, the undersigned does hereby submit these Articles of IncOJ1Joration for the purpose of forming a business corporation.

1. The name of the corporation is: C ² of N.C., Inc.

2. The number of shares the corpora lion is authorized to issue is: 100,000

These shares shall be; (check either a or b

a. xx ... all of one class, designated as common stock; or

b. ___ divided into classes or series within 3 class as provided in the attached schedule, with the information required by N.C.U.S. Section 55-6-01.

3. The street address and county or the initial registered office of the corporation is:

Number and Street 140-J Airport Road

City, State, Zip Code Arden, NC 28704

County Buncombe

4. The mailing address, if different from the street address, of the initial registered office is:

5. The name orthe initial registered agent is: Brian D. Riley

6. Principal office information: (must select either a or b.)

a. [X] The corporation has a principal office.

The street address and county of the principal office of the corporation is:

Number and Stree t 140-J Airport Road

City, State, Zip Code Arden, NC 28704

County Buncombe

The mailing address, if different from the street address, of the principal office of the corporation is:

b. [ ] The corporation does not have a principal office.

7. Any other provisions, which the corporation elects to include, are attached.

8. The name and address of each incorporator is as follows:

Brian D. Riley

79 Battle Creek Road

Horse Shoe, NC 28742

CORPORATIONS DIVISION (Revised January, 2002 ) P. O. BOX 29622 RALEIGII, NC 27626-0622

(Form B-01)

These articles will be effective upon filing, unless a date and/or time is specified: January 1, 2003 .

This the 24 day of December , 20 02 .

Signature

/s/ Brian D. Riley, Incorporator

Type or Print Name and Title

Filing fee is $125 . This document must be filed with the Secretary of State. -.

CORPORATIONS DIVISION (Revised January, 2002 ) P. O. BOX 29622 RALEIGII, NC 27626-0622

(Form B-01)

Exhibit 3.4

SOSID: 730831

Date Filed: 6/17/20043:19:00 PM

Elaine F. Marshall

North Carolina Secretary of State

C200416900240

State of North Carolina

Department of the Secretary of State

Limited Liability Company

ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.	The name of the limited liability company is: JTT/Scenic Holdings. LLC

2.	If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no

limit on the duration of the limited liability company.) _None ________________ _

3.	The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).

Albert L. Sneed, Jr . , Organizer

Post Office Box 7376

Asheville. North Carolina 28802-7376

4.	The street address and county of the initial registered office of the limited liability company is:

Number and Street 11 North Market Street

City, State, Zip Code Asheville. North Carolina 2 8801 County Buncombe

5.	The mailing address, if different from the street address, of the initial registered office is:

Post Office Box 7376. Asheville. North Carolina 28802

6.	The name of the initial registered agent is: _Albert_Sneed,_Jr._____________________ _

7.	Principal office information: (Select either a or b.)

a. o The limited liability company has a principal office.

The street address and county of the principal office of the limited liability company is;

Number and Street 1 Towne Square. Suite 347

City, State, Zip Code Asheville. North Carolina 28803 County Buncombe

The mailing address, if different from the street address, of the principal office of the corporation is:

Post Office Box 910. Skyland. North Carolina 28732

b. ¨ The limited liability company does not have a principal office.

8. Check one of the following:

ü (i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.

___ (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

9. Any other provisions which the limited liability company elects to include are attached.

10. These articles will be effective upon filing, unless a date and/or time is specified:

This is the 10 day of June_________ , 20 04 .

JTT/SCENIC HOLDINGS, LLC

/s/ Albert L. Sneed, Jr.

Albert L. Sneed, Jr., ORGANIZER

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document must be filed with the Secretary of State.

CORPORATIONS DIVISION P.O. Box 29622 RALEIGH, NC 21626-0622

ARTICLES OF ORGANIZATION

JTT/SCENIC HOLDINGS, LLC

ATTACHED STATEMENT

PARAGRAPH 9

In accordance with the provisions of N.C.G.S. § 57C-3-05, all agreements of the Members constituting the "Operating Agreement" of the Company shall be in writing .The "Operating Agreement" shall not include oral agreements of the Members. Until such time as a written Operating Agreement of the Company is effectively executed, or if at any time, a written Operating Agreement is not in effect, except as otherwise indicated by these Articles of Organization, the operations of the Company shall be governed by the North Carolina Limited Liability Company Act and not by any oral agreements between the Members.

Exhibit 3.5

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

1. The text of each amendment adopted is as follows:

a. Increase in Authorized Common Stock. Article IV is hereby amended by omitting the prior language and inserting the following language:

The total amount of capital stock which this Corporation shall have the authority to issue shall be 10,000,000,000 shares of Common Stock of the par value of $.00001 per share.

2.	The date of adoption of this amendment was as follows: March 30, 2005

3.	(Check either a, b, c, or d, whichever is applicable)

a. X The amendment(s) was (were) approved by the shareholders.

b.__ The amendment(s) was (were) approved by the shareholders through voting groups.

c.__ The amendment(s) was (were) adopted by the board of directors without shareholder action and shareholder action was not required.

d .__ The amendment(s) was (were) approved by the incorporators without shareholder action, and shareholder action was not required.

Signed this 30th day of March, 2005

Homeland Integrated Security Systems, Inc.

Name of Corporation

___________________________ ____

Signature

Frank A. Moody II, President

Type or Print Name and Title

Exhibit 3.6

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

1. The text of each amendment adopted is as follows:

a. Authorization of Class of Preferred Stock. Article IV is hereby amended as set forth in Exhibit A attached hereto

2.	The date of adoption of this amendment was as follows: March 30, 2005

3.	(Check either a, b, c, or d, whichever is applicable)

a. X The amendment(s) was (were) approved by the shareholders.

b.__ The amendment(s) was (were) approved by the shareholders through voting groups.

c.__ The amendment(s) was (were) adopted by the board of directors without shareholder action and shareholder action was not required.

d .__ The amendment(s) was (were) approved by the incorporators without shareholder action, and shareholder action was not required.

Signed this 30th day of March, 2005

Homeland Integrated Security Systems, Inc.

Name of Corporation

___________________________ ____

Signature

Frank A. Moody II, President

Type or Print Name and Title

EXHIBIT A

The Corporation hereby creates a new series out of its Series A Preferred Stock consisting of 10,000,000 shares of “Series A Convertible Preferred Stock” having the preferences, limitations and relative rights set forth below:

(1) Designation and Rank. The series of Series A Convertible Preferred Stock shall be designated the "Series A Convertible Preferred Stock" ("Series A Convertible Preferred") and shall consist of 10,000,000 shares. The Series A Convertible Preferred and any other series of Preferred Stock authorized by the Board of Directors of this Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The Series A Convertible Preferred shall be senior to the common stock and all other shares of Preferred Stock that may be later authorized.

(2) Conversion into Common Stock.

(a) Right to Convert. Each share of Series A Convertible Preferred shall be convertible, at the option of the holder thereof, at any time after one month from the date of issuance (the "Conversion Date") into one hundred (100) shares of fully paid and non-assessable shares of Common Stock (the "Conversion Ratio").

(b) Mechanics of Conversion. Before any holder shall be entitled to convert, he shall surrender the certificate or certificates representing Series A Convertible Preferred to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent, and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Series A Convertible Preferred a certificate or certificates for the number of shares of Common Stock to which such holder is entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Convertible Preferred to be converted.

(1) Merger or Reorganization. In case of any consolidation or merger of the Corporation as a result of which holders of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Series A Convertible Preferred at least thirty (30) days prior to the consummation of such event a notice thereof, and each such holder shall have the option to either (i) convert such holder's shares of Series A Convertible Preferred into shares of Common Stock pursuant to this Section 3 and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Convertible Preferred would have been entitled upon such consolidation, merger or conveyance, or (ii) exercise such holder's rights pursuant to Section 4(a). Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall not be affected by a stock dividend or subdivision (stock split) on the Common Stock of the Corporation, or a stock combination (reverse stock split) or stock consolidation by reseriesification of the Common Stock. However, once the Series A Convertible Preferred has been converted to Common Stock, it shall be subject to all corporate actions that affect or modify the common stock.

(d) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation, this Certificate of Designation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Convertible Preferred against impairment.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Series A Convertible Preferred pursuant to this Section 3, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Convertible Preferred a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Convertible Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio for the Series A Convertible Preferred at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Convertible Preferred.

(f) Common Stock Reserved. The Corporation shall reserve and keep available out of its authorized but unissued Common Stock such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Series A Convertible Preferred.

(4) Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows:

(1) The holders of the Series A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Series A Convertible Preferred.

(2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Series A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Series A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(3) After payment of the full amounts to the holders of Series A Convertible Preferred as set forth above in paragraph (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock).

(b) For purposes of this Section 4, and unless a majority of the holders of the Series A Convertible Preferred affirmatively vote or agree by written consent to the contrary, a Liquidation shall be deemed to include (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) and (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity.

(c) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

(5) Voting Rights. Except as otherwise required by law, the holders of Series A Convertible Preferred and the holders of Common Stock shall be entitled to notice of any stockholders' meeting and to vote as a single Series upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each series of Preferred Stock shall have one vote for each full share of Common Stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of Common Stock shall have one vote per share of Common Stock held as of such date.

(6) Covenants. (a) In addition to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A Convertible Preferred, do any of the following:

(1) Take any action which would either alter, change or affect the rights, preferences, privileges or restrictions of the Series A Convertible Preferred or increase the number of shares of such series authorized hereby or designate any other series of Preferred Stock;

(2) increase the size of any equity incentive plan(s) or arrangements;

(3) make fundamental changes to the business of the Corporation;

(4) make any changes to the terms of the Series A Convertible Preferred or to the Corporation's Articles of Incorporation or Bylaws, including by designation of any stock;

(5) accrue any indebtedness in excess of $1,000,000;

(6) make any change in the size or number of authorized directors;

(7) repurchase any of the Corporation's Common Stock;

(8) sell, convey or otherwise dispose of, or create or incur any mortgage, lien, charge or encumbrance on or security interest in or pledge of, or sell and leaseback, all or substantially all of the property or business of the Corporation or more than 50% of the stock of the Corporation;

(9) make any sale of additional Series A Preferred Stock.

(7) Reissuance. No share or shares of Series A Convertible Preferred acquired by the Corporation by reason of conversion or otherwise shall be reissued as Series A Convertible Preferred, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Series A Preferred Stock of the Corporation.

(8) Directors. The holders of Series A Convertible Preferred and Common Stock voting together as a Series shall be entitled to elect the directors comprising the Board of Directors (and to fill any vacancies with respect thereto).

******

Exhibit 3.7

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

1. The text of each amendment adopted is as follows:

a. Authorization of a new Class of Preferred Stock. Article IV is hereby amended as set forth in Exhibit A attached hereto

2.	The date of adoption of this amendment was as follows: June 6, 2005

3.	(Check either a, b, c, or d, whichever is applicable)

a. X The amendment(s) was (were) approved by the shareholders.

b.__ The amendment(s) was (were) approved by the shareholders through voting groups.

c.__ The amendment(s) was (were) adopted by the board of directors without shareholder action and shareholder action was not required.

d .__ The amendment(s) was (were) approved by the incorporators without shareholder action, and shareholder action was not required.

Homeland Integrated Security Systems, Inc.

Name of Corporation

___________________________ ____

Signature

Frank A. Moody II, President

Type or Print Name and Title

EXHIBIT A

The Corporation hereby creates a new series out of its Series B Preferred Stock consisting of 100,000,000 shares of “Series B Convertible Preferred Stock” having the preferences, limitations and relative rights set forth below:

(1) Designation and Rank. The series of Series B Convertible Preferred Stock shall be designated the "Series B Convertible Preferred Stock" ("Series B Convertible Preferred") and shall consist of 100,000,000 shares. The Series B Convertible Preferred and any other series of Preferred Stock authorized by the Board of Directors of this Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The Series B Convertible Preferred shall be senior to the common stock.

(2) Conversion into Common Stock.

(a) Right to Convert. Each share of Series B Convertible Preferred shall be convertible, at the option of the holder thereof, at any time after one month from the date of issuance (the "Conversion Date") into ten (10) shares of fully paid and non-assessable shares of Common Stock (the "Conversion Ratio").

(b) Mechanics of Conversion. Before any holder shall be entitled to convert, he shall surrender the certificate or certificates representing Series B Convertible Preferred to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent, and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Series B Convertible Preferred a certificate or certificates for the number of shares of Common Stock to which such holder is entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Convertible Preferred to be converted.

(1) Merger or Reorganization. In case of any consolidation or merger of the Corporation as a result of which holders of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Series B Convertible Preferred at least thirty (30) days prior to the consummation of such event a notice thereof, and each such holder shall have the option to either (i) convert such holder's shares of Series B Convertible Preferred into shares of Common Stock pursuant to this Section 3 and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series B Convertible Preferred would have been entitled upon such consolidation, merger or conveyance, or (ii) exercise such holder's rights pursuant to Section 4(a). Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall not be affected by a stock dividend or subdivision (stock split) on the Common Stock of the Corporation, or a stock combination (reverse stock split) or stock consolidation by reseriesification of the Common Stock. However, once the Series B Convertible Preferred has been converted to Common Stock, it shall be subject to all corporate actions that affect or modify the common stock.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Series B Convertible Preferred pursuant to this Section 3, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series B Convertible Preferred a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series B Convertible Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio for the Series B Convertible Preferred at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series B Convertible Preferred.

(1) The holders of the Series B Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Series B Convertible Preferred.

(2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Series B Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Series B Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(3) After payment of the full amounts to the holders of Series B Convertible Preferred as set forth above in paragraph (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock).

(b) For purposes of this Section 4, and unless a majority of the holders of the Series B Convertible Preferred affirmatively vote or agree by written consent to the contrary, a Liquidation shall be deemed to include (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) and (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity.

(5) Voting Rights. Except as otherwise required by law, the holders of Series B Convertible Preferred and the holders of Common Stock shall be entitled to notice of any stockholders' meeting and to vote as a single Series upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each series of Preferred Stock shall have one vote for each full share of Common Stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of Common Stock shall have one vote per share of Common Stock held as of such date.

(1) Take any action which would either alter, change or affect the rights, preferences, privileges or restrictions of the Series B Convertible Preferred or increase the number of shares of such series authorized hereby or designate any other series of Preferred Stock;

(2) increase the size of any equity incentive plan(s) or arrangements;

(3) make fundamental changes to the business of the Corporation;

(4) make any changes to the terms of the Series B Convertible Preferred or to the Corporation's Articles of Incorporation or Bylaws, including by designation of any stock;

(5) accrue any indebtedness in excess of $1,000,000;

(6) make any change in the size or number of authorized directors;

(7) repurchase any of the Corporation's Common Stock;

(9) make any sale of additional Series B Preferred Stock.

(7) Reissuance. No share or shares of Series B Convertible Preferred acquired by the Corporation by reason of conversion or otherwise shall be reissued as Series B Convertible Preferred, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Series B Preferred Stock of the Corporation.

(8) Directors. The holders of Series B Convertible Preferred and Common Stock voting together as a Series shall be entitled to elect the directors comprising the Board of Directors (and to fill any vacancies with respect thereto).

******

Exhibit 3.8

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

1. The text of each amendment adopted is as follows:

a. Authorization of a new Class of Preferred Stock. Article IV is hereby amended as set forth in Exhibit A attached hereto

2.	The date of adoption of this amendment was as follows: August 31, 2005

3.	(Check either a, b, c, or d, whichever is applicable)

a. X The amendment(s) was (were) approved by the shareholders.

b. The amendment(s) was (were) approved by the shareholders through voting groups.

c. The amendment(s) was (were) adopted by the board of directors without shareholder action and shareholder action was not required.

d . The amendment(s) was (were) approved by the incorporators without shareholder action, and shareholder action was not required.

Signed this 31st day of August, 2005

Homeland Integrated Security Systems, Inc.

Name of Corporation

___________________________ ____

Signature

Frank A. Moody II, President

Type or Print Name and Title

EXHIBIT A

The Corporation hereby creates a new series out of its Series C Preferred Stock consisting of 10,000,000 shares of “Series C Convertible Preferred Stock” having the preferences, limitations and relative rights set forth below:

(1) Designation and Rank. The series of Series C Convertible Preferred Stock shall be designated the "Series C Convertible Preferred Stock" ("Series C Convertible Preferred") and shall consist of 10,000,000 shares. The Series C Convertible Preferred and any other series of Preferred Stock authorized by the Board of Directors of this Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The Series C Convertible Preferred shall be senior to the common stock.

(2) Conversion into Common Stock.

(a) Right to Convert. Each share of Series C Convertible Preferred shall be convertible, at the option of the holder thereof, at any time after one month from the date of issuance (the "Conversion Date") into one (1) share of fully paid and non-assessable share of Common Stock (the "Conversion Ratio").

(b) Mechanics of Conversion. Before any holder shall be entitled to convert, he shall surrender the certificate or certificates representing Series C Convertible Preferred to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent, and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Series C Convertible Preferred a certificate or certificates for the number of shares of Common Stock to which such holder is entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series C Convertible Preferred to be converted.

(1) Merger or Reorganization. In case of any consolidation or merger of the Corporation as a result of which holders of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Series C Convertible Preferred at least thirty (30) days prior to the consummation of such event a notice thereof, and each such holder shall have the option to either (i) convert such holder's shares of Series C Convertible Preferred into shares of Common Stock pursuant to this Section 3 and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series C Convertible Preferred would have been entitled upon such consolidation, merger or conveyance, or (ii) exercise such holder's rights pursuant to Section 4(a). Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall not be affected by a stock dividend or subdivision (stock split) on the Common Stock of the Corporation, or a stock combination (reverse stock split) or stock consolidation by reseriesification of the Common Stock. However, once the Series C Convertible Preferred has been converted to Common Stock, it shall be subject to all corporate actions that affect or modify the common stock.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Series C Convertible Preferred pursuant to this Section 3, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series C Convertible Preferred a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series C Convertible Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio for the Series C Convertible Preferred at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series C Convertible Preferred.

(1) The holders of the Series C Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Series C Convertible Preferred.

(2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Series C Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Series C Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(3) After payment of the full amounts to the holders of Series C Convertible Preferred as set forth above in paragraph (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock).

(b) For purposes of this Section 4, and unless a majority of the holders of the Series C Convertible Preferred affirmatively vote or agree by written consent to the contrary, a Liquidation shall be deemed to include (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) and (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity.

(5) Voting Rights. Except as otherwise required by law, the holders of Series C Convertible Preferred and the holders of Common Stock shall be entitled to notice of any stockholders' meeting and to vote as a single Series upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each series of Preferred Stock shall have one vote for each full share of Common Stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of Common Stock shall have one vote per share of Common Stock held as of such date.

(6) Reissuance. No share or shares of Series C Convertible Preferred acquired by the Corporation by reason of conversion or otherwise shall be reissued as Series C Convertible Preferred, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Series C Preferred Stock of the Corporation.

(7) Directors. The holders of Series C Convertible Preferred and Common Stock voting together as a Series shall be entitled to elect the directors comprising the Board of Directors (and to fill any vacancies with respect thereto).

******

Exhibit 3.9

NORTH CAROLINA

Department of The Secretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of

ARTICLES OF AMENDMENT

C2 OF N.C., INC.

WHICH CHANGED ITS NAME TO

CYBER CYNERGY, INC

the original of which was filed in this office on the 16th day of May, 2005.

IN WITNESS WHEREOF, I have hereunto set my

hand and affixed my official seal at the City of

Raleigh, this 16th day of May, 2005

Elaine F. Marshall

Secretary of State

Document Id: C2D050950C03

SOSID: 0659672

Date Filed: 5/16/20053:33:00 PM

Elaine F. Marshall

North Carolina Secretary of State

C200S09500037

State of North Carolina

Department of the Secretary of State

ARTICLES OF AMENDMENT

BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.

l. The name of the corporation is: C2 of N.C., Inc

-------------------------

2. The text of each amendment adopted is as follows (State below or attach):

change of name of corporation to: Cyber Cynergy, Inc.

3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares. provisions for implementing the amendment, if not contained in the amendment itself. arc as follows:

NONE

4. The date of adoption of each amendment was as follows:_ 03-30-2005

5.	(Check either a, b _, c, or d. whichever is applicable)

a._ ü _ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.

b. __ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.

c. __ The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action

was not required because (set forth a brief explanation of why .shareholder action was not required)

d. __ The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 5 5 of the North Carolina General Statutes.

CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH. NC27626-0622

(Revised January 2002) (Form B-02)

ARTICLES OF AMENDMENT

Page 2

6. These articles will be effective upon filing, unless a delayed time and date is specified:

This the 30 _day of March ,20 05

C2 of N.C., Inc.

Name of Corporation

/s/ Brian D. Riley

Signature

Brian D. Riley

Type or Print Name and Title

NOTES:

1. Filing fee is S50. This document must be tiled with the Secretary of State.

CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH. NC27626-0622

(Revised January 2002) (Form B-02)

Exhibit 3.10

BY-LAWS

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

A Florida Corporation

ARTICLE 1 - OFFICES

Section 1 - Registered Office

The registered office of the corporation shall be at:

1 Town Square Boulevard, Suite 347

Asheville, NC 28803

Section 2 - Registered Agent

The registered agent in charge thereof shall be:

Frank A. Moody, II

Section 3 - The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint, or the business of the corporation may require.

ARTICLE 2 - SEAL

Section 1 - The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Corporate Seal, North Carolina.”

ARTICLE 3 -STOCKHOLDERS’ MEETINGS

Section 1 - Meetings of the stockholders shall be held at the registered office of the corporation in this state or at such place, either within or without this state, as may be selected from time to time by the Board of Directors.

Section 2 - Annual Meetings: The annual meeting of the stockholders shall be held on the 3 ^rd Wednesday of February in each year if not a legal holiday, then on the next secular day following, at 10:00 o’clock A.M. , when they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting for election of directors is not held on the date designated therefore, the directors shall cause the meeting to be held as soon thereafter as convenient.

Section 3 - Election of Directors: Elections of the directors of the corporation shall be by written ballot.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 1

Section 4 - Special Meetings: Special meetings of the stockholders may be called at any time by the Chairman, or the Board of Directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting . At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty (60) days after receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all stockholders entitled to vote are present and consent.

Written notice of a special meeting of stockholders stating the time and place and object thereof, shall be given to each stockholder entitled to vote thereat at least thirty (30) days before such meeting, unless a greater period of notice is required by statute in a particular case .

Section 5 - Quorum: A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment , notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 6 - Proxies: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. All proxies shall be filed with the Secretary of the meeting before being voted upon.

Section 7 - Notice of Meetings: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of nay meeting shall be given not less than ten (10), nor more than sixty (60) days, before the date of the meeting to each stockholder entitled to vote at such meeting.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 2

Section 8 - Consent in Lieu of Meetings: Any action required to be taken at any annual or special meeting of stockholders or a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorized or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9 - List of Stockholders: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of share registered in the name of each stockholder. No share of stock upon which any installment is due and unpaid shall be voted at any meeting. The list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE 4 - - DIRECTORS

Section 1 - The business and affairs of this corporation shall be managed by its Board of Directors, five (5) in number. The directors need not be residents of this state or stockholders in the corporation. They shall be elected by the stockholders at the annual meeting of stockholders of the corporation, and each director shall be elected fro the term of two years, and until his successor shall be elected and shall qualify or until his earlier resignation or removal .

Section 2 - Regular Meetings: Regular meetings of the Board shall be held without notice, at least quarterly, at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 3

Section 3 - Special Meetings: Special Meetings of the Board may be called by the Chairman on two (2) days notice to each director, either personally or by mail, fax, electronic mail (e-mail), or by telegram; special meetings shall be called by the President or Secretary in like manner, and on like notice, on the written request of a majority of the directors in office.

Section 4 - Quorum: A majority of the total number of directors shall constitute a quorum for the transaction of business.

Section 5 - Consent in Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. The Board of Directors may hold its meetings, and have an office or offices, outside of this state.

Section 6 - Conference Telephone: One or more directors may participate in a meeting of the Board, or a committee of the Board, or of the stockholders, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting.

Section 7 - Compensation: Directors, as such, shall not receive any stated salary for their services; but by resolution of the Board, a fixed sum and expenses of attendance at each regular or special meeting of the Board PROVIDED that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 8 - Removal: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors , except that when cumulative voting is permitted. If less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 4

ARTICLE 5 - OFFICERS

Section 1 - The executive officers of the corporation shall be chosen by the directors and shall be a Chairman, President, Secretary, Treasurer, Chief Financial Officer, Chief Operations Officer, and Chief Technology Officer. The Board of Directors may also choose one or more Vice Presidents and such other officers as it shall deem necessary. Any number of offices may be held by the same person.

Section 2 - Salaries: Salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 3 - Term of Office: The officers of the corporation shall hold office for two years and until their successors are chosen and have qualified . Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

Section 4 - Chairman: The Chairman shall preside at all meetings of the stockholders and directors; he shall see that all orders and resolutions of the Board are carried into effect; subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the Chairman, to any other officer or officers of the corporation. He shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation . He shall be EX-OFFICIO a member of all committees.

Section 5 - President: The President shall attend all sessions of the Board. The President shall be the Chief Executive Officer of the corporation; he shall have general and active management of the business of the corporation; subject, however, to the right of the directors to delegate any specific powers, except as may be by statute exclusively conferred on the Chairman, to any other officer or officers of the corporation. He shall have the general power and duties of supervision and management usually vested in the office of President of a corporation .

Section 6 - Secretary: The Secretary shall attend all sessions of the Board and all meetings at the stockholders and act as clerk thereof, and records all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 5

Section 7 - Treasurer: The Treasurer shall have custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the monies of the corporation in separate account to the credit of the corporation . He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE 6 - VACANCIES

Section 1 - Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, shall be filled by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although not less than a quorum, or by a sole remaining director. If at any time, by reason of death, or resignation, or other cause, the corporation should have no directors in office, then any officer or any other stockholder or an executor, administrator, trustee, or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of stockholder, may call a special meeting of stockholders in accordance with the provisions of these By-Laws.

Section 2 - Resignations Effective at Future Date: When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

ARTICLE 7 - CORPORATE RECORDS

Section 1 - Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts there from . A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this state, or at its principal place of business.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 6

ARTICLE 8 - STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1 - The stock certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the President and Secretary.

Section 2 - Transfers: Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefore endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

Section 3 - Lost Certificate: The corporation may issue a new certificate of stock in the place of any certificate theretofore signed by it, alleged to have been lost, stolen, or destroyed, and the corporation may require the owner of the lost, stone, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction of any certificate or the issuance of such new certificate.

Section 4 - Record Date: In order that the corporation may determine the stockholders entitled to notice of, or to vote, at any meeting of stockholders or any adjournment thereof , or the express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action , the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60), nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If no record date is fixed:

(a)

The record date for determining stockholders entitled to notice of, or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b)	The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting , when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c)	The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d)

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 7

Section 5 - Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time, and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by the statute and the Certificate of Incorporation.

Section 6 - Reserves: Before payment of any dividend, there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conductive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE 9 - MISCELLANEOUS PROVISIONS

Section 1 - Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2 - Fiscal Year: The fiscal year shall begin on the first day of January.

Section 3 - Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, by fax, by electronic mail (e-mail), or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail, by fax, by electronic mail (e-mail), or by telegram, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, faxed or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of stockholders, the general nature of the business to be transacted.

Section 4 - Waiver of Notice: Whenever any written notice is required by statute, or by the Certificate or the By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of stockholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person, or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 8

Section 5 - Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance . It shall be the duty of the directors, as a Board, to enforce payment of such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

Section 6 - Resignations: Any director or other officer may resign at any time, such resignation to be made in writing, and to take effect from the time of its receipt by the corporation, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.

ARTICLE 10 - ANNUAL STATEMENT

Section 1 - The President and Board of Directors shall present at each annual meeting, a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

ARTICLE 11 - AMENDMENTS

Section 1 - These By-Laws may be amended or repealed by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of that purpose .

_________________________________________________________________________________________

* Unless otherwise stat4ed in these By-Laws, all references to Sections refer to those sections contained in the Florida Title 18 of the Florida Business Corporations Act.

FL By-Laws - 9

Exhibit 4.1

CUSIP No. 43741N 10 3

S H A R E

***0000*** ***0,000***

Incorporated under the laws of the state

of Florida

Authorized To Issue 100,000.000 Shares of COMMON Stock At $0.00001 Par Value

This Certifies That

Is hereby issued fully paid and non-assessable Common Shares of the above named Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this day of A.D. .

________________________________ ______________________________

SECRETARY PRESIDENT

Exhibit 5.1

John Hanzel, Esquire

Attorney at Law

19425-G Liverpool Parkway

Cornelius, North Carolina 28031

(704) 892-1375

December 2, 2005

Homeland Integrated Security Systems, Inc.

One Town Square Boulevard

Suite 347

Asheville, North Carolina 28803

Re: Offering by Homeland Integrated Security Systems, Inc.., a Florida corporation,

of 187,000,000 common shares

Dear Sir or Madam:

You have requested my opinion for Homeland Integrated Security Systems, Inc., a Florida corporation ("Company") in conjunction with its aggregate offering of 187,000,000 common shares ("Shares") in the Company pursuant to the Form SB-2 filed on or about December 2, 2005 ("Registration Statement").

In rendering the opinions hereinafter expressed, I have examined the Registration Statement, the Company's Articles of Incorporation and Bylaws, each as amended to date, and such other documents, records, certificates, memoranda and other instruments as I have deemed necessary as a basis for this opinion. I have also obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances as I have deemed necessary and appropriate for purposes of this opinion.

Without limiting the generality of the foregoing, in my examination, I have assumed without independent verification all documents submitted to me as originals are authentic, the signatures on all documents that I examined are genuine, and all documents submitted to me as certified, conformed, photostatic or facsimile copies conform to the original document, and all corporate records made available to me by the Company and all public records reviewed are accurate and complete.

The opinions set forth herein are expressly limited to the effect of the general corporate laws of the State of Florida as in effect as of the date hereof and I do not purport to be expert on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, any other laws, including any federal securities law, or any state securities or "blue sky" laws or regulations.

On the basis of the foregoing, and in reliance thereon, and having regard to legal considerations and other information that I deem relevant, I am of the opinion that the Shares, when and to the extent issued and sold in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion may not be relied upon by any other person, or used by you for any other purposes, without my prior written consent in each instance.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption "Legal Matters" in the prospectus included in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ John Hanzel

John Hanzel, Esquire

Exhibit 10.1

AGREEMENT AND PLAN OF REORGANIZATION

PURSUANT TO ASSET ACQUISITION

This AGREEMENT AND PLAN OF ACQUISITION (“Agreement”), dated as of August 6, 2004, by and among Second Colonial Mining and Engineering Services, Inc, a Canadian corporation (“Second Colonial”), the owners of JTT Homeland Integrated Security Systems, as listed on the signature page (collectively, the “Owners”), and JTT Homeland Integrated Security Systems, a private company (“JTT”). The parties hereto are sometimes hereinafter referred to collectively as the “Companies,” or individually as a “Company.”

WHEREAS, the respective Boards of Directors and/or Owners of the Companies deem it advisable and in the best interests of their respective owners and stockholders that the assets of JTT be acquired by Second Colonial and, in furtherance thereof, the Board of Directors of Second Colonial and the owners of JTT have approved, as applicable, the acquisition of JTT’S assets by conveyance of such assets into Second Colonial. The assets shall include all of the intellectual properties, concepts, knowledge and history of Jansen Taylor Technologies, Inc.’s facilities entry and exit controls, radiation detection rights from Radcomm and GPS and vehicle monitoring control systems from Nextel, all assigned to JTT, upon the terms and subject to the conditions set forth herein; and

WHEREAS, for federal income tax purposes, it is intended that the asset acquisition shall qualify as a re-organization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, the parties hereto agree as follows:

Article I

THE ASSET ACQUISITION

1.1 The Asset Acquisition . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Second Colonial shall acquire (the “Acquisition”) all of the assets of JTT.

1.2 Effective Time of the Asset acquisition . The Transaction shall become effective (the “Effective Time”) after satisfaction of the conditions set forth in Article VIII hereof .

Article II

ACQUISITION PURCHASE PRICE

2.1 Purchase Price . At the Effective Time and subject to Section 7, by virtue of the Transaction and without any action on the part of the holder thereof:

(a) At the Effective Time, JTT Owners shall receive 5,445,222 shares of the restricted, no par value common stock of Second Colonial.

(b) At the Effective Time, all assets of JTT shall be conveyed to Second Colonial, in exchange for certificates representing 5,445,222 shares of the restricted, no par value common stock of Second Colonial.

(c) At the Effective Time, SECOND COLONIAL shall effect a 66.113 :1 forward stock split wherein the Owners of JTT will receive a total of Three Hundred Sixty Million (360,000,000) post forward split shares of the restricted, .0001 par value stock of Homeland Integrated Security Systems, Inc., and SECOND COLONIAL shareholders shall retain Three Hundred Forty Million (340,000,000) shares.

Article III

EXCHANGE OF SHARES FOR ASSETS

3.1 Exchange of Shares For Assets. Prior to the Effective Time, the parties shall select and enter into an agreement with an attorney, transfer agent or trust company to act as Exchange Agent (the “Exchange Agent”). No later than the Effective Time, SECOND COLONIAL shall make available, and each OWNER of JTT shall be entitled to receive, upon completion of the legal conveyance of the assets, one or more certificates representing the number of SECOND COLONIAL Shares into which such JTT ownership rights are converted pursuant to this Asset Acquisition. The SECOND COLONIAL Shares issued pursuant to this transaction shall be deemed to have been issued at the Effective Time.

As soon as is reasonably practicable after the Effective Time, the Exchange Agent shall mail to each shareholder of record, a certificate or certificates (the “Certificates”) which represent the Owners percentage of the shares paid as consideration for the Asset Acquisition.

3.2 No Fractional Securities . No certificates or scrip representing fractional SECOND COLONIAL Shares shall be issued upon effective date pursuant to this Article III and no dividend, stock split-up, or other change in the capital structure of SECOND COLONIAL shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder.

3.3 Closing of Transfer Books . At the Effective Time, the ownership books of JTT shall be closed and no transfer of JTT Ownership rights shall thereafter be recognized..

3.4 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Thomas F. Pierson, at 9 a.m., local time, on the first business day (the “Closing Date”) after the later of (a) the day on which the meeting of the owners of JTT approving the Transaction is held or the Required Owners’ Consent is executed and delivered to JTT in compliance with applicable law, or (b) the day on which all of the conditions set forth in Article VIII hereof are satisfied or waived (other than those conditions which are to be satisfied at Closing), or at such other date, time and place as the Companies shall agree.

3.5 Supplementary Action . If at any time after the Effective Time, any further assignments or assurances in law or any other things are necessary or desirable to vest or to perfect or confirm of record ithe title to any property or rights of either SECOND COLONIAL or JTT, or otherwise to carry out the provisions of this Agreement, the Owners, officers and directors are hereby authorized and empowered on behalf of each, in the name of and on behalf of them as appropriate, to execute and deliver any and all things necessary or proper to vest or to perfect or confirm title to such property or rights in the Surviving Corporation, and otherwise to carry out the purposes and provisions of this Agreement.

Article IV

REPRESENTATIONS AND WARRANTIES OF JTT

As used in this Agreement, (i) the term “Material Adverse Effect” means, with respect to SECOND COLONIAL or JTT, as the case may be, a material adverse effect on the business, assets, results of operations, or financial condition of such party taken as a whole or in the ability of such party to perform its obligations hereunder, and (ii) the word “subsidiary” when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party or any other subsidiary of such party is a general partner (excluding partnerships the general partnership interests of which held by such party or any subsidiary of such party do not have a majority of the voting interests in such partnership) or of which at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporations or other organizations is directly or indirectly owned or controlled by such party and/or by any one or more of the subsidiaries.

JTT represents and warrants, with respect to JTT, its assets, except as disclosed to SECOND COLONIAL in the JTT Schedule of Exceptions (the “JTT Schedule”), attached hereto and incorporated herein by this reference, as follows:

4.1 Organization . JTT is a company which is not incorporated and owned by four individuals, James T. Bullock, Peggy A. Bullock, Frank M. Moody and Jana Moody. The company is duly organized, validly existing, has the power to carry on its business as it is now being conducted or presently proposed to be conducted. JTT is duly qualified to do business, and is in good standing (to the extent the concept of good standing exists), in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified shall not have a Material Adverse Effect.

4.2 Authority Relative to this Agreement . JTT’s Owners have the power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by JTT and the consummation by JTT of the transactions contemplated hereby have been duly authorized, and, except for approval by the requisite votes cast by JTT’s Owners at the meeting provided for herein, no other proceedings on the part of JTT are necessary to approve this Agreement or the transactions contemplated hereby.

4.3 Consents and Approvals; No Violations . No filing with, and no permit, authorization, consent, or approval of, any public body or authority is necessary for the consummation by JTT of the transactions contemplated by this Agreement. Except as set forth in Section 4.4 of the JTT Schedule, neither the execution and delivery of this Agreement by JTT, nor the consummation by it of the transactions contemplated hereby, nor compliance by JTT with any of the provisions hereof, shall (a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which JTT is a party or by which any of them or any of their properties or assets may be bound or (b) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to JTT, or any of its properties or assets, except in the case of clauses (a) and (b) for violations, breaches, or defaults that would not have a Material Adverse Effect.

4.4 Litigation. As of the date of this Agreement, (i) there is no action, suit, judicial, or administrative proceeding, arbitration or investigation pending or, to the best knowledge of JTT, threatened against or involving JTT, or any of its properties or rights, before any court, arbitrator, or administrative or governmental body; (ii) there is no judgment, decree, injunction, rule, or order of any court, governmental department, commission, agency, instrumentality, or arbitrator outstanding against JTT; and (iii) JTT is not in violation of any term of any judgments, decrees, injunctions, or orders outstanding against it. JTT has furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section 4.7 of the JTT Schedule, a description of all litigation, actions, suits, proceedings, arbitrations, investigations known to it, judgments, decrees, injunctions or orders pending; or to its best knowledge, threatened against or involving JTT, or any of its properties or rights as of the date hereof.

4.5 Contracts . Each of the material contracts, instruments, mortgages, notes, security agreements, leases, agreements, or understandings, whether written or oral, to which JTT is a party that relates to or affects the assets or operations of JTT or to which JTT or its respective assets or operations may be bound or subject is a valid and binding obligation of JTT and in full force and effect (with respect to JTT or such subsidiary), except for where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. Section 4.8(a) of the JTT Schedule sets forth a complete list of all material contracts. For purposes of this Agreement a material contract shall be any contract or agreement, which involves consideration in excess of $25,000. Except to the extent that the consummation of the transactions contemplated by this Agreement may require the consent of third parties, as disclosed in the JTT Schedule, there are no existing defaults by JTT thereunder or, to the knowledge of JTT, by any other party thereto, which defaults, individually or in the aggregate, would have a Material Adverse Effect; and no event of default has occurred, and no event, condition, or occurrence exists, that (whether with or without notice, lapse of time, or the happening or occurrence of any other event) would constitute a default by JTT thereunder which default would, individually or in the aggregate, have a Material Adverse Effect.

4.6	Employee Benefit Plans . JTT has no benefit plans at this time.

4.7 Taxes . For the purposes of this section, the term “tax” shall include all taxes, charges, withholdings, fees, levies, penalties, additions, interest, or other assessments imposed by any United States federal, state, or local authority or any other taxing authority on JTT or any of its Tax Affiliates (as hereinafter defined) as to their respective income, profit, franchise, gross receipts, payroll, sales, employment, worker’s compensation, use, property, withholding, excise, occupancy, environmental, and other taxes, duties, or assessments of any nature, whatsoever. Except as set forth in Section 4.10 of the JTT Schedule, JTT and Jansen Taylor Technologies, Inc. have filed or caused to be filed timely all material federal, state, local, and foreign tax returns required to be filed by each of its and any member of its consolidated, combined, unitary, or similar group (each such member a “Tax Affiliate”). Such returns, reports, and other information are accurate and complete in all material respects. JTT has paid or caused to be paid or has made adequate provision or set up an adequate accrual or reserve for the payment of, all taxes shown to be due in respect of the periods for which returns are due, and has established (or shall establish at least quarterly) an adequate accrual or reserve for the payment of all taxes payable in respect of the period subsequent to the last of said periods required to be so accrued or reserved. Neither JTT nor any of its Tax Affiliates has any material liability for taxes in excess of the amount so paid or accruals or reserves so established. Except as set forth in Section 4.10 of the JTT Schedule, neither JTT nor any of its Tax Affiliates is delinquent in the payment of any tax in excess of the amount reserved or provided therefore, and no deficiencies for any tax, assessment, or governmental charge in excess of the amount reserved or provided therefore have been threatened, claimed, proposed, or assessed. No waiver or extension of time to assess any taxes has been given or requested. The Internal Revenue Service or comparable governmental agencies have never audited JTT’S federal and state income tax returns.

4.8 Compliance With Applicable Law . JTT holds all material licenses, franchises, permits, variances, exemptions, orders, approvals, and authorizations necessary for the lawful conduct of its business and the business of JTT is not being conducted in violation of, any provision of any material federal, state, local, or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license, or other governmental authorization or approval applicable to JTT .

4.9 Property .

(a) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy) does not have or could not reasonably be expected to have a Material Adverse Effect:

(i) JTT is licensed or otherwise has the legally enforceable right to use (in each case, clear of any liens or encumbrances of any kind), all Intellectual Property (as hereinafter defined) used in or necessary for the conduct of its business as currently conducted including but not limited to the Radcomm radiation detection system, the Nextel GPS tracking system and vehicle monitoring system, the James T. Bullock and/or Jansen Taylor Technologies, Inc. facilities entry and exit controls systems, designs and all related intellectual property associated therewith;

(ii) No claims are pending or, to the best knowledge of JTT, threatened, on which JTT is infringing or otherwise violating the rights of any person with regard to any Intellectual Property used by, owned by, and/or licensed to JTT, and, to the best knowledge of JTT, there are no valid grounds for any such claims;

(iii) to the best knowledge of JTT, there are no valid grounds for any claim challenging the ownership or validity of any Property owned by JTT or challenging JTT’s license or legally enforceable right to use any Property licensed or owned by it; and

(b) For purposes of this Agreement, “Property” means the intellectual property rights described on Ex. “A” hereto.

4.10 Disclosure of the Representations and Warranties. The representations and warranties in this Section 4 do not knowingly contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 4 in light of the circumstances when made not misleading.

4.11 JTT Owners. Owners of JTT are either accredited investors as such term is defined in the Securities Act of 1933 as amended or are investors who have acquired their ownership pursuant to valid laws rules and regulations. JTT acknowledges that each of the certificates representing shares of SECOND COLONIAL restricted no par value common stock paid to them in consideration of the Asset Acquisition shall contain the following legend:

This security has not been registered under the Securities Act of 1933, as amended, or any state securities laws. Securities may not be transferred, signed, sold or offered for sale except pursuant to an effective registration under said Act in any applicable state securities law or an opinion of counsel, in form and substance acceptable to SECOND COLONIAL, that registration is not required because of any applicable exemption from such registration requirements.

4.12 Owners Approval . JTT has obtained the consent to this Agreement and the transactions reflected hereby by the unanimous vote of JTT’S Owners, and such Owners have agreed to vote in favor of the Transaction.

4.13 Assets on Ex. “A”. JTT owns the assets described on Ex. “A” hereto or has the right to acquire the same on the terms and conditions described on Ex. “A” hereto. Ex. “A” is a full and complete description of the properties and assets of JTT including those listed under 4.9(a)(i) above, and JTT acknowledges that SECOND COLONIAL is relying upon such representations in entering into this Agreement.

Article V

REPRESENTATIONS AND WARRANTIES OF SECOND COLONIAL

SECOND COLONIAL represents and warrants, as of the Effective Time, and except as disclosed to JTT in the SECOND COLONIAL Schedule of Exceptions (the “SECOND COLONIAL Schedule”), attached hereto and incorporated herein by this reference, as follows:

5.1 Organization . SECOND COLONIAL is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. SECOND COLONIAL is duly qualified as a foreign corporation to do business, and is in good standing (to the extent the concept of good standing exists), in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified shall not have a Material Adverse Effect.

5.2 Capitalization . As of the date hereof, the authorized capital stock of SECOND COLONIAL consists of an unlimited number of common shares under series A, B, C, and D. Upon re-domicile to Florida, SECOND COLONIAL shall have 1,000,000,000 shares of .0001 par value common capital stock and no preferred or other class of stock authorized. As of the date hereof, the number of shares of the capital stock of SECOND COLONIAL of all types and classes which are issued and outstanding is 30,142,699 of common capital stock. All of the issued and outstanding shares of the capital stock of SECOND COLONIAL that are set forth hereof are validly issued, fully paid, and non-assessable and free of preemptive rights or similar rights created by statute, the Articles of Incorporation or Bylaws of SECOND COLONIAL or any agreement by which SECOND COLONIAL is a party or by which it is bound. Except (a) as set forth above or, (b) except as disclosed in Section 5.2 of the SECOND COLONIAL Schedule and herein below, there are not as of the date of this Agreement, any shares of capital stock of SECOND COLONIAL issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities, or other agreements or commitments obligating SECOND COLONIAL to issue, transfer, or sell any shares of its capital stock. The Capital Stock of the newly created Florida Company shall have 1,000,000,000 authorized shares, .0001 par value of which 700,000,000 shall be issued and outstanding.

5.3 Authority Relative to this Agreement . SECOND COLONIAL has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by SECOND COLONIAL and the consummation by SECOND COLONIAL of the transactions contemplated hereby have been duly authorized by its Board of Directors, no other corporate proceedings on the part of SECOND COLONIAL are necessary to approve this Agreement or the transactions contemplated hereby.

5.4 Consents, Approvals and Delinquent Filings; No Violations.

Except for applicable requirements, the Securities Act of 1933 and the Securities Exchange Act of 1934 (“34 Act”), state law relating to takeovers, if applicable, state securities or blue sky laws, and, as applicable, filing and recordation of Articles of Merger under the FBCA, no filing with, and no permit, authorization, consent, or approval of, any public body or authority is necessary for the consummation by SECOND COLONIAL of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by SECOND COLONIAL, nor the consummation by it of the transactions contemplated hereby, nor compliance by SECOND COLONIAL with any of the provisions hereof, shall (a) result in any breach of the Articles of Incorporation or Bylaws of SECOND COLONIAL, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which SECOND COLONIAL is a party or by which any of them or any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to SECOND COLONIAL, any of its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches, or defaults that would not have a Material Adverse Effect.

As of the date hereof SECOND COLONIAL is not a reporting company and trades on the “Grey Sheet” quotations system under the symbol _________; however the Company trades only by appointment. SECOND COLONIAL will comply with such requirements as are mandated to remain quoted on the Grey Sheet quotation system through the Effective Time in the same manner as it is now traded.

5.5 Financial Statements . Except as set forth in Section 5.5 of the SECOND COLONIAL Schedule, the un-audited financial statements (the “SECOND COLONIAL Unaudited Statements”) dated June 30, 2004 (“SECOND COLONIAL Un-Audited Statements”) fairly presents in all material respects the consolidated financial position of SECOND COLONIAL as of the respective dates thereof, and the other related statements (including in the case of the audited balance sheet, the related notes) included therein fairly present in all material respects the results of operations, changes in stockholders’ equity and cash flows of SECOND COLONIAL for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the un-audited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of any notes thereto. Section 5.5 of the SECOND COLONIAL Schedules is a list of SECOND COLONIAL’S payables as of June 30, 2004.

5.6 Absence of Certain Changes or Events; Undisclosed Liabilities . Since June 30, 2004, except as set forth in Section 5.6 of the SECOND COLONIAL Schedule, SECOND COLONIAL has neither: (i) taken any of the actions as set forth in Sections 6.2 hereof; (ii) incurred any liability material to SECOND COLONIAL on a consolidated basis, except in the ordinary course of its business, consistent with past practices; (iii) suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of SECOND COLONIAL which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by SECOND COLONIAL to SECOND COLONIAL pursuant hereto); or (iv) subsequent to the date hereof, except as permitted by Section 6.1 hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices.

SECOND COLONIAL has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability) except for (i) liabilities set forth on the face of the June 30, 2004 balance sheet and (ii) liabilities which have risen after the June 30, 2004 balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).

5.7 Litigation . As of the date of this Agreement, (i) there is no action, suit, judicial, or administrative proceeding, arbitration or investigation pending or, to the best knowledge of SECOND COLONIAL, threatened against or involving SECOND COLONIAL , or any of their properties or rights, before any court, arbitrator, or administrative or governmental body; (ii) there is no judgment, decree, injunction, rule, or order of any court, governmental department, commission, agency, instrumentality, or arbitrator outstanding against SECOND COLONIAL ; and (iii) SECOND COLONIAL are not in violation of any term of any judgments, decrees, injunctions, or orders outstanding against them. SECOND COLONIAL has furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section 5.7 of the SECOND COLONIAL Schedule, a description of all litigation, actions, suits, proceedings, arbitrations, investigations known to it, judgments, decrees, injunctions or orders pending; or to its best knowledge, threatened against or involving SECOND COLONIAL, or any of their properties or rights as of the date hereof.

5.8 Taxes For the purposes of this section, the term “tax” shall include all taxes, charges, withholdings, fees, levies, penalties, additions, interest, or other assessments imposed by any United States federal, state, or local authority or any other taxing authority on SECOND COLONIAL or any of its Tax Affiliates (as hereinafter defined) as to their respective income, profit, franchise, gross receipts, payroll, sales, employment, worker’s compensation, use, property, withholding, excise, occupancy, environmental, and other taxes, duties, or assessments of any nature, whatsoever. Except as set forth in Section 5.8 of the SECOND COLONIAL Schedule, SECOND COLONIAL has filed or caused to be filed timely all material U.S. federal, state, local, and foreign tax returns required to be filed by each of its and any member of its consolidated, combined, unitary, or similar group (each such member a “Tax Affiliate”). The Internal Revenue Service, Revenue Canada or comparable state or provincial agencies have never audited Second Colonial’s federal and state income tax returns to the best of the knowledge of the current officers and directors.

5.9 Compliance With Applicable Law . SECOND COLONIAL and each of its subsidiaries holds all licenses, franchises, permits, variances, exemptions, orders, approvals, and authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of each of SECOND COLONIAL is not being conducted in violation of, any provision of any federal, state, local, or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license, or other governmental authorization or approval applicable to SECOND COLONIAL .

5.10 Absence of Certain Changes or Events . Except as disclosed in the SECOND COLONIAL financial statements, since June 30, 2004, SECOND COLONIAL has not: (a) incurred any liability material to SECOND COLONIAL on a consolidated basis, except in the ordinary course of its business, consistent with past practices; (b) suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of SECOND COLONIAL which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by SECOND COLONIAL to JTT pursuant hereto).

Article VI

CONDUCT OF BUSINESS PENDING THE ASSET ACQUISITION

6.1 Conduct of JTT’s Business Pending the Asset Acquisition . JTT agrees and its Owners agree that, during the period from the date of this Agreement and continuing until the Effective Time:

(a) except as set forth in Schedule 6.1, the respective businesses of JTT shall be conducted only in the ordinary and usual course of business and consistent with past practices;

(b) JTT shall not (i) sell or pledge or agree to sell or pledge any stock owned by it in any of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or (iii) split, combine, or reclassify any shares of its outstanding capital stock or declare, set aside, or pay any dividend or other distribution payable in cash, stock, or property in respect of its capital stock, or directly or indirectly redeem, purchase, or otherwise acquire any shares of its capital stock or other securities or shares of the capital stock or other securities of any of its subsidiaries;

(c) JTT shall not (i) authorize for sale, sell, pledge, dispose of, encumber, deliver, or agree or commit to issue, sell, pledge, or deliver any additional ownership rights, or rights of any kind to acquire any shares of, its ownership or any Voting Debt (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise); (ii) acquire, dispose of, transfer, lease, license, mortgage, pledge, or encumber any fixed or other substantial assets other than in the ordinary course of business and consistent with past practices; (iii) incur, assume, or prepay any material indebtedness, liability, or obligation or any other material liabilities or issue any debt securities other than in the ordinary course of business and consistent with past practices; (iv) assume, guarantee, endorse, or otherwise become liable or responsible (whether directly, contingently, or otherwise) for the obligations any other person (other than a subsidiary) in a material amount other than in the ordinary course of business and consistent with past practices; (v) make any material loans, advances, or capital contributions to, or investments in, any other person, other than to subsidiaries, other than in the ordinary course of business and consistent with past practices; (vi) fail to maintain adequate insurance consistent with past practices for their businesses and properties; or (vii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing;

(d) JTT shall preserve intact the properties and licenses of JTT which have been assigned to it by Jansen Taylor Technologies, Inc., JTT Homeland Integrated Security Systems, Scenic Media LLC, James T. Bullock and or Frank M. Moody ; provided , however , that no breach of this covenant shall be deemed to have occurred if a failure to comply with this Section 6.1(d) occurs as a result of any matter arising out of the transactions contemplated by this Agreement;

(e) JTT shall not knowingly take or allow to be taken or fail to take any action which act or omission would jeopardize qualification of the Transaction as a “reorganization” within the meaning of Section 368(a) of the Code; and

(f) JTT shall use all reasonable efforts to prevent any representation or warranty of JTT herein from becoming untrue or incorrect in any material respect.

6.2 Conduct of SECOND COLONIAL Business Pending the Asset acquisition . SECOND COLONIAL agrees on its own behalf and on behalf of its subsidiaries that, during the period from the date of this Agreement and continuing until the Effective Time:

(a) Except as set forth in Schedule 6.2, the respective businesses of SECOND COLONIAL shall be conducted only in the ordinary and usual course of business and consistent with past practices except as may be required to restructure for purposes of this asset;

(b) SECOND COLONIAL shall not (i) sell or pledge or agree to sell or pledge any stock owned by it in any of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or (iii) split, combine, or reclassify any shares of its outstanding capital stock or declare, set aside, or pay any dividend or other distribution payable in cash, stock, or property in respect of its capital stock, or directly or indirectly redeem, purchase, or otherwise acquire any shares of its capital stock or other securities or shares of the capital stock or other securities of any of its subsidiaries;

(c) SECOND COLONIAL shall not (i) authorize for issuance, issue, sell, pledge, dispose of, encumber, deliver, or agree or commit to issue, sell, pledge, or deliver any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class or exchangeable into shares of stock of any class or any Voting Debt (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise), except that SECOND COLONIAL may issue Shares required to be issued upon exercise of existing stock options, warrants, or similar plans, or under other contractual commitments previously made, which options, warrants, plans, or commitments have been disclosed in writing to SECOND COLONIAL in the SECOND COLONIAL Schedule; (ii) acquire, dispose of, transfer, lease, license, mortgage, pledge, or encumber any fixed or other substantial assets other than in the ordinary course of business and consistent with past practices; (iii) incur, assume, or prepay any material indebtedness, liability, or obligation or any other material liabilities or issue any debt securities other than in the ordinary course of business and consistent with past practices; (iv) assume, guarantee, endorse, or otherwise become liable or responsible (whether directly, contingently, or otherwise) for the obligations any other person (other than a subsidiary) in a material amount other than in the ordinary course of business and consistent with past practices; (v) make any material loans, advances, or capital contributions to, or investments in, any other person, other than to subsidiaries, other than in the ordinary course of business and consistent with past practices; (vi) fail to maintain adequate insurance consistent with past practices for their businesses and properties; or (vii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing;

(d) SECOND COLONIAL shall preserve intact the business organization of SECOND COLONIAL , to keep available the services of its and their present officers and key employees, and to preserve the goodwill of those having business relationships with it and their respective subsidiaries; provided , however , that no breach of this covenant shall be deemed to have occurred if a failure to comply with this Section 6.2(d) occurs as a result of any matter arising out of the transactions contemplated by this Agreement;

(e) SECOND COLONIAL shall not knowingly take or allow to be taken or fail to take any action which act or omission would jeopardize qualification of the Transaction as a “reorganization” within the meaning of Section 368(a) of the Code; and

(f) SECOND COLONIAL shall use all reasonable efforts to prevent any representation or warranty of SECOND COLONIAL herein from becoming untrue or incorrect in any material respect.

6.3 Current Information . From the date of this Agreement to the Effective Time, JTT shall cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of SECOND COLONIAL and each shall report the general status of their ongoing operations and to deliver to the SECOND COLONIAL or JTT as the case may be, monthly un-audited consolidated balance sheets and related consolidated statements of income for the period since the last such report.

6.4 Legal Conditions to Asset acquisition . Each of SECOND COLONIAL and JTT shall, use all reasonable efforts (a) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its subsidiaries with respect to the Transaction and to consummate the transactions contemplated by this Agreement, subject to the appropriate vote or consent of shareholders, and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any governmental entity and/or any other public or private third party which is required to be obtained or made by such party in connection with the Transaction and the transactions contemplated by this Agreement. Each of SECOND COLONIAL and JTT shall promptly cooperate with and furnish information to the other in connection with any requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing.

6.5 Advice of Changes; Government Filings . Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event having, or which, insofar as can reasonably be foreseen, could have, a Material Adverse Effect on such party or which would cause or constitute a material breach of any of the representations, warranties, or covenants of such party contained herein. SECOND COLONIAL shall file all reports required by regulation to be filed by it with any regulatory body between the date of this Agreement and the Effective Time and shall deliver to the other party copies of all such reports promptly after the same are filed.

Article VII

ADDITIONAL AGREEMENTS

7.1 Access and Information .

(a) JTT and SECOND COLONIAL shall afford to the other party and its financial advisors, legal counsel, accountants, consultants, and other representatives access during normal business hours throughout the period from the date hereof to thirty days subsequent to the date hereof to all of its books, records, properties, facilities, personnel commitments, and records (including but not limited to Tax Returns) and, during such period, each shall furnish promptly all information concerning its business, properties, and personnel as such other party may reasonably request in order for such other party to fully investigate the business and affairs of JTT or SECOND COLONIAL, as applicable prior to the Effective Time (the “Inspection”).

(b) All information furnished by a party pursuant hereto shall be treated as the sole property of the furnishing party until consummation of the Transaction contemplated hereby.

7.2 Public Announcements . So long as this Agreement is in effect, each Company agrees that it shall obtain the approval of the other party prior to issuing any press release and shall use its best efforts to consult with the others before otherwise making any public statement or responding to any press inquiry with respect to this Agreement or the transactions contemplated hereby, except as may be required by law or any governmental agency if required by such agency or the rules of the NASDAQ Stock Market.

7.3 Expenses . Subject to Section 9.2 hereof, whether or not the Transaction is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, except that SECOND COLONIAL shall be responsible for any and all expenses incurred regarding the re-domiciling as contemplated herein and as set forth in Section 8.3(f) below herein.

7.4 Additional Agreements .

(a) Subject to the terms and conditions herein provided, including without limitation those set forth in the proviso to Section 6.4 hereof, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable efforts to obtain all necessary waivers, consents, and approvals, and to effect all necessary registrations and filings. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Companies shall take all such necessary action.

(b) Subject to the terms and conditions herein provided, including without limitation those set forth in the proviso to Section 6.4 hereof, each Company shall cooperate with the others and use all reasonable efforts to prepare all necessary documentation to effect promptly all necessary filings and to obtain all necessary permits, consents, approvals, orders, and authorizations of or any exemptions by, all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement.

(c) At the Effective Time, all members of the SECOND COLONIAL Board of Directors shall resign. Prior to the resignations of the members of the SECOND COLONIAL Board of Directors, the Board of Directors shall nominate the individuals (“New Board of Directors”) listed on Schedule 7.4 to serve on the SECOND COLONIAL Board of Directors in accordance with SECOND COLONIAL’S Articles of Incorporation and Bylaws.

7.5 Survival of Representations and Warranties . The respective representations and warranties of SECOND COLONIAL and JTT and its Owners contained in this Agreement shall survive the Closing Date for a period of two years (the “Survival Period”), at the end of which Survival Period no claim may be made with respect to any such representation or warranty unless such claim shall have been asserted in writing to the Indemnifying Party during such period.

7.6 Issuance of Securities . For the period commencing as of the date hereof and ending as of the Effective Time, SECOND COLONIAL agrees that it shall not issue any shares of common stock, other than as may be required to effect the terms and conditions of this Agreement.

7.7	SECOND COLONIAL Agreements.

Prior to the Effective Time, SECOND COLONIAL shall have obtained shareholder consent approving the following:

(a) . Approval of the JTT Asset Acquisition.

(b). Approval of a re-domicile of Second Colonial to the State of Florida, a name change to Homeland Integrated Security Systems, Inc, and a 66.113 for forward stock split of the common no par value shares of the Company.

Article VIII

CONDITIONS TO CONSUMMATION OF THE ASSET ACQUISITION

8.1 Conditions to the Companies’ Obligation to Effect the Asset acquisition The respective obligations of all Companies to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any one of which may be waived by a writing signed by SECOND COLONIAL and JTT:

(a) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the unanimous vote of the owners of JTT in accordance with applicable law or by a written consent of all of the owners of JTT (the “Required Owners Consent”).

(b) No preliminary or permanent injunction or other order by any federal, state, or foreign court of competent jurisdiction which prohibits the consummation of any Transaction shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated, or enforced by any court or governmental authority which prohibits or restricts the consummation of the Asset acquisition. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental entity (all of the foregoing, “Consents”) which are necessary for the consummation of the Transaction, other than Consents the failure to obtain which would have no material adverse effect on the consummation of the Transaction, taken as a whole, shall have been filed, occurred, or been obtained (all such permits, approvals, filings, and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect.

(c) There shall not be any action taken, or any statute, rule, regulation, or order enacted, entered, enforced, or deemed applicable to any Asset acquisition, by any federal or state governmental entity which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon any Surviving Corporation or its subsidiaries (or, in the ease of any disposition of assets required in connection with such Requisite Regulatory Approval, upon any Company or its subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Asset acquisition.

(d) Each Company and its owners shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of each Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and each Company shall have received a certificate of the Chairman of the Board, the President, or an Executive Vice President of the other Company as to the satisfaction of this condition.

(e) Each Company and its owners shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby, under any loan or credit agreement, note, mortgage, indenture, lease, license, or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect on the Surviving Corporation taken as a whole or upon the consummation of the transactions contemplated hereby.

8.2 Conditions to Obligations of SECOND COLONIAL The obligations of SECOND COLONIAL to carry out the transactions contemplated by this Agreement are subject, at the option of SECOND COLONIAL, to the satisfaction, or waiver by SECOND COLONIAL , of the following conditions:

(a) No proceeding which JTT shall be a debtor, defendant, or party seeking an order for its own relief or reorganization shall have been brought or be pending by or against such person under any United States or state bankruptcy or insolvency law.

(b) JTT shall have delivered a certificate of an officer and the owners of JTT that it and they shall have performed in all material respects its and their obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of JTT contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement.

(c) JTT shall have delivered its bill of sale to JTT INTEGRATED HOMELAND SECURITY SYSTEMS, INC. AND SECOND COLONIAL in such form and format as required by Florida law and satisfactory to counsel for SECOND COLONIAL .

SECOND COLONIAL shall have received evidence, satisfactory to it that transactions contemplated by this Agreement, can be consummated in accordance with an exemption from applicable state and federal securities laws.

8.3 Conditions to Obligations of JTT . The obligations of JTT to carry out the transactions contemplated by this Agreement are subject, at the option of JTT, to the satisfaction, or waiver by JTT, of the following conditions:

(a) No proceeding which SECOND COLONIAL shall be a debtor, defendant, or party seeking an order for its own relief or reorganization shall have been brought or be pending by or against such person under any United States or state bankruptcy or insolvency law.

(b) SECOND COLONIAL shall deliver the resignations of the members of the SECOND COLONIAL Board of Directors, in a form satisfactory to JTT.

(d) SECOND COLONIAL shall have delivered a certificate of an officer of SECOND COLONIAL that (i) it shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and (ii) the representations and warranties of SECOND COLONIAL contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement.

(e) JTT shall have received evidence, satisfactory to it that transactions contemplated by this Agreement, can be consummated in accordance with an exemption from applicable state and federal securities laws.

(f) SECOND COLONIAL shares shall continue to be approved to trade on the Grey Sheet Quotation System. SECOND COLONIAL shall assume responsibility for any and all costs associated with re-domiciling as agreed upon herein above, including but not limited to state or federal filing fees, registered agent fees and CUSIP fees but not fees associated with the issuance of new shares and the printing of new share certificates.

(g) Should re-domiciling JTT to the state of Florida as contemplated herein require contracting with a transfer agency based in the United States, SECOND COLONIAL agrees to pay the costs of transferring shareholder files from the present transfer agent but not the set-up costs, which shall be borne by JTT and/or assigns.

Article IX

TERMINATION, AMENDMENT AND WAIVER

9.1 Termination . This Agreement may be terminated and the Transaction contemplated hereby abandoned at any time prior to the Effective Time, whether before or after approval by the shareholders of JTT:

(a) By mutual written consent of all of the Companies.

(b) By either SECOND COLONIAL or JTT if the Transaction shall not have been consummated on or before September 30, 2004, through no fault of the terminating party.

(c) By SECOND COLONIAL or JTT if there shall have been any material breach of a material obligation of the other hereunder and, if such breach is curable, such default shall have not been remedied within 10 days after receipt by the other Company, as the case may be, of notice in writing from such Company specifying such breach and requesting that it be remedied; provided, that such 10-day period shall be extended for so long as the other Company shall be making diligent attempts to cure such default.

(d) By either SECOND COLONIAL or JTT if any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree, or ruling or taken any other action restraining, enjoining, or otherwise prohibiting the Transaction and such order, decree, ruling, or any other action shall have become final and non-appealable.

9.2 Effect of Termination . In the event of termination of this Agreement as provided above, this Agreement shall forthwith become of no further effect and, except for a termination resulting from a breach by a party to this Agreement, there shall be no liability or obligation on the part of any Company or their respective officers or directors (except as set forth in Section 7.1 hereof which shall survive the termination). Nothing contained in this Section 9.2 shall relieve any party from liability for willful breach of this Agreement that results in termination of this Agreement. Upon request therefore, each party shall redeliver all documents, work papers, and other material of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing same.

9.3 Amendment . This Agreement may be amended by action taken at any time before or after approval hereof by the shareholders of JTT, but, after any such approval, no amendment shall be made which alters the Exchange Ratio or which in any way materially adversely affects the rights of such shareholders, without the further approval of such shareholders. This Agreement may not be amended, except by an instrument in writing signed by each of the parties hereto.

9.4 Waiver At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Such extensions or waivers shall be in writing, executed by each of SECOND COLONIAL and JTT. Such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Article X

GENERAL PROVISIONS

10.1 Brokers . Each Company represents and warrants to the others that no broker, finder, or financial advisor is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transaction or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any party hereto, except as reflected in the JTT Schedule or the SECOND COLONIAL Schedule.

10.2 Notices . All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by telex or telecopy or mailed by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address as shall be submitted in writing):

JTT Integrated Homeland Security

James T. Bullock

Second Colonial Mining and Engineering, Inc.

Mr. Sandy Winick

10.3 Descriptive Headings . The headings contained in this Agreement are for reference Purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.4 Entire Agreement: Assignment . This Agreement (including the Exhibits, Schedules, and other documents and instruments referred to herein) (a) constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them, with respect to the subject matter hereof; and (b) shall not be assigned by operation of law or otherwise.

10.5 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the provisions thereof relating to conflicts of law.

10.6 Parties in Interest . Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefit, or remedies of any nature whatsoever or by reason of this Agreement.

10.7 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.[include a facsimiles provision]

10.8 Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

10.9 Jurisdiction and Venue . Each Party hereto hereby agrees that any proceeding relating to this Agreement and the Transaction shall be brought in the United States District Court in Florida. Each party hereto hereby consents to personal jurisdiction in any such action brought in such court, consents to service of process by registered mail made upon such party and such party’s agent and waives any objection to venue in any such court or to any claim that such court is an inconvenient form.

10.10 Investigation . The respective representations and warranties of each Company contained herein or in the certificates or other documents delivered prior to the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto.

10.11 Consents . For purposes of any provision of this Agreement requiring, permitting, or providing for the consent of any or Company, the written consent of the Chief Executive Officer or President of a Company shall be sufficient to constitute such consent.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Company has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date first above written.

SECOND COLONIAL MINING AND ENGINEERING, INC.

By:_____________ _________

Name: Sandy Winick

Title: Chief Executive Officer

JTT HOMELAND INTEGRATED SECURITY SYSTEMS

By: ______________________

Name: James T. Bullock

JTT HOMELAND INTEGRATED SECURITY SYSTEMS OWNERS

______________________________

James T. Bullock

______________________________

Peggy A. Bullock

______________________________

Frank M. Moody

______________________________

Jana Moody

Exhibit “A”

Description of Property and Assets of JTT

Exhibit 10.2

SHARE ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (If Agreement") is made as of 12/16, 2004, by Homeland Integrated Security Systems, Inc. ("HISS"), a Florida corporation (the "Purchaser" or "HISS"), and BBI Computer Solutions, Inc. a North Carolina corporation (the "Company"), with respect to the following:

RECITALS

WHEREAS, the Purchaser wishes to acquire all of the issued and outstanding shares of the Company and the Company wishes to sell all of its issued and outstanding shares to the Purchaser on the terms and conditions set forth herein.

NOW. THEREFORE, in consideration of the premises herein contained, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

TERMS

1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the time of the closing referred to in Section 2 hereof (hereinafter called the "Closing Date"), the Purchaser shall purchase Company and the Company shareholders shall sell to the Purchaser all of the outstanding shares the Company for the consideration set forth in Section 2 thereof.

2. PURCHASE CONSIDERATION.

(a). Purchaser shall issue to Company's principals. Two Hundred Million (200,000,000) restricted shares of common capital stock.

(b). Company shall be acquired on a share exchange designed to be a tax free exchange under the rules and regulations of the Internal Revenue Service.

(c). Company shall, upon conclusion of the purchase, become a wholly owned subsidiary of Homeland Integrated Security Systems, Inc.

(d) Two designees of Company shall be elected to the Board of Directors of HISS.

(e) HISS shall agree to indemnify and hold the Selling shareholders harmless from any and all liabilities existing on the balance sheet of Company at the time of the purchase, not to exceed one million dollars.

3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.

The Company represents, warrants and covenants to the Purchaser, all of which representation and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years thereafter, that:

(a). The Company is duly organized. validly existing and in good standing under the laws of North Carolina.

(b). The Company's principal activities consist of the development, sale and integration of telephony devices, systems, and projects, including commercial and consumer applications.

(c). The financial information, consisting of un-audited financial statements of the Company for the year ended December 31, 2003 and for the period from January 1 to October 30, 2004, attached hereto as Exhibits 1 and 2 prepared by the Company, constitute true and correct statements of all material facts, as of such date, of the financial condition of the Company and of its assets, liabilities and income, and from such date and until the Closing Date, no dividends or distributions of capital, surplus, or profits has been paid or declared by the Company (in redemption of its outstanding shares or otherwise), other than those disclosed in writing to the Purchaser. There are no contingent liabilities not reflected in the audited financial statements. The un-audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States.

(d). Since October 30, 2004, the Company has not experienced any material adverse changes with respect to their business condition (financial or otherwise), results of operations, assets, contracts, liabilities or property.

(e). The Company has complied, in all material respects, with the terms and provisions of all agreements to which they are a party and all laws, rules, regulations and orders to which they or their assets are subject except as disclosed on Ex. 3(e) attached hereto.

(f). The Company has not violated any law, rule, regulation or order, and is not involved in any pending or threatened litigation, which would materially adversely affect its financial condition as shown in its financial information referenced in Section 3(c). above, which have not been provided for or referred to in such financial information or otherwise disclosed to the Purchaser except as disclosed on Ex. 3(f) hereto.

(g). The Company has all of the necessary corporate power and authority to execute. deliver and perform this Agreement.

(h). The execution, delivery and performance of this Agreement have been duly authorized by the Company. This Agreement constitutes a valid binding obligation of the Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Company of this Agreement and the consummation of the other transactions contemplated by this Agreement to be performed by the Company do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not a1ready obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock, if any, or assets of the Company.

(i). Neither the execution or delivery of this Agreement, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of the Company or any indenture. agreement or other instrument to which the Company is a party, or which the Company is bound or by which any of its property is bound.

(j). The Company shall not. from the date hereof through the Closing Date, engage in any transaction other than transactions in the normal course of the operation of its business, except as specifically authorized by the Purchaser in writing.

5. REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents, warrants and covenants to the Company, all of which representations and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that:

(a). It is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power to own its properties and carry on its business as now being conducted. Purchaser has I Billion Shares authorized of which 700 million are issued and outstanding. Purchaser has no preferred shares authorized, issued or outstanding.

(b). The Purchaser has all of the necessary corporate power and authority to execute, deliver and perform this Agreement and to issue and. deliver the HISS Common Stock and any other shares of the Purchaser's common stock required to be delivered hereunder.

(c). The execution, delivery and performance of this Agreement have been duly authorized by HISS. This Agreement constitutes a valid binding obligation of HISS enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Purchaser of this Agreement to the consummation of the Exchange, the issuance and delivery of HISS's Common Stock to the Company, and the consummation of the other transactions contemplated by this Agreement to be performed by the Purchaser do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of HISS.

(d). The Purchaser has complied, in all material respects, with the term and provisions of all agreements to which it is a party and all laws, rules, regulations and orders or to which it or its assets are subject.

(e). Neither the execution or delivery of this Agreement, nor the issuance of HISS' Common Stock or other shares to be issued hereunder, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of HISS or any indenture, agreement or other instrument to which HISS is a party, or which the Purchaser is bound or by which any of its property is bound.

(f). The Purchaser and its subsidiaries. if any. will comply with applicable foreign, federal and state laws, rules and regulations in all material respects, including, without limitation, the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange ct") and the Securities Act with respect to its acquisition of the shares of BBI Computer Solutions, Inc..

(g). The Purchaser has had access to and has thoroughly reviewed all documents and instruments, including but not limited to the Articles of Incorporation, By-Laws, Minutes and other documents associated with the Company, and have been able to obtain such information, and has had the opportunity to ask all questions of, and receive answers from t e Company which it deems necessary or relevant to an investment in e Company Stock and has utilized such opportunity to the extent deemed necessary by the Purchaser to allow it to make a fully informed decision to purchase the Company as described herein.

6. CLOSING DATE. The Closing Date shall take place on December 31, 2004, or at such other time and place as the parties hereto shall mutually agree. Otherwise, this Agreement shall terminate on January 15,2005.

7. ACTIONS AT CLOSING. At closing, the Purchaser and e Company will each deliver, or cause to be delivered to the other, the securities or other relevant documents to be exchanged in accordance with Section 1 and 2 of this Agreement. Each party shall pay any and all taxes required to ,be paid in connection with the issuance and delivery of its own securities' All share certificates shall be in the name of the party to which the same are deliverable except the HISS's shares, which will be accompanied by an instrument of transfer executed in favor of all of the selling shareholders of the Company listed and signing below.

In addition, the following shall occur at Closing:

(a). The Company will deliver to the Purchaser:

(1) all registration certificates, statutory books, minute books and common seal of the Company, all accounts books and all documents and papers in connection with the affairs of the Comp y and all documents of title relating to the Company's assets (monies already in the possession of the Purchaser) as are reasonably required by the Purchaser.

8. CONFIDENTIAL INFORMATION: DELIVERY

(a). Delivery of Information. Until the earlier of the Closing Date or the termination of this Agreement (such date hereinafter the ("Termination Date"), pursuant to the terms of this Agreement:

(1) The Company has provided and will provide the ,Purchaser and its officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (together "Purchaser Representatives") with full access, upon reasonable prior notice, to all officers, employees and accountants of , e Company and to its assets, properties, contracts, books, records! and all such other information and data concerning the business and : operations of the Company as the Purchaser Representatives reasonably may request in connection with such investigation, but only Ito the extent that such access does not unreasonably interfere with the business and operations of the Company.

(2) The Purchaser will provide the Company and the access, upon reasonable prior notice, to all officers, employees and accountants of the Company and to its assets, properties, contracts, books, records and all such other information and data concerning . the business and operations of the Purchaser as the reasonably may request in connection with such investigation.

9. EQIUTABLE RELIEF. The Purchaser and the Company agree that money damages would not be a sufficient remedy for any breach of y provision set forth herein, and that, in addition to all other remedies which any! arty hereto may have, each party will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. No failure or delay by any party hereto in exercising any right, power or privilege hereunder will 10perate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right. power or privilege hereunder.

10. CONDUCT AND BUSINESS.

(a). Between the date hereof and the Closing Date, the Company shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not permit the Company to; ) enter into any contracts, agreements, arrangements, etc., other than in e ordinary course of business, or (2) declare or make any distribution of y kind to the shareholders, if any, of the Company without first obtaining the written consent. of the Purchaser.

(b). Between the date hereof and the Closing Date, the chaser shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not; (1) enter into y contracts, agreements, arrangements, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of the Purchaser without first obtaining the written consent of the Company.

11. NO PUBLIC DISCLOSURE.

(a). The Company and the Purchaser hereby acknowledge t at they are aware that the Company Representatives who have been applied of this Agreement and the Company's consideration of the transactions contemplated herein have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities s laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, the Purchaser agrees that while it is in possession of material non-public information with respect to the Purchaser and its subsidiaries, if any, the Purchaser will not purchase or sell any securities of the Purchaser, or communicate such information to any third party, in violation of any such laws.

(b). Without the prior written consent of the other, neither the Purchaser or the Company, on the one hand, nor the Purchaser, on the other, will, and will each cause their respective representatives not to, make y release to the press or other public disclosure with respect to either e fact that discussions or negotiations are taking place concerning the transactions contemplated herein, the existence or contents of this Agreement or any prior correspondence relating to this transaction. except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any, disclosure based upon such an opinion. that party will deliver: a copy of' such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

12. AGREEMENT TO INDEMNIFY. Subject to the terms an conditions of this Section, the Purchaser and the Company hereby agrees for a period of two (2) years to indemnify, defend and hold each other harmless from an against all demands, claims, actions or causes of action, assessments, 1088s, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any representation or warranty given by the Purchaser or Company contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the Purchaser or Company or the Purchaser's or Company's Representatives. Subject to the terms and conditions of this Section, the Company and the Purchaser herby agree to indemnify, defend and hold each other harmless from and against 1 demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, co costs and reasonable attorneys' fees (including paralegal and law clerk fees an other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any representation or warranty given by the Company or e Purchaser contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the Purchaser, the Company or e Company Representatives.

All of the foregoing are hereinafter collectively referred to as “Claims” and singularly as a "Claim."

(a). Conditions of Indemnification. The obligations and liabilities of the Purchaser, the Company and the Purchaser, with respect to Claims resulting from the assertion of liability by third parties, shall be subject to the following terms and conditions:

(1) The party hereto seeking indemnification (the "Indemnitee") will give the other party hereto (the "Indemnitor") notice of any such Claim reasonably promptly after the Indemnitee receives notice thereof, and the Indemnitor will undertake the defense .thereof by representatives of its own choosing.

(2) In the event that the Indemnitor, within ten (10) business days after notice of any such Claim, fails to defend such Claim, the·Indemnitee will (upon giving written notice to the Indemnitor) ha e the right, but not the obligation, to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume e defense of such Claim at any time prior to settlement compromise or final determination thereof.

(3) Anything in this Section to the contrary notwithstanding is a reasonable probability that a Claim may materially affect the Indemnitee other than as a result of money damages or other money payments, the Indemnitee shall have the right to defend. compromise or settle such Claim. in good faith on behalf f and for the account and risk of the Indemnitor. however, the Indemnitee shall not, without the Indemnitor's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include an unconditional release from all liability in respect of such Claim, other than liability specified in the settlement. from the claimant or plaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible, the parties shall attempt to obtain general releases from such plaintiff or claimant.

13. COST AND EXPENSES. Each party hereto shall pay its 0 costs an expenses incident to the negotiation and preparation of this Agreement and to the consummation of the transaction contemplated herein,

14. MISCELLANEOUS.

A. Waiver: Strict Construction. No change or modification of this Agreement shall be valid unless the same is in writing d signed b all the parties hereto. No wavier of any provision of this Agreement shall be valid unless in writing and signed by the person against whom sought to be enforced. The failure of any party at an time to insist upon strict performance of any condition, promise, agreement or understanding set forth and shall not be construed as waiver of relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

B. Entire Agreement. This Agreement, together with 1 schedule and exhibits, sets forth all of the promises, agreements conditions understandings, warranties and representations among the parties hereto, and there are no promises, agreements. conditions understandings, warranties or representations, oral or written express or implied, among them other than as set forth herein. This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written.

C. Headings. The headings in this Agreement are inserted for

D. Counterparts. This Agreement may be executed in two or more

E. Construction. Unless the context clearly otherwise requires the use of the singular will include the plural and the use of the plural will include the singular, and the use of any gender will include the genders.

F. Severability. If a covenant or provision provided in this Agreement is deemed to be contrary to law, that covenant or provision will be deemed separable from the remaining covenants and provisions of this Agreement, and will not affect the validity, interpretation, parties’ intent, or effect of the other provisions of either this Agreement or any agreement executed pursuant to it or the application of that covenant or provision to other circumstances not contrary to law.

G. Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any du hereunder falls upon Saturday, Sunday, or any public or legal holiday, whether Florida or federal, the party having the privilege or duty will have until 5:00 p.m. Eastern Standard Time on the next succeeding regular business day to exercise the privilege or discharge the duty. I

H. Interpretation. No provision of this Agreement will be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

I. Governing Law. This Agreement and the obligations of the parties hereunder will be interpreted, construed, and enforced in accordance with the Laws of the State of Florida.

J. Attorneys' Fees. In the event a lawsuit is brought by either party to enforce or interpret the terms hereof, or for any dispute arising out of this transaction, the party prevailing in any such lawsuit shall be entitle to recover from the non-prevailing party its costs and expenses thereof, including its legal fees in reasonable amount and prejudgment and post-judgment interest at the highest rate allowable under Florida law.

K. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other.

L. Notices. All notices, requests, instructions or other documents to be given hereunder shall be in writing and sent by registered mail:

If to the Purchaser, then:

Homeland Integrated Security' Systems, Inc.

Attn.: Frank Moody, President

If to the Company, then:

BBI Computer Solutions, Inc,

Attn: Brian Riley, Chief Executive Officer

M. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their legatees, distributes, estates, executors or administrators, successors and assigns, an personal and legal representatives.

N. Facsimile Counterparts. Facsimile signatures may be relied upon as a signed original signatures.

IN WITNESS WHEREOF, this Agreement has been duly delivered by each party hereto as of the date first above written.

THE PURCHASER:

Homeland Integrated Security Systems, Inc.

By: /s/ Frank Moody

Frank Moody

Its: President, Director and

Chief Executive Officer

THE COMPANY:

BBI Computer Solutions, Inc.

By: /s/ Ian Riley

Its: President, Director and

Chief Executive Officer

by: /s/ Brian Riley

Brian Riley, Selling Shareholder

by: /s/ Ian Riley

Ian Riley, Selling Shareholder

EXHIBIT 1

Un-Audited Financial Statements

Exhibit 10.3

SHARE ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT ("Agreement") is made as of December 15, 2004, by Homeland Integrated Security Systems, Inc. (“HISS”), a Florida corporation (the "Purchaser" or "HISS"), and C 2, Inc.. a North Carolina corporation (the "Company "), with respect to the following:

RECITALS

NOW, THEREFORE, in consideration of the premises herein contained, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows;

TERMS

2. PURCHASE CONSIDERATION.

(a). Purchaser shall issue to Company's principals, Fifty Million (50,000,000) restricted shares of common capital stock.

(b). Company shall be acquired on a share exchange designed to be a tax free exchange under the roles and regulations of the Internal Revenue Service.

(c). Company shall, upon conclusion of the purchase, become a wholly owned subsidiary of Homeland Integrated Security Systems, Inc.

3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.

(a). The Company is duly organized, validly existing and in good standing under the laws of North Carolina.

(b). The Company's principal activities consist of the development, sale and integration of telephony devices, systems, and projects, including commercial and consumer applications.

(c). The financial information, consisting of un-audited financial statements of the Company for the year ended December 31, 2003 and for the period from January 1 to October 30, 2004, attached hereto as Exhibits 1 and 2 prepared by the Company, constitute tree and correct statements of all material facts, as of such date, of the financial condition of the Company and of its assets, liabilities and income, and from such date and until the Closing Date, no dividends or distributions of capital, surplus, or profits has been paid or declared by the Company (in redemption of its outstanding shares or otherwise), other than those disclosed in writing to the Purchaser. There are no contingent liabilities not reflected in the audited financial statements. The un-audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States.

(d). Since October 30,2004, the Company has not experienced any material adverse changes with respect to their business condition (financial or otherwise), results of operations, assets, contracts, liabilities or property.

(f). The Company has not violated any law, rule, regulation or order, and is not involved in any pending or threatened litigation, which would materially adversely affect its financial condition as shown in its financial information referenced in Section 3(c) above, which have not been provided for or referred to in such financial information or otherwise disclosed to the Purchaser except as disclosed on Ex. 3(f) hereto.

(g). The Company has all of the necessary corporate power and authority to execute, deliver and perform this Agreement.

(h). The execution, delivery and performance of this Agreement have been duly authorized by the Company. This Agreement constitutes a valid binding obligation of the Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Company of this Agreement and the consummation of the other transactions contemplated by this Agreement to be performed by the Company do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock, if any, or assets of the Company.

(i). Neither the execution or delivery of this Agreement, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of the Company or any indenture, agreement or other instrument to which the Company is a party, or which the Company is bound or by which any of its property is bound.

(j). The Company shall not, from the date hereof through the Closing Date, engage in any transaction other than transactions in the normal course of the operation of its business, except as specifically authorized by the Purchaser in writing.

(a). It is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power to own its properties and carry on its business as now being conducted. Purchaser has 1 Billion Shares authorized of which 700 million are issued and outstanding. Purchaser has no preferred shares authorized, issued or outstanding.

(b). The Purchaser has all of the necessary corporate power and authority to execute, deliver and perform this Agreement and to issue and deliver the HISS Common Stock and any other shares of the Purchaser's common stock required to be delivered hereunder.

(c).The execution, delivery and performance of this Agreement have been duly authorized by HISS. This Agreement constitutes a valid binding obligation of HISS enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the Exchange, the issuance and delivery of HISS's Common Stock to the Company, and the consummation of the other transactions contemplated by this Agreement to be performed by the Purchaser do not and will not require the authorization, consent, permit or approval of. or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of HISS.

(d). The Purchaser has complied, in all material respects, with the term and provisions of all agreements to which it is a party and all laws, rules.

regulations and orders or to which it or its assets are subject.

(t). The Purchaser and its subsidiaries, if any, will comply with applicable foreign, federal and state laws, rules and regulations in all material respects, including, without limitation, the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act with respect to its acquisition of the shares of BBI Computer Solutions, Inc..

(g). The Purchaser has had access to and has thoroughly reviewed all documents and instruments, including but not limited to the Articles of Incorporation, By-Laws, Minutes and other documents associated with the Company, and have been able to obtain such information, and has had the opportunity to ask all questions of, and receive answers from the Company which it deems necessary or relevant to an investment in the Company Stock and has utilized such opportunity to the extent deemed necessary by the Purchaser to allow it to make a fully informed decision to purchase the Company as described herein.

6. CLOSINO DATE. The Closing Date shall take place on December 15, 2004, or at such other time and place as the parties hereto shall mutually agree. Otherwise, this Agreement shall terminate on January 15, 2005.

7. ACTIONS AT CLOSING. At closing) the Purchaser and the Company will each deliver, or cause to be delivered to the other, the securities or other relevant documents to, be exchanged in accordance with Section 1 and 2 of this Agreement. Each party shall pay any and all taxes required to be paid in connection with the issuance and delivery of its own securities. All share certificates shall be in the name of the party to which the same are deliverable except the HISS' shares, which will be accompanied by an instrument of transfer executed in favor of all of the selling shareholders of the Company listed and signing below.

In addition, the following shall occur at Closing:

(a). The Company will deliver to the Purchaser:

(1) all registration certificates, statutory books, minute books and common seal of the Company, all accounts books and all documents and papers in connection with the affairs of the Company and all documents of title relating to the Company's assets (unless already in the possession of the Purchaser) as are reasonably required by the Purchaser.

8. CONFIDENTIAL INFORMATION: DELIVBRY

(a). Delivery of Information. Until the earlier of the Closing Date or the termination of this Agreement (such date hereinafter the "Termination Date, pursuant to the terms of this Agreement:

(1) The Company has provided and will provide the Purchaser and its officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (together "Purchaser Representatives”) with full access, upon reasonable prior notice. to all officers, employees and accountants of the Company and to its assets, properties. contracts, books. records and. all such other information and data concerning the business and operations of the Company as the Purchaser Representatives reasonably may request in connection with such investigation. but only to the extent that such access does not unreasonably interfere with the business and operations of the Company.

(2) The Purchaser will provide the Company and the Company full access, upon reasonable prior notice, to all officers, employees and accountants of the Company and to its assets, properties, contracts, books, records and all such other information and data concerning the business and operations of the Purchaser as the reasonably may request in connection with such investigation.

9. EQUITABLE RELIEF. The Purchaser and the Company agree that money damages would not be a sufficient remedy for any breach of any provision set forth herein, and that, in addition to all other remedies which any party hereto may have, each party will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. No failure or delay by any party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

10. CONDUCT AND BUSINESS.

(a). Between the date hereof and the Closing Date. the Company shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not permit the Company to; (1) enter into any contracts, agreements, arrangements) etc. ~ other than in the ordinary course of business, or (2) declare or make any distribution of my kind to the shareholders, if any, of the Company without first obtaining the written consent of the Purchaser.

(b). Between the date hereof and the Closing Date, the Purchaser shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not; (1) enter into any contracts, agreements, arrangements, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of the Purchaser without first obtaining the written consent of the Company.

11. NO PUBLIC DISCLOSURE.

(a). The Company and the Purchaser hereby acknowledge that they are aware that the Company Representatives who have been apprised of this Agreement and the Company's consideration of the transactions contemplated herein have been, or upon becoming so apprised will be advised of the restrictions imposed by federal and state securities laws on a person possessing material "non-public” information about a company with a class of securities registered under the Exchange Act. In this regard, the Purchaser agrees that while it is in possession of material non-public information with respect to the Purchaser and its subsidiaries, if any, the Purchaser will not purchase or sell any securities of the Purchaser, or communicate such information to any third party, in violation of any such laws.

(b). Without the prior written consent of the other, neither the Purchaser or the Company, on the one hand, nor the Purchaser, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations are taking place concerning the transactions contemplated herein, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

12. AGREEMENT TO INDEMNIFY. Subject to the terms and conditions of this Section, the Purchaser and the Company hereby agrees for a period of two (2) years to indemnity. defend and hold each other harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorney fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any representation or warranty given by the Purchaser or Company contained in or made pursuant to this Agreement, or (ii) any provision set forth in· this Agreement to be performed by the Purchaser or, Company or the Purchaser's or Company's Representatives. Subject to the terms and conditions of this Section, the Company and the Purchaser hereby agree to indemnify, defend and hold each other harmless from and against all demands, Claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any representation or warranty given by the Company or the Purchaser contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the Purchaser, the Company or the Company Representatives.

All of the foregoing are hereinafter collectively referred to as "Claims" and singularly as a "Claim.”

(2) In the event that the Indemnitor, within ten (10} business days after notice of any such Claim, fails to defend such Claim, the Indemnitee will (upon giving written notice to the Indemnitor) have the right, but not the obligation, to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof.

(3) Anything in this Section to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments§ the Indemnitee shall have the right to defend, compromise or settle such Claim, in good faith, on behalf of and for the account and risk of the Indemnitor. However. the Indemnitee shall not~ without the Indemnitor's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include an unconditional release from all liability in respect of such Claim, other than liability specified in the settlement. from the claimant or plaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible~ the parties shall attempt to obtain general releases from such plaintiff or claimant.

13. COST AND EXPENSES. Each party hereto shall pay its own costs and expenses incident to the negotiation and preparation of this Agreement and to the consummation of the transaction contemplated herein.

14. MISCELLANEOUS.

A. Waiver: Strict Construction. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties hereto. No wavier of any provision of this Agreement shall be valid unless in writing and signed by the person against whom sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth and shall not be construed as a waiver of relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

B. Entire Agreement. This Agreement, together with all schedules and exhibits. sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties hereto, and there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, among them other than as set forth herein. This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written.

C. Headings. The headings in this Agreement are inserted for

D. Counterparts. This Agreement may be executed in two or more

F. Severability. If a covenant or provision provided in this Agreement is deemed to be contrary to law, that covenant or provision will be deemed separable from the remaining covenants and provisions of this Agreement, and will not affect the validity, interpretation, parties' intent, or effect of the other provisions of either this Agreement or any agreement executed pursuant to it or the application of that covenant or provision to other circumstances not contrary to law.

G. Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder falls upon Saturday, Sunday, or any public or legal holiday, whether Florida or federal, the party having the privilege or duty will have until 5:00 p.m. Eastern Standard Time on the next succeeding regular business day to exercise the privilege or discharge the duty.

I. Governing Law. This Agreement and the obligations of the parties hereunder will be interpreted, construed, and enforced ,in accord6J1ce with the Laws of the State of Florida.

J. Attorneys' Fees. In the event a lawsuit is brought by either party to enforce or interpret the terms hereof. or for any dispute arising out of this transaction, the party prevailing in any such lawsuit shall be entitled to recover from the non-prevailing party its costs and expenses thereof, including its legal fees in reasonable amount and prejudgment and post-judgment interest at the highest rate allowable under Florida law.

K. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other.

L. Notices. All notices, requests, instructions or other documents to be given hereunder shall be in writing and sent by registered mail:

If to the Purchaser, then:

Homeland Integrated Security Systems, Inc.

Attn: Frank Moody, President

If to the Company, then:

C 2, Inc.

Attn: Ian Riley, Chief Executive Officer

N. Facsimile Counterparts. Facsimile signatures may be relied upon as a signed original signatures.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each party hereto as of the date first above written.

THE PURCHASER:

Homeland Integrated Sec1irity Systems, Inc.

By: /s/ Frank Moody

Frank Moody

Its: President, Director and

Chief Executive Officer

THE COMPANY:

C 2, Inc.

By: /s/ Ian Riley

Ian Riley

Its: President, Director and

Chief Executive Officer

by: /s/ Brian Riley

Brian Riley, Selling Shareholder

by: /s/ Ian Riley

Ian Riley, Selling Shareholder

EXHIBIT 1

Un-Audited Financial Statements

Exhibit 10.4

EMPLOYMENT AGREEMENT dated September 1, 2005, between Homeland Integrated Security Systems, Inc., a Florida corporation, with a principal place of business at 1 Town Square Boulevard, Asheville, North Carolina 28803 ( “Company”) and Frank Moody, an individual residing at 1623 Olmstead Drive, Asheville, North Carolina 28803 (“Executive”).

R E C I T A L S

Whereas , Executive is the President of the Company and has served the Company continuously during the past year as a principal executive officer;

Whereas , Executive’s leadership and services have constituted a major factor in the successful growth and development of the Company, its subsidiaries and affiliates; and

Whereas , the Company desires to employ and retain the unique experience, ability and services of Executive as a principal executive officer and desires to retain Executive’s services in an advisory and consulting capacity and to prevent any other competitive business from securing his services and utilizing his experience, background and expertise.

Whereas , the terms, conditions and undertakings of this Agreement were submitted to, and duly approved and authorized by the Company’s Board of Directors at a meeting held on September 8, 2005.

NOW THEREFORE in consideration of the mutual promises, terms, conditions and undertakings hereinafter set forth, it is agreed between the parties as follows:

1.	Employment

(a) Executive Employment: The Company employs Executive and Executive accepts employment in a principal executive and managerial capacity until July 31, 2012. After January 1, 2009, either Executive or the Company may, at any time terminate Executive’s Executive Employment subject to the restrictions and conditions hereinafter contained on four (4) months prior written notice to the other party.

(b) Automatic Renewal : This Agreement shall be renewed automatically for succeeding terms of three (3) years each unless either party gives written notice to the other at least ninety (90) days prior to the expiration of any term of Executive’s or Company’s intention not to renew pursuant to Company’s bylaws.

(c) “ Executive Employment” Defined: “Executive Employment” as used herein refers to the entire prior of employment of Executive by Company, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual agreement between the Company and Executive.

(d) Advisory Period: If Executive’s Executive Employment is terminated as provided for in paragraph (a) above and such termination was not with cause, then the Company shall retain him as an advisor and consultant for a period of two years after termination (the “Advisory Period”).

2. Duties and obligations .

(a) Executive shall serve as CEO, President and Chairman of the Board of the Company. In Executive’s capacity as President, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the Company’s Board of Directors, and to the consent of the Board when required by the terms of this contract, and in conformity with the By-laws of the Company.

(b) During the period of Executive’s Executive Employment, Executive shall devote full time to such employment. If elected, he shall serve as a director and/or officer of the Company and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Company Subsidiaries”) and shall perform duties customarily incidental to such offices and all other duties the Board of Directors of the Company and the Company Subsidiaries or affiliates, may, from time to time, assign to Executive. If Executive is presently a member of the Board and/or an officer of the Company and a member of the Board and/or an officer of the Company Subsidiaries and affiliates, then Executive shall perform duties customarily incidental to such offices and all other duties the Board of Directors may, from time to time assign, and have assigned to him.

(c) During the term of employment, Executive shall diligently and conscientiously devote his entire time, attention and effort to the tasks which Company or its owners shall assign to him. The expenditure of time for educational, charitable and professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement and shall not require the prior written consent of the Board of Directors. If the Executive is elected or appointed as a director or committee member, Executive shall serve in such capacity or capacities without further compensation unless agreed to in writing by the parties hereto. Nothing herein shall be construed, however, to require the Executive’s election or appointment as a director or an officer.

(d) The Executive shall exert his best efforts and devote substantially all of his time and attention to the Company's affairs. The Executive shall be in complete charge of the operation of the Company, and shall have full authority and responsibility, subject to the general direction, approval, and control of the Company's Board of Directors, for formulating policies and administering the Company in all respects. Executive’s powers shall include the authority to hire and fire Company personnel and to retain consultants when Executive deems necessary to implement Company policies. Executive shall at all times, discharge his duties in consultation with, and under the supervision of, the Company’s Board of Directors. In the performance of Executive’s duties, Executive shall make his principal office in such place as the Company’s Board of Directors and Executive may, from time to time, agree.

(e) Competitive Activities and Restrictions.

(1) During the term of this contract Executive shall not, directly or indirectly, either as an employee, company, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Company without the prior written consent of the Company, however, this limitation shall not extend to any business dealings and relationships regarding and relating to Scenic Media, LLC.

(2) Executive agrees that during the term of this contract and for a period of two (2) years after termination of this Agreement, Executive shall not directly or indirectly solicit, hire, recruit, or encourage any other employee of Company to leave Company.

(3) Restrictive Covenant. For a period of two (2) years after the termination or expiration of this Agreement, the Executive shall not, within a radius of fifty (50) miles from the present place of the Company's business, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business similar to the type of business conducted by the Company at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Company shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive.

(4) For a period of twenty-four (24) months after this Agreement has been terminated for any reason, regardless of whether the termination is initiated by Company or Executive, or for a period of time equal to the length of Executive's employment with Company if such tenure is less than twenty-four (24) months, Executive will not, directly or indirectly, solicit any person, company, firm, or corporation who is or was a customer of Company during a period of five (5) years prior to the termination of Executive's employment. Executive agrees not to solicit such customers on behalf of himself or any other person, firm, company, or corporation.

(5) The Executive agrees that for a period of six (6) months after the termination of his employment with Company, regardless of whether the termination was initiated by Company or Executive, he will not accept employment with, or act as a consultant, contractor, advisor, or in any other capacity for, a competitor of the Company, or enter into competition with the Company, either by himself or through any entity owned or managed in whole or in part by the Executive, within a fifty (50) mile radius of Company's office(s) in which the Executive worked, however, this limitation shall not extend to any business dealings and relationships regarding and relating to Scenic Media, LLC. The term ''competitor,'' as used herein, means any entity primarily engaged in the business of providing delivery and management services, or primarily engaged in any other business in which Company engages subsequent to the date of this Agreement.

(6) The parties have attempted to limit Executive's right to compete only to the extent necessary to protect Company from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes the covenant is reasonable under the circumstances existing at that time.

(7) Executive further acknowledges that (i) in the event Executive’s employment with Company terminates for any reason, regardless of whether the termination is initiated by Company or Executive, Executive will be able to earn a livelihood without violating the foregoing restrictions; and (ii) Executive’s ability to earn a livelihood without violating such restrictions is a material condition of Executive’s employment with Company.

(f) Uniqueness of Executive’s Services. Executive represents and agrees that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Executive therefore expressly agrees that Company, in addition to any other rights or remedies that Company may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Executive.

(g) Matters Requiring Consent of the Board of Directors : Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following:

(1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars;

(2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars;

(3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;

(4) Sell any single capital asset of Company, other than equity issued for compensation and services, having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars or a total of capital assets during a fiscal year having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars; and

(5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.

3. Vacations and Personal days . Executive shall be entitled to annual vacations, during which time his Salary and compensation shall be paid, in a manner commensurate with his status as a principal executive, which shall be four weeks per year. Executive shall be entitled to five (5) unauthorized absences per year and ten (10) personal days. The personal days must be scheduled in advance and are subject to the requirements of the Company. Any unused Vacation and Personal days can be accrued from year to year.

4. Salary, Compensation, Incentives and Benefits .

(a) During the period of Executive Employment, the Company shall pay to Executive a salary (“Salary”), to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall Executive’s Salary be less than the compensation presently received by Executive. Currently and as of the date of this Agreement, Executive is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. However, at the discretion of the CEO, the CEO can elect to compensate Executive with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. The bonus incentive package will hereafter conform to the provisions of Paragraph 4(b) below. Executive shall be paid every two weeks. In addition, to all other remuneration provided for in this Agreement, if Executive serves at any time as a Director, Executive shall be entitled to receive at the discretion of the Company, Company Subsidiaries or affiliate a Director’s fee for such services. Salary and compensation payments shall be subject to withholding and other applicable taxes. Annual Salary increases are to be based upon a percentage of the increase in annual revenues of the Company as further set forth hereinafter.

(b) Bonus Incentive Package .

(1) Executive will receive incentive compensation equal to two percent (2%) of the Company's ''income from operations,'' defined as the Company's net income before taxes, amortization of intangible assets and interest on long-term debt. Executive's incentive compensation will be calculated annually based on the Company's audited financial statements for the fiscal year, and wi1l be payable in lump sum on July 1 of each year. Such payments will be subject to normal payroll deductions for state and federal withholding and social security taxes. No incentive compensation will be paid to Executive for any year in which the Company's income from operations is less than $25,000.

(2) Profit-Sharing Based on Performance.

(i) For each fiscal year of Company in which the net profits of Company exceed Two Hundred Fifty Thousand ($250,000) Dollars or the net profits of Company for that fiscal year exceed the net profits of Company for the previous fiscal year by Fifteen (15%) percent, whichever is less, Company agrees to pay Executive, within three (3) months after the close of that fiscal year, an annual profit-sharing payment equal to Twelve and one half (12.5%) percent of that excess, provided, however, that the total amount of this payment shall not exceed One Million ($1,000,000) Dollars. For purposes of this subparagraph, the “net profits” shall be the net profits as reflected on either the audited financials or the Company’s tax returns, whichever value for the net profits is less.

(ii) If the employment term is terminated by Company for cause, Executive shall not be entitled to any portion of the annual profit-sharing payment for the fiscal year in which that termination occurs. However, if this contract should expire or be terminated for reasons other than cause, Executive shall be entitled to a percentage of the annual profit-sharing payment equal to the percentage of the fiscal year worked.

(iii) For the purpose of determining the amount of the annual profit sharing bonus, the net profits of Company shall be determined by a certified accountant then employed by Company.

(3) Stock Bonus. Company agrees to transfer to Executive each year during the term of Executive Employment, within one (1) month after the close of each fiscal year during all of which the Executive served as President of the Company, the number of shares of Company's stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Executive, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas:

(i) if the Company is not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or

(ii) if the Company is publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price.

(4) Stock Option.

(i) Company hereby grants Executive an option to purchase Five Hundred Thousand (500,000) shares of Company's common stock at a purchase price of $0.10 per share per year. This option may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Executive shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to this option until Executive has exercised the option and has become the shareholder of record of those shares.

(ii) This option is not assignable.

(iii) This option may only be exercised by Executive during the term of Executive’s employment hereunder. However, in the event that the employment term is terminated by Company for reasons other than for cause, Executive shall retain the right to exercise any unused portion of the option until either the day on which this Agreement would have terminated naturally or two years from the date of termination, whichever is earlier.

(c) Automobile. The Company recognizes the Executive's need for an automobile for business purposes. It, therefore, shall provide the Executive with a monthly car allowance.

(d) Deferred Compensation . If Executive remains in the employ of Company until age Sixty-five (65), or on earlier retirement on mutual written consent of both Executive and Company, Company agrees to pay to Executive additional compensation, commencing with Executive’s first full month of retirement, at the annual rate of Seventy-Five (75%) percent of the annual salary which Executive is receiving at retirement, payable in equal monthly installments on the last day of each month during Executive's entire lifetime.

(e) Salary Continuation During Permanent Disability . If Executive for any reason whatsoever becomes permanently disabled so that Executive is unable to perform the duties prescribed herein, Company agrees to pay Executive One Hundred (100%) percent of Executive's annual salary, payable in the same manner as provided for the payment of salary herein, for the next Five (5) fiscal years or the remainder of the employment term provided for herein whichever is shorter.

(f) Effect of Death . If Executive dies during the term of this Agreement, but prior to any renewal period which has not commenced at least thirty (30) days prior to the date of death, compensation payments shall continue and shall be made payable to Executive’s widow, or, if Executive’s widow predeceases Executive, then to Executive’s estate, in equal monthly installments. The total of these payments shall equal the Compensation and bonuses provided for in Paragraph 4(a) above. Such payments shall commence in the month following the date of Executive’s death.

(g) This Agreement shall not be in lieu of any rights, benefits and privileges to which Executive may be entitled to as an Executive of the Company under any retirement, pension, profit-sharing, insurance, hospital or other plans which may now be in effect or which may hereafter be adopted. Executive shall have the same rights and privileges to participate in such plans and benefits as any other Executive during Executive’s period of Executive Employment.

(h) Company agrees to include Executive in the full coverage of medical, dental, and eye care insurance.

(i) Executive is entitled to receive from Company all fringe benefits in effect for Company’s principal executive officers.

5.	Advisory Compensation .

(a) Payment and services . During the Advisory Period, the Company shall pay to Executive an annual compensation equal to one-half of his Salary during the last twelve month period of Executive’s employment (“Advisory Compensation”), to be paid in equal monthly installments on the fifteenth (15th) day of each month. While receiving such Advisory Compensation, Executive shall to the extent his physical and mental condition permits, be available to consult with and advise the Company’s officers, directors and other representatives. If Executive’s physical or mental condition prevents him from fulfilling his consulting or advisory duties, Executive shall still be entitled to the Advisory Compensation during the entire Advisory Period. The parties agree that this advice and counsel shall not entail full time service and shall be consistent with Executive's retirement status

(b) Location: Executive shall not be required, without his prior written consent, to render advisory services at any place other than the principal place of business of the Company, if Executive moves more than twenty-five (25) miles away from the Company’s principal place of business.

(c) Restriction: During the Advisory Period Executive shall be deemed to be an independent contractor and shall be permitted to engage in any business or perform services for his own account, provided that such business and services shall not be in competition with, or be for a company that is in competition with, the Company or its subsidiaries or affiliates.

6. Expenses .

(a) The Company recognizes that Executive will have to incur certain out of pocket expenses related to his services and the Company’s business and that it will be extremely difficult to account for such expenses. It is understood that Executive’s Salary and compensation is intended to cover all such out-of-pocket expenses, however, Company will provide Executive with an account of Two Thousand Five Hundred ($2,500) Dollars per month to be utilized by Executive, in Executive’s sole discretion, for ordinary business expenses. The Company, however, shall reimburse Executive for any specific expenditure incurred for travel, lodging, entertainment and similar items upon the presentation to Company of an itemized account of such expenditures. Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Company. Notwithstanding the foregoing, during the Advisory Period the Company shall reimburse Executive for all expenses incident to the rendering of advisory and consultant services.

7. Insurance . Company agrees to obtain a Key Man insurance policy on the life of Executive in the face amount of Two Million ($2,000,000) Dollars. Company further agrees to make Fifty (50%) percent of that insurance policy payable to the beneficiary or beneficiaries designated by Executive. Company agrees to pay all premiums on the policy during the term of employment provided herein. Executive agrees to submit to any physical examination that may be required for the purpose of Company's obtaining life insurance on the life of Executive for the benefit of Company; provided, however, that Company shall bear the entire cost of that examination. Upon termination of the Executive’s employment with the Company, Company shall arrange to transfer the costs associated with the Life Insurance policy to the Executive so that said coverage remains in full force and effect, and Company further agrees to execute all documents necessary to effect such transfer and all documents necessary to permit Executive to change the beneficiary designations if to be deemed necessary by Executive.

8. Indemnification . The Company shall indemnify the Executive and hold him harmless for all acts or decisions made by him in good faith while performing services for the Company and Company Subsidiaries and affiliates. The Company shall also use its best efforts to obtain coverage for him under any insurance policy now in force or hereinafter obtained during the term of this Agreement covering the other officers and directors of the Company and Company Subsidiaries and affiliates against lawsuits. The Company shall pay all expenses including attorney's fees, actually and necessarily incurred by the Executive in connection with the defense of such act, suit or proceeding, and in connection with any related appeal, including the cost of court settlements.

9. Incapacity and Termination .

(a) "Cause" for termination shall mean (i) Employee's final conviction of a felony involving a crime of moral turpitude or (ii) acts of Employee which, in the unanimous judgment of the Board, constitute willful fraud on the part of Employee in connection with his duties under this Agreement, including misappropriation or embezzlement in the performance of duties as an employee of the Company, or willfully engaging in conduct materially injurious to the Company and in violation of the covenants contained in this Agreement.

(b) Termination. This Agreement may be terminated by the Company with the express approval of the Board of Directors, without prior notice to Executive on account of Executive’s gross misconduct, a violation of this Agreement, habitual neglect of the Executive to perform his duties under this Agreement, Executive’s acts of dishonesty or other conduct which damages the reputation or standing of the Company, Executive’s unauthorized disclosure of confidential information or trade secrets, dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of Executive’s duties and Executive’s breach of Executive’s duty of loyalty to Company.

(c) Termination upon sale of Company : Notwithstanding anything to the contrary, the Company may terminate this Agreement by giving ten (10) days notice to the Executive if any of the following events occur:

(1) the Company sells substantially all of its assets to a single purchaser or to a group of associated purchasers;

(2) at least two-thirds of the outstanding corporate shares of the Company are sold, exchanged, or otherwise disposed of, in one transaction;

(3) the Company elects to terminate its business or liquidate its assets; or

(4) there is a merger or consolidation of the Company in a transaction in which the Company’s s shareholders receive less than fifty (50%) percent of the outstanding voting shares of the new or continuing corporation.

(d) Effect of Merger, Consolidation, transfer of assets, or Dissolution .

(1) This agreement shall not be terminated by any voluntary or involuntary dissolution of Company resulting from either a merger or consolidation in which Company is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Company.

(2) In the event of any such merger or consolidation or transfer of assets, Company's rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Company's assets.

(e) If the Executive is terminated pursuant to paragraph 9(c) or 9(d) then Executive shall be entitled to a severance package, which shall include, a payment of Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars, payable in six (6) equal monthly installments unless otherwise agreed to in writing, subject to all applicable tax and withholding deductions, and continued inclusion at the Executive’s option in all fringe benefits in which the Executive participates.

(f) Notwithstanding any provision of this agreement, if Company terminates this agreement without cause, it shall pay Executive an amount equal to Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars.

(g) Termination After Change in Control.

(1) If there is a ''change in control'' of the Company and Executive is terminated other than for cause within eighteen (18) months after such change in control, Executive wil1 receive a lump sum cash payment in the amount of Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars within thirty (30) days of his termination. Executive will continue to be covered under all of the Company's health and major medical plans then in effect for a period of one (1) year after any such change in contro1 at the Company's sole expense.

(2) For purposes of this Agreement, the term ''change in control'' is defined to include: (a) a tender offer or exchange offer made and consummated for ownership of Company stock representing fifty (50%) percent or more of the combined voting power of the Company's outstanding securities; (b) the sale or transfer of substantially all of the Company's assets to another corporation which is not a wholly-owned subsidiary of the Company; (c) any transaction relating to the Company which must be described in accordance with item 5(f) of schedule 14A of Regulation 14A of the Securities and Exchange Commission; (d) any merger or consolidation of the Company with another corporation, where less than thirty (30%) percent of the outstanding voting shares of the surviving or resulting corporation are owned in the aggregate by the Company's former stockholders; or (e) any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the composition of the Company's Board of Directors.

(3) The amount paid to Executive pursuant to this Paragraph will be deemed severance pay in consideration of the Executive's past services to the Company and his continued services from the date of this Agreement. Executive will have no duty to mitigate his damages by seeking other employment, nor will Executive's severance pay hereunder be reduced or offset by any such future earnings.

10. Executive’s Stock Holdings in Company

(a) Disposition of Stock during Lifetime. Except to the extent as provided for by Rule 144 of the Securities and Exchange Act, Executive shall not dispose of any of the shares of stock of the Company now or hereafter owned by him except pursuant to the terms of this agreement or with the written consent of either Brian Riley, Ian Riley or Fred Wicks, so long as at the applicable time these individuals are still shareholders (hereinafter “the other Stockholders”). The word "dispose" as herein used shall mean to sell, assign or transfer, with or without consideration, encumber, pledge, hypothecate, or otherwise dispose of a shares of stock in the Company.

(1) If wishing to dispose of his shares, Executive shall first obtain the written consent of the other Stockholders. If no such written consent is given, the Executive shall give written notice to the Company and the other Stockholders pursuant to the terms of paragraph 20 of his intention to make such disposition. Within thirty (30) days after the receipt of such notice, the Company, out of its surplus, shall have the option, but not the obligation, to purchase all of the Executive’s shares of stock. The Company shall exercise its option by giving notice thereof to the Executive and the other Stockholders within said thirty (30) day period. If such option is not exercised by the Company, the other Stockholders shall then have the option within a 30-day period to purchase all of the Executive’s shares. The exercise of this option shall be in writing and mailed pursuant to the terms of paragraph 20 to the Executive and the Company. In either event, whether the Company or the other Stockholders elect to purchase, the notice accepting the offer shall specify the date for the closing of the purchase which shall be not more than thirty (30) days after the receipt by the Executive of such acceptance notice given by the Company or the other Stockholders, as the case may be.

(2) The purchase price shall be the book value, as that term is defined hereinafter, of the shares as at the date of the first notice, which shall be binding on both parties. If such option shall be exercised either in the first instance by the Company, or, alternatively by the other Stockholders, payment for the capital stock shall be paid as follows: ten (10%) percent of the total purchase price of the Executive’s stock paid at closing and the remaining balance in equal monthly self-amortized installments paid over a period of seven (7) years, the first of which shall be paid within thirty (30) days following the closing and the remaining installments at consecutive monthly intervals thereafter, until paid, including, interest at the then prevailing prime interest rate plus three and one half (3 ½) points.

(3) The said installment payments shall be evidenced by a series of eighty-four (84) negotiable, acceleratable, promissory notes made by the Company or the other Stockholders, as the case may be, which notes are to be delivered to the Executive at the time of closing. The notes shall bear interest at the then prevailing prime interest rate plus three and one half (3 ½) points and shall provide that the Company or the other Stockholders, depending upon who is the purchaser, shall have the privilege of prepayment of all or any part of the unpaid purchase price upon Ten (10) days prior written notice without penalty, and that a default in the payment of any note after the expiration of fifteen (15) days grace period shall cause the remaining unpaid notes to become due and payable forthwith.

(4) If the Company shall be the purchaser and thereafter the maker of the promissory notes, the other Stockholders shall unconditionally guarantee payment of said purchase price and said notes to be delivered in connection therewith. The said notes shall bear the unconditional endorsement of the other Stockholders who shall not be discharged from liability as guarantor by reason of the subsequent extension, modification or renewal of said promissory notes, or any of them evidencing such purchase price.

(5) If the offer to sell is neither accepted by the Company nor by the other Stockholders, the Executive may, thereafter, make a bona fide transfer or dispose of their shares of stock to a prospective outside purchaser, in which event said third party shall hold such shares subject to the terms and conditions of this agreement and shall become a signatory thereto.

(i) The Executive, in such case, shall give thirty (30) days prior written notice to the Company and the other Stockholders specifying the name and address of the prospective outside purchaser and the terms of the proposed transaction with said outsider. There shall be annexed to the said notice a copy of the contract, if any, between the Executive and the outsider. The Company shall thereupon, in the first instance, have a further option to consummate the transaction with the Executive at the same price and at the same terms as specified in said notice, or alternatively, if the Company shall be unable or shall refuse to exercise said further option, then the other Stockholders may do so as provided herein.

(ii) If such further option be exercised by the Company or other Stockholders, notice shall be given within a thirty (30) day period to the Executive of the willingness of the Company, in the first instance, or the other Stockholders, in the second instance, to close the transaction on the basis offered by an outsider. In either event, whether the Company or the other Stockholders elect to meet the outsider's terms, the acceptance notice shall specify the date for the closing of the transaction which shall not be more than thirty (30) days after the giving of notice of acceptance of the further option herein conferred.

(iii) If the Company or the other Stockholders, for any reason whatsoever, fail to exercise either the first option provided for under this agreement or the further option, in either of such cases the Executive’s shares of stock shall be freed from the restrictions of this agreement and the said shares of stock may be sold to any outsider upon such terms as the Executive may see fit to offer and an outsider may see fit to accept. In such latter case, the Executive shall likewise give thirty (30) days prior written notice to the Company and the other Stockholders specifying the name and address of the prospective outside purchaser and the full terms of the proposed transaction with said outsider setting forth a copy of the contract with said outsider. If the Executive shall be permitted to, and shall, consummate a sale with an outsider under the provisions of this paragraph of the agreement, in such case, the Executive shall furnish copies of all documents executed with the outsider within five (5) days after their execution and delivery otherwise the transaction with the outsider shall be null and void. If the Executive shall not effect a sale or close the transaction with any outsider, the Executive’s shares shall, nevertheless, continue to be subject to all the restrictions of this agreement.

(b) Purchase of Stock Upon Death

(1) Obligatory Purchase and Sale . Upon the death of the Executive, all of his shares of stock, or the shares of stock to which he or his personal representative shall be entitled, shall be sold and transferred as hereinafter provided: The Company shall purchase from the Executive’s personal representative, and the Executive’s personal representative shall sell to the Company, all of the Executive’s shares of stock at the price per share set forth in paragraph "(2)" hereof.

(2) Purchase Price . The purchase price shall be the book value, as that term is defined herein at paragraph (d) hereof, of the shares as at the date of the Executive’s death, which shall be binding on both parties.

(3) Terms of Payment . The Company shall pay to the personal representative of the Executive the purchase price as hereinabove determined in the following manner:

(i) By payment of the entire available proceeds from any insurance policy maintained as provided for in Paragraph "7" of this agreement within thirty (30) days of receipt thereof by the Company (unless a personal representative has not yet been appointed, in which case payment shall be made within ten (10) days of any subsequent appointment) and the balance, to the extent there is any, in equal monthly installments over a period of three (3) years. The first such installment shall be paid within thirty (30) days following payment of the available proceeds, and the remaining installments at consecutive monthly intervals thereafter, until paid, together with interest at the then prevailing prime rate plus three and one half (3 ½) points, payable with each installment of principal, as hereinbefore provided.

(ii) The said installment payments shall be evidenced by a series of thirty-six (36) negotiable, self-amortized, acceleratable, promissory notes made by the Company, which notes are to be delivered to the personal representative of the Executive at the time of payment of the available proceeds. The notes shall bear interest at the then prevailing prime rate plus three and one half (3 ½) points and shall provide that the Company shall have the privilege of prepayment of all or any part of the purchase price upon Ten (10) days prior written notice, and that a default in the payment of any note after the expiration of fifteen (15) days grace period shall cause the remaining unpaid notes to become due and payable herewith.

(iii) The other Stockholders shall guarantee payment of the purchase price and interest, and any notes to be delivered hereunder shall bear the endorsement of the other Stockholders who shall not be discharged from such liability by reason of the subsequent extension, modification or renewal of such promissory notes or any of them.

(4) Failure of Corporation to Purchase . If the Company , for any reason whatsoever, shall fail or refuse to purchase all of the shares of the Executive, then, and in such case, the obligation to purchase shall be deemed assumed by the other Stockholders for the purpose of assuring the estate of the Executive that his stock shall be purchased. The other Stockholders shall thereupon assume the Company’s obligations to purchase and to make payment for the Executive’s shares of stock as if said other Stockholders had assumed that obligation in the first place.

(c) Life Insurance applied to Payment . Upon the death of the Executive, all the proceeds of the policies insuring his life shall be collected and applied by the Company to the payment of the purchase price of the Executive’s stock. In the event that the purchase price is in excess of the insurance proceeds, the balance of the purchase price shall be paid as appears in Paragraph (b)(3) herein. In the event that the insurance proceeds are equal to or exceed the purchase price, the Company shall turn over to the representative of the Executive the entire proceeds of life insurance in full payment of his stock in the Corporation.

(d) Purchase Price

(1) The purchase price of any stock of the Company sold, purchased or retired pursuant to any provision of this Agreement shall be determined based on the book value of the Company.

(2) The term “book value” as it is used in this Agreement shall mean the book value of the shares of the Company as determined by a certified public accountant then engaged by the Company, using generally accepted accounting principles and appraisals of fair market value of fixed assets or real property owned by the Company. In the event of either a buy-out, or any other repurchase of shares as provided for in this agreement, the fair market value of fixed assets or real property owned by the Company shall be as agreed and determined by the other Stockholders. In the event that the other Stockholders are in disagreement over the fair market value of fixed assets or real property owned by the Company, then each other Stockholder shall have the fixed assets or real property owned by the Company appraised at his sole cost and expense, and the fair market value of fixed assets or real property owned by the Company will be the average of total amount of the other Stockholder appraisals. Should their be a disagreement over the fair market value of fixed assets or real property owned by the Company and should the other Stockholders elect not have an appraisal as set forth above performed, the fair market value of fixed assets or real property owned by the Company shall be determined solely by the appraisal which the other Stockholder had performed.

(3) No allowance of any kind shall be made for good will, trade name or similar intangible asset(s).

(e) Involuntary Assignments

(1) In the event that the Executive shall be divested of title to his shares of capital stock by involuntary sale, assignment or transfer, (as, for example, but without limiting the generality thereof, by sale under levy of attachment or execution, or sale in connection with bankruptcy or other court process) or transfer to a spouse in satisfaction of marital rights in connection with a separation or divorce, the person, firm or corporation acquiring such stock (hereinafter called the “Judicial Assignee"), shall take and hold such shares of capital stock subject to all the restrictions, obligations and disabilities as was the Executive.

(2) Within thirty (30) days after such stock is transferred to the Judicial Assignee on the books of the Company, if such transfer be deemed proper by the Company, the Company may (but shall not be obligated to), by written notice given to the Judicial Assignee, elect to purchase from the Judicial Assignee the stock so acquired by him or her for:

(i) The same amount as the Judicial Assignee shall have paid for such stock, or

(ii) The book value of each share as determined in accordance with this Agreement, whichever amount is smaller, i.e., either the amount paid or book value. If the Company elects to purchase such stock from the Judicial Assignee, the Company may pay for such stock in ten (10) annual installments, the first of which shall be due and payable within thirty (30) days after the Company gives notice to the Judicial Assignee, as aforesaid. The Judicial Assignee, upon the making of the first payment by the Company, shall simultaneously therewith deliver his shares of stock to the Company’s attorney who shall thereupon certify, in writing, that he is holding said stock in escrow pending the full payment of the purchase price. The Judicial Assignee shall have no voice in the management of the Company at any time after the payment of the first installment.

(f) Delivery of Stock

(1) The Executive, Executive’s personal representative, Judicial Assignee, whichever the seller shall be, shall deposit the stock sold in escrow with a person who is mutually acceptable to the Purchaser and Seller. The stock shall be duly endorsed in blank for transfer and shall be accompanied by all other documents necessary for an effective transfer. The escrow agent shall hold such stock endorsed in blank.

(2) Upon proof of payment in full of the note of the Purchaser given to the Seller under this Agreement, the escrow agent shall turn over to the Purchaser all of the shares deposited with him without any notice or further consent from the Seller, duly endorsed for transfer, with the necessary documentary stamps duly affixed and canceled.

(3) The fees and all other expenses of the escrow agent shall be paid one-half by the Purchaser and one-half by the Seller.

(4) The stock held in escrow shall, in no instance, be entitled to be voted, except that if the is not in default in the payment of any installment of principal and interest, such Purchaser shall have the right to vote the stock on deposit with the escrow agent, and the escrow agent and the Seller shall, on demand, execute and deliver an effective proxy or proxies in favor of the Purchaser whenever demand is made upon them for such proxy or proxies by the Purchaser. Upon default in the payment of any installment of principal or interest, the Purchaser shall not be entitled to vote such stock until such default is cured.

(5) In the event of a sale of the majority of the stock of the Executive during his lifetime in one single transaction(s), the Executive shall, upon the purchase of all his stock, be deemed to have resigned as a Director and from any office in the Company held by him at the time and agrees to sign, execute and deliver to the Company any and all instruments, including, but without limiting the generality thereof, resignations and other documents that may be necessary to effectuate the foregoing.

(g) Right of Executive to Sell Shares to the Company upon Disability or Involuntary Termination Without Cause.

(a) Put Option: If Executive at any time from the date of this Agreement shall become Disabled or be terminated without Cause, Executive shall have the right and option (the "Put Option") to sell any or all of the Shares to the Company at a price per Share equal as defined in Section 10(d).

(b) Exercise of Put Option and Closing . Executive may exercise the Put Option by delivering to the Company written notice of exercise within sixty days after the termination of the employment of Executive giving rise to the Put Option as set forth in Section (g) (a) above. Such notice shall specify the number of Shares to be sold. If and to the extent the Put Option is not so exercised within such sixty-day period, the Put option shall automatically expire and terminate effective upon the expiration of such sixty days period. At the time of delivery of notice of the exercise of the Put Option, Executive shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company is obligated to purchase, duly endorsed in blank by Executive or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Within ten (10) days of its receipt of the notice and such Shares, the Company shall deliver to Executive a check in the amount of the Fair Value of a Share multiplied by the number of Shares being sold. The purchase price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Executive to the Company or in cash (by bank or cashier's check) or both.

(c) Right of Company to Delay Payment. If at any time the Company is unable to repurchase Shares pursuant to the provisions of this Section or if it is determined by the Board of Directors of the Company in their good-faith judgment that the payment of the entire purchase price of such Shares pursuant to this Section would be deleterious to the financial position of the Company, the Company may elect to defer payment of all or a portion of such purchase price (but not any amounts then payable by the cancellation of outstanding indebtedness of Executive to the Company). Such deferred portion of the purchase price shall thereafter be payable in five (5) equal annual installments beginning on the date on which such purchase price was to be paid but for the effect of this paragraph (c). The outstanding amount of such installments shall bear interest at a floating rate equal to 5% per annum and such interest shall be payable annually in arrears on each date that an installment of principal is owing. The Company may prepay its obligations under this paragraph (c) in whole or in part at any time, with such prepayments being applied first to interest accrued but unpaid to the date of such prepayment and thereafter to installments of principal in inverse order of their maturity. For so long as any interest or principal remains owing under this paragraph (c), the Company shall not make any distribution or dividend to the holders of its Common Stock.

10. Ownership in Company . All ideas, inventions, trademarks, and other developments or improvement conceived by Executive, alone or with others, during the term of employment, whether or not during working hours, that are within the scope of Company's business operations, or that relate to any Company or Company Subsidiaries work or projects, are the exclusive property of the Company. Executive agrees to assist the Company and Company Subsidiaries, at its expense, to obtain patents on any patentable ideas, inventions, trademarks, and other developments, and agrees to execute all documents necessary to obtain the patents in the name of the Company or Company Subsidiaries.

11. Nondisclosure . Executive shall be dealing with Company's confidential information, inventions, trade secrets, and processes which are Company's sole and exclusive property. Executive agrees that Executive shall neither disclose to anyone, directly or indirectly, without the prior written consent of the Company, Company's confidential information nor will Executive use said confidential information outside the scope of Executive’s employment. All documents that Executive prepares and all confidential information provided to Executive as a result of or related to Executive’s employment shall, at all times, remain the exclusive property of the Company, and will remain in Company's possession on its premises. Under no circumstances, may Executive remove any confidential information or documents from Company's premises.

12. Client Information . The Executive acknowledges that the list of the Company's Clients and Brokers, as the Company may determine from time to time, is a valuable, special, and unique asset of the Company's business. The Executive shall not, during and after the term of his employment, disclose all or any part of the Executive's customer list to any person, firm, corporation, association, or other entity for any reason or purpose. In the event of the Executive's breach or threatened breach of this paragraph, the Company shall be entitled to a preliminary restraining order and an injunction restraining and enjoining the Executive from disclosing all or any part of the Company's Client list and from rendering any services to any person, firm, corporation, association, or other entity to whom all or any part of such list has been, or is threatened to be, disclosed. In addition to or in lieu of the above, the Company may pursue all other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

13. Trade Secrets .

(a) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of Executive’s duties hereunder, Executive shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by Company, actually or potentially used in the operation of Company's business, or obtained from third parties under an agreement of confidentiality, and that such information constitutes Company's ''trade secrets.''

(b) Executive specifically agrees that Executive shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of Executive’s employment.

(c) Executive acknowledges and agrees that the sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Company's trade secrets obtained by Executive during the course of Executive’s employment under this agreement, including information concerning Company's actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Executive promises and agrees not to engage in any unfair competition with Company, either during the term of this Agreement or at any other time thereafter

(d) Executive further agrees that all files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or on-line relating to Company's or Company Subsidiaries’ business, whether prepared by Executive or others, are and shall remain exclusively the property of Company and that they shall be removed from the premises or, if kept on-line, from the computer systems of Company only with the express prior written consent of the Company.

14. Use of Executive’s Name .

(a) Company shall have the right to use the name of Executive as part of the trade name or trademark of Company if it should be deemed advisable to do so. Any trade name or trademark, of which the name of Executive is a part, that is adopted by Company during the employment of Executive may be used thereafter by Company for as long as Company deems advisable.

(b) Executive shall not, either during the term of this Agreement or at any time thereafter, use or permit the use of Executive’s name in the trade name or trademark of any other enterprise if that other enterprise is engaged in a business similar in any respect to that conducted by Company, unless that trade name or trademark clearly indicates that the other enterprise is a separate entity entirely distinct from and not to be confused with Company and unless that trade name or trademark excludes any words or symbols stating or suggesting prior or current affiliation or connection by that other enterprise or its employees with Company.

15. Nontransferability . Neither Executive, Executive’s spouse, nor their estates shall have any right to commute, anticipate, encumber or dispose of any payment under this Agreement. Such payments and accompanying rights are nonassignable and nontransferable, expect as otherwise specifically provided for in this Agreement.

16. Breach of the Agreement . In the event of any claimed breach of this Agreement, the party claimed to have committed the breach will be entitled to written notice of the alleged breach and a period of ten (10) days in which to remedy such breach. Executive acknowledges and agrees that a breach of any of the covenants contained in this Agreement will result in irreparable and continuing harm to the Company for which there will be no adequate remedy at law. The Company will be entitled to preliminary and permanent injunctive relief to restrain Executive from violating the terms and conditions of this Agreement in addition to other available remedies, at law and in equity.

(1) Executive acknowledges that: (i) compliance with Paragraphs 2(e), (f), and (g) is necessary to protect the Company's business and good will; (ii) a breach of those Paragraphs will irreparably and continually damage Company; and (iii) an award of money damages will not be adequate to remedy such harm.

(2) Consequently, Executive agrees that, in the event he breaches or threatens to breach any of these covenants, Company shall be entitled to both: (i) a preliminary or permanent injunction in order to prevent the continuation of such harm; and (ii) money damages, insofar as they can be determined, including, without limitation, all reasonable costs and attorneys' fees incurred by the Company in enforcing the provisions of this Agreement. Nothing in this Agreement, however, shall prohibit Company from also pursuing any other remedy.

(3) If, after the expiration of the two (2) year period referred to in Paragraph 2(e) hereof, Executive becomes affiliated with any business that competes with Company, either as a shareholder, manager, partner, creditor, employee, consultant, agent or independent contractor, or a customer or account of Company becomes a customer or account of the competing business with which Executive is affiliated, this fact shall be presumptive evidence that Executive has breached the terms of this Agreement, and the burden of proving otherwise shall rest upon Executive.

(4) As money damages for the period of time during which Executive violates these covenants, Company shall be entitled to recover the full amount of any fees, compensation, or other remuneration earned by Executive as a result of any such breach.

17. Binding Effect . This Agreement shall inure to the benefit of, and be binding upon, the Company, its successors and assigns, including without limitation, any person, partnership, company or corporation which may acquire substantially all of the Company’s assets or business or with or into which the Company may be liquidated, consolidated or otherwise combined. In addition, this Agreement shall inure to the benefit of, and be binding upon, Executive, Executive’s heirs, distributes and personal representatives.

18. Waiver . The failure of either party to insist in any one or more instances upon performance of any term or condition of this Agreement shall not be construed as a waiver of future performance. The obligations of either party with respect to such term, covenant or condition shall continue in full force and effect.

19. Notice . Any notice given hereunder shall be in writing and delivered or mailed by first class mail and either reputable overnight delivery service or registered certified mail return receipt requested to the parties at the following addresses:

Company: Homeland Integrated Security Systems, Inc.

1 Town Square Boulevard

Suite 347

Asheville, North Carolina

Executive: Frank Moody

1623 Olmstead Drive

Asheville, North Carolina 28803

20. Entire Agreement . This Agreement supersedes all previous agreements between Executive and Company and contains the entire understanding and agreement between the parties with respect to its subject matter. This Agreement cannot be amended, modified or supplemented in any respect except by a subsequent written agreement entered into by both Executive and Company.

21. Headings . Headings in this Agreement are for convenience purposes only and shall not be used to interpret or construe its provisions.

22. Governing Law . This Agreement shall be construed in accordance with and be governed by the laws of the State of Florida.

23. Arbitration . Any dispute or claim arising from or in any way related to this agreement shall be settled by arbitration in Florida at the option of Company. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate a panel of three arbitrators from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

24. Severability . If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

IN WITNESS HEREOF , the parties have executed this Agreement the day and year above written.

Executive Company

________________________ _____________________________

Frank Moody Homeland Integrated Security Systems, Inc.

By: Brian Riley

Corporate Seal

Attest:

________________________

Secretary

Exhibit 10.5

EMPLOYMENT AGREEMENT dated September 1, 2005, between Homeland Integrated Security Systems, Inc., a Florida corporation, with a principal place of business at 1 Town Square Boulevard, Asheville, North Carolina 28803 ( “Company”) and Fred Wicks, an individual residing at 768 Bocce Court, Palm Beach Gardens, FL 33410 (“Executive”).

R E C I T A L S

Whereas , Executive has served the Company continuously during the past year as a principal executive officer;

Whereas , Executive’s leadership and services have constituted a major factor in the successful growth and development of the Company, its subsidiaries and affiliates; and

NOW THEREFORE in consideration of the mutual promises, terms, conditions and undertakings hereinafter set forth, it is agreed between the parties as follows:

1.	Employment

2. Duties and obligations .

(a) Executive shall serve as Chief Operating Officer of the Company. In Executive’s capacity, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the Company’s Board of Directors, and to the consent of the Board when required by the terms of this contract, and in conformity with the By-laws of the Company.

(c) During the term of employment, Executive shall diligently and conscientiously devote his entire time, attention and effort to the tasks which Company or its owners shall assign to him. The expenditure of reasonable amounts of time for educational, charitable and professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement and shall not require the prior written consent of the Board of Directors. If the Executive is elected or appointed as a director or committee member, Executive shall serve in such capacity or capacities without further compensation unless agreed to in writing by the parties hereto. Nothing herein shall be construed, however, to require the Executive’s election or appointment as a director or an officer.

(e) Competitive Activities and Restrictions.

(5) The Executive agrees that for a period of six (6) months after the termination of his employment with Company, regardless of whether the termination was initiated by Company or Executive, he will not accept employment with, or act as a consultant, contractor, advisor, or in any other capacity for, a competitor of the Company, or enter into competition with the Company, either by himself or through any entity owned or managed in whole or in part by the Executive, within a fifty (50) mile radius of Company's office(s) in which the Executive worked, however, this limitation shall not extend to any business dealings and relationships regarding and relating to Wicks Marketing Group, Inc. The term ''competitor,'' as used herein, means any entity primarily engaged in the business of providing delivery and management services, or primarily engaged in any other business in which Company engages subsequent to the date of this Agreement.

(g) Matters Requiring Consent of the Board of Directors : Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following:

(1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars;

(2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars;

(3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;

(5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.

3. Vacations and Personal days . Executive shall be entitled to annual vacations, during which time his Salary and compensation shall be paid, in a manner commensurate with his status as a principal executive, which shall not be less than the annual vacation period to which he is presently entitled. Executive shall be entitled to five (5) unauthorized absences per year and ten (10) personal days. The personal days must be scheduled in advance and are subject to the requirements of the Company. Any unused Vacation and Personal days can be accrued from year to year.

4. Salary, Compensation, Incentives and Benefits .

(a) During the period of Executive Employment, the Company shall pay to Executive a salary (“Salary”), to be fixed by the Board of Directors, from time to time, during that period. In no event, however, shall Executive’s Salary be less than the compensation presently received by Executive. Currently and as of the date of this Agreement, Executive is paid an annual compensation of One Hundred Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a bonus incentive package. Further, Executive will receive a one (1%) percent commission on the net sales of the Company, the net sales of the company is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight out, and any cash discounts. However, at the discretion of the CEO, the CEO can elect to compensate Executive with three times the value of any salary withheld in stock options or can accrue one half of the salary in the form of a note with five (5%) percent annual interest. The bonus incentive package will hereafter conform to the provisions of Paragraph 4(b) below. Executive shall be paid every two weeks. In addition, to all other remuneration provided for in this Agreement, if Executive serves at any time as a Director, Executive shall be entitled to receive at the discretion of the Company, Company Subsidiaries or affiliate a Director’s fee for such services. Salary and compensation payments shall be subject to withholding and other applicable taxes. Annual Salary increases are to be based upon a percentage of the increase in annual revenues of the Company as further set forth hereinafter.

(b) Bonus Incentive Package .

(2) Profit-Sharing Based on Performance.

(iii) For the purpose of determining the amount of the annual profit sharing bonus, the net profits of Company shall be determined by a certified accountant then employed by Company.

(3) Stock Bonus. Company agrees to transfer to Executive each year during the term of Executive Employment, within one (1) month after the close of each fiscal year during all of which the Executive served the Company, the number of shares of Company's stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Executive, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas:

(i) if the Company is not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or

(ii) if the Company is publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price.

(4) Stock Option.

(ii) This option is not assignable.

(c) Deferred Compensation . If Executive remains in the employ of Company until age Sixty-five (65), or on earlier retirement on mutual written consent of both Executive and Company, Company agrees to pay to Executive additional compensation, commencing with Executive’s first full month of retirement, at the annual rate of Seventy-Five (75%) percent of the annual salary which Executive is receiving at retirement, payable in equal monthly installments on the last day of each month during Executive's entire lifetime.

(d) This Agreement shall not be in lieu of any rights, benefits and privileges to which Executive may be entitled to as an Executive of the Company under any retirement, pension, profit-sharing, insurance, hospital or other plans which may now be in effect or which may hereafter be adopted. Executive shall have the same rights and privileges to participate in such plans and benefits as any other Executive during Executive’s period of Executive Employment.

(e) Company agrees to include Executive in the full coverage of medical, dental, and eye care insurance.

(f) Executive is entitled to receive from Company all fringe benefits in effect for Company’s principal executive officers.

5.	Advisory Compensation .

(a) Payment and services . During the Advisory Period, the Company shall pay to Executive an annual compensation equal to one-half of his Salary during the last twelve month period of Executive’s employment (“Advisory Compensation”), to be paid in equal monthly installments on the fifteenth (15th) day of each month. While receiving such Advisory Compensation, Executive shall, at all reasonable times, to the extent his physical and mental condition permits, be available to consult with and advise the Company’s officers, directors and other representatives. If Executive’s physical or mental condition prevents him from fulfilling his consulting or advisory duties, Executive shall still be entitled to the Advisory Compensation during the entire Advisory Period. The parties agree that this advice and counsel shall not entail full time service and shall be consistent with Executive's retirement status

6. Expenses .

(a) The Company recognizes that Executive will have to incur certain out of pocket expenses related to his services and the Company’s business and that it will be extremely difficult to account for such expenses. It is understood that Executive’s Salary and compensation is intended to cover all such out-of-pocket expenses, however, Company will provide Executive with an account of Two Thousand Five Hundred ($2,500) Dollars per month to be utilized by Executive, in Executive’s sole discretion, for reasonable and ordinary business expenses. The Company, however, shall reimburse Executive for any specific expenditure incurred for travel, lodging, entertainment and similar items upon the presentation to Company of an itemized account of such expenditures. Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Company. Notwithstanding the foregoing, during the Advisory Period the Company shall reimburse Executive for all expenses incident to the rendering of advisory and consultant services.

7. Insurance . [Intentionally Omitted]

9. Incapacity and Termination .

(a) Termination. This Agreement may be terminated by the Company with the express approval of the Board of Directors, without prior notice to Executive on account of Executive’s gross misconduct, a violation of this Agreement, habitual neglect of the Executive to perform his duties under this Agreement, Executive’s acts of dishonesty or other conduct which damages the reputation or standing of the Company, Executive’s unauthorized disclosure of confidential information or trade secrets, dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of Executive’s duties and Executive’s breach of Executive’s duty of loyalty to Company.

(b) Termination upon sale of Company : Notwithstanding anything to the contrary, the Company may terminate this Agreement by giving ten (10) days notice to the Executive if any of the following events occur:

(1) the Company sells substantially all of its assets to a single purchaser or to a group of associated purchasers;

(2) at least two-thirds of the outstanding corporate shares of the Company are sold, exchanged, or otherwise disposed of, in one transaction;

(3) the Company elects to terminate its business or liquidate its assets; or

(d) If the Executive is terminated pursuant to paragraph 9(c) or 9(d) then Executive shall be entitled to a severance package, which shall include, a payment of Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars, payable in six (6) equal monthly installments unless otherwise agreed to in writing, subject to all applicable tax and withholding deductions, and continued inclusion at the Executive’s option in all fringe benefits in which the Executive participates.

(e) Notwithstanding any provision of this agreement, if Company terminates this agreement without cause, it shall pay Executive an amount equal to Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars.

(f) Termination After Change in Control.

10. Executive’s Stock Holdings in Company

(a) Disposition of Stock during Lifetime. Except to the extent as provided for by Rule 144 of the Securities and Exchange Act, Executive shall not dispose of any of the shares of stock of the Company now or hereafter owned by him except pursuant to the terms of this agreement or with the written consent of either Ian Riley, Frank Moody or Brian Riley, so long as at the applicable time these individuals are still shareholders (hereinafter “the other Stockholders”). The word "dispose" as herein used shall mean to sell, assign or transfer, with or without consideration, encumber, pledge, hypothecate, or otherwise dispose of a shares of stock in the Company.

(b) Purchase of Stock Upon Death

(3) Terms of Payment . The Company shall pay to the personal representative of the Executive the purchase price as hereinabove determined in the following manner:

(d) Purchase Price

(1) The purchase price of any stock of the Company sold, purchased or retired pursuant to any provision of this Agreement shall be determined based on the book value of the Company.

(3) No allowance of any kind shall be made for good will, trade name or similar intangible asset(s).

(e) Involuntary Assignments

(i) The same amount as the Judicial Assignee shall have paid for such stock, or

(f) Delivery of Stock

(3) The fees and all other expenses of the escrow agent shall be paid one-half by the Purchaser and one-half by the Seller.

(g) Right of Executive to Sell Shares to the Company upon Disability or Involuntary Termination Without Cause.

13. Trade Secrets .

14. Use of Executive’s Name .

Company: Homeland Integrated Security Systems, Inc.

1 Town Square Boulevard

Suite 347

Asheville, North Carolina

Executive: Fred Wicks

768 Bocce Court

Palm Beach Gardens, FL 33410

21. Headings . Headings in this Agreement are for convenience purposes only and shall not be used to interpret or construe its provisions.

22. Governing Law . This Agreement shall be construed in accordance with and be governed by the laws of the State of Florida.

IN WITNESS HEREOF , the parties have executed this Agreement the day and year above written.

Executive Company

________________________ _____________________________

Fred Wicks Homeland Integrated Security Systems, Inc.

By: Frank Moody, President

Corporate Seal

Attest:

________________________

Secretary

Exhibit 10.6

EMPLOYMENT AGREEMENT dated September 1, 2005, between Homeland Integrated Security Systems, Inc., a Florida corporation, with a principal place of business at 1 Town Square Boulevard, Asheville, North Carolina 28803 ( “Company”) and Brian Riley, an individual residing at 1620 Battle Creek Road, Horse Shoe, North Carolina 28742 (“Executive”).

R E C I T A L S

Whereas , Executive has served the Company continuously during the past year as a principal executive officer;

Whereas , Executive’s leadership and services have constituted a major factor in the successful growth and development of the Company, its subsidiaries and affiliates; and

NOW THEREFORE in consideration of the mutual promises, terms, conditions and undertakings hereinafter set forth, it is agreed between the parties as follows:

1.	Employment

2. Duties and obligations .

(a) Executive shall serve as Chief Information Officer of the Company. In Executive’s capacity, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the Company’s Board of Directors, and to the consent of the Board when required by the terms of this contract, and in conformity with the By-laws of the Company.

(e) Competitive Activities and Restrictions.

(5) The Executive agrees that for a period of six (6) months after the termination of his employment with Company, regardless of whether the termination was initiated by Company or Executive, he will not accept employment with, or act as a consultant, contractor, advisor, or in any other capacity for, a competitor of the Company, or enter into competition with the Company, either by himself or through any entity owned or managed in whole or in part by the Executive, within a fifty (50) mile radius of Company's office(s) in which the Executive worked, however, this limitation shall not extend to any business dealings and relationships regarding and relating to Verge, Inc. The term ''competitor,'' as used herein, means any entity primarily engaged in the business of providing delivery and management services, or primarily engaged in any other business in which Company engages subsequent to the date of this Agreement.

(g) Matters Requiring Consent of the Board of Directors : Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following:

(1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars;

(2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars;

(3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;

(5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.

4. Salary, Compensation, Incentives and Benefits .

(b) Bonus Incentive Package .

(2) Profit-Sharing Based on Performance.

(iii) For the purpose of determining the amount of the annual profit sharing bonus, the net profits of Company shall be determined by a certified accountant then employed by Company.

(3) Stock Bonus. Company agrees to transfer to Executive each year during the term of Executive Employment, within one (1) month after the close of each fiscal year during all of which the Executive served as Chief Information Officer of the Company, the number of shares of Company's stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Executive, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas:

(i) if the Company is not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or

(ii) if the Company is publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price.

(4) Stock Option.

(ii) This option is not assignable.

(c) Automobile. The Company recognizes the Executive's need for an automobile for business purposes. It, therefore, shall provide the Executive with a monthly car allowance.

(h) Company agrees to include Executive in the full coverage of medical, dental, and eye care insurance.

(i) Executive is entitled to receive from Company all fringe benefits in effect for Company’s principal executive officers.

5.	Advisory Compensation .

6. Expenses .

7. Insurance . [Intentionally Omitted]

9. Incapacity and Termination .

(1) the Company sells substantially all of its assets to a single purchaser or to a group of associated purchasers;

(2) at least two-thirds of the outstanding corporate shares of the Company are sold, exchanged, or otherwise disposed of, in one transaction;

(3) the Company elects to terminate its business or liquidate its assets; or

(d) Effect of Merger, Consolidation, transfer of assets, or Dissolution .

(g) Termination After Change in Control.

10. Executive’s Stock Holdings in Company

(a) Disposition of Stock during Lifetime. Except to the extent as provided for by Rule 144 of the Securities and Exchange Act, Executive shall not dispose of any of the shares of stock of the Company now or hereafter owned by him except pursuant to the terms of this agreement or with the written consent of either Ian Riley, Frank Moody or Fred Wicks, so long as at the applicable time these individuals are still shareholders (hereinafter “the other Stockholders”). The word "dispose" as herein used shall mean to sell, assign or transfer, with or without consideration, encumber, pledge, hypothecate, or otherwise dispose of a shares of stock in the Company.

(b) Purchase of Stock Upon Death

(3) Terms of Payment . The Company shall pay to the personal representative of the Executive the purchase price as hereinabove determined in the following manner:

(d) Purchase Price

(1) The purchase price of any stock of the Company sold, purchased or retired pursuant to any provision of this Agreement shall be determined based on the book value of the Company.

(3) No allowance of any kind shall be made for good will, trade name or similar intangible asset(s).

(e) Involuntary Assignments

(i) The same amount as the Judicial Assignee shall have paid for such stock, or

(f) Delivery of Stock

(3) The fees and all other expenses of the escrow agent shall be paid one-half by the Purchaser and one-half by the Seller.

(g) Right of Executive to Sell Shares to the Company upon Disability or Involuntary Termination Without Cause.

13. Trade Secrets .

14. Use of Executive’s Name .

Company: Homeland Integrated Security Systems, Inc.

1 Town Square Boulevard

Suite 347

Asheville, North Carolina

Executive: Brian Riley

1620 Battle Creek Road

Horse Shoe, North Carolina 28742

21. Headings . Headings in this Agreement are for convenience purposes only and shall not be used to interpret or construe its provisions.

22. Governing Law . This Agreement shall be construed in accordance with and be governed by the laws of the State of Florida.

IN WITNESS HEREOF , the parties have executed this Agreement the day and year above written.

Executive Company

________________________ _____________________________

Brian Riley Homeland Integrated Security Systems, Inc.

By: Frank Moody, President

Corporate Seal

Attest:

________________________

Secretary

Exhibit 10.7

EMPLOYMENT AGREEMENT dated September 1, 2005, between Homeland Integrated Security Systems, Inc., a Florida corporation, with a principal place of business at 1 Town Square Boulevard, Asheville, North Carolina 28803 ( “Company”) and Ian Riley, an individual residing at 106 Nodding lane, Asheville North Carolina. 28803 (“Executive”).

R E C I T A L S

Whereas , Executive has served the Company continuously during the past year as a principal executive officer;

Whereas , Executive’s leadership and services have constituted a major factor in the successful growth and development of the Company, its subsidiaries and affiliates; and

NOW THEREFORE in consideration of the mutual promises, terms, conditions and undertakings hereinafter set forth, it is agreed between the parties as follows:

1.	Employment

2. Duties and obligations .

(a) Executive shall serve as Chief Technical Officer of the Company. In Executive’s capacity, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the Company’s Board of Directors, and to the consent of the Board when required by the terms of this contract, and in conformity with the By-laws of the Company.

(e) Competitive Activities and Restrictions.

(5) The Executive agrees that for a period of six (6) months after the termination of his employment with Company, regardless of whether the termination was initiated by Company or Executive, he will not accept employment with, or act as a consultant, contractor, advisor, or in any other capacity for, a competitor of the Company, or enter into competition with the Company, either by himself or through any entity owned or managed in whole or in part by the Executive, within a fifty (50) mile radius of Company's office(s) in which the Executive worked, however, this limitation shall not extend to any business dealings and relationships regarding and relating to Verge, Inc. The term ''competitor,'' as used herein, means any entity primarily engaged in the business of providing delivery and management services, or primarily engaged in any other business in which Company engages subsequent to the date of this Agreement.

(g) Matters Requiring Consent of the Board of Directors : Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following:

(1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars;

(2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars;

(3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;

(5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.

4. Salary, Compensation, Incentives and Benefits .

(b) Bonus Incentive Package .

(2) Profit-Sharing Based on Performance.

(iii) For the purpose of determining the amount of the annual profit sharing bonus, the net profits of Company shall be determined by a certified accountant then employed by Company.

(3) Stock Bonus. Company agrees to transfer to Executive each year during the term of Executive Employment, within one (1) month after the close of each fiscal year during all of which the Executive served as Chief Technical Officer of the Company, the number of shares of Company's stock equal in value to One Hundred Thousand ($100,000) Dollars. For the purpose of determining the number of shares to be transferred to Executive, the shares shall be valued, as of the close of each fiscal year, under one of the following formulas:

(i) if the Company is not publicly traded then the value of each share shall be equal to One ($1.00) Dollar; or

(ii) if the Company is publicly traded then the value of each share shall computed at a fifteen (15%) percent discount to market based upon an average of the previous ten (10) day closing bid price.

(4) Stock Option.

(ii) This option is not assignable.

(c) Automobile. The Company recognizes the Executive's need for an automobile for business purposes. It, therefore, shall provide the Executive with a monthly car allowance.

(h) Company agrees to include Executive in the full coverage of medical, dental, and eye care insurance.

(i) Executive is entitled to receive from Company all fringe benefits in effect for Company’s principal executive officers.

5.	Advisory Compensation .

(a) Payment and services . During the Advisory Period, the Company shall pay to Executive an annual compensation equal to one-half of his Salary during the last twelve month period of Executive’s employment (“Advisory Compensation”), to be paid in equal monthly installments on the fifteenth (15th) day of each month. While receiving such Advisory Compensation, Executive shall, at all reasonable times, to the extent his physical and mental condition permits, be available to consult with and advise the Company’s officers, directors and other representatives. If Executive’s physical or mental condition prevents him from fulfilling his consulting or advisory duties, Executive shall still be entitled to the Advisory Compensation during the entire Advisory Period. The parties agree that this advice and counsel shall not entail full time service and shall be consistent with Executive's retirement status

6. Expenses .

9. Incapacity and Termination .

(1) the Company sells substantially all of its assets to a single purchaser or to a group of associated purchasers;

(2) at least two-thirds of the outstanding corporate shares of the Company are sold, exchanged, or otherwise disposed of, in one transaction;

(3) the Company elects to terminate its business or liquidate its assets; or

(d) Effect of Merger, Consolidation, transfer of assets, or Dissolution .

(g) Termination After Change in Control.

10. Executive’s Stock Holdings in Company

(a) Disposition of Stock during Lifetime. Except to the extent as provided for by Rule 144 of the Securities and Exchange Act, Executive shall not dispose of any of the shares of stock of the Company now or hereafter owned by him except pursuant to the terms of this agreement or with the written consent of either Brian Riley, Frank Moody or Fred Wicks, so long as at the applicable time these individuals are still shareholders (hereinafter “the other Stockholders”). The word "dispose" as herein used shall mean to sell, assign or transfer, with or without consideration, encumber, pledge, hypothecate, or otherwise dispose of a shares of stock in the Company.

(b) Purchase of Stock Upon Death

(3) Terms of Payment . The Company shall pay to the personal representative of the Executive the purchase price as hereinabove determined in the following manner:

(d) Purchase Price

(1) The purchase price of any stock of the Company sold, purchased or retired pursuant to any provision of this Agreement shall be determined based on the book value of the Company.

(3) No allowance of any kind shall be made for good will, trade name or similar intangible asset(s).

(e) Involuntary Assignments

(i) The same amount as the Judicial Assignee shall have paid for such stock, or

(f) Delivery of Stock

(3) The fees and all other expenses of the escrow agent shall be paid one-half by the Purchaser and one-half by the Seller.

(g) Right of Executive to Sell Shares to the Company upon Disability or Involuntary Termination Without Cause.

13. Trade Secrets .

14. Use of Executive’s Name .

Company: Homeland Integrated Security Systems, Inc.

1 Town Square Boulevard

Suite 347

Asheville, North Carolina

Executive: Ian Riley

106 Nodding lane

Asheville NC. 28803

21. Headings . Headings in this Agreement are for convenience purposes only and shall not be used to interpret or construe its provisions.

22. Governing Law . This Agreement shall be construed in accordance with and be governed by the laws of the State of Florida.

IN WITNESS HEREOF , the parties have executed this Agreement the day and year above written.

Executive Company

________________________ _____________________________

Ian Riley Homeland Integrated Security Systems, Inc.

By: Frank Moody, President

Corporate Seal

Attest:

________________________

Secretary

Exhibit 10.8

April 26, 2005

PERSONAL AND CONFIDENTIAL

Mr. Frank Moody, President

Homeland Integrated Security Systems, Inc.

One Town Square Boulevard

Asheville, North Carolina 28803

Dear Mr. Moody:

This letter agreement ("Agreement") confirms the terms and conditions of the exclusive engagement of A-Z Consulting, Inc. ("A-Z") by Homeland Integrated Security Systems, Inc. (the "Entity") to render certain professional to the Entity:

1. Services . A-Z agrees to perform the following services:

(a)

(b)

Assist with the preparation of Form SB-2 , including drafting of the registration statement, reviewing of the Company’s corporate documents in preparation for filing the registration statement and answering comments from the Securities and Exchange Commission;

(c)

Assist with EDGARizing the aforementioned document as required by the Securities and Exchange Commission, including any applicable amendments;

(d)

Perform such other services as the Company and A-Z shall mutually agree to in writing.

2. Fees . The Company agrees to pay A-Z for its services a financial advisory fee ("Advisory Fee") of $29,500 and 19,000,000 common shares payable as follows: $14,750 in free-trading common stock due upon signing, $14,750 in free-trading common stock due upon filing of the SB-2 registration statement. The shares will be due upon signing of this agreement and registered in the Form SB-2 registration statement.

3. Term . The term of this Agreement shall commence on April 27, 2005 and end 120 days from this time (the "Term"). This agreement may be terminated by the Entity with 30 days prior written notice to A-Z. If the Entity terminates this Agreement prior to the expiration of the Term, the Entity shall pay to A-Z all reasonable expenses incurred, in accordance with Paragraph 5 hereof. Any obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8 hereof, shall survive the termination or expiration of this Agreement.

4. Expenses . The Entity agrees to reimburse A-Z for all of its reasonable out-of-pocket fees, expenses and costs (including, but not limited to, legal, accounting, travel, accommodations, telephone, computer, courier and supplies) in connection with the performance of its services under this Agreement, upon prior written approval . All such fees, expenses and costs will be billed at any time by A-Z and are payable by the Entity when invoiced. Upon expiration of the Agreement any unreimbursed fees and expenses will be immediately due and payable.

5. Indemnification . In addition to the payment of fees and reimbursement of fees and expenses provided for above, the Entity agrees to indemnify A-Z and its affiliates with regard to the matters contemplated herein, as set forth in Exhibit A, attached hereto, which is incorporated by reference as if fully set forth herein.

6. Matters Relating to Engagement . The Entity acknowledges that A-Z has been retained solely to provide the services set forth in this Agreement. In rendering such services, A-Z shall act as an independent contractor, and any duties of A-Z arising out of its engagement hereunder shall be owed solely to the Entity. The Entity further acknowledges that A-Z may perform certain of the services described herein through one or more of its affiliates.

The Entity acknowledges that A-Z is a consulting firm that is engaged in providing financial advisory services. The Entity acknowledges and agrees that in connection with the performance of A-Z's services hereunder (or any other services) that neither A-Z nor any of its employees will be providing the Entity with legal, tax or accounting advice or guidance (and no advice or guidance provided by A-Z or its employees to the Entity should be construed as such) and that neither A-Z nor its employees hold itself or themselves out to be advisors as to legal, tax, accounting or regulatory matters in any jurisdiction. The Entity shall consult with its own legal, tax, accounting and other advisors concerning all matters and advice rendered by A-Z to the Entity and the Entity shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the advice and guidance given by A-Z to the Entity and the transactions contemplated by this Agreement. Neither A-Z nor its employees shall have any responsibility or liability whatsoever to the Entity or its affiliates with respect thereto.

The Entity recognizes and confirms that in performing its duties pursuant to this Agreement, A-Z will be using and relying on data, material, and other information (the "Information") furnished by the Entity, a Strategic Partner or their respective employees and representatives. The Entity will cooperate with A-Z and will furnish A-Z with all Information concerning the Entity and any Transaction, Alternate Transaction or Financing which A-Z deems appropriate and will provide A-Z with access to the Entity's officers, directors, employees, independent accountants and legal counsel for the purpose of performing A-Z's obligations pursuant to this Agreement. The Entity hereby agrees and represents that all Information furnished to A-Z pursuant to this Agreement shall be accurate and complete in all material respects at the time provided, and that, if the Information becomes materially inaccurate, incomplete or misleading during the term of A-Z's engagement hereunder, the Entity shall promptly advise A-Z in writing. Accordingly, A-Z assumes no responsibility for the accuracy and completeness of the Information. In rendering its services, A-Z will be using and relying upon the Information without independent verification evaluation thereof.

7. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of laws provisions thereof.

8. No Brokers . The Entity represents and warrants to A-Z that there are no brokers, representatives or other persons which have an interest in compensation due to A-Z from any services contemplated herein.

9. Authorization . The Entity and A-Z represent and warrant that each has all requisite power and authority, and all necessary authorizations, to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound.

10. Miscellaneous . This Agreement constitutes the entire understanding and agreement between the Entity and A-Z with respect to the subject matter hereof and supersedes all prior understanding or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and insure to the benefit of each party’s successors but may not be assigned without the prior written approval of the other party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. This Agreement may be executed in any number of counterparts, each of which, shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in anyway the meaning or interpretation of this Agreement.

Please confirm that the foregoing correctly sets forth our agreement by signing below in the space provided and returning this Agreement to A-Z for execution, which shall constitute a binding agreement as of the date first above written.

Thank you. We look forward to a mutually rewarding relationship.

A-Z CONSULTING, INC.

By:______________________________

Name: Michael J. Bongiovanni, CPA

Title: Chief Executive Officer

AGREED TO AND ACCEPTED

AS OF APRIL 27, 2005:

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

By:______________________________

Name: Frank Moody

Title: President

EXHIBIT A: INDEMNIFICATION

The Entity agrees to indemnify A-Z, its employees, directors, officers, agents, affiliates, and each person, if any, who controls it within the meaning of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the Securities Act of 1933 (each such person, including A-Z is referred to as "Indemnified Party") from and against any losses, claims, damages and liabilities, joint or several (including all legal or other expenses reasonably incurred by an Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or proceeding, whether or not resulting in any liability) ("Damages"), to which such Indemnified Party, in connection with providing its services or arising out of its engagement hereunder, may become subject under any applicable Federal or state law or otherwise, including but not limited to liability or loss (i) caused by or arising out of an untrue statement or an alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary in order to make a statement not misleading in light of the circumstances under which it was made, (ii) caused by or arising out of any act or failure to act, or (iii) arising out of A-Z's engagement or the rendering by any Indemnified Party of its services under this Agreement; provided, however, that the Entity will not be liable to the Indemnified Party hereunder to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.

These indemnification provisions shall be in addition to any liability which the Entity may otherwise have to any Indemnified Party.

If for any reason, other than a final non-appealable judgment finding an Indemnified Party liable for Damages for its gross negligence or willful misconduct the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Entity shall contribute to the amount paid or payable by an Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the Entity and its shareholders on the one hand and the Indemnified Party on the other, but also the relative fault of the Entity and the Indemnified Party as well as any relevant equitable considerations.

Promptly after receipt by the Indemnified Party of notice of any claim or of the commencement of any action in respect of which indemnity may be sought, the Indemnified Party will notify the Entity in writing of the receipt or commencement thereof and the Entity shall have the right to assume the defense of such claim or action (including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and expenses of such counsel), provided that the Indemnified Party shall have the right to control its defense if, in the opinion of its counsel, the Indemnified Party's defense is unique or separate to it as the case may be, as opposed to a defense pertaining to the Entity. In any event, the Indemnified Party shall have the right to retain counsel reasonably satisfactory to the Entity, at the Entity's sole expense, to represent it in any claim or action in respect of which indemnity may be sought and agrees to cooperate with the Entity and the Entity's counsel in the defense of such claim or action. In the event that the Entity does not promptly assume the defense of a claim or action, the Indemnified Party shall have the right to employ counsel to defend such claim or action. Any obligation pursuant to this Annex shall survive the termination or expiration of the Agreement.

Exhibit 10.9

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “ Agreement ”) is entered into and is effective as of July 27, 2005 by and between Homeland Integrated Security Systems, Inc. , a Florida Corporation, with a principal place of business at 1 Town Square Boulevard, Suite 347, Asheville, North Carolina 28803 (“ Company ”) and Big Apple Consulting USA, Inc., a Delaware Corporation, with principal offices at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 (“ Consultant ”).

R E C I T A L S :

A. Consultant represents various financial websites that individuals can access to learn more about companies they may not otherwise be exposed to.

B. In addition, Consultant maintains an extensive database of brokers representing investors interested in owning stock in companies such as the Company and employs a stock profiler team which regularly communicates with such brokers.

C. Company wishes to promote itself through Consultant’s efforts in the brokerage community in order to gain as much exposure as possible for Company.

T E R M S :

NOW THEREFORE , in consideration of the mutual premises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties agree as follows:

1.00 Services to be Performed by Consultant

1.01 Consultant shall access its database of brokers, containing over 25,000 active brokers throughout the United States who may be interested in the Company, and shall utilize a profiler team (comparable in size and capability to that currently employed by Consultant) in order to contact brokers interested in recommending Company to their investor clients. Consultant’s profilers will continue to “cold call” on a regular basis, which will continually add new broker’s to the database.

1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contact (including with the proper disclosures and disclaimers) and shall introduce Company and its principals to Consultant’s current and future network of brokerage firms and market makers. Consultant shall promote Company on a daily basis through all of their profilers and will train new profilers to promote the Company. Company understands and agrees that Consultant’s database constitutes proprietary information owned by Consultant, however on a bi-weekly basis Consultant will provide Company with a total of all calls made by Consultant’s profilers.

1.03 Consultant shall provide investor lead management services normal and customary in the industry. Consultant will handle investor and broker inquiries (including with the proper disclosures and disclaimers) in a professional manner and will maintain a high call volume to outside financial institutions on behalf of the Company.

1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company.

1.05 Consultant shall review and monitor Company’s stockholder base and all transfer agent and DTC reports, and shall analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly basis.

1.06 Consultant shall provide Company with copies of “Assume the Sale” Reports and DTC analysis on no less than a monthly basis, and will use their best efforts to provide said reports and analysis on a more frequent basis.

1.07 Company will be permitted to visit Consultant’s facility on a regular basis and will have the ability to talk in person with Consultant’s employees regarding their progress during the campaign. Consultant’s employees will be allowed to contact Company’s management for weekly conference calls and Company will be permitted to communicate with Consultant’s management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be “insider information” with any employee of Consultant other than upper management and said discussions and communication will be solely on a need to know basis.

1.08 In addition to the services identified in Section 1.01 to 1.06 above, at the direction of and with the consent of the Company, Consultant has agreed to retain Management Solutions International, Inc. to provide the services described in Exhibit “A” and made a part of this Agreement under the terms and conditions set forth herein.

2.00 Terms & Fees

2.01 The term of this Agreement shall commence on October 1, 2005 (the “ Effective Date ”) and shall expire one (1) year thereafter. The Company shall have the right to extend this contract an additional six (6) months after the first one (1) year expires.

2.02 As compensation for Consultant’s services required hereunder, Consultant shall be entitled to receive:

(a) Cash Value : Cash value of contract is Nine Hundred Thousand ($900,000) Dollars, to be paid in accordance with the terms and conditions of Section 2.02(b).

(b) Compensation : On a monthly basis Consultant shall be entitled to receive Seventy Five Thousand U.S. Dollars ($75,000.00) per month due on or before the 1st of each month. If payment is made in stock Consultant shall be entitled to receive Seventy Five Thousand U.S. Dollars ($75,000.00) per month worth of Homeland Integrated Security Systems, Inc. (HISC) common stock based upon the previous ten (10) day average closing bid price due and payable on or before the 1st of each month. The first month’s payment shall be due and payable on or before October 1, 2005. All payments will be delivered from the escrow account as described in Section 2.03 below.

(c) Options : As compensation, Consultant will have the right to purchase One Million ($1,000,000) Dollars worth of common stock at a price of $0.10 per share. Should the Consultant elect to exercise the above-described options, the free trading shares common stock purchased under this option shall be delivered to Consultant from the escrow account as described in Section 2.03 below.

(d) SB-2 Registration : Company agrees to register 28,000,000 shares, the common stock issued for compensation and for the options, in the name of “Big Apple Consulting USA, Inc.” in an SB-2 registration with the SEC within thirty (30) days of the date of this Agreement which shall become effective within ninety (90) days after the date of such SB-2 filing date. However, Consultant acknowledges that the Company cannot guarantee the exact date on which SEC shall declare the SB-2 effective. In the event that the SB-2 has not become effective within ninety (90) days of the date of this Agreement, then Consultant shall have the option to terminate this Agreement with five (5) days written notice.

2.03

Escrow Account : Company agrees to deposit 28,000,000 shares of Homeland Integrated Security Systems, Inc. (HISC) common stock in an escrow account with Michael Bongiovanni of GreenTree Financial, upon the signing of this Agreement. Should the Consultant elect to exercise the Option described in Section 2.02(c) the common stock purchased under that option shall be delivered to Consultant from the escrow account upon receipt by the escrow agent of a certified or bank check from the Consultant. Commencing on or before October 1, 2005, and continuing throughout the Initial Term of this Agreement, the monthly payments shall be released to Consultant in accordance with section 2.02(b) above. After expiration or termination of this Agreement any common stock remaining in escrow will be returned to the Company.

3.00 Termination

In the event of a breach of this agreement by Company, Company shall be responsible for any outstanding fees and expenses. Consultant shall have the right to terminate this Agreement on the grounds of the Company’s failure to remit the required monthly payments or in the event of any breach of the Agreement by Company. Company has the right to terminate this agreement with ninety (90) days written notice. In the event of a material breach of this Agreement by Consultant, which shall be termed a “Default”, Company shall provide Consultant with written notice of the Default and afford Consultant a twenty (20) day cure period. If Consultant fails to cure the alleged Default within the proscribed time, then Company shall have the right to terminate this Agreement upon ten (10) days written notice and any unearned compensation shall be returned to Company. In the event that Consultant disputes any alleged Default, Consultant shall provide Company with written notice of said dispute within ten (10) days after receipt of the Company’s notice of Default. The parties agree that written notice will be deemed accepted and received by the parties via certified mail delivered to the address above or fax notification.

4.00	Representations

Company represents and warrants that it is in compliance with all required filings and regulations of NASD, the SEC and/or any other governmental agencies, and that the Company’s stock is not suspended from trading for any reason whatsoever. Company further represents and warrants that during the term of this agreement, it will continue to file all required reports with the SEC, NASD and/or any other governmental agencies and will continue to adhere to SEC, NASD, and/or any other governmental agency’s requirements, and that it will take whatever steps are deemed necessary to keep its shares listed and “fully reporting.” The Company’s failure to comply with the provisions of this paragraph shall constitute a material breach of the parties’ agreement. Since Consultant has agreed to accept payment for services, in part, in the form of shares of the Company, the Company agrees that the value of the shares at the time of this agreement will be adversely affected and impacted if the promotion of the Company to the financial community and others is suspended due to a breach of the representations and warranties contained herein. Further, in the event of a breach of the representations and warranties contained herein the Company agrees to continue to make any payments due and the Company agrees to pay Consultant one and a half (1.5) times the cash value for any shares Consultant holds or is due and payable ( as part of its compensation for this agreement) at the time of the Company’s breach of this paragraph. This “make whole payment” shall be made within five (5) business days of the date of the breach.

5.00 Miscellaneous Terms

5.01 Anti-dilution Clause. The company must notify the Consultant in writing at least ten (10) days prior to any new shares being added to the Company’s outstanding share total; including notifying the Consultant if any new shares are being added to the company’s float. Officers of the company must notify the Consultant of any transactions regarding the company’s security. If dilution occurs without the requisite notice, the Consultant’s compensation must be adjusted proportionately. If company violates the anti-dilution clause, then company must pay Consultant 1.5 times cash value for any shares the Consultant holds as part of its compensation for this agreement.

5.02 Successors . The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnities of each of the parties to this Agreement.

5.03

Governing Law . This Agreement and the interpretation and enforcement of the terms of this Agreement shall be governed under and subject to the laws of the State of New York.

5.04

Jurisdiction . Jurisdiction for court action, court and authorities in the State of New York or the Federal District Court having venue for the State of New York should have jurisdiction over all controversies that may arise with respect to this agreement. Company hereby waives any other venue to which it might be entitled to by virtue of domicile or otherwise.

5.05 Integration . This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten. Each of the parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly recited herein above.

5.06

Attorneys Fees . In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other parties to the dispute.

5.07	Context . Wherever the context so requires, the singular number shall include the plural and the plural shall include the singular.

5.08	Captions . The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation.

5.09	Severance . If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

5.10	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and, when taken together shall constitute one and the same instrument.

5.11	Expenses Associated With This Agreement . Each of the parties hereto agrees to bear its own costs, attorney's fees and related expenses associated with this Agreement.

5.12

Arbitration . Any dispute or claim arising from or in any way related to this agreement shall be settled by arbitration in New York at the option of Consultant. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate a panel of three arbitrators from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

5.13	Assignment . Neither Company, nor Consultant, shall have the right to assign or delegate this Agreement or any rights or obligations created hereby unless the non-assigning party expressly approves the assignment in writing.

5.14	Authority to Bind . A responsible officer of each party has read and understands the contents of this Agreement and is empowered and duly authorized on behalf of that party to execute it.

5.15	Continuing Obligations: Both Company and Consultant shall hereafter execute all documents and do all acts reasonably necessary to effect the provisions of this Agreement.

5.16

Reversion of Payment : If at any time, Company shall be in default of the payment provisions of this contract for a period greater than seven (7) days, then the Consultant shall no longer be obligated to accept payment in the form of free trading shares of stock and the balance due, and any payments due thereafter, shall be paid only in cash, certified check, cashiers check or money order, unless Company is advised otherwise by Consultant in writing. Further, if at any time, Company shall be in default of the payment provisions of this contract for a period greater than five (5) days, all services provided by Consultant under this Agreement shall be suspended until such time as payment in full of any outstanding balance is made and services under the Agreement shall be reinstated on the day after the day on which payment is received. Consultant reserves the right, at Consultant’s sole option, to submit and assign any outstanding balance to an independent third party for the purpose of collecting any outstanding balance owed Consultant.

5.17

Claims, Actions or Proceedings relating to the issuance of Stock compensation : In the event that Company compensates Consultant with stock, then Company agrees to indemnify and hold harmless the Consultant from any action, claim or proceeding resulting from the issuance of the shares. Said indemnification shall include all fees and costs including reasonable attorney’s fees which the Consultant may incur. Consultant shall have the right to designate its own counsel for representation arising out of any indemnification and the costs thereof shall be borne by the Company.

5.18

Notices: All notices must be in writing and sent to the appropriate address listed above, or to such other address as either party may designate in writing, by first class mail and either certified mail return receipt requested or overnight courier service. In the case of certified mail notice shall be deemed given as of the date of deposit with the United States Postal Service, and in case of overnight courier service notice shall be deemed given as of the date of deposit with such overnight courier service.

5.19

Confidentiality : Bot h Consultant and Company agree that it will not at any time, or in any fashion or manner divulge, disclose or otherwise communicate to any person or corporation, in any manner whatsoever, any information of any kind, nature, or description concerning any matters affecting or relating to the business of each others company. This includes its method of operation, or its plans, its processes, or other data of any kind or nature that they know, or should have known, is confidential and not already information that resides in the public domain. Both the Consultant and Company expressly agree that confidentiality of these matters is extremely important and gravely affect the successful conduct of business of each company, and its goodwill, and that any breach of the terms of this section is a material breach of this Agreement. The provisions of this section shall survive termination of the Agreement.

6.00

Enforceability of Agreement: This Agreement shall neither be deemed to be nor be enforceable until executed by Consultant. Further, should the parties fail to execute this Agreement within thirty (30) days from the date of delivery of this Agreement, then this Agreement and all the terms and conditions contained herein shall become and be deemed null and void and neither party named herein shall be bound hereby. Consultant, without the consent of Company, shall have the sole option to extend the time requirements set forth within this section 6.00, and any request by Company to extend the time requirements set forth in section 6.00 must be approved by Consultant in writing.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date set forth above.

COMPANY :

Homeland Integrated Security Systems, Inc.

A Florida corporation

By: _____________________________

Frank A. Moody, CEO

CONSULTANT :

Big Apple Consulting USA, Inc.

A Delaware Corporation

By: __________________________

Marc Jablon, President

E X H I B I T A

(MANAGEMENT CONSULTING AND AGENT SERVICES)

At the direction of and with the consent of the Company, Consultant has agreed to retain Management Solutions International, Inc. (“MSI”) to provide the services described below under the terms and conditions set forth in this Agreement and the Consultant will work closely with the Company to set priorities and objectives to be accomplished during this engagement.

A)	Assist in Defining Capital needs and Sources and Uses of Funds.

B)	Work closely with Client to develop a Business Plan

C)	Draft a Private Placement Memorandum and Subscription.

D)	Assist in the preparation of all of the appropriate form filing to raise private capital.

E)	Research and evaluate current and future acquisition candidates based on the Client’s outlined acquisition strategy.

F)	Analyze, Evaluate and do preliminary Due Diligence on any current and future acquisition candidates. This includes meetings in Person, by Phone, Fax, Email, etc.

G)	Evaluate existing and Develop new Distribution Channels for the Client’s products

H)	Layout Timeline and Action Plan based on the outlined acquisition strategy.

I)	General Business Consulting (answering questions, giving advice, introductions) as required.

Exhibit 10.10

AUTHORIZED DISTRIBUTOR AGREEMENT

This Authorized Distributor Agreement (the "Agreement") is entered into this 14th day of July 2005 (the "Effective Date"), by and between Implant Sciences Corporation (the "Company" or "Implant") having its principle place of business at 10 Audubon Road, #5, Wakefield, MA 01880, and Homeland Integrated Security System, Inc. (the "Distributor"), having its principle place of business at I Town Square Boulevard, Suite 347, Asheville, NC 28803.

IN CONSIDERATION of the following mutual terms, covenants and condition, the parties agree as follows:

1. Products.

"Products" shall mean those products manufactured and/or sold by Implant which are listed in Schedule I attached hereto. The Products are subject, at any time and a Implant's sole discretion, to deletion, modification or change in design or specification The inclusion of any future products of Implant hereunder is subject to Implant's sol discretion.

2. Appointment of Distributor; Territory.

2.1 Appointment. Implant hereby appoints Distributor, and Distributor doe hereby accept such appointment, as its exclusive authorized distributor of the Products in the Territory (as defined by Section 2.2 below). For so long as Distributor performs it obligations hereunder, Implant shall not appoint any other distributor to sell the Product in the Territory.

2.2 Territory. Distributor shall sell, market, and distribute the Products in the geographic locations set forth in Schedule 2.2 (the "Territory"). In no event shall Distributor sell, market or distribute the Products outside the Territory without the prior express written consent of Implant.

2.3 Channels of Distribution. Distributor shall use its best efforts to sell, market, and distribute the Products to all end-users in the medical services market located in the Territory.

2.4 Good Standing Compliance. Distributor is a corporate entity duly organized and in good standing, and will remain in compliance with all applicable laws in the Territory.

2.5 Preexisting Organization. Distributor represents that it has, prior to entering this Agreement, substantial financial, marketing and other resources and a sales organization and market knowledge sufficient to effectively and successfully distribute the Products. Distributor will provide to Implant such reasonable financial and other information regarding Distributor as Implant may reasonably request, to support its qualifications to represent Implant as a distributor.

2.6 Direct Sales. Distributor acknowledges that Implant maintains the right and option to sell the Products directly or through its distributor organization, at its discretion. If Distributor is not in default of the terms or conditions of this Agreement or the Agreement has not been terminated in accordance with Section 9.3, in the event t at Implant, with the consent of Distributor, which consent will be timely given and not unreasonably withheld, should make any sales directly to customers in the Territory , Implant will compensate Distributor at a rate equal to the commission rate of 10% of et Collected Sales (price collected by Implant for the sale of Products in the Territory less freight, taxes, insurance, installation costs, discounts, rebates, refunds and returns), excluding OEM sales.

3. Obligations of Distributor.

3.1 Advertising and Sales Efforts. Exclusivity. Distributor shall maintain active sales organization capable of the solicitation of sales of the Products in t e Territory. Distributor shall use all reasonable and customary methods of selling t Products in the Territory, including, without limitation, direct customer contact, trade shows, direct mail campaigns and the publication and distribution of all necessary advertising and promotional materials. Implant must approve all advertising a d promotional materials prior to release. Distributor must display the Implant authorized distributor logo on all advertising of the Products, at all trade shows where Products e shown and in an catalogs where Products are listed. Distributor must comply with e provisions of Section 4.1 to maintain its exclusivity.

3.1.1 Distributor recognizes that in order for it to satisfy its exclusive distribution and sales efforts obligations hereunder it is not possible to promote and s 11 products which compete with those of Implant. In partial consideration of Implant's grant of the distributorship hereunder, Distributor agrees to advise Implant in advance f any undertaking to represent, distribute, or otherwise handle competitive products of t e type, size and capability of the Products. Distributor acknowledges and agrees t Implant may at its option elect to terminate this Agreement under Section 9.3.2 in t e event Distributor represents, distributes or otherwise handles any such competitive products.

3.1.2 Distributor further recognizes that in order to satisfy its sales efforts obligations throughout the Territory it is not possible to promote and sell outside of the Territory, and the parties acknowledge that as partial consideration of Implant s grant of the distributorship hereunder, Distributor agrees not to promote, supply or s II Products which it knows, or has reason to believe, are intended for delivery or resale outside of the Territory.

3.2 Sales Reports. Distributor shall furnish Implant within 30 days of the end f each calendar quarter, a report in a format provided by Implant relating to sales f Product by type and by ZIP Code, where applicable, for such calendar quarter. Distributor shall keep Implant informed as to the general business conditions a activities in the Territory.

3.3 Insurance. Distributor shall maintain adequate insurance against all types of public liability, in such amounts and with such insurance companies as is customary in accordance with sound business practices, including general liability coverage f $1,000,000. Distributor shall upon the request of Implant furnish certificates of such insurance.

3.4 Compliance With Law. Distributor shall comply with all applicable laws a d regulations relating to the sale and distribution of the Products and the performance of Distributor's duties and obligations hereunder, including without limitation, 11 regulations as set forth by the applicable regulatory bodies within the Territory a d having any jurisdiction over the Territory, if applicable, including all import/export regulations and licensing, applicable record keeping and reporting requirements.

3.5 Training. Distributor shall be solely responsible for the training of its customers at the time of sale and after sale, on the proper use and recommend d maintenance of the Products. A designated number of Distributor's sales personnel shall complete the Implant Training Course as provided in Section 5.4 below. Distributor shall be solely responsible for its and its employees' expenses in connection with the Implant Training Course and such activities.

3.6 Service. Unless Distributor is also an Implant authorized service center, it shall direct all end-user inquiries regarding service to an Implant authorized service center. Notwithstanding, Distributor shall perform all first response service a d troubleshooting. Company shall provide a one (I) year, full parts and labor, return 0 factory warranty on Products (the "Warranty Period") and in accordance with t e warranty provisions set forth in Section 8. At the end of the Warranty Period, Company shall make available to Distributor a standard Service and Maintenance Contract :fl r ongoing maintenance and service requirements of the Products.

3.7 Inventory. Distributor shall maintain an adequate inventory of Products a d recommended spare or replacement parts to adequately service end-users in the Territory.

3.8 Financial Information. Distributor shall provide to Implant, on reasonable notice, such financial information regarding Distributor as Implant may reasonably request, including, but not limited to, any updates on the information originally submitted by Distributor in connection with its request to become a Implant authorized distributor.

3.9 Documentation. Distributor shall deliver to its customers along with Products, all documentation supplied by Implant with such Products.

3.10 Reputation. Distributor shall, at all times, conduct its business in a manner 0 as to promote and maintain the goodwill and reputation of Implant and the Product .

Distributor shall bring to the notice of Implant any information received which is likely 0 be of use to Implant in marketing the Products.

4. Purchase and Sale of the Products.

4.1 Sales Forecast. During the term of this Agreement, Distributor shall purchase from Implant the minimum annual amount of Products set forth on Schedule 4. Distributor acknowledges and agrees that the failure of Distributor to purchase t e amount of Products set forth on Schedule 4.1, subject to any adjustment required y Section 5.5 below, shall constitute grounds for the early termination of the Agreement y Implant as provided in Section 9.3.2 below. Distributor and Implant shall revise Schedule 4.1 on any renewal of this Agreement, but in no event will the new Schedule 4.1 amount be less that the initial Schedule 4.1 amount increased 5% per year from t e Effective Date. Distributor further agrees that payments on amounts purchased as s t forth herein will be made in accordance with the provisions of Section 4.4 below.

4.2 Delivery and Taxes. Delivery of the Products purchased hereunder shall be made F.O.B. Implant's facilities, Wakefield, Massachusetts. Implant shall have the right to make partial shipments and each partial shipment shall be deemed a separate sale. Distributor shall take title to the Products upon such delivery and all risks of loss or damage and expenses shall thereafter rest upon Distributor including, without limitation, all risks and expenses incurred in the storage, cartage and transportation of the Products as well as all insurance, fees, charges and taxes, and all other charges and expenses of any nature thereafter incurred with respect to the Products. Distributor shall have 0 right of return regarding any shipments of Products except for returns made in connect' on with Implant's standard warranty policies.

4.3 Price. The prices which Distributor shall pay for the Products shall be as specified on Implant's price list in effect from time to time less a discount as set forth n Schedule 4.3. Distributor acknowledges and agrees that Implant, in its sole discretion, shall have the right to change any of the prices on at least 30 days' advance written notice to Distributor. All shipments resulting from purchase orders accepted by Implant on or after the effective date of any such change shall be at the new price. Implant shall a so have the right to change any volume discount pricing schedule on 30 days' advance written notice to Distributor. Under unusual circumstances and in order to meet a specific competitive price, Implant may deviate from the price list for Products then in effect pursuant to the Implant policies then in effect.

4.4 Terms of Payment. Payment for shipments of Products purchased hereunder shall be in accordance with Implant's standard sales terms and conditions as may from time to time be supplied by Implant to Distributor, including payment of thirty percent (30%) of the gross sales amount at the time the order is placed with the balance due in advance of shipment. All payments are to be in US Dollars and are to be transacted via wire transfer or letter of credit acceptable to Implant. Distributor acknowledges t at noncompliance by Distributor with Terms of Payment is a material breach of t is Agreement. Implant will give Notice to Distributor of a Breach and Distributor will ha e five (5) business days after Notice to cure this breach.

4.5 Demonstration Units. Distributor agrees to purchase up to five (5) units oft e Quantum Sniffer, Model QS-HIOO (the "Demonstration Units") during the Term, as further described in this Agreement, at a purchase price equal to seventy percent (70%) of the Manufacturers Suggested Retail Price (the "MSRP") then in effect. Payment or shipments of the Demonstration Units shall be in accordance with the terms set forth in Section 4.4.

4.6 Governing Terms. In the event of any dispute between the terms of this Agreement and the terms of any purchase order, confirmation or invoice, the terms of t is Agreement shall govern.

5. Obligations of Implant.

5.1 Delivery of Products. Implant agrees to manufacture and deliver, or cause 0 be manufactured and delivered, in a timely manner, the standard Products purchased y Distributor hereunder.

5.2 Sales Literature~ Implant agrees to provide at no cost to Distributor such quantities of specification sheets, catalogs and other printed sales materials relating to e Products as shall be reasonably requested by Distributor.

5.3 Marketing Assistance. Implant agrees to provide such further marketing a d sales assistance as Implant, in its sole discretion, may deem necessary to facilitate t e marketing of the Products by Distributor in the Territory.

5.4 Training. Implant agrees to provide training for employees of Distributor t Implant's Wakefield, Massachusetts facility concerning the use, application, sale, a d distribution of the Products (the "Implant Training Course"). Distributor shall be sole y responsible for the transportation, lodging and expenses of its employees while attending the Implant Training Course. In the event Distributor requires training of employees t locations other than Implant's Wakefield, Massachusetts facility (the "Off-Si e Training"), Distributor will incur all costs of transportation, lodging and expenses f Implant personnel for the provision of Off-Site Training.

5.5 Adjustment to Schedule 4.1. At its sole determination, Implant w II reasonably adjust Schedule 4.1 for the effect, if any, of Product recalls or other even s, which have a material effect on Distributor s ability to sell Products.

6. Patents. Each party hereto shall immediately notify the other party if any legal action alleging a violation of any patent or other similar proprietary right affecting t e manufacture or sale of the Products is filed or threatened. In such event, Implant agrees that it will, at its own cost and expense, compromise, settle or defend any action, suit r claim in which such infringement is alleged; provided, however, that Distributor gives Implant prompt written notice of any such claim, tenders the defense (including the rig t of settlement) of any such claim to Implant and provides Implant with full cooperation for the defense or settlement of the claim. The failure of Distributor to give Implant prompt written notice shall not limit the obligations of Implant unless Implant shall e prejudiced by such failure. If Implant receives notice of an alleged infringement, or if Distributor's use or sale of the Products is prevented by permanent injunction, Implant may, in its sole option and expense, procure for Distributor the right to continue the s e and distribution of the Products, or provide Distributor with a different version of t e infringing Product(s) that substantially conforms to the specifications thereof that is n t infringing, or terminate this Agreement. The rights granted to· Distributor under t is Section 6 are the sole and exclusive remedy for any alleged infringement of any patent r similar proprietary right. Implant shall not have any obligation or liability 0 compromise, settle or defend any action, suit or claim in which liability for infringement arises from the use of the Products in a manner for which they were not designed or d e to the Products being combined with another product. Distributor acknowledges that 0 licenses are granted or implied by this Agreement under any patents owned or controlled by Implant or under which Implant has any rights, except the right to sell and use t e Products specified in Schedule I hereto.

7. Confidentiality. The parties agree to maintain in confidence and not to disclose 0 any third party, either during or after the term of this Agreement, any information of a y nature whatsoever furnished by one party to the other, except for information which is, r becomes, public or general industry knowledge other than through default of the party 0 this Agreement receiving such information. The parties further agree not to use such information in any way, directly or indirectly, except as required in the course of t e performance of this Agreement. The terms and provisions of this Section 7 shall survive any termination of this Agreement.

8. Warranty, Limitation of Liability. Implant warrants the Products as set forth n written materials which may be provided from time to time by Implant prior r concurrently with the shipment of Products. IT IS UNDERSTOOD AND AGREE THAT IMPLANT'S WRITTEN WARRANTY TO DISTRIBUTORS IS IN LIEU F ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHO T LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE. As set forth in the written warrant, Implant's sole obligation in the event of a breach or warranty shall be to repair or replace the defective product at its election. Distributor shall have no authority to make a y representations or warranties concerning the Products other than those set forth in written materials provided to Distributor by Implant pursuant to this Agreement. EXCEPT S EXPRESSLY PROVIDED IN THIS AGREEMENT, IMPLANT SHALL HAVE N OTHER RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE PRODUCT , OR THE USE THEREOF, OR ANY SERVICES SUPPLIED HEREUNDER, AND I NO EVENT SHALL IT BE LIABLE FOR INCIDENTAL, SPECIAL 0 CONSEQUENTIAL DAMAGES.

9. Term, Termination and Remedies.

9.1 Initial Term. This Agreement shall remain in place for three (3) years fro the Effective Date (the "Term") unless terminated earlier pursuant to Section 9.3 below.

9.2 Renewal. This Agreement will be automatically renewed at the end of t e Term for successive one (1) year terms unless cancelled prior thereto in writing at lea t ninety (90) days prior to the expiration of the Term or subsequent renewal periods.

9.3 Termination. In addition, either party shall have the right to terminate this Agreement by written notice to the other party effective immediately upon the receipt f such notice, upon the occurrence of any of the following events:

9.3.1 In the event that the other party shall be adjudicated bankrupt or shall petition for or consent to any relief under any bankruptcy, reorganization, receivership, liquidation, compromise, or a y moratorium statute, whether now or hereafter in effect, or shall ma e an assignment for the benefit of its creditors, or shall petition for t e appointment of a receiver, liquidator, trustee, or custodian for all or a substantial part of its assets and is not discharged within thirty (3 ) days after the date of such appointment;

9.3.2 Upon any default in the performance of or breach of any agreement, covenant, obligation or undertaking of the other party made hereunder, including, without limitation, (i) the failure of Distributor to purchase the minimum amounts set forth in Section 4.1 and on Schedule 4.1, (n the failure of Distributor to pay invoices when due, or (Hi) the failure of Distributor, without justification, to take delivery of the Products, . f such default or breach shall not be remedied to the satisfaction of t e party giving notice of termination within thirty (30) days of delivery f such notice; except for a default under (ii) above for which a five( ) day cure period is required; or

9.3.3 In the event that Implant should sell its business, or any substantial part thereof, whether by merger, consolidation, reorganization, sale f assets, sale of stock, or otherwise, Implant may, at its option, give Distributor notice of termination of this Agreement effective upon t e consummation of any such sale.

9.4 Rights and Remedies on Termination. Upon the termination of this Agreement, the parties shall have the following rights, remedies and duties with respect to this Agreement and the Products:

9.4.1 Subject to the qualifications and limitations set forth below, Distributor shall promptly deliver to Implant, or otherwise dispose as instructed by Implant, all of the Products, including parts a d materials, which Distributor has in its possession or under its control, all technical instruction books, technical pamphlets, catalog, advertising materials, specifications, and all other material, documents or papers, excluding correspondence between the parties, which Distributor has in its possession or under its control. With n ninety (90) days of return of the Products pursuant to this Section 9. , Implant shall reimburse Distributor an amount equal to the origin I purchase price paid by Distributor to Implant for such Products, less twenty-five percent (25%) of such original purchase price 'f termination is due to Distributor's breach or default of any terms r conditions of this Agreement, as a cancellation and restocking fee. Notwithstanding any of the foregoing, Distributor shall not return to Implant and Implant shall not be responsible for reimbursement for any of the following products: (i) any custom Products which are n t generally available to customers of Implant; (ii) any Products which have been purchased by Distributor more than twelve (12) months prior to the effective date of termination; and (iii) any Products 0 longer carried in Implant's product lines. All costs, including delivery and insurance, incurred in any such return or disposal, shall be borne by Distributor. In addition, Implant may deduct from such reimbursement any amounts due Implant from Distributor for a y reason; such amounts may include, at Implant's reasonable discretion, without limitation, refurbishment and/or upgrade costs relating 0 returned Products used for, and/or damaged during, demonstration r other purposes;

9.4.2 All of the Distributor's right to intangibles used or associated with t e Products shall immediately be transferred and assigned, without further action by Distributor, to Implant, and Distributor will immediately discontinue and refrain from all advertising and use of t e name "Implant", "Quantum Sniffer~, other Implant tradenames, trademarks, logos and designations and trade secrets information;

9.4.3 Distributor shall remain obligated to accept and purchase Products subject to all outstanding orders placed by Distributor with Implant, including, without limitation, work-in-progress, unless express y cancelled or terminated by Implant, and to perform any other ac s which are necessary or appropriate to the orderly winding up of t e dealings between the parties hereunder; and

9.4.4 The confidentiality and noncircumvention obligations of Sections 7 and 15, respectively, of this Agreement shall survive any termination , of this Agreement.

10. Trademarks.

10.1 This Agreement shall not include any license or right to use any trade name r any other trademark or trade name used or claimed by Implant, except that during t e term of this Agreement, Distributor is hereby granted the right to use Implant s trademarks and trade names in, and only in, connection with the sale of Product .

Distributor shall not alter or omit Implant's trademarks or trade names on the Products and shall use such trademarks and trade names on its advertising for the Products. Up n the termination of this Agreement, all such rights to the use of the names and marks cease and terminate, and Distributor shall return to Implant all materials which bear a y trademark or trade name of Implant.

10.2 Distributor shall not use the name "Implant", or any other of Implant s trademarks or tradenames, including variations and alterations thereof, in the name of a y legal entity, business, or association.

11. Independent Contractor. Distributor is an independent contractor and nothing n this Agreement creates the relationship of partnership, joint venture, sales agency r principal and agent, and neither party is the agent of the other, and neither party may ho d itself out as such to any other party, and Distributor has no power or authority in any w y to bind Implant contractually. Distributor shall be free to manage and control its business as it sees fit without the management, control or assistance of Implant, except s otherwise prescribed herein.

12. Force Majeure. The performance of the parties hereunder shall not be subject 0 force majeure and acts of God, including but not limited to insurrections, riots, war , explosions, governmental acts, epidemics, failure of contractors to perform, strikes, fire , accidents, inability to obtain required materials or supplies or qualified labor, and a y applicable law, regulation or restriction of any federal, state or local governmental entity or instrumentality. Nothing herein shall, however, relieve Distributor of its obligation 0 make the payments to Implant required hereunder at the times and in the manner specified.

13. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be deemed to have been duly given when delivered personally or sent by registered or certified mail, return receipt request, postage prepaid to the parties hereto at their addresses. Either party may change his or its address for the purpose of this paragraph by written notice similarly given.

14. Publicity. Except as is necessary for governmental notification purposes or 0 comply with applicable laws and regulations or to enforce their respective rights und r this Agreement, and except as otherwise agreed to by the Parties hereto in writing, t e Parties shall (a) keep the material terms of this Agreement confidential and (b) agree upon the text and the exact timing of any press release or public announcement relating 0 the transactions contemplated by this Agreement.

15. Non-Circumvention. During this Agreement, and for a period of no less than t 0 (2) years after its termination, if the Company engages in sales of Products to a y Distributor Protected Party, as further defined herein, and where said Distributor Protected Party was not first known by Company or its agents, then the Company shall pay Distributor, immediately upon the sale of Products compensation in the amounts s set forth in Section 4.3. The term Distributor "Protected Party" shall mean any person r entity interested in purchasing the Products, either directly or through third parties, t at Distributor introduced to the Company in connection with this Agreement. Distributor shall notify Company from time-to-time, in writing, as to any potential customers so t at they may be evaluated for purposes of being considered a Distributor Protected Party. If the Company does notify Distributor that the potential customer is not acceptable as a Distributor Protected Party within ten (10) days of receipt in writing from Distributor then customer will be considered a Distributor Protected Party.

16. Miscellaneous.

16.1 Assignment and Delegation. This Agreement shall not be assignable y Distributor nor shall the performance of the duties of Distributor hereunder be delegable nor shall this Agreement inure to the benefit of any successor, assignee, sub-licensee, trustee or other representative of Distributor, without the prior written consent of Implant, which Implant may withhold in its sole discretion. Any purported attempted assignment hereof without such written consent, either voluntary or by operation of law, shall be v id and of no force and effect. This Agreement shall be binding upon and shall inure to t e benefit of the permitted successors and assigns of the parties hereto.

16.2 Choice of Law. Arbitration. This Agreement shall be deemed to have be n made in the Commonwealth of Massachusetts, and shall, for all purposes, be governed y and construed under the laws thereof without regard for choice of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach there f, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of t e American Arbitration Association, and judgment upon the award rendered by t e arbitrator(s) may be entered in any court having jurisdiction thereof. Distributor here y consents to the jurisdiction of, and venue in, the courts of the Commonwealth of Massachusetts and the United States Federal District Court, located in Boston, Massachusetts for such purposes.

16.3 No Waiver. No waiver by either party of any breach or default of any of the covenants or agreements herein contained shall be deemed a waiver as to any subsequent or similar breach or default. No right or remedy herein conferred upon either party is exclusive of any other right or remedy herein or by law or in equity provided or permitted.

16.4 Severability. This Agreement is divisible, and in the event that any provisions herein are held to be invalid, the remaining portions of this Agreement shall remain in full force and effect.

16.5 Attorney's Fees. In the event of any controversy or claim or dispute between the parties hereto arising out of or relating to this Agreement or any purchase orders provided for herein, or the breach thereof, the prevailing party shall be entitled to recover, from the losing party, reasonable attorneys' fees, expenses and costs.

16.6 Entire Agreement. Amendment. This Agreement and the documents specifically provided for herein include the entire transaction between the parties hereto and shall not be changed or amended in any respect unless in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

IMPLANT SCIENCES CORPORATION

By: /s/ Anthony J. Armini

Name: Anthony J. Armini

Title: President & CEO

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

By: /s/ Brian Riley

Name: Brian Riley

Title: Sec/Treasurer

SCHEDULE l

PRODUCTS

Quantum Sniffer QS-Hl 00 (portable, handheld explosives trace detection device)

Quantum Sniffer QS-BTlOO (desktop explosives trace detection device)

SCHEDULE 2.2

TERRITORY

Lebanon

Sales projects in other areas will be negotiated on a "case-by-case" basis

SCHEDULE 4.1

MINIMUM ANNUAL PURCHASES

Distributor shall purchase a minimum of TWO HUNDRED (200) units annually of the Products as set forth in Schedule 1.

SCHEDULE 4.3

DISTRIBUTOR PRICE DISCOUNT

Discount Schedule*:

Implant agrees to a twenty-five percent (25%) discount off of the MSRP, then in effect, of the Products for each twelve month (12) period beginning on the Effective Date and each anniversary date thereafter (each twelve month (12) period is hereinafter referred to as the "Annual Measurement Period"). However, in the event Distributor fails to purchase at least two hundred (200) units of the Products during each Annual Measurement Period (the "Minimum Preferential Discount Quantity"), then the discount offered will be in accordance with the discount schedule set forth as follows:

1 to 9 units Fifteen percent (15%) discount

10 to 99 units Eighteen percent (18%) discount

100 to 199 units Twenty-five percent (25%) discount

200 units or greater Discount negotiated on a case by case basis

* Discount schedule applies to Quantum Sniffer products: QS-HIOO and QS-BT100

In addition, should the Distributor fail to meet the Minimum Preferential Discount Quantity, Distributor shall refund to Company, within ninety (90) days of each Annual Measurement Period, in cash or off-sets to each subsequent purchase, the difference between the preferential discount of twenty-five percent (25%) and the discount rate as set forth in the schedule above. In the event Distributor purchases in excess of two hundred (200) units of the Products during any Annual Measurement Period, then Company and Distributor shall negotiate in good-faith additional discounts for future purchases during the remainder of that Annual Measurement Period that will not result in an economic detriment to Company.

SCHEDULE 4.3 (continued)

Product Base Price:

As of the Effective Date, the MSRP for the Products are as follows:

QS-HlOO: $29,900

QS-BTlOO: $45,000

The discounts as set forth herein will be applied to the MSRP for the Products and the Products shall be sold to the Distributor at said discounted prices. Notwithstanding, the MSRP for Products is subject to change at the sole discretion of the Company in accordance with the provisions of Section 4.2 of the Agreement.

Exhibit 10.13

CINGULAR WIRELESS

EXCLUSIVE DEALER AGREEMENT

Dealer	Cingular Wireless
Legal Name: BBI Enterprises, Inc. Business Name (if different): Cyber Cynergy Type of Entity: Corporation (“ Dealer ”)	Cingular Wireless II, LLC, on behalf of its affiliated companies operating in the Area (“Company”)
Dealer Address (For Official Notices)	Company Address (For Official Notices)
140-J Airport Road Arden , NC . 28704	Cingular Wireless 3800 Arco Corporate Drive Suite 200 Charlotte, NC 28273 Attn: Vice President/General Manager
Dealer Contact	Company Contact
Name: Brian Riley Title: COO Telephone: (828) 684-7644 Fax: (828) 684-4802	Name: Shawn Eckroth Title: Area Retail Sales Manager Telephone: 704-451-8000 Fax: 704-423-5055 Email: Shawn.Eckroth@cingular.com
Dealer Billing Address
140-J Airport Road Arden , NC . 28704

This Agreement consists of this Cover Page, the attached Terms and Conditions, Schedule 1 (Area & Approved Retail Locations), Schedule 2 (Compensation Schedule) , and all Dealer Policies issued in accordance with the Terms and Conditions (collectively, this “Agreement” ).

This Agreement is effective as of 9/1/2005 , and continues in effect for an initial term of 3 years, unless earlier terminated in accordance with the provisions of this Agreement.

DEALER’S SIGNATURE BELOW ACKNOWLEDGES THAT DEALER HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY THEM.

BBI Enterprises, Inc. DBA Cyber Cynergy

By:______________________________________

(Authorized Signature)

Name: Brian Riley

Title: COO

Date:______________________________

Cingular Wireless II, LLC, on behalf of its affiliated companies operating in the Area

By:______________________________________

(Authorized Signature)

Name: Robert Forsyth

Title: Vice President, General Manager

Date:___________________________

CINGULAR WIRELESS EXCLUSIVE DEALER AGREEMENT

Terms and Conditions

1. DEFINITIONS.

1.1 Affiliate: Dealer’s employees, officers, directors, consultants, owners’ immediate family members, or any person, company, partnership or other entity that directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with Dealer, Dealer’s employees, officers, directors, or owners’ immediate family members.

1.2 Competitive Service: Any wireless communications service offered by any person, entity, or business (other than Company) in the Area that is capable of providing wireless voice or data service that is functionally similar or equivalent to Company’s Service, irrespective of the radio frequency on which the service is offered, including, without limitation: commercial mobile radio service, specialized mobile radio communications, mobile satellite communications, cellular service, personal communications services, Wi-Fi, Wi-Max, one and two-way paging services, and services on similar frequencies or technologies; and any service that competes with any other service that Company offers under this Agreement.

1.3 Equipment: Wireless devices necessary for using Service that meet FCC and Company technical standards, that comply with all fraud prevention specifications required by Company, and that are certified by Company for use on its Service.

1.4 Service: All voice and data wireless services that Company provides within the Area, whether or not Dealer is authorized to sell these services.

1.5 Subscriber: A customer of Service, including without limitation all end-users of Service, or an applicant to Service.

2. RELATIONSHIP OF THE PARTIES.

2.1 Area. Company has received regulatory authority to operate as a facilities-based provider of Service within the Area. The Area is defined as the one or more Company operating markets that are listed on the attached Schedule 1 - Area & Approved Retail Locations . If Dealer is authorized to operate in more than one market, an additional Schedule 1 will correspond to each additional market. Company’s authorization to add a market to the Area listed on Schedule 1 must be in writing and signed by Company. Each Company market may have a different Compensation Schedule and different Dealer Policies from those of other markets operating under this Agreement. Company may terminate Dealer’s authorization to operate in any individual market due to a breach of this Agreement or as otherwise specified in this Agreement.

2.2 Authorization from Approved Retail Locations. Company authorizes Dealer to offer and sell Service -- excluding Service that Company has defined as non-authorized Service -- only from Approved Retail Locations, which are Dealer’s retail locations within the Area that have been approved by Company in writing under this Agreement. The Approved Retail Locations are listed on Schedule 1, which Company may issue from time to time to update the list of Approved Retail Locations within an existing market .

2.3 Nature of Relationship. The relationship created by this Agreement is that of independent contracting parties and is not any other relationship, including, without limitation, that of joint employers, a joint venture, or a partnership. Personnel employed by, or acting under the authority of a party to this Agreement are not employees or agents of the other party. Company and Dealer assume sole responsibility for the employment, compensation, discharge, and control of their own respective employees, contractors, and agents, and for ensuring their compliance with this Agreement. Dealer is not a general agent of Company. Dealer has not paid and is not required to pay any franchise fee or other fee to be a dealer for Company or to use Company's name or other intellectual property. This Agreement does not create any franchise between the parties. Neither Dealer nor any Affiliate may be a reseller of Company’s Service.

2.4 Prohibitions and Restrictions.

2.4.1 Dealer is prohibited from conducting any telemarketing, direct marketing, or electronic commerce effort to solicit Subscribers from the general public. Any exceptions to this restriction must be made in writing and signed by Company. Further details regarding this restriction and any limited exceptions may be contained in the Dealer Policies related to direct marketing and electronic commerce.

2.4.2 Company reserves the right to declare selected Service as non-authorized Service by restricting Dealer from selling Service: (a) on certain non-authorized service rate plans (voice or data); (b) on certain types of technologies; (c) on certain models of Equipment; (d) to certain specifically enumerated Subscribers; (e) to certain classes of Subscribers, such as those that generate revenues above a specific level, or governmental or corporate entities; and (f) by certain sales or marketing methods. All applicable restrictions are defined in the Dealer Policies or may be communicated to Dealer in writing from time to time.

2.4.3 Dealer is prohibited from having subdealers under this Agreement. Dealer must not, directly or indirectly, share any compensation earned under this Agreement with any other person or entity that sells Service to the public, except for Dealer's own employees or contracted sales representatives. Dealer must not allow any other person or entity to use its dealer codes issued by Company under this Agreement. Any exceptions to these prohibitions must be under a separate written amendment between the parties.

2.5 Other Competitive Distributors. Company currently sells Service and equipment directly to potential Subscribers and has also appointed other dealers, retailers, resellers, and others to sell Company's Service in the Area in direct competition with Dealer. Company reserves the right to continue these direct and indirect distribution practices in the future at any location within the Area regardless of the proximity to any Approved Retail Location. Company and others may also sell other products and services and provide installation, repair, or warranty service in the Area. In addition, Company may enter into agreements with other exclusive or nonexclusive distributors that contain compensation and terms and conditions that are different than the compensation and terms and conditions in this Agreement, and that permit these competitive distributors to offer products and services in the Area that are different than the products and Services that Dealer is authorized to distribute under this Agreement. Company, in its sole discretion, determines which products and services that Dealer is authorized to distribute under this Agreement and Company is not obligated to authorize Dealer to distribute any of the products or services offered by the competitive distributors.

2.6 Acknowledgments and Representations.

2.6.1 Company and Dealer understand and accept that the terms, conditions, and covenants contained in this Agreement are reasonably necessary to maintain Company's high standards for Service and to protect and preserve the goodwill of Company's Service and its brand. Dealer has made material representations to Company in its application to become an authorized dealer of Company and Company has relied upon these representations as a material inducement to enter into this Agreement.

2.6.2 Dealer represents and warrants to Company that the execution and performance of this Agreement does not violate any other contract or obligation to which Dealer is a party, including terms relating to covenants not to compete, exclusive dealing, and confidentiality covenants. Dealer must not disclose to Company, or use or induce Company to use, any proprietary information or trade secrets of any other person, association, or entity.

2.6.3 Company expressly disclaims the making of, and Dealer acknowledges that it and its Affiliates have not received, have no knowledge of, and are not relying on any representation by any employee or representative of Company or its affiliates as to: (i) the revenue or profitability that Dealer might achieve as a result of entering into this Agreement; (ii) the number of activations, upgrades, or other business activity that Dealer may facilitate as a result of entering into this Agreement; (iii) the quality of the network from which Services are provided; and (iv) any other factor relating to the business operations of Dealer, except as expressly set forth in this Agreement. Dealer represents that it has independently investigated the risks and opportunities of the business outlined in this Agreement and has independently decided to sign this Agreement. Dealer acknowledges that it is responsible for independently deciding on the location of each Approved Retail Location and Company is not responsible for Dealer’s decision to open any Approved Retail Location.

3. APPROVED RETAIL LOCATIONS.

3.1 Opening an Approved Retail Location. When Dealer is opening its initial Approved Retail Location(s), and if Dealer desires to open any additional location, Dealer must first receive written approval from Company. Dealer is solely responsible for selecting any potential location, but Company may approve or deny any location at its sole discretion. The lease for any location that Company approves must be in Dealer’s own name. Company must be named in each lease as a preapproved assignee of that lease. Dealer expressly acknowledges that it does not have the authority to bind Company or its affiliates to any lease agreements. Upon request by Company, Dealer must submit any proposed lease to Company for its approval before Dealer signs the lease. Dealer must promptly notify Company of the date a new location opens so that Company may issue a revised Schedule 1. Any retail location approved by Company under this Agreement that Dealer opens in the Area constitutes an Approved Retail Location subject to the terms and conditions of this Agreement, whether or not the change is actually reflected on Schedule 1.

3.2 Selling or Closing a Leased Approved Retail Location.

3.2.1 If Dealer wants to terminate, transfer, sell, or otherwise dispose of its leasehold interest in an Approved Retail Location, Dealer must provide Company with 90 days advance written notice setting forth the reasons for the closure, transfer, sale, or disposal, and with a copy of the relevant lease. Company has 45 days from the date it receives this notice to decide to either assume or reject the remainder of each lease. If Company decides to assume a lease, Dealer must assign the lease, together with all leasehold improvements to this Approved Retail Location, to Company without any additional consideration. However, Company will reimburse Dealer for the depreciated value of any direct out-of-pocket expenses that Dealer incurred for the purchase of any equipment, furniture, or fixtures that were required by Company and for which Dealer was not previously reimbursed. Company has no obligation to reimburse Dealer for any expenditures that were not required by Company. Dealer remains responsible for all of its obligations under the lease through the effective date of the assignment. If Company decides not to assume any lease, Dealer must notify Company as soon as the Approved Retail Location actually closes or is transferred so that Company may issue a revised Schedule 1. If Dealer closes down or stops selling Service from any Approved Retail Location, that location automatically loses its approval and is no longer an Approved Retail Location, whether or not Dealer complied with this Agreement regarding that closure or transfer and whether or not the change is actually reflected on Schedule 1.

3.2.2 Failure to provide Company with the required advance written notice may result in the unnecessary closure of an Approved Retail Location, which would cause the Company to suffer monetary damages and damages to its reputation and goodwill. These damages would be difficult to quantify and measure. As a result, Dealer must pay Company $50,000 as liquidated damages for each Approved Retail Location that is closed without providing the required advance written notice. Acceptance by Company of liquidated damages under this provision does not limit Company’s right to seek any other appropriate remedies under this Agreement, including without limitation termination of this Agreement.

3.3 Termination of Agreement. If Dealer elects to terminate this Agreement without cause, or to not renew this Agreement at the end of any term, then Company has the option in its sole discretion , to require Dealer to assign to Company the leases together with all leasehold improvements for those Approved Retail Locations that Company selects without any additional consideration. However, Company will reimburse Dealer for the depreciated value of any direct out-of-pocket expenses that Dealer incurred for the purchase of any equipment, furniture, or fixtures that were required by Company and for which Dealer was not previously reimbursed. Company has no obligation to reimburse Dealer for any expenditures that were not required by Company. Dealer remains responsible for all of its obligations under all leases through the effective date of the assignment.

3.4 Right of First Refusal for Dealer-Owned Approved Retail Locations. If Dealer owns one or more Approved Retail Location and if at any time during the term of this Agreement or upon termination of this Agreement, Dealer receives a bona fide offer from a third party to lease any or all of these Approved Retail Locations (whether directly or indirectly), and Dealer desires to accept this offer, Dealer must notify Company in writing of the terms of this offer. Dealer must provide Company 60 days in which to exercise Company’s right of first refusal from the date Company receives notice of the pending lease. If Company elects to exercise this right related to leasing Dealer’s Approved Retail Locations, then Company will deliver a written notice to Dealer representing Company’s desire to lease these Approved Retail Locations at the same price that is offered to Dealer by the third-party.

3.5 Dealer Cooperation. If Company elects assignment or purchase of any Approved Retail Location, then Dealer must cooperate with Company to provide and sign all appropriate documents requested by Company to facilitate the transaction. Dealer must convey all right, title, and interest to Company in all furniture, fixtures, improvements, and other personal property located in the assigned Approved Retail Locations. Dealer must also cooperate with Company if the landlord or other third party requires additional steps to facilitate the transaction.

4. DEALER’S RESPONSIBILITIES.

4.1 General. Dealer must devote sufficient resources and use commercially reasonable efforts to promote and sell the Service authorized by Company at all times while this Agreement is in effect. Dealer must not take any action inconsistent with this Agreement and must support Company's efforts in providing Service to Subscribers. Dealer must provide timely, courteous, and efficient service to Subscribers and must be governed in all dealings with members of the public by the highest standards of honesty, integrity, ethical conduct, and fair dealing. Dealer must not engage in any business practice, promotion, or advertising that may be harmful to Company’s business or goodwill.

4.2 Confidentiality.

4.2.1 Dealer may receive certain confidential or proprietary information relating to Company or its affiliates, including without limitation, lists of Subscribers, Subscriber information, Customer Proprietary Network Information “CPNI” as defined in the Telecommunications Act (47 U.S.C § 222), technical, financial, and business information, including without limitation, compensation information, the terms of this Agreement, computer programs, data, specifications, and other information not generally known to the public relating to Company (collectively, "Confidential Information"). Any Confidential Information disclosed to Dealer has been disclosed solely for the performance of its duties under this Agreement, and any improper use or disclosure would irreparably injure Company. All Confidential Information is Company’s trade secret and exclusive property, and must be returned to Company upon request or upon the termination of this Agreement.

4.2.2 During and after the term of this Agreement, Dealer must not directly or indirectly, divulge, sell, give away, or transfer any Confidential Information. Dealer may only use Confidential Information for the performance of its duties under this Agreement and Dealer must comply with further restrictions related to Subscribers’ Confidential Information and Subscriber privacy as set forth in the Dealer Policies. Dealer may only provide its Affiliates with the specific Confidential Information that they require for the performance of Dealer’s duties under this Agreement. Dealer must advise these individuals of the non-disclosure restrictions, and make reasonable efforts to prevent the improper disclosure or use of Confidential Information, including without limitation, having any Affiliates who are not employees agree in writing not to disclose any Confidential Information. If Dealer is served with any form of legal process to obtain Confidential Information, it must immediately notify Company, which has the right to seek to quash this process.

4.3 Access to Company Systems. If Company, in its sole discretion, provides Dealer access to any of Company’s systems for purposes of performing Dealer’s duties under this Agreement, Dealer must use this access only for the purpose authorized explicitly in writing by Company. If Company provides any equipment or software for this purpose, the equipment and software are the sole property of Company at all times, and any software may be subject to a separate license agreement.

4.4 Non-Solicitation. While this Agreement is in effect and for one year after it is terminated, Dealer and its Affiliates must not contact Company’s Subscribers for the purpose of soliciting or giving any incentive to those Subscribers to terminate their agreement with Company or to convert to a Competitive Service within the Area. During the one-year period after this Agreement is terminated, any Subscribers who contact Dealer regarding any aspect of Company’s Service must be referred directly to Company.

4.5 Solicitation and Enrollment. Dealer must solicit Subscribers strictly in accordance with the Dealer Policies for enrollment of Subscribers and must provide adequate training for its salespersons. Company has the sole right to accept or reject all customer applications for Service. Dealer must market Service that Dealer is authorized to sell to potential Subscribers at rates and on terms and conditions established and published solely by Company, as revised by Company from time to time. Dealer has no right or authority to offer any other service plans, or to vary in any way, rates, rate plans, terms, or conditions related to Service. Dealer must comply with any Dealer Policies regarding security deposits for Service.

4.6 Subscriber is Company’s Customer. Once activated, the Subscriber is a customer of Company, and Company is solely responsible for providing billing services to Subscribers. Company may also directly market to and solicit Subscribers as it determines to be in its best interest, without obligation or liability to Dealer. Dealer must not interfere with the contractual relationship between Company and Subscriber in any way. Dealer is not permitted to: a) bill or collect any money from a Subscriber or potential Subscriber for Service, except for prepaid Service and security deposits; b) take any financial responsibility for a Subscriber’s Service charges; or c) suggest or facilitate any arrangement to improperly decrease a Subscriber's financial obligation under its Service agreement.

4.7 Fraudulent Activity. Dealer must assist Company’s efforts to prevent fraudulent or abusive subscription to or use of Company’s Service and must comply with all fraud prevention Dealer Policies. Dealer must not process any application for Service or facilitate Service enrollment that would in any way improperly or fraudulently inflate the number of Subscribers for which it receives compensation or the amount of compensation payable to Dealer for a Subscriber. If Company determines that Dealer has performed any Subscriber activations in a fraudulent, deceitful, or misleading manner, then Dealer is not entitled to compensation under this Agreement for those activations and Dealer is required to compensate Company for losses caused by Dealer’s actions in violation of this section or of the related Dealer Policies.

4.8 Dealer's Business Records. Dealer must create and maintain at its principal office, and preserve for at least 4 years from the date of their preparation, complete and accurate records of its business conducted under this Agreement. These records must include, without limitation, records of all activations of Subscribers, compensation earned, advertising, Subscriber solicitations, equipment sales, and Subscriber complaints. Copies of these records must be provided to Company by Dealer upon reasonable advance notice. Dealer must comply with all requirements for the destruction of business records imposed by law, in addition to all Company requirements that are set forth in the Dealer Policies. Upon reasonable advance notice, Dealer must allow Company or its representative access to Dealer’s facilities and Approved Retail Locations during normal business hours for inspection of these locations and of these business records and to verify compliance with Company’s document destruction policy.

4.9 Minimum Performance Requirements. Company may require Dealer to achieve minimum performance requirements related to Dealer’s Subscriber activations, Subscriber churn, and average revenue per Subscriber within an individual market or within the Area, as set forth in the Dealer Policies. Company may add additional minimum performance requirements, or modify existing minimum performance requirements in any way with 30 days advance written notice to Dealer. Dealer’s failure to achieve the applicable minimum performance requirements in any individual market or in the Area may result in termination of Dealer’s authorization to operate in any individual market or in termination of this Agreement, or in making Dealer ineligible for certain compensation, as set forth in the Dealer Policies.

4.10 Insurance. Dealer must maintain sufficient workers’ compensation insurance and commercial general liability insurance for claims arising out of or occurring in connection with this Agreement, including but not limited to the acts, omissions, or representations of Dealer and its officers, employees, and representatives. This insurance coverage must be maintained at all times during the term of this Agreement at Dealer’s sole expense. Company must be named as an additional insured on each commercial general liability policy. This insurance coverage must be maintained under one or more policies from an insurance company qualified to do business within the Area, with an A.M. Best rating of at least A-, providing minimum liability protection of $1 million per occurrence for bodily and personal injury and death and $1 million per occurrence for property damage. Dealer must provide Company with a certificate of insurance verifying compliance with the provisions of this paragraph upon request.

4.11 Regulatory Matters. This Agreement is subject to changes necessary to comply with the laws, orders, or regulations of local, state, and federal regulatory agencies with jurisdiction over Service in the Area or over Dealer's activities. Company may take any action it determines is reasonably necessary to comply with these laws, orders, and regulations. Dealer must not take any action inconsistent with Company’s efforts, and must cooperate with Company before any regulatory authorities.

4.12 Compliance with Laws. Dealer must comply with all local, state, and federal laws and regulations applicable to Dealer’s business under this Agreement. Dealer must not discriminate against any Subscriber, employee, or applicant for Service because of race, color, religion, age, sex, national origin, or physical handicap during the performance of this Agreement, and must comply with all applicable nondiscrimination laws.

4.13 Exclusivity.

4.13.1 Within the Area, Dealer and its Affiliates must not, directly or indirectly: (a) solicit, sell, offer, or accept offers for a Competitive Service; (b) induce or refer any actual or prospective Subscriber of Service to subscribe to a Competitive Service; (c) provide any leads to a distributor of Competitive Service; (d) activate subscribers through a reseller or act as a reseller, whether for Company or a Competitive Service; (e) lease, sub-lease, or otherwise provide space to any distributor of Competitive Service; or (f) share financial resources, retail space, administrative support, sales support, managerial support, or any other business resources with any distributor of Competitive Service.

4.13.2 If, as a result of a violation of this exclusivity provision of this Agreement, Dealer or any Affiliate activates a customer on Competitive Service, Company will suffer monetary damages and loss of goodwill, the value of which is difficult to measure. As a result, Dealer must pay Company $1500 as liquidated damages for each end-user customer that Dealer or its Affiliate activates on Competitive Service, which sum Dealer agrees is reasonable. Dealer must, upon Company’s written notice, make its books and records available to Company to permit verification of Dealer’s compliance with this provision. In the event of Dealer’s refusal to permit this inspection, Dealer must pay Company $1500 as liquidated damages for each end-user customer that Dealer or its Affiliate activates on Competitive Service, as determined by Company. Acceptance by Company of liquidated damages under this provision does not limit Company’s right to seek any other appropriate remedies under this Agreement, including without limitation termination of this Agreement.

5. COMPANY’S RESPONSIBILITIES.

5.1 Service. Company will provide Service to Subscribers subject to regulatory and legal approvals, and based on Company’s own guidelines and standards for the provision of Service, which Company may change from time to time at its sole discretion.

5.2 Training. Company will make sufficient training available to Dealer for it to properly offer and sell products and services under this Agreement, in Company’s sole discretion.

5.3 Marketing Support. Company will promote and advertise its Service and provide promotional literature from time to time as Company considers appropriate.

5.4 Compliance with Laws. Company will comply with all local, state, and federal laws applicable to Company’s business under this Agreement.

5.5 Reporting. Company will provide information and reporting related to Dealer’s business conducted under this Agreement as Company considers appropriate based on Company’s systems and capabilities.

6. COMPENSATION.

6.1 Compensation Schedule. Subject to the terms and conditions of this Agreement, Dealer will earn from Company the compensation set forth in the attached Schedule 2 - Compensation Schedule . The Compensation Schedule specifies the complete amount owed to Dealer for Dealer’s performance of services and its compliance with obligations under this Agreement.

6.2 Modifications. Company may modify the terms and conditions or the payment amounts of every type of compensation listed in the Compensation Schedule in any way with at least 30 days advance written notice to Dealer, including without limitation any Subscriber Management Fees that may be offered in the Compensation Schedule. Company may, without advance notice to Dealer, stop offering any Service plans, or may introduce new or revised Service plans and new services with different compensation than what is set forth in the Compensation Schedule.

6.3 Offset/Recoupment. Company or its affiliates may, at any time, offset and recoup against any and all amounts owed to Dealer or its Affiliates any amounts owed by Dealer or its Affiliates to Company, including but not limited to amounts owed or to be owed under this Agreement, or any other agreement, and any costs or damages incurred by Company and indemnified by Dealer.

6.4 Compensation Net of Chargebacks. All compensation earned by Dealer under this Agreement for a Subscriber must be paid back to Company if the Subscriber deactivates from Service or other changes to Service occur that constitute a Chargeback as defined in the Compensation Schedule. The time period in which a Chargeback applies is called the Chargeback Period, which is also defined in the Compensation Schedule. Any compensation generated by Dealer under this Agreement is not owed by Company to Dealer until after Dealer’s Chargebacks have been deducted.

7. EQUIPMENT.

7.1 Certified Equipment. Dealer may only sell or lease to Subscribers models of Equipment and SIMs that are fully compatible with Company’s Service and that are certified by Company. Dealer must not recommend, sell, or furnish any equipment or accessories disapproved by Company or the FCC for any reason, including without limitation for failure to meet reasonable technical, security, or reliability standards. Equipment sold by Company meets all standards required under this Agreement. Company may require or prohibit the use of certain Equipment with selected rate plans or in certain geographic areas, at Company’s sole discretion.

7.2 Credit Approval/Limitations on Equipment Sales. Dealer must apply for credit approval in order to purchase Equipment from Company other than on a cash delivery basis, and may be required to sign security agreements, financing statements, and related documents in seeking credit approval. Company may accept or reject Dealer’s credit application and may reevaluate Dealer’s credit status and limit or eliminate Dealer’s credit purchases at Company’s sole discretion at any time. Company may not sell Equipment to Dealer at certain times for various reasons, including, but not limited to, exhaustion of Equipment supplies, manufacturing shortages, supply disruptions, legal prohibitions, or technological obsolescence.

7.3 Dealer Purchase of Equipment.

7.3.1 All Equipment sold by Company to Dealer is sold at prices established by Company from time to time and under the terms and conditions of this Agreement. Company reserves the right to only make certain models of Equipment available for purchase by Dealer. All purchases must be made by Dealer in the form of a written purchase order that must be placed with Company, subject to acceptance by Company. The terms and conditions appearing on the purchase order form and made a part of this Agreement are limited to the following information, which is necessary to assure prompt processing: (a) Company’s invoice number; (b) delivery information; (c) Company’s shipping charges (if applicable); (d) description; (e) quantity (within applicable limits); (f) applicable sales tax; (g) Company’s price of each item and final total cost; and (h) signed purchase authorization. Any additional terms or terms inconsistent with this Agreement contained in the purchase order are deleted and are of no effect.

7.3.2 Delivery of Equipment is made to Dealer’s designated delivery point. Company may charge delivery costs at its discretion to cover its expenses. Title and risk of loss of Equipment pass to Dealer when the Equipment is shipped from the dock of either Company or its supplier.

7.3.3 Payment for Equipment sold on credit to Dealer is due 30 days from the date of invoice. Dealer must pay the full invoiced amount without deductions. If Company agrees that any disputed invoice is incorrect, Company will submit another invoice for the corrected amount.

7.3.4 If any amount payable by Dealer to Company becomes past due, in addition to other remedies for breach including but not limited to the immediate termination of this Agreement, Company may elect one or more of the following: (a) require Dealer to pay its account in full; (b) exercise Company’s right of offset to collect any money owed by Dealer; (c) require Dealer to deposit with Company an irrevocable commercial letter of credit, cash, or other form of security, in form and content acceptable to Company; or (d) require Dealer to pay interest charges of 1.5 percent per month, or the maximum rate allowed by law, whichever is lower, on the outstanding balance due.

7.4 Manufacturer’s Warranty. Dealer must make the manufacturer’s limited warranty statement for Equipment readily available to its customers at the time of sale. Dealer must not make any warranty representations that are in addition to the statements in the manufacturer’s limited warranty.

7.5 Disclaimer of Warranty by Company. Except for the warranty of title, which is provided by Company with Equipment purchased under this Agreement, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY OF FITNESS OR QUALITY.

7.6 Limitation of Liability for Equipment. COMPANY IS NOT LIABLE TO DEALER FOR LOST PROFITS OR REVENUES, WHETHER PRESENT OR PROSPECTIVE, FOR LOSS OF TIME OR BUSINESS REPUTATION, INCONVENIENCE, LOSS OF USE OF ANY EQUIPMENT, PROPERTY DAMAGE, OR FOR ANY OTHER INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE CAUSED BY ANY EQUIPMENT OR ITS FAILURE TO WORK. THESE LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION IN ANY WAY RELATED TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ALLEGED BREACH OF WARRANTY, BREACH OF CONTRACT, PATENT OR COPYRIGHT INFRINGEMENT, OR TORT, WHETHER IN NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. IN THE EVENT OF ANY LIABILITY OF COMPANY TO DEALER RELATED TO EQUIPMENT SOLD UNDER THIS AGREEMENT, THIS LIABILITY IS LIMITED TO THE LESSER OF (a) DEALER’S PROVEN DIRECT DAMAGES, OR (b) THE PURCHASE PRICE OF THE EQUIPMENT WITH RESPECT TO WHICH THE ALLEGED LOSSES OR DAMAGES ARE CLAIMED.

7.7 Transshipment. Dealer must sell Equipment and SIMs purchased from Company or bearing Company’s Marks to individuals or businesses that it reasonably believes are the actual end users of this Equipment for activation to Service within the Area. Dealer must not sell or ship these SIMs or Equipment to any location outside of the Area, directly or indirectly. Dealer must comply with all Dealer Policies regarding transshipment and inactivated Equipment levels. If Company determines that Dealer has engaged in transshipment, this Agreement may be terminated immediately and Dealer must pay for losses suffered by Company.

7.8 Equipment Pricing/Returns. All prices for sale of Equipment and accessories by Dealer to Subscribers must be established solely by Dealer. Dealer must abide by Company’s Equipment return policies relative to Subscribers and to Dealer, as set forth in the Dealer Policies.

8. DEALER POLICIES.

8.1 Compliance with Dealer Policies. Dealer must comply with all policies governing the conduct of Dealer's business under this Agreement reasonably prescribed from time to time by Company. All policies issued by Company under this Agreement are incorporated by reference in this Agreement in their entirety (“Dealer Policies”). Dealer’s failure to comply with these Dealer Policies constitutes a material breach of this Agreement and may subject Dealer to monetary penalties that are specifically outlined in the Dealer Policies, forfeiture of Dealer’s right to sell certain products or services, termination of this Agreement, or other remedies identified in the Dealer Policies. Company will send written notice to Dealer of any new Dealer Policies issued by Company or of any changes to existing Dealer Policies. In addition, Dealer must comply with other operational manuals, procedural guides, or information statements that Company may issue from time to time.

8.2 Distribution of Other Products and Services. Company may, in its sole discretion, offer Dealer the opportunity to distribute other products and services under the terms and conditions of this Agreement through a Dealer Policy. If Dealer chooses to participate in distributing other products and services, it must comply with any additional terms and conditions set forth in the relevant Dealer Policies.

9.1 Use of Marks. During the term of this Agreement, Company authorizes Dealer to be an Authorized Dealer of Company and to use its trademarks, service marks, trade names, logos, or similar markings that Company owns or is licensed to use (“Marks”) subject to the limitations contained in this Agreement, including the Dealer Policies. Company will publish a list of authorized Marks that Dealer is licensed to use on a nonexclusive basis and the words identifying or qualifying Dealer’s relationship to Company, all of which Company may change from time to time. Dealer must indicate that Company is the provider of the Service in its advertising, and may use the authorized Marks in its advertising. Dealer must not use the Marks for any other purpose without the express prior written consent of Company.

9.2 No Transfer of Rights. This Agreement does not transfer any rights to use any Marks (except to the limited extent expressly set forth in this Agreement) and does not confer any goodwill or other interest in the Marks. All Marks and the great value of the associated goodwill are the exclusive property of Company. All displays, banners, signs, and other similar tangible property bearing Company’s name or Marks are the sole property of Company. Dealer must not challenge Company's ownership of the Marks in any way. Company transfers no rights and grants no licenses, express or implied, under any patents or other intellectual property owned or licensed by Company.

9.3 Unauthorized Use. Any unauthorized use of the Marks by Dealer or its Affiliates or agents constitutes infringement of Company's rights and a material breach of this Agreement. Upon demand by Company or upon termination of this Agreement for any reason, Dealer must immediately discontinue use of all Marks. In this event, Dealer must promptly return all signage and other materials bearing Company’s name, or allow Company to enter Dealer’s premises to remove these materials upon 5 business days advance notice. If landlord or governmental approval is required to remove any signage, Dealer must take reasonable action to assist Company’s efforts to obtain these approvals. Dealer must cooperate with Company’s efforts to protect its Marks and other intellectual property.

9.4 Advertising. Dealer is under no obligation to conduct any type of advertising. If Dealer chooses to advertise, however, Dealer must conform to the highest ethical standards for advertising, take all reasonable steps to make sure that its advertising materials are factually correct, comply with all applicable laws, and correctly use the Marks. Company may require that Dealer’s marketing and advertising materials be submitted to Company for review before being used, as set forth in the Dealer Policies.

10. TERM AND TERMINATION.

10.1 Term. This Agreement will automatically renew for successive one-year periods under the same terms and conditions as are in effect at the time of the renewal. Either party may terminate this Agreement if it gives written notice to the other party of its intention to terminate this Agreement at least 60 days before the expiration of the then current term.

10.2 Termination for Cause with Cure Period. Subject to the provisions contained in section 10.3, either party may terminate this Agreement by written notice to the other party if the other party breaches any material provision of this Agreement. In the event of a breach, the allegedly breaching party must be provided with written notice of any violation of this Agreement and offered 30 days to cure this violation after receiving this notice. If the breach is not cured by the end of the 30-day period, then any previously delivered termination notice becomes effective without further notice.

10.3 Termination for Cause Immediately Upon Written Notice. Despite the above, a breach by Dealer of any part of sections 2.6.2, 3.2, 4.1, 4.2, 4.3, 4.4, 4.7, or 9 of this Agreement is not subject to cure and, accordingly, any such breach gives Company the right to terminate this Agreement immediately upon written notice to Dealer. Either party may also terminate this Agreement immediately upon written notice to the other party if the FCC or any other regulatory agency promulgates any regulation or order that prohibits or substantially impedes either party from fulfilling its obligations, or if the other party: (a) becomes financially insolvent; (b) makes an assignment for the benefit of creditors; (c) has an Order for Relief under the United States Bankruptcy Code entered by any federal court against it; or (d) has a trustee or receiver of any substantial part of its assets appointed by any court. Company may terminate this Agreement immediately upon written notice if for any reason Company is no longer authorized to provide Service within the Area, if Dealer is found to have made a material misrepresentation or omission to Company during the application process, or if Dealer is found to have engaged in fraudulent or illegal conduct that either harms Company or that is likely in Company’s sole discretion to adversely affect Company’s reputation or goodwill.

10.4 Termination Without Cause. Either party may terminate this Agreement in its entirety, without cause, with 90 days prior written notice to the other party. Either party may also terminate this Agreement with respect to any individual market or markets listed on Schedule 1, without cause, with 90 days prior written notice to the other party.

10.5 Termination Reserve/Payment of Chargebacks. Upon any notice of termination of this Agreement, or notice of termination of Dealer’s authorization to operate in any market, or if Company determines in its sole discretion that Dealer is likely to stop doing business in any market, Company may withhold a reserve from any money owed to Dealer that may be used to satisfy any obligations owed or to be owed by Dealer to Company, including but not limited to, anticipated Chargebacks after the termination of this Agreement or after Dealer stops doing business. Accordingly, Company may hold a reserve in the amount of the approximate value of Dealer’s Chargebacks over the previous 180 days, adjusted for the amount Company expects Dealer to owe, in Company’s sole discretion. Any remaining balance in the reserve 180 days after the termination date will be promptly paid to Dealer. Despite any reserve, if Dealer still owes Company money for Dealer’s post-termination Chargebacks, then Dealer must pay the remaining balance of the Chargebacks to Company within 30 days of written request.

10.6 Obligations of Dealer Upon Termination. Upon the termination of this Agreement, Dealer must: (a) discontinue the use of all Marks, and any similar trade names, service marks, trademarks, signs, or designs, and must return to Company all materials containing any Mark or otherwise identifying or relating to Company's business; (b) cease representing itself in any fashion as a Dealer or representative of Company; (c) return to Company or destroy those documents, records, or other materials (including all copies, either photocopies or electronic copies) that were provided to Dealer by Company or that contain any Confidential Information, including without limitation all information related to Subscribers and all CPNI; and (d) not solicit Subscribers for one year in accordance with the non-solicitation provision of this Agreement.

10.7 No Compensation. Upon termination of this Agreement, Dealer’s right to all forms of compensation under this Agreement ends, including without limitation any Subscriber Management Fees. Similarly, upon termination of Dealer’s authorization to operate in any individual market, Dealer’s right to all compensation under this Agreement related to that market ends, including without limitation any Subscriber Management Fees. However, if under the relevant Compensation Schedule, Dealer is eligible for commission for a Subscriber activation before the termination date of this Agreement and that Subscriber remains active through the relevant Chargeback Period after the termination of the Agreement, then Dealer earns its one-time commission for that Subscriber.

11. DISPUTES.

11.1 Notification and Limitation of Actions. Dealer must notify Company in writing of any controversy or claim it may have regarding this Agreement or its relationship with Company within 120 days of the date Dealer became aware or should have become aware of this grievance or dispute. If Dealer fails to notify Company of the controversy or claim within 120 days, then Company is not liable to Dealer for any loss or injury relating to that controversy or claim. The failure by Dealer to timely notify Company of any grievance or dispute is an absolute bar to the institution of any proceedings that may have been based upon this grievance or dispute.

11.2 Mandatory Pre-arbitration Dispute Resolution Procedures. If a controversy or claim arises out of or related to this Agreement, the dispute resolution procedures in this section are required before either party may initiate arbitration. Either party must request to meet the other party within 14 days, at a mutually agreed time. A representative of Dealer and of Company who are empowered to resolve the matter will meet at least once and will attempt in good faith to resolve the matter. If the matter has not been resolved within 21 days of their first meeting, the matter then becomes the responsibility of a senior executive of each party who has authority to settle the dispute. The parties must promptly prepare and exchange memoranda stating all of the disputed issues and their positions on these issues, an estimate of the amount of direct losses suffered and of the amount of damages claimed, a summary of the negotiations that have taken place, and attaching relevant documents. A senior executive of Company and Dealer will meet for negotiations within 14 days after the end of the 21-day period referred to above at a mutually agreed time. The first meeting of senior executives should be held at the offices of the party receiving the request to meet, and future meetings will rotate between the offices of Dealer and Company.

11.3 Arbitration of Disputes.

11.3.1 Arbitration Clause. If the matter has not been resolved under the mandatory dispute resolution procedures above, then, except as stated in section 11.3.4 of this Agreement, all claims (including counterclaims and cross-claims and also including claims based on tort or other legal theories) and disputes between Dealer and Company must be resolved by submission to binding arbitration. The parties understand that they are waiving all right to a jury trial, even if this arbitration clause is found to be inapplicable or invalid, in which case a judge must decide the dispute. The parties must submit any disputes to the American Arbitration Association (“AAA”) nearest to Dealer within the Area to be decided under the then current AAA commercial arbitration rules, as modified by this Agreement. In the event that AAA declines to administer this arbitration, the parties will then mutually agree upon another qualified arbitration institution. The arbitration must be conducted by 3 arbitrators. The nature and outcome of any arbitration under this Agreement is Confidential Information.

11.3.2 Limitations of Actions. All claims and disputes covered by this provision must be submitted to arbitration by initiating the arbitration no later than 180 days after the aggrieved party became aware or should have become aware that the act or omission giving rise to the claim or dispute occurred, except for the failure to pay invoices for equipment purchased by Dealer from Company. The failure to initiate arbitration within this period is an absolute bar to the institution of any proceedings based on such act or omission. The aggrieved party must initiate arbitration under this provision by sending written notice of an intention to arbitrate to all parties. The notice must contain a description of the dispute, the amount involved, and the remedy sought. Notwithstanding any other limitations set forth in this Agreement, either party is entitled to assert counterclaims within 30 days from the date that it receives notice of any claim asserted against it.

11.3.3 Procedures and Discovery. A prehearing conference must take place to reach agreement on procedural matters, arrange for the exchange of information, obtain stipulations, schedule the arbitration hearing, and attempt to narrow the issues. In order to expedite the arbitration proceedings, the parties agree to place the following limitations on discovery:

(i)	Each party may propound only 10 interrogatories (each subpart counting as one interrogatory) to each other party;

(ii)	The parties may serve document requests. Responsive documents are to be exchanged no later than 45 days after service of the request;

(iii)

Each party may depose up to 8 witnesses of each other party (including current and former employees and officers) and up to two non-party witnesses per each adverse party. Any party deposing an opponent's expert witness must pay the expert's fee for attending the deposition; and

(iv)	Parties may conduct additional discovery beyond the limitations of these express rules only by written stipulation or express permission from the arbitrator upon a showing of good cause.

11.3.4 Right to Seek Injunction. Despite anything to the contrary in this arbitration provision, either party may bring court proceedings to seek an injunction or other equitable relief to enforce any right or obligation under this Agreement. To obtain injunctive or other equitable relief, neither party is required to post a bond, but if required by law or by the court, both parties consent to a bond in the lowest amount permitted by law.

11.3.5 Enforcement of Award. This Agreement provides no greater right of review than that which is conferred under applicable state and federal law. The award of the arbitrator may be confirmed or enforced in any court having jurisdiction under the enforcement provisions of the Federal Arbitration Act.

11.3.6 Fees. Arbitrator’s fees are split equally between the parties unless the arbitrator rules otherwise at the conclusion of the arbitration or this allocation is prohibited as a matter of law. If a party defaults on its obligation to pay, the non-defaulting party has the option to either: (a) make the missed payments and recover them at the conclusion of the arbitration regardless of who prevails, or (b) forego the use of the arbitration process and bring its claim to a court having jurisdiction. If the non-defaulting party brings its claim to a court having jurisdiction, then any statutory or contractual limitations period is tolled from the time that the arbitration was initiated until the matter is officially closed.

12. MISCELLANEOUS.

12.1 Governing Law. Except to the extent governed by federal laws or regulations that preempt state law, the entire relationship of the parties based on this Agreement is governed by the substantive laws of the State of Georgia, without reference to its choice of law rules.

12.2 Cumulative Rights/Waivers. The rights of the parties under this Agreement are cumulative and not exclusive of any other rights or remedies. Either party’s waiver of any right or remedy under this Agreement does not constitute a waiver of that same right or remedy or of any other right or remedy on a future occasion.

12.3 Events Beyond a Party’s Control. Neither party is liable for loss or damage or is in breach of this Agreement if its failure to perform its obligations results from: (a) compliance with any law, order, regulation, or requirement of any federal, state, or local government, or any court of competent jurisdiction; (b) acts of God; or (c) fires, strikes, embargoes, war, terrorism, insurrection, riot, and other causes beyond the reasonable control of the party. Any delay resulting from any of these causes extends performance accordingly or excuses performance, in whole or in part, as may be reasonable.

12.4 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter of the Agreement. There are no other oral or written understandings or agreements between Company and Dealer relating to the subject matter of this Agreement, and this Agreement supersedes all prior negotiations, communications, agreements, and addenda between the parties with respect to the subject matter of this Agreement, but any releases or post-termination covenants are not superseded. Nothing in this Agreement is intended or should confer any rights or remedies upon any person or entity not a party to this Agreement.

12.5 Modification. This Agreement may only be amended or superseded by written agreement signed by authorized representatives of both parties, unless expressly permitted under the terms of this Agreement. Each written modification is effective only in the specific instance and for the specific purpose for which it was given. No course of dealing, course of performance, or usage of trade may be invoked to modify the terms and conditions of this Agreement. No other understandings or representations, whether oral or in writing, may amend or supersede this Agreement.

12.6 Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the other party's prior written consent, except that: (a) Company may fully assign its rights and duties under this Agreement to any affiliate, successor, or to any entity or person in connection with a merger or consolidation of Company or with a sale of all or any portion of the assets or business of Company; and (b) Dealer may grant to an institutional lender as collateral for a loan or other credit facility a security interest in the other moneys payable to Dealer under this Agreement subject to the offset rights of Company provided in this Agreement and in any other agreement between Company and Dealer. Any material change of ownership or control of the legal entity of Dealer, whether voluntary or involuntary, constitutes an assignment of this Agreement. Any assignment by Dealer in violation of this section immediately renders this Agreement null and void and conveys no rights or interest.

12.7 Survival. The terms, provisions, representations, and warranties contained in this Agreement that by their sense, context, or express language are intended to survive do survive the termination of this Agreement. The parties must fulfill all surviving obligations in a timely manner, and these obligations are binding upon each party’s respective successors and assigns. Regarding compensation to Dealer, no compensation, including without limitation Subscriber Management Fees, or other compensation related to Dealer’s base of Subscribers under this Agreement or any amendment, survives the termination of this Agreement. The only compensation items that survive are: (a) Company’s obligation to pay Dealer a one-time commission under the Compensation Schedule for a Subscriber who was activated before the termination of this Agreement and who remains on Service beyond the Chargeback Period; (b) Company’s right to Chargeback Dealer under the relevant Compensation Schedule after termination, and Dealer’ obligation to pay Company for these Chargebacks; and (c) Company’s right of Offset/Recoupment.

12.8 Severability. A determination by a court or arbitrator of competent jurisdiction that any provision of this Agreement or any part of it is unenforceable does not cancel or invalidate the remainder of that provision or of this Agreement, which remain in full force and effect and must be construed to carry out the intent of the parties.

12.9 Indemnity. Dealer and Company must defend and indemnify the other party and its affiliates, parents, subsidiaries, and their employees and agents from all liability, damages, punitive damages, fines, expenses, including reasonable attorneys' fees and disbursements, claims, demands, or suits arising from their breach of this Agreement or non-compliance with law, their negligent, willful, or fraudulent acts, or for their failure to act, with respect to the performance of each party’s obligations under this Agreement, including, without limitation, any allegedly unauthorized use of a trademark, patent, copyright, process, method, or device, false or misleading advertising, or bodily injury, death, or damage to property to the extent occasioned by the acts or omissions of the indemnifying party or its affiliates, employees, or agents. Prompt written notice must be provided to the indemnifying party of any claim for indemnity. Each party may conduct its own defense of any claim in which it is named as a defendant without diminishing its indemnity rights. This indemnity provision only applies to claims or liability from third parties and not to claims between the parties. Each party is only responsible for any losses or damages proximately caused by it. The Limitation of Liability provisions of this Agreement do not limit recovery under this Indemnity clause.

12.10 Limitation of Liability. EXCEPT TO THE EXTENT OTHERWISE PROVIDED UNDER THE INDEMNITY PROVISION, NEITHER COMPANY NOR DEALER IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES, AS A RESULT OF ANY DEFAULT OR BREACH OF THIS AGREEMENT OR THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT OR ANY OTHER EVENT, CONDUCT, ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE. THIS LIMITATION OF LIABILITY IS MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY.

12.11 Notices. All notices, requests, demands, and other communications under this Agreement, must be in writing and are considered given if delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight carrier to the current address for official notices under this Agreement. The official addresses for notices of this Agreement may be changed by written notice to the other party in accordance with this section. However, Company’s notices regarding Dealer Policies and compensation changes may also be delivered by facsimile, electronic means, or by U.S. Mail.

SCHEDULE 1

Area & Approved Retail Locations

(List only one Company market per page of Schedule 1)

Schedule 1 - The Carolinas

Effective Date: 9/1/2005

A. The market named above is comprised of the following locations:

Market ID Market No. Band Market Name

MTA006 6 B9 SC, NC

B. Approved Retail Locations (in the Company market named above):

Approved Retail Locations :

1. WS38

140-J Airport Road

Arden NC 28704

(828) 684-7644

(828) 684-4802

mcfeeture24@aol.com

2. WS57

1630 Spartanburg Highway

Hendersonville NC 28792

(828) 696-1922

(828) 698-2905

Folded_warrior@yahoo.com

3. WS73

600 North Main Street

Hendersonville NC 28792

(828) 699-5337

Tadd.Ayers@CyberCynergy.com

SCHEDULE 2/EXHIBIT C

COMPENSATION SCHEDULE - EXCLUSIVE

Effective Date: On or after September 1, 2005

As of September 1, 2005, this Compensation Schedule replaces and supersedes any prepaid, hybrid, or data addendum to the Agency Agreement, as well as your existing Exhibit C or Schedule 2, unless expressly stated in this Compensation Schedule.

1. Definitions.

1.1 Activation Date: The date on which Company begins to provide the applicable Service to any Authorized Subscriber.

1.2 Authorized Feature: All published features that are generally available within the relevant market in the Area. Any data Authorized Rate Plan, if newly activated together on the same Company SIM with a voice Authorized Rate Plan by the same Authorized GSM Subscriber or Authorized Upgrade Subscriber constitutes an Authorized Feature.

1.3 Authorized Rate Plan: Only the post-paid voice and data rate plans listed on Company’s current point of sale rate plan collateral in each market within the Area. Authorized Rate Plans do not include Cingular GoPhone Rate Plans, Authorized Features (including data rate plans that constitute Authorized Features), demonstration plans or other dealer employee plans, and rate plans determined by Company under this Agreement to be non-authorized rate plans.

1.4 Authorized Subscriber: All variations of Authorized Subscribers defined in this Compensation Schedule.

1.5 Cingular GoPhone Rate Plan: All of the published GoPhone branded rate plans (prepaid/hybrid rate plans initially launched in April 2005) that are generally available within each market in the Area, including without limitation, GoPhone “Pay As You Go” and GoPhone “Pick Your Plan” rate plans. Authorized Subscribers activated on these Cingular GoPhone Rate Plans do not count towards Dealer’s activation totals for compliance or compensation purposes, including without limitation any activation quota of Authorized Subscribers and any SMF or volume bonus, unless expressly stated in writing by Company. Dealer is not permitted to sell any prepackaged GoPhone branded equipment under this Agreement and will not be compensated for activations if selling this equipment.

1.6 Authorized GSM Subscriber: An individual or entity who meets the following conditions:

(a)	who places an order through Dealer for Service on an Authorized Rate Plan (either voice or data) within the Area;

(b)	for whom Dealer has activated a Company SIM together with certified GSM Equipment;

(c) for whom Service is activated on an Authorized Rate Plan, and is not deactivated before the end of the calendar month in which the Service was activated; and

(d) who has not been active on an Authorized Rate Plan at any time within 180 days before this Subscriber’s Activation Date, except if it qualifies as a reactivation under this Compensation Schedule. When an individual or entity places more than one order and each order is assigned to a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized GSM Subscriber.

1.7 Authorized Upgrade Subscriber: An individual or entity who meets the following conditions:

(a) a current Subscriber to any post-paid Company rate plan who meets Company’s current upgrade eligibility requirements;

(b) who Dealer supplies with new certified GSM Equipment;

(c) for whom Dealer renews the term of Subscriber’s contract with Company for at least one additional year on an Authorized Rate Plan, with the express consent of the Subscriber;

(d) for whom Dealer complies with Company’s current upgrade eligibility requirements; and

(e) when an individual or entity places more than one order and each order is assigned a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized Upgrade Subscriber.

1.8 Authorized Feature Subscriber: An individual or entity who meets the following conditions:

(a)	who is an active post-paid Subscriber of Company, or is currently activating an Authorized Rate Plan;

(b)	who places an order through Dealer for an Authorized Feature;

(c)	who is obligated to pay for the Authorized Feature in addition to the Subscriber’s Authorized Rate Plan;

(d)	for whom an Authorized Feature is activated and has not been deactivated before the end of the calendar month in which the Authorized Feature was activated; and

(e)	when an individual or entity places more than one order for the same Authorized Feature and each order is assigned to a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized Feature Subscriber.

1.9 Authorized GoPhone “Pay As You Go” Subscriber: An individual or entity who meets the following conditions:

(a) who places an order for Service on a GoPhone “Pay As You Go” rate plan on certified GSM Equipment;

(b) for whom Service is activated on a GoPhone “Pay As You Go” rate plan and airtime is added to the account; and

(c) who has not been active on a GoPhone “Pay As You Go” rate plan at any time within 180 days before this Subscriber’s Activation Date. When an

individual or entity activates more than one Company SIM (for different wireless service numbers), each order is treated as a separate Authorized

GoPhone “Pay As You Go” Subscriber.

1. 10 Authorized GoPhone “Pick Your Plan” Subscriber: An individual or entity who meets the following conditions:

(a) who places an order for Service on a GoPhone “Pick Your Plan” rate plan on certified GSM Equipment;

(b) who makes the initial Service payment in full;

(c) for whom Service is activated on a GoPhone “Pick Your Plan” rate plan, and that is not deactivated before the end of the calendar month in which the Service was activated; and

(d) who has not been active on a GoPhone “Pick Your Plan” rate plan at any time within 180 days before this Subscriber’s Activation Date. When an individual or entity activates more than one Company SIM (for different wireless service numbers), each order is treated as a separate Authorized GoPhone “Pick Your Plan” Subscriber.

1.11 The following terms used in this Compensation Schedule have the corresponding meanings under the Agency Agreement: “ Dealer ” means “AGENT,” “ Service ” means “WCS,” and “ Company ” means “CINGULAR.” Subscriber means any customer of Service.

2. Compensation.

2.1 Compensation Schedules. Dealer earns the compensation set forth in Schedule 2.1/Exhibit C-1 for each Authorized Subscriber. If an Authorized GSM Subscriber activates only one Authorized Rate Plan per Company SIM, then that rate plan (voice or data) constitutes the primary Authorized Rate Plan. Dealer earns no compensation for activations on non-authorized rate plans.

2.2 Compensation for Combined Voice and Data Subscribers. If an Authorized GSM Subscriber activates voice and data rate plans together on the same Company SIM, then the voice Authorized Rate Plan constitutes the primary Authorized Rate Plan, which is compensated as an Authorized GSM Subscriber. The activation of the data Authorized Rate Plan does not constitute a separate Authorized GSM Subscriber and is compensated as an Authorized Feature Subscriber. If an Authorized Upgrade Subscriber upgrades existing voice and data rate plans on the same Company SIM, then the voice Authorized Rate Plan determines Dealer’s compensation, and no compensation is earned for the upgrade of the data rate plan.

2.3 Adding a Voice Authorized Rate Plan Within the Chargeback Period. If a Subscriber or an Authorized Upgrade Subscriber is using a data Authorized Rate Plan as a stand-alone plan (not combined with a voice plan on the same Company SIM), and if this Subscriber adds a voice plan to the same Company SIM within the Chargeback Period, then:

(i)

the voice plan becomes the primary Authorized Rate Plan of the Authorized GSM Subscriber (subject to the Rate Plan change provision under Section 5 below); and

(ii)

the data Authorized Rate Plan deactivates and becomes an Authorized Feature eligible for compensation as an Authorized Feature Subscriber.

2.4 Adding a Voice Authorized Rate Plan After the Chargeback Period. If a Subscriber or an Authorized Upgrade Subscriber is using a data uthorized Rate Plan as a stand-alone plan (not combined with a voice plan on the same Company SIM), and if this Subscriber adds a voice plan to the same Company SIM after the Chargeback Period has expired, then:

(i)

the voice plan becomes the primary Authorized Rate Plan, but is not eligible for compensation; and

(ii)

the data Authorized Rate Plan becomes an Authorized Feature eligible for compensation as a Authorized Feature Subscriber.

2.5 Compensation Terms. Each Approved Retail Location/Dealer location may be assigned a unique dealer code under which all Authorized Subscribers from that specific physical location must be activated to be eligible for compensation. Company will direct compensation to the Dealer that actually performs the activation based on the dealer code that is used during activation. All compensation will be paid or credited to Dealer by Company within 45 days of the end of the calendar month during which the activation occurred.

3. Chargebacks.

3.1 Chargebacks for Authorized Subscribers Starting September 1, 2005. If any Authorized Subscriber (activated starting September 1, 2005) for which Dealer earned compensation under this Agreement deactivates, is deactivated, or changes to a rate plan that constitutes a deactivation as defined below, then Dealer must refund to Company all compensation earned by Dealer in any manner under this Agreement with respect to this former Subscriber (“ Chargeback ”). However, once earned, SMF is not subject to Chargeback. The Chargeback amount may be less than 100% if specifically stated in this Compensation Schedule. Subscriber suspensions will not trigger a Chargeback. The “ Chargeback Period ” or “ Vesting Period ” means the 180-day period beginning on the appropriate Activation Date where compensation is subject to Chargeback, except that any day or part of a day where a Subscriber is suspended does not count toward the Chargeback Period (and therefore will extend the Chargeback Period). Company will calculate all Chargeback amounts in its sole and absolute discretion and will automatically offset amounts owed to Dealer with amounts owed to Company under this Chargeback provision.

3.2 Rate Plan Changes as Deactivations Starting September 1, 2005. If conducted within the Chargeback Period, the following rate plan changes by any Authorized Subscriber (activated starting September 1, 2005) will constitute “deactivations” and will trigger a Chargeback:

(i) to a Cingular GoPhone Rate Plan from an Authorized Rate Plan;

(ii) to an Authorized Rate Plan from a Cingular GoPhone Rate Plan;

(iii)

to a GoPhone “Pay As You Go” rate plan from a GoPhone “Pick Your Plan” rate plan; and

(iv)

to a GoPhone “Pick Your Plan” rate plan from a GoPhone “Pay As You Go” rate plan.

3.3 Combined Voice and Data Subscribers Starting September 1, 2005. For all Authorized GSM Subscribers (activated starting September 1, 2005), if the primary Authorized Rate Plan of an Authorized GSM Subscriber is deactivated within the Chargeback Period, but the data Authorized Rate Plan remains active, then the data Authorized Rate Plan becomes the primary Authorized Rate Plan for this Authorized GSM Subscriber (subject to the Rate Plan change provision under Section 5 below), and any Authorized Feature Subscriber compensation originally earned by Dealer for the data Authorized Rate Plan is subject to Chargeback. Separately, if the data Authorized Rate Plan of an Authorized GSM Subscriber is deactivated within the Chargeback Period, but the primary Authorized Rate Plan remains active, then any Authorized Feature Subscriber compensation originally earned by Dealer for the data Authorized Rate Plan is subject to Chargeback.

3.4 Chargebacks for Subscribers Activated Before September 1, 2005. Chargebacks for all activations that occurred before September 1, 2005 and that generated a commission from Company will be calculated and performed separately by Company, and there will be no change in how these chargebacks were handled from Dealer’s previous compensation Exhibit or Schedule, as applicable. Specifically, for all Dealers under an Agency Agreement with Company, the chargeback terms and conditions regarding the Vesting Period for all qualified Subscribers originally activated under the previously effective Exhibit C are in accordance with the Agency Agreement and that previously effective Exhibit C. For all Dealers under a former AT&T Wireless Dealer Agreement, the Chargeback terms and conditions for all Authorized Subscribers activated under a previously effective Schedule 2 are in accordance with that previously effective Schedule 2.

4. Reactivation Within Chargeback Period.

4.1 Newly Acquired Reactivation. If any Authorized GSM Subscriber (not originally activated by Dealer) is deactivated within that Subscriber’s Chargeback Period, and then reactivated with the same mobile number by Dealer back to an Authorized Rate Plan, this reactivated Subscriber is considered a new Subscriber for purposes of qualifying as an Authorized GSM Subscriber. However, a reactivated Authorized GSM Subscriber is not added to Dealer’s Eligible Subscriber Base for SMF purposes.

4.2 Reactivation by Same Dealer. If an Authorized GSM Subscriber of Dealer is activated on or after September 1, 2005 and is deactivated within that Subscriber’s Chargeback Period, and then reactivated with the same mobile number by Dealer back to an Authorized Rate Plan, this reactivated Subscriber is considered a new Subscriber for purposes of qualifying as an Authorized GSM Subscriber. However, for Chargeback purposes, the Subscriber’s original Activation Date remains unchanged. If an Authorized GSM Subscriber of Dealer is activated before September 1, 2005 and is deactivated within that Subscriber’s Chargeback Period, and then reactivated with the same mobile number by Dealer back to an Authorized Rate Plan, Dealer earns the reconnect/reactivation compensation under the previously effective compensation Exhibit or Schedule, and the original Activation Date remains unchanged.

5. Rate Plan Changes.

5.1 Activations Starting September 1, 2005. If, within the Chargeback Period, an Authorized GSM Subscriber (activated starting September 1, 2005) changes Service to another Authorized Rate Plan, within the same market for which a different amount of compensation is earned under this Compensation Schedule, Company will automatically make the appropriate monetary adjustment to the amount of compensation paid or credited to Dealer for that Authorized GSM Subscriber. If, within the Chargeback Period, the primary Authorized Rate Plan of an Authorized GSM Subscriber (activated starting on September 1, 2005) is deactivated but the data Authorized Rate Plan remains active, this event will constitute a rate plan change under this section where the data Authorized Rate Plan will change to the primary Authorized Rate Plan.

5.2 Activations Before September 1, 2005. Rate plan changes for all Subscribers that were activated before September 1, 2005 and are within the Chargeback Period/Vesting Period will be calculated and performed separately by Company, and there will be no change in how these rate plan changes were handled from Dealer’s previous compensation Exhibit or Schedule.

6. Service Transfers from Market to Market.

6.1 Activations Starting September 1, 2005. For Authorized Subscribers (activated starting September 1, 2005), if the Authorized Subscriber processes the Service transfer from one Company market to another Company market through Company’s relocation center, then no Chargeback will occur. However, if the Authorized Subscriber does not follow Company’s relocation process, a Chargeback will occur if the Service transfer is within the Chargeback Period. In all cases and at all times, a Service transfer will result in that Subscriber being removed from Dealer’s Eligible Subscriber Base.

6.2 Activations Before September 1, 2005. Service transfers for subscribers activated before September 1, 2005 will be handled separately by Company and there will be no change in how these Service transfers were handled from Dealer’s previous compensation Exhibit or Schedule.

7. Cooperative Advertising Funds.

7.1 Cooperative Advertising Funds. Dealer may earn cooperative advertising funds (“ Coop Funds ”) that accrue in a cooperative advertising account (“ Coop Account ”) for purposes of reimbursing Dealer for certain advertising or other approved expenses. In order to qualify for reimbursement from the Coop Account, Dealer must comply with any cooperative advertising Dealer Policies (or any coop program Exhibit) issued by Company. The amount of Coop Funds, if any, that will accrue for each Authorized GSM Subscriber is set forth on Schedule 2.1/Exhibit C-1.

7.2 Forfeiture of Funds. All Coop Funds credited to the Coop Account will be permanently forfeited to Company if they are not used within the time frame and according to the Dealer Policies regarding Cooperative Advertising. No interest is paid to Dealer on funds credited to the Coop Account, and any amounts remaining in the Coop Account upon termination of the Dealer Agreement are permanently forfeited to Company.

8. Estimated Compensation. Company reserves the right to estimate compensation due Dealer. This estimate will be revised and adjusted within 60 days based on Company’s review of all relevant records concerning compensation due Dealer.

9. Subscriber Management Fee (“SMF”) under Legacy Cingular Agency Agreements (“Orange”) only (Starting September 1, 2005, all SMF earned by Dealer will be under the following SMF provision).

9.1 A. SMF Service Revenue. SMF Service Revenue consists solely of the applicable month’s billings for all monthly recurring charges for Authorized Rate Plans, Authorized Features, and additional local airtime charges billed to all Subscribers in Dealer’s Eligible Subscriber Base (defined below) in each market. SMF Service Revenue is reduced by any Service discounts offered by Company to Subscribers. SMF Service Revenue does not include any other charges billed to Subscribers, including without limitation, amounts billed for activation fees, upgrade fees, roaming fees, fees for additional services, Cingular GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late payment fees, early termination fees, taxes, surcharges, assessments, or charges for any other Services that are not specifically identified as being within SMF Service Revenue.

9.1 B. Pre-9/1/05 SMF Orange Service Revenue. Pre-9/1/05 SMF Orange Service Revenue consists of the revenue used by Company to calculate SMF under Dealer’s previous Company Exhibit C regarding compensation as of August 31, 2005 (“Pre-9/1/05 Exhibit C”). Pre-9/1/05 Orange SMF Service Revenue is reduced by any Service discounts offered by Company to Subscribers. Pre-9/1/05 Orange SMF Service Revenue does not include any other charges billed to Subscribers, including without limitation, amounts billed for activation fees, upgrade fees, roaming fees, Cingular GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late payment fees, early termination fees, taxes, surcharges, assessments, or charges for any other Services that are not revenue used by Company to calculate SMF under Dealer’s Pre-9/1/05 Exhibit C.

9.2 A. Dealer’s Eligible Subscriber Base (for SMF purposes). Under legacy Cingular Agency Agreements, Dealer’s Eligible Subscriber Base is maintained separately for each individual market where Dealer is eligible and is comprised of the following Subscribers only: all Authorized GSM Subscribers that Dealer activates under this SMF program of the Dealer Agreement starting September 1, 2005. However, Authorized GSM Subscribers that qualify as a reactivation under this Compensation Schedule and Authorized GSM Subscribers activated on legacy Blue rate plans are not added into Dealer’s Eligible Subscriber Base. No other Subscribers will be added to Dealer’s Eligible Subscriber Base, including without limitation, Authorized GoPhone “Pay As You Go” Subscribers, Authorized GoPhone “Pick Your Plan” Subscribers, Authorized Feature Subscribers, and Authorized Upgrade Subscribers, all of which are not included.

9.2 B. Dealer’s Pre-9/1/05 Orange Subscriber Base (under legacy Cingular Agency Agreements only). Under legacy Cingular Agency Agreements only, Dealer’s Pre-9/1/05 Orange Subscriber Base is the base of post-paid Subscribers used by Company to calculate SMF under Dealer’s Pre-9/1/05 Exhibit C, in each individual market where Dealer is eligible. No new Subscribers will be added to Dealer’s Pre-9/1/05 Orange Subscriber Base.

9.3 Removal from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Orange Subscriber Base.

(A) Once a Subscriber has canceled or has been deactivated from Service in Company’s system, including without limitation transferring service from one Company market to another or changing rate plans from any post-paid rate plan to any Cingular GoPhone Rate Plan, that Subscriber is no longer eligible and will be removed from Dealer’s Eligible Subscriber Base or from Dealer’s Pre-9/1/05 Orange Subscriber Base. However, a Subscriber that deactivates and then reactivates with the same mobile number remains in Dealer’s Eligible Subscriber Base or in Dealer’s Pre-9/1/05 Orange Subscriber Base. Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Orange Subscriber Base are determined by Company and are based solely on Company’s records. Dealer’s Eligible Subscriber Base is the base of Subscribers that Company uses to determine both Dealer Churn Rate and the amount of SMF that Dealer earns.

(B) Company may, at its discretion, remove all Subscribers from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Orange Subscriber Base who were activated at a specific retail location if Dealer ceases to operate this location or otherwise transfers its interest in the location. Removal takes effect on the date of closure or transfer. However, if within 6 months after closure or transfer, Dealer opens and operates an alternate retail location in the same market that is approved in writing in advance by Company, then the Subscribers that remain active as of the date the alternate retail locations opens for business may be reinstated into Dealer’s Eligible Subscriber Base or Dealer’s Pre-9/1/05 Orange Subscriber Base. Company has the sole and absolute right to approve or not approve any proposed alternate retail location.

9.4 Dealer Churn Rate. Dealer is eligible to earn a monthly SMF for each Company market depending upon its Dealer Churn Rate in each individual market where Dealer is eligible for SMF under this Agreement. Dealer Churn Rate is a single number based on the actual Subscriber post-paid churn rate of Dealer’s Eligible Subscriber Base in each individual eligible market and is measured solely by Company, using Company’s records, rounded to the hundredth decimal place (“Dealer Churn Rate”). The formula Company uses to calculate Dealer Churn Rate is as follows. The number of Subscribers in Dealer’s Eligible Subscriber Base at the beginning and end of any month added together and then divided by 2 is the Dealer’s Average Eligible Subscriber Base. The Dealer Churn Rate is the number of Subscribers in Dealer’s Eligible Subscriber Base that deactivated from Company’s systems in the relevant market in a month divided by Dealer’s Average Eligible Subscriber Base for that same month.

9.5 A. SMF Earned on Dealers Eligible Subscriber Base. SMF is not paid for past service, but rather, is paid for Dealer’s current services under this Agreement, including without limitation, activating new Subscribers, servicing existing Subscribers on Company’s behalf, achieving its churn requirements, and keeping this Agreement in effect. Accordingly, Dealer has no vested interest in SMF and the Subscribers remain Company’s Subscribers at all times. SMF is a potential monthly payment expressed and calculated as a percentage of Dealer’s SMF Service Revenue in the applicable month in each individual market where Dealer is eligible for SMF. SMF, if any, may be earned monthly, where Dealer is eligible, based on Dealer’s prior month Dealer Churn Rate and on the corresponding SMF percentage set forth in Schedule 2.1/Exhibit C-1. Dealer will earn no SMF in any month in which it does not achieve the Dealer Churn Rate set forth in Schedule 2.1/Exhibit C-1 for any individual market. Dealer’s SMF eligibility and the calculation of Dealer’s SMF are specific to each market where Dealer operates.

9.5 B. Pre-9/1/05 Orange SMF Earned on Dealers Pre-9/1/05 Orange Subscriber Base. Pre-9/1/05 Orange SMF is not paid for past service, but rather, is paid for Dealer’s current services under this Agreement, including without limitation, activating new Subscribers, servicing existing Subscribers on Company’s behalf, and keeping this Agreement in effect. Accordingly, Dealer has no vested interest in Pre-9/1/05 Orange SMF and the Subscribers remain Company’s Subscribers at all times. Pre-9/1/05 Orange SMF is a potential monthly payment expressed and calculated as a percentage of Dealer’s Pre-9/1/05 Orange SMF Service Revenue in the applicable month in each individual market where Dealer is eligible for Pre-9/1/05 Orange SMF. Pre-9/1/05 Orange SMF, if any, may be earned monthly, where Dealer is eligible based on the corresponding Pre-9/1/05 Orange SMF percentage set forth in Schedule 2.1/Exhibit C-1 . Dealer’s Pre-9/1/05 Orange SMF eligibility and the calculation of Dealer’s Pre-9/1/05 Orange SMF are specific to each market where Dealer operates.

9.6 Termination of SMF and Pre-9/1/05 Orange SMF. Dealer does not earn and will not be paid any SMF or Pre-9/1/05 Orange SMF after the termination of the Dealer Agreement for any reason. As a result, all SMF and Pre-9/1/05 Orange SMF will stop immediately upon termination of the Agreement under all circumstances. Further, Company, in its sole discretion, may terminate or suspend payment of Dealer’s SMF and Pre-9/1/05 Orange SMF for any month in which Dealer fails to achieve any SMF or Pre-9/1/05 Orange SMF qualification requirement as provided in the Agreement.

10. Subscriber Management Fee (“SMF”) under Legacy AT&T Wireless Dealer Agreements (“Blue”) only (Starting September 1, 2005, all SMF earned by Dealer will be under the following SMF provision).

10.1 A. SMF Service Revenue. SMF Service Revenue consists solely of the applicable month’s billings for all monthly recurring charges for Authorized Rate Plans, Authorized Features, and additional local airtime charges billed to all Subscribers in Dealer’s Eligible Subscriber Base (defined below) in each market. SMF Service Revenue is reduced by any Service discounts offered by Company to Subscribers. SMF Service Revenue does not include any other charges billed to Subscribers, including without limitation, amounts billed for activation fees, upgrade fees, roaming fees, fees for additional services, Cingular GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late payment fees, early termination fees, taxes, surcharges, assessments, or charges for any other Services that are not specifically identified as being within SMF Service Revenue.

10.1 B. Pre-9/1/05 SMF Blue Service Revenue. Pre-9/1/05 SMF Blue Service Revenue consists solely of the applicable month’s combined monthly primary rate plan access fees for all post-paid Subscribers in Dealer’s Pre-9/1/05 Blue Subscriber Base (defined below - under legacy AT&T Wireless agreements only) in each market as it was calculated under Dealer’s prior Schedule 2. Pre-9/1/05 SMF Blue Service Revenue is reduced by any Service discounts offered by Company to Subscribers. Pre-9/1/05 SMF Blue Service Revenue does not include any other charges billed to Subscribers, including without limitation, amounts billed for activation fees, Authorized Feature fees, local or national airtime fees, upgrade fees, roaming fees, fees for additional services, Cingular GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late payment fees, early termination fees, taxes, surcharges, assessments, or charges for any other Services that are not specifically identified as being within Pre-9/1/05 SMF Blue Service Revenue.

10.2 A. Dealer’s Eligible Subscriber Base (for SMF purposes). Under legacy AT&T Wireless Dealer Agreements, Dealer’s Eligible Subscriber Base is maintained separately for each individual market where Dealer is eligible and is comprised of the following Subscribers only: all Authorized GSM Subscribers that Dealer activates under this SMF program of the Dealer Agreement starting September 1, 2005. However, Authorized GSM Subscribers that qualify as a reactivation under this Compensation Schedule and Authorized GSM Subscribers activated on legacy Blue rate plans are not added into Dealer’s Eligible Subscriber Base. No other Subscribers will be added to Dealer’s Eligible Subscriber Base, including without limitation, Authorized GoPhone “Pay As You Go” Subscribers, Authorized GoPhone “Pick Your Plan” Subscribers, Authorized Feature Subscribers, and Authorized Upgrade Subscribers, all of which are not included.

10.2 B. Dealer’s Pre-9/1/05 Blue Subscriber Base (under legacy AT&T Wireless Dealer Agreements only). Under legacy AT&T Wireless Dealer Agreements only, Dealer’s Pre-9/1/05 Blue Subscriber Base is the base of post-paid Subscribers used by Company to calculate Continuing Service Awards under Dealer’s previous Schedule 2 regarding compensation as of August 31, 2005 in each individual market where Dealer is eligible. No new Subscribers will be added to Dealer’s Pre-9/1/05 Blue Subscriber Base.

10.3 Removal from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Blue Subscriber Base.

(A) Once a Subscriber has canceled or has been deactivated from Service in Company’s system, including without limitation transferring service from one Company market to another or changing rate plans from any post-paid rate plan to any Cingular GoPhone Rate Plan, that Subscriber is no longer eligible and will be removed from Dealer’s Eligible Subscriber Base or from Dealer’s Pre-9/1/05 Blue Subscriber Base. However, a Subscriber that deactivates and then reactivates with the same mobile number remains in Dealer’s Eligible Subscriber Base or in Dealer’s Pre-9/1/05 Blue Subscriber Base. In addition, a Subscriber will be removed from Dealer’s Pre-9/1/05 Blue Subscriber Base once it has been active for the maximum 36 months after its Activation Date. Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Blue Subscriber Base are determined by Company and are based solely on Company’s records. Dealer’s Eligible Subscriber Base is the base of Subscribers that Company uses to determine both Dealer Churn Rate and the amount of SMF that Dealer earns.

(B) Company may, at its discretion, remove all Subscribers from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Blue Subscriber Base who were activated at a specific retail location if Dealer ceases to operate this location or otherwise transfers its interest in the location. Removal takes effect on the date of closure or transfer. However, if within 6 months after closure or transfer, Dealer opens and operates an alternate retail location in the same market that is approved in writing in advance by Company, then the Subscribers that remain active as of the date the alternate retail locations opens for business may be reinstated into Dealer’s Eligible Subscriber Base or Dealer’s Pre-9/1/05 Blue Subscriber Base. Company has the sole and absolute right to approve or not approve any proposed alternate retail location.

10.4 Dealer Churn Rate. Dealer is eligible to earn a monthly SMF for each Company market depending upon its Dealer Churn Rate in each individual market where Dealer is eligible for SMF under this Agreement. Dealer Churn Rate is a single number based on the actual Subscriber post-paid churn rate of Dealer’s Eligible Subscriber Base in each individual eligible market and is measured solely by Company, using Company’s records, rounded to the hundredth decimal place (“Dealer Churn Rate”). The formula Company uses to calculate Dealer Churn Rate is as follows. The number of Subscribers in Dealer’s Eligible Subscriber Base at the beginning and end of any month added together and then divided by 2 is the Dealer’s Average Eligible Subscriber Base. The Dealer Churn Rate is the number of Subscribers in Dealer’s Eligible Subscriber Base that deactivated from Company’s systems in the relevant market in a month divided by Dealer’s Average Eligible Subscriber Base for that same month.

10.5 A. SMF Earned on Dealers Eligible Subscriber Base. SMF is not paid for past service, but rather, is paid for Dealer’s current services under this Agreement, including without limitation, activating new Subscribers, servicing existing Subscribers on Company’s behalf, achieving its churn requirements, and keeping this Agreement in effect. Accordingly, Dealer has no vested interest in SMF and the Subscribers remain Company’s Subscribers at all times. SMF is a potential monthly payment expressed and calculated as a percentage of Dealer’s SMF Service Revenue in the applicable month in each individual market where Dealer is eligible for SMF. SMF, if any, may be earned monthly, where Dealer is eligible, based on Dealer’s prior month Dealer Churn Rate and on the corresponding SMF percentage set forth in Schedule 2.1/Exhibit C-1. Dealer will earn no SMF in any month in which it does not achieve the Dealer Churn Rate set forth in Schedule 2.1/Exhibit C-1 for any individual market. Dealer’s SMF eligibility and the calculation of Dealer’s SMF are specific to each market where Dealer operates.

10.5 B. Pre-9/1/05 Blue SMF Earned on Dealers Pre-9/1/05 Blue Subscriber Base. Pre-9/1/05 Blue SMF is not paid for past service, but rather, is paid for Dealer’s current services under this Agreement, including without limitation, activating new Subscribers, servicing existing Subscribers on Company’s behalf, and keeping this Agreement in effect. Accordingly, Dealer has no vested interest in Pre-9/1/05 Blue SMF and the Subscribers remain Company’s Subscribers at all times. Pre-9/1/05 Blue SMF is a potential monthly payment expressed and calculated as a percentage of Dealer’s Pre-9/1/05 Blue SMF Service Revenue in the applicable month in each individual market where Dealer is eligible for Pre-9/1/05 Blue SMF. Pre-9/1/05 Blue SMF, if any, may be earned monthly, where Dealer is eligible based on the corresponding Pre-9/1/05 Blue SMF percentage set forth in Schedule 2.1/Exhibit C-1 . Dealer’s Pre-9/1/05 Blue SMF eligibility and the calculation of Dealer’s Pre-9/1/05 Blue SMF are specific to each market where Dealer operates.

10.6 Termination of SMF and Pre-9/1/05 Blue SMF. Dealer does not earn and will not be paid any SMF or Pre-9/1/05 Blue SMF after the termination of the Dealer Agreement for any reason. As a result, all SMF and Pre-9/1/05 Blue SMF will stop immediately upon termination of the Agreement under all circumstances. Further, Company, in its sole discretion, may terminate or suspend payment of Dealer’s SMF and Pre-9/1/05 Blue SMF for any month in which Dealer fails to achieve any SMF or Pre-9/1/05 Blue SMF qualification requirement as provided in the Agreement.

11. Modification. Company may modify the terms and conditions or the payment amounts of every type of compensation listed in this Compensation Schedule in any way with at least 30 days advance written notice to Dealer. Company may, without advance notice to Dealer, stop offering any Service plans, or may introduce new or revised Service plans and new services with different compensation than what is set forth in this Compensation Schedule.

SCHEDULE 2.1 /Exhibit C-1

Compensation Schedule - Exclusive

Effective Date: September 1, 2005

Effective only in the Company Markets within the Area that are listed below

Market(s): Carolinas

I.	AUTHORIZED SUBSCRIBER COMPENSATION ( excluding Authorized Feature Subscribers)

1.A. Authorized GSM Subscribers. Applies only to the primary Authorized Rate Plan (all voice Authorized Rate Plans, and all data Authorized Rate Plans that are activated without a voice rate plan on that same SIM).

Authorized Rate Plan Monthly Recurring Charge	Compensation per Authorized GSM Subscriber (2-Year Term)	Compensation per Authorized GSM Subscriber (1-Year Term)	Compensation per Authorized GSM Subscriber (No Term)
$0 - $35	$140	$65	$50
$35.01 - $45	$220	$145	$50
$45.01 - $55	$275	$200	$50
$55.01 - $75	$360	$285	$50
$75.01 +	$440	$365	$50

1.B. Coop Accrual per Authorized GSM Subscriber = $20.00

2. Authorized Upgrade Subscribers

Authorized Rate Plan Monthly Recurring Charge (at end of month)	Compensation per Authorized Upgrade Subscriber (2-Year Term)	Compensation per Authorized Upgrade Subscriber (1-Year Term)
$0 - $35	$80	$25
$35.01 - $45	$125	$50
$45.01 - $55	$150	$75
$55.01 - $75	$200	$125
$75.01 +	$250	$175

3.	Authorized GoPhone “Pay As You Go” Subscriber = $35.00

4.	Authorized GoPhone “Pick Your Plan” Subscriber = $60.00

5. A. Subscriber Management Fee (SMF):

* Dealer Churn Rate at or below 3% = Five Percent (5%) of Dealer’s SMF Service Revenue

* Dealer Churn Rate above 3% = NO SMF

5. B. Pre-9/1/05 Blue SMF = N/A

5. C.

Pre-9/1/05 Orange SMF = Five Percent (5%) of Dealer’s Pre-9/1/05 Orange SMF Service Revenue

II. AUTHORIZED FEATURE SUBSCRIBER COMPENSATION & CHARGEBACK

Each Authorized Feature Subscriber earns four (4) times the monthly recurring charge of the Authorized Feature, up to a maximum compensation of $100.

Company will Chargeback each Authorized Feature Subscriber at three (3) times the monthly recurring charge of the Authorized Feature, up to a maximum Chargeback of $75.

However, there is no compensation for any handset insurance Authorized Feature.

Exhibit 10.14

CINGULAR WIRELESS LLC

EQUIPMENT AND PREPAID PURCHASE AGREEMENT

THIS AGREEMENT IS ENTERED INTO BY the purchaser executing this Agreement below ("PURCHASER"), and CINGULAR WIRELESS LLC ("CINGULAR").

WHEREAS, PURCHASER contemplates repetitive purchases of equipment, accessories, and prepaid service, personal identification numbers ("PINS"), or cards ("Cards") (collectively, "Equipment") from CINGULAR; and

WHEREAS, PURCHASER and CINGULAR agree that the terms and conditions controlling such repetitive purchases shall be consistent, uniform, and agreed to by both parties;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions herein contained, PURCHASER and CINGULAR agree as follows:

1. Term and Termination . This Agreement shall be effective as of the date executed by CINGULAR, and shall continue until terminated by either party as follows. This Agreement may be terminated by either PURCHASER or CINGULAR, at any time, upon thirty (30) days advance written notice to the other party. Termination of the Agreement shall not affect the obligations or rights of either party regarding orders outstanding on the date of termination. Upon termination, PURCHASER shall return all INFORMATION under Paragraph 9 hereof and cease all use of CINGULAR trademarks or service marks.

2. Orders . PURCHASER agrees to order Equipment as needed from CINGULAR in such amounts that PURCHASER can adequately fill requests from its customers. Orders shall be sent to the ordering address set forth below. Orders placed by PURCHASER may be canceled only at the discretion of CINGULAR, unless such cancellation occurs prior to shipment of the order by CINGULAR. Title to material purchased by PURCHASER hereunder shall vest in PURCHASER and risk of loss pass to PURCHASER when the material has been shipped at the dock of CINGULAR.

3. Invoicing and Payment . CINGULAR shall render an invoice and submit the same to PURCHASER at its billing address set forth below. Due dates for the payment of the invoice shall be computed from the date of the invoice.

Terms of payment shall be net thirty (30) days from the date of the invoice for Cards and PINS, and net sixty (60) days from the date of the invoice for all other Equipment (or such other period as is established from time to time) if a line of credit has been established by CINGULAR for PURCHASER. If no such line of credit has been established, payment must be C.O.D. in the form of a credit card, cash, or check. Net overdue amounts shall be subject to a late payment charge of up to 1.5% per month, provided that such charge shall not exceed the maximum amount permitted by law.

If invoices are not timely paid and PURCHASER owes CINGULAR monies for any other reason, CINGULAR reserves the right to deduct the past due sums owed hereunder from such monies.

PURCHASER may not offset credits due for returns or defective Equipment, or otherwise from invoice payments to CINGULAR. CINGULAR shall apply appropriate credits for properly returned Equipment to invoices for subsequent Equipment purchases made by PURCHASER. To receive credit for defective Equipment and other returns, PURCHASER must follow CINGULAR's procedures and guidelines for returns the current version of which is attached hereto as Exhibit B.

4. Warranty . CINGULAR shall pass through to PURCHASER such warranties as are provided to CINGULAR by the manufacturer of the Equipment purchased by PURCHASER hereunder. THE MANUFACTURERS' WARRANTIES PASSED ON TO PURCHASER HEREUNDER SHALL BE THE EXCLUSIVE WARRANTIES PROVIDED TO PURCHASER HEREUNDER. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE.

5. Limitation of Liability . PURCHASER'S SOLE AND EXCLUSIVE REMEDY RELATING TO PURCHASES UNDER THIS AGREEMENT SHALL BE THE REMEDY AFFORDED BY THE MANUFACTURER OF THE EQUIPMENT TO PURCHASER AND/OR PURCHASER'S CUSTOMERS. IN NO EVENT SHALL CINGULAR BE LIABLE UNDER THIS AGREEMENT, INCLUDING THE RETAILER PROGRAM, FOR LOST PROFITS OR REVENUES, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

6. Service Terms . Terms of wireless radio service are as set forth on customer service agreement included with prepaid cards.

7. Force Majeure . CINGULAR shall not be responsible for failure to provide Equipment due to causes beyond its control, including, but not limited to, work stoppages, manufacturer shortages, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences. Equipment shall be provided as soon as possible after the cessation of such causes.

8. Notice . Notice or other advice required to be given hereunder shall be deemed given when deposited, postage prepaid, in the United States Mail, or sent via a nationally recognized overnight courier (such as Fed Ex) to the parties' respective notice addresses set forth below. If either party changes its address during the term hereof, it shall so advise the other party in writing and all notices and advice thereafter required to be given shall be sent to such new address.

9. Use of Information . Any information, including but not limited to data, business information, technical information, computer programs and documentation, programs, files, specifications, drawings, sketches, models, samples, tools or other data, oral, written or otherwise, (hereinafter called "INFORMATION"), furnished or disclosed to PURCHASER hereunder or in contemplation hereof (including any relating to the Retailer Program), shall remain CINGULAR's property. All copies of such INFORMATION in written, graphic or other tangible form shall be returned to CINGULAR immediately upon CINGULAR's request. Unless such INFORMATION was previously known to PURCHASER free of any obligation to keep it confidential, or has been or is subsequently made public by CINGULAR or a third party, it shall be kept confidential by PURCHASER, shall be used only in performing under this Agreement and may not be used for other purposes except upon such terms as may be agreed upon between PURCHASER and CINGULAR in writing.

10. Assignment . Any assignment by PURCHASER of any interest hereunder without CINGULAR's prior written consent, except an assignment solely of monies due or to become due shall be void. It is agreed that CINGULAR, upon five (5) days prior written notice to PURCHASER, may assign all its rights, duties and obligations under this Agreement to an affiliate or affiliates of CINGULAR, or to a partnership or partnerships to which CINGULAR or its affiliate has an interest, or to any entity into which CINGULAR may be merged or consolidated.

11. No Tortious Interference with Business or Contractual Relationship . Should PURCHASER resell equipment to third parties for further resale to end users, PURCHASER shall accrue no rights under this agreement to continue making sales to such third parties. CINGULAR may at anytime sell Equipment directly to such third parties, and may begin to sell such Equipment in quantities substantially smaller than sold to PURCHASER. PURCHASER agrees that any such sale or sales shall not constitute a tortious interference with any business or contractual relationship that may exist between PURCHASER and such third party even if PURCHASER has advised CINGULAR of such relationship.

12. No Resale for Post Paid Activation . PURCHASER acknowledges and agrees that CINGULAR may sell Equipment to PURCHASER at less than the cost of such equipment. PURCHASER acknowledges and agrees that such Equipment is sold to PURCHASER solely for activation on CINGULAR prepaid wireless service plans. PURCHASER agrees that PURCHASER shall not resell any Equipment without the reasonable expectation that such Equipment shall be activated on CINGULAR prepaid service. Similarly, PURCHASER agrees that it shall not resell any Equipment that it knows, or with reasonable diligence should know, will be activated on CINGULAR's post paid service plans. In the event that PURCHASER (1) resells Equipment without a reasonable expectation that it will be activated on CINGULAR's prepaid cellular service, or which it knows, or with reasonable diligence should know, will be activated on CINGULAR's post paid service or (2) fails to activate Equipment on CINGULAR's prepaid cellular service within 90 days of purchase, PURCHASER agrees to pay to CINGULAR the difference between the price charged by CINGULAR for such Equipment and the price CINGULAR's would have charged for such equipment had it been purchased for post paid service, including the costs of handling and shipping such Equipment, and the full face value of any cards bundled with the Equipment.

13. Entire Agreement . This Agreement constitutes the entire Agreement between PURCHASER and CINGULAR with respect to the subject matter hereof and, except as set forth in Paragraph 1 above, shall not be amended or modified without specific written provision to that effect, signed by both parties. No oral statement of any person shall, in any manner modify or otherwise affect the terms and provisions of this Agreement. In the event of any conflict between the terms in the body of this Agreement and those in Schedule A hereto (as the same may be amended from time to time), the terms of Schedule A shall control and prevail. In the event of any conflict between the terms of this Agreement and those of any purchase order of PURCHASER, the terms of this Agreement shall control and prevail.

CINGULAR gives notice of its objection to any additional or different conditions in PURCHASER's purchase orders.

14. Miscellaneous . The construction, interpretation, and performance of this Agreement shall be governed by the laws of the State of Georgia. In the event that anyone or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under the laws of the jurisdiction governing the entire Agreement, such unenforceability shall then be construed as if such unenforceable provision or provisions had never been contained herein. The headings in this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein.

15. Commission for New Subscribers . CINGULAR shall from time to time advise PURCHASER of the commission then being paid for new prepaid SUBSCRIBER Activations initiated by PURCHASER (the "Commission"). The Commission, if any will be paid within thirty (30) days of the end of the calendar month in which the Activation occurs.

The current amount of the Commission is set forth on Exhibit A, which Exhibit may be amended at any time and from time to time by CINGULAR upon thirty (30) days prior written notice.

IN WITNESS WHEREOF, PURCHASER and CINGULAR have caused this Agreement to be executed in duplicate by their duly authorized representatives as of the day and year first stated above.

PURCHASER:

BBI Ent. Dba Cyber Cynergy

(NAME OF COMPANY)

By: /s/ Brian D. Riley

Name: Brian D. Riley

Title: COO

Date: 7-25-03

Notice and billing address:

BBI Ent. Dba Cyber Cynergy

140J Airport Road

Arden, NC 28704

CINGULAR:

CINGULAR WIRELESS LLC

By: /s/ Mark Kupa

Name: Mark Kupa

Title: Director of Finance

Date: 7-3-03

Notice address:

CINGULAR WIRELESS LLC

5565 Glenridge Connector

Atlanta, GA 30342

Attention: Legal Department

Ordering address: Ship-to address:

140J Airport Road

Arden, NC 28704

EXHIBIT A

PREPAY COMMISSION

The current Commission is $35.00 per new prepaid Subscriber activation initiated by PURCHASER. The Commission shall not be earned until the Subscriber has added prepaid dollars to his account. If notwithstanding the foregoing, CARRIER pays PURCHASER a Commission before a Subscriber has added prepaid dollars to his account, and the PURCHASER fails to add prepaid dollars to his account within ninety (90) days of the initial activation, CARRIER agrees to repay such commission to CARRIER. CARRIER may deduct such amount from any other amount due from CARRIER to PURCHASER.

EXHIBIT B

CINGULAR WIRELESS LLC RETURN POLICY

Handset Returns will be categorized as follows:

Buyer's Remorse:

CINGULAR will allow the Retailer to return Equipment to CINGULAR that was originally sold to retailer by CINGULAR within 60 Days of shipment to the Retailer from CINGULAR. A 5% restocking fee will apply on these returns, except that the restocking fee will be waived for each handset that was deactivated within 15 day s of its activation date.

§	CINGULAR will not accept the return of SIM cards that have been activated. Non-activated SIM cards may be returned for credit within 60 days of purchase from CINGULAR. A 5% restocking fee will apply on these returns.

§	CINGULAR will not credit the Retailer for Equipment returned as Buyers Remorse if the Equipment is identified by CINGULAR as abused (water damage, excessive wear & tear, etc.,).

Defective on Arrival:

CINGULAR will allow the Retailer to return Defective on Arrival Equipment that was originally sold by CINGULAR to the retailer with no restocking fee, provided it is returned to CINGULAR within 30 days after shipment to the Retailer. Defective on Arrival is defined as a non-functioning handset/81M Card out of the box.

Equipment returned as Defective on Arrival is subject to inspection and diagnostic testing by CINGULAR as a condition to refund and waiver of restocking fee. If the Equipment is determined not to be Defective on Arrival, the Retailer will be charged a 5% restocking fee, and if the Equipment is identified by CINGULAR as abused (water damage, excessive wear & tear, etc.), no refund will be given.

Repairs:

Customers in need of handset repair on handsets originally sold to retailer by CINGULAR should be referred by the Retailer to a CINGULAR store. The CINGULAR store will provide an exchange handset or make other appropriate accommodations if the original handset is under warranty. Handsets not under warranty will be sent out for repair and the customer notified when the handset is returned.

§	Handset repair for handsets purchased from sources outside of CINGULAR are the responsibility of the retailer.

Upgrades:

§	Customers requesting to upgrade their handset should be referred by the Retailer to a CINGULAR store.

Costs and credits associated with returns are based on the following guidelines:

1.	The Retailer is responsible for all shipping charges associated with all returns.

Returned kits must be complete (including all items as purchased from CINGULAR) in order to qualify for maximum credit. If returned complete, the credit amount will be equal to the current PDC cost of that kit SKU less any applicable restocking charges. If the returned kit is no longer stocked, the most recent cost associated with that kit SKU will apply .

3.	Incomplete handset kits (including the handset but missing any other Equipment) will be credited at 20% of the current cost of the complete kit.

Return Authorization Procedure:Retailers with a line of credit must complete CINGULAR's Return Authorization form and fax it to the ISG in Charlotte, N.C.

·	Retailer must provide CINGULAR with all serial numbers for the IMEI/ SIM Card(s) being returned.

·	CINGULAR will verify that the handset / SIM Card was shipped to the retailer within the past 90 days and establish a projected credit total for the return, subject to adjustment following the diagnostic testing of the Equipment described above.

·	CINGULAR will provide Retailer with a RA# and fax to the Retailer for shipment.

·	Retailer must enclose a copy of the RA form and print the RA# on the outside of the package.

·	Packages received without a copy of the RA form and the RA# on the outside of the package, or received more than four weeks after the issuance of the RA# will be returned to Retailer at Retailer's expense.

·	The final approved credit total will be issued to Retailer' s CINGULAR account.

VOLUME INCENTIVE BONUS

ADDENDUM TO

AUTHORIZED AGENCY AGREEMENT

BETWEEN

Cingular Wireless

d/b/a CINGULAR WIRELESS ("CINGULAR")

AND

BBI Ent. Dba Cyber Cynergy ("AGENT")

WHEREAS, the parties entered into an Agreement effective ___ 9-1 _____,_ 03 __ ("Agreement ");

WHEREAS, the parties wish to revise the compensation to provide for a volume incentive;

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

1. In addition to all other compensation payable under the Agreement, for the term of this Addendum, CINGULAR shall pay AGENT a Volume Incentive Bonus ("VIB") as follows:

The VIB shall be as specified below for each Gross Subscriber who is Activated by AGENT and continuously subscribes to CINGULAR's WCS in the Area during a 150 consecutive day period (the Vesting Period"). CINGULAR will pay AGENT the VIB owing AGENT within 30 working days from the end of the commission cycle in which the Gross Subscriber Activations occur. CINGULAR will not pay AGENT any VIB for Gross Subscribers Activated under no-commitment post-paid rate plans (also known as "month-to-month plans"), or revised, or special plans introduced from time to time which pay different compensation, unless otherwise explicitly agreed in writing by the parties;

Gross Subscribers activated under such plans shall not count toward meeting the Monthly Volume Quota. The VIB shall be the VIB per Gross Subscriber corresponding, in the Monthly Volume Bonus Table, to the Tier Level achieved by AGENT for such month.

The Monthly Volume Quota for commission cycles not corresponding to calendar months shall be the Monthly Volume Quota for the month in which the commission cycle ends. In the event a Subscriber fails to satisfy the Vesting Period, the VIB shall be charged-back in the same fashion as the Activation Commission.

Monthly Tier One Tier Two Tier Three Tier Four Tier Five

Jan - Dec 0-9 10-19 20-29 30-49 50-100

Monthly Volume Bonus Table

Tier Level Volume Bonus Per Post Paid Gross Subscriber

Tier One $0.00

Tier Two $30.00

Tier Three $45.00

Tier Four $60.00

Tier Five $75.00

2. AGENT will be paid, retroactively to the first gross activation for the month, one bonus for each gross activation at the highest tier level earned by AGENT.

3. CINGULAR may terminate this addendum at any time upon thirty (30) days prior written notice.

4. Except as modified herein, all terms and conditions of the Agreement and all Exhibits and Addenda thereto shall remain the same and in full fore e and effect.

IN WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this Addendum in two counterparts.

BBI Ent. Dba Cyber Cynergy

AGENT

By: /s/ Brian D. Riley

Title: COO

Date: 7-25-03

Cingular Wireless

d/b/a Cingular Wireless LLC

By: /s/ Mark Kupa

Title: Director of Finance

Date: 7-31-03

March 2003

TELEMARKETING ADDENDUM TO

EXCLUSIVE AUTHORIZ ED AGENCY AGREEMENT

BETWEEN

CINGULAR WIRELESS ,

d/b/a CINGULAR WIRELESS

AND

BBI Ent. Dba Cyber Cynergy

WHEREAS, the parties entered into an Exclusive Authorized Agency Agreement effective September 1, 2003 for the SC,NC Area (the "Agreement"); and

WHEREAS, the Agreement prohibits AGENT from making sales via Telemarketing; and

WHEREAS, CINGULAR wishes to authorize AGENT to engage in Telemarketing under certain circumstances:

1. CINGULAR hereby grants AGENT limited authority to conduct outbound telemarketing activities subject to the conditions below:

A. Internal Do Not Call Request Process

a)	AGENT shall record all requests not to be called made by prospects contacted by AGENT ("Internal Do Not Call Requests”).

b)	AGENT shall record Internal Do Not Call Requests in a format as prescribed by CINGULAR from time to time (the" Internal Do Not Call Request File").

c)	AGENT shall transmit the Internal Do Not Call Request File to CINGULAR in accordance with Exhibit A attached hereto which may be amended by CINGULAR from time to time in its sole discretion. AGENT shall only include names added to the Internal Do Not Call Request File since the last transmission.

AGENT shall receive the collated Internal Do Not Call Request List from CINGULAR (the "Internal Do Not Call List") in accordance with Exhibit A, and shall combine the Internal Do Not Call List with the current Do Not Call lists obtained from the various state governments, the Federal Government and the Direct Marketing Association.

B. Compliance with Do Not Call Request Requirements

AGENT represents and warrants that it is familiar with all Federal and State laws governing telemarketing and that AGENT shall comply with all such laws and whether or not included as a part of any such law, AGENT agrees to the following:

a)	AGENT agrees that it shall not contact anyone, or any number included on any state, Federal or Direct Marketing Association Do Not Call list or on the Internal

March 2003

Do Not Call List as collated by CINGULAR.

AGENT shall properly identify itself, its telemarketing representatives, and the company on whose behalf it is calling, state the purpose of the call at the outset of the call. Within 30 seconds after beginning conversation AGENT shall inquire whether the person being solicited is interested in listening to a sales presentation and immediately discontinue the solicitation if the person being solicited gives a negative response.

c)	AGENT shall not call outside the hours permitted under the various state and Federal laws for making telemarketing calls.

d)	AGENT shall not use any artificial or prerecorded voice when calling a prospective subscriber.

e)	AGENT shall not place any calls to wireless or paging telephone numbers.

f)	AGENT shall not send unsolicited faxes to any facsimile machine.

g)	AGENT shall register in all states requiring registration to which AGENT intends to place calls.

h)	AGENT shall not place calls to any guest room, or to any patient room.

i)	AGENT shall not misrepresent the price or features of CINGULAR service, or of any equipment being sold by AGENT for use with such service.

j)	AGENT must hang up when requested to do so by any prospect.

k)	If requested, or if a sale is made, AGENT shall provide the prospect with AGENT's street address.

l)	AGENT shall confirm that the called party is over the age of eighteen years.

m)	AGENT shall not make repeated calls to any prospect, or allow the prospects phone to ring more than ten times.

n)	AGENT shall not use any threatening, intimidating or abusive language.

C.	AGENT shall only contact prospects [include any limitations of list providers that AGENT can use].

D.	AGENT shall be required to secure the Subscribers signature on CINGULAR's contract.

E.	AGENT shall provide facilities necessary and shall secure the consent of its telemarketing representatives and of the called party, to the extent required by law, so as to enable CINGULAR to remotely and randomly observe telemarketing calls.

F.	AGENT shall provide CINGULAR with copies of all proposed telemarketing scripts.

AGENT shall not use any telemarketing script that has not been approved in writing by CINGULAR. CINGULAR's failure to respond to a request for approval of a telemarketing script shall be deemed to be a rejection of such script.

G.	AGENT shall provide CINGULAR all outbound telephone numbers and call back numbers used in its activities. AGENT shall not employ any blocking of caller identification or of its outbound telephone number when making outbound telemarketing calls.

H.	AGENT shall properly train all of its representative to assure compliance with the law and so as to maintain the goodwill of CINGULAR.

March 2003

I.	AGENT shall provide a list of any subcontractors used by AGENT in conducting its activities hereunder. References to AGENT herein shall be deemed to include any subcontractors used by AGENT in conducting telemarketing activities.

J.	AGENT shall develop a complaint response procedure and shall document such process and shall respond to complaints within seventy -two hours.

AGENT shall maintain records showing all prospects contacted by AGENT, the names, last known addresses, and telephone numbers of all telephone solicitors, copies of all scripts, outlines or presentation materials used in making telemarketing calls, and copies of all training materials utilized by AGENT in training its solicitors.

2. CINGULAR may terminate this addendum for any reason including convenience at any time upon ninety (90) days notice. In the event that CINGULAR receives an excessive number of complaints as CINGULAR may determine in its sole discretion, this Addendum may be terminate on fifteen (15) day s notice.

This Addendum is effective September 1, 2003 .

Except as modified herein, all terms and conditions of the Agreement and all Exhibits and any Amendments or Addenda thereto shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this First Amendment in two counterparts.

BBI Ent. Dba Cyber Cynergy

(Agent)

Sign: /s/ Brian D. Riley

By: Brian D. Riley

Title: COO

Date: 7-25-03

CINGULAR WIRELESS LLC

Sign: /s/ Mark Kupa

By: Mark Kupa

Title: Director of Finance

Date: 7-3-03

Dear Mr. Agent:

As you are aware, the purpose and intent of your contract with Cingular was for you to operate a physical location at which prospective Cingular subscribers might purchase our services. A few agents have, from time to time, made out bound calls to attract prospective subscribers.

Recently the regulations governing telemarketing have been strengthened both at the state and Federal levels. For example, Federal law prohibits using automated dialing equipment to call wireless subscribers. With the advent of local number portability it may no longer be possible to screen prospect lists for wireless telephone numbers. Accordingly, it might be possible to make a prohibited call in a seemingly innocent manner.

As another example, Federal law requires those making telemarketing calls to maintain an internal list of prospects who have requested not to receive additional calls. It would be difficult or impossible to maintain such a list if many agents were separately and without coordination calling prospects.

Penalties for violation of the telemarketing rules can be as much as $10,000 per violation.

Pursuant to our agreement, if Cingular Wireless becomes liable for your actions, you owe Cingular an obligation to indemnify it. Because telemarketing regulation has become so complex, Cingular has determined that it is not in either Cingular or its agent's interest for the agent base to make uncoordinated outbound solicitation calls.

Accordingly, it is Cingular's decision that, effective immediately, you refrain from telemarketing to prospective subscribers and focus your efforts on maximizing sales from retail traffic at your store.

We believe that it is still possible to contact our existing subscribers and those who have recently cancelled their service to be sure they are informed of promotions and new services that might be of interest. You may continue to contact existing and recently terminated subscribers activated by you on Cingular's service.

Even existing and recently terminated subscribers, though, have the right to ask Cingular and its agents not to contact them. Cingular maintains a list of its subscribers who have asked not to be contacted. If you plan to call existing and recently terminated subscribers, you must participate in the Cingular internal do not call process. As a participant, you will receive a periodic updated list of Cingular subscribers who have asked not to be called. You in turn will submit to Cingular the names of subscribers who you have contact who ask not to be called again. If you elect to participate in calling existing and recently terminated subscribers, you will need to execute a telemarketing addendum to your contract confirming your participation in the internal do not call process and your commitment to stay informed of and abide by the laws governing telemarketing.

Your cooperation in this matter is appreciated.

Very truly yours,

Cingular Wireless

CINGULAR -WIRELESS

What do you have to say?

UNDERTAKING OF CONFIDENTIALITY

The undersigned would like to discuss with Cingular Wireless the opportunity to be a distributor of Cingular Wireless products and services.

In connection with such discussions, we agree that any marketing information or materials provided to us by Cingular Wireless are and will remain the property of Cingular Wireless, will be used solely for the purpose of evaluating whether to wish to participate and distribute. We understand that Cingular Wireless consider such information and materials proprietary and confidential and would not wish to disclose them to us if we were prohibited from becoming a Cingular Wireless distributor by virtue of an existing exclusivity agreement with another service provider. Accordingly, we represent to Cingular Wireless that we are not bound by any such agreement that would prohibit us from distributing Cingular Wireless personal communications products or services.

Date: __ 7-25-03 ______________________________________________________________

Name of Company: _BBI Ent. dba Cyber Cynergy_____________________________________

By: __ Brian D. Riley __________________________________________________________

Person Signing Agreement: __ Brian D. Riley ________________________________

Phone Number: _ 828-684-5238 ___________________ Fax: _____ 828-5453 ________________

Address: ___ 140 S. Airport Road _________________________________________________

City: ___ Arden __________________ State: ____ NC _________ Zip: ____ 28704 ____________

By: _______ Caren Rothrock ____________________________________________________

Cingular Wireless Representative: ____ Caren Rothrock _____________________

ADDENDUM

EXCLUSIVE AUTHORIZED AGENT AGREEMENT

BETWEEN

CINGULAR WIRELESS LLC ("CARRIER")

AND BBI ENT. DBA CYBER CYNERGY

WHEREAS, the parties entered into an Exclusive Authorized Agent Agreement effective January 1, 2003 for the Area; and

WHEREAS, the parties desire to amend certain terms of the Agreement:

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IT IS AGREED AS FOLLOWS:

ADDITIONS TO THE AGREEMENT

1. Post Pay Co-Op Funds

CARRIER will establish a CO-OP Budget for AGENT based on $15.00 per commissionable post pay adds from the previous quarter. AGENT will submit advertising in advance for approval. CARRIER will pay AGENTT 100% of the cost of the pre-approved advertising based on dollars remaining in AGENT's budget. Specific Co-Op Guidelines will be provided by CARRIER to AGENT.

This Addendum is effective January 1,2003

AGENT'S compensation under this Agreement shall be the amounts stated in the Agreement, its Exhibits and Attachments, as such amounts may be adjusted from time to time pursuant to the terms of the Agreement. In the event of a conflict between the Agreement or its Attachments and this Addendum, this Addendum shall control.

Except as modified herein, all terms and conditions of the Agreement and all Exhibits and Addenda thereto shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this Addendum in two counterparts.

CINGULAR WIRELESS LLC CYBER CYNERGY

By: ____________ By: ____________

Title: _ ARSM - Indirect Title: _________

Date: __ Jan 29, 2003 _ Date: __________

Exhibit 10.15

Homeland Integrated Security Systems, Inc.

SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT Is made and entered into as of the 22nd day of June , 2005, by and between HISS, a Florida corporation ("HISS"), a d HISS I ("Representative"), (Homeland Integrated Security Systems, a corporation organized and existing under the laws of Florida.

A. HISS designs and/or manufactures security system software and products, including Cyber Tracker, Radiation Detection equipment, and cellular phones.

B. Representative represents that it Is familiar with the market for HISS's products and wishes to act as a sales representative for HISS's Products (a defined below) in the Territory (as defined below).

NOW, THEREFORE, in consideration of the mutual promises and mutual covenants exchanged, the parties hereby agree as follows:

1. Definitions. As used herein:

1.1 "Products" shall mean those standard SAW/GC Systems and accessories and related products offered by HISS for sale in the Territory which are listed in Exhibit A attached hereto, as the same may be amended or modified from time to time by HISS in its sole discretion.

1.2 “Territory” shall mean the geographical area or areas described in Exhibit B attached hereto, as the same may be amended or modified from time to time by duly authorized representatives of the parties hereto in writing.

1.3 "Net Billings" shall mean all amounts invoiced in respect to the sale of Products actually shipped to a customer, less actual discounts, credits, refunds and allowances made, freight, transportation, C.O.D., insurance and similar charges, manufacturers warranty charges. and any applicable sales, use or other similar taxes.

1.4 "Bookings" shall mean orders from customers that have-been received, acknowledged and accepted by HISS and scheduled for shipment to the customer.

1.5 "Commissions" shall mean Representative's compensation for performance of Its duties hereunder at the rates set forth in Exhibit A attached hereto, as the same may be amended or modified from time to time by HISS in its sale discretion by giving at" least thirty (30) days' prior. written notice to Representative before such change becomes· effective. The new commission rates shall apply to all orders received or dated after the effective date of such notification.

1.6 "House Accounts" shall mean those customers for or purchasers of HISS Products which are located within the Territory and which are designated from time to time in writing by HISS as House Accounts. House Accounts designated by HISS at the time of execution of this Agreement are set forth In Exhibit B attached hereto. HISS may in its sole discretion designate other customers as House Accounts by giving Representative at least ten (10) days prior written notice of such designation before such designation becomes effective.

1.7 "Regular Accounts" shall mean those customers for or purchasers of HISS Products which are not defined in Section 1.6 above and shall be serviced by the Representative.

1.8 "Industrial Distributor" shall mean those persons, firms or organization~ purchasing HISS Products for resale to customers in the Territory (excluding House:

Accounts) in accordance with distributorship agreements entered into from time to time with HISS.

1.9 "Confidential Information" shall mean all information made available by HISS to Representative, Its agents or employees, in connection with this Agreement which HISS protects against unrestricted disclosure to others and which: (i) if in written or other tangible form, is clearly designated as "Confidential"; or (ii) if disclosed orally, Is designated as "Confidential" in a written memorandum delivered by H 15S promptly following such oral disclosure. By way of Illustration, but no limitation, Confidential Information may include proprietary technical data and concepts, vendor and customer information, financial information and marketing data.

2. Sales Agency Arrangement.

2.1 Appointment. HISS hereby appoints Representative as HISS's nonexclusive sales representative to solicit orders for Products in the Territory) and Representative hereby accepts such appointment, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, HISS reserves the right during the term of this Agreement to sell Products directly to House Accounts without paying Commissions to Representative.

2.2. Solicitation of Orders.

(a) Representative agrees to use its diligent and best efforts to solicit orders and promote sales of Products in the Territory and to devote such time and e1\fort to such activities as is reasonably necessary to provide coverage for existing and potential accounts within the Territory on a regular basis, consistent with good business practices.

(b) Representative shall solicit orders for Products at such prices, and on such other terms and conditions, as may be established by HISS from time to time. All quotations for Products must be made on HISS’s standard quotation forms and be based upon HISS's published prices and standard terms and conditions as then in effect, unless deviations there from have been approved in advance by HISS. No quotation will be valid for a period of more than thirty (30) days unless otherwise approved in advance by HISS. Representative will provide to HISS copies of all quotations and correspondence with customers and potential customers.

(c) All Purchase Orders solicited by Representative are subject to written acceptance by an officer or other authorized employee of HISS. and no Purchase Order shall be binding upon HISS until so accepted. All orders will be , accepted only in accordance with HISS's Standard Terms and Conditions of Sale. HISS reserves the right to alter or amend its Standard Terms and Conditions of Sale at any time and such revised Standard Terms and Conditions of Sale shall be used for all sales after the effective date of such revisions. Representative agrees that it shall have no authority to accept any order, assume, create or modify any agreement or obligation or authorize any allowance, adjustment or return of Products on behalf of HISS and shall so advise all customers and potential customers with whom it deals.

(d) HISS shall have the right to change its standard price list at any, time and from time to time during the term of this Agreement, provided that HISS shall give Representative thirty (30) days' advance notice of any such price change. No price change shall be effective for Products covered by a Purchase Order accepted by HISS prior to the effective date of such price change. The price of all Products shall include the cost of standard packaging in accordance with HISS's standard commercial practices. All freight, Insurance, shipping and non-standard packaging expense shall be borne by and invoiced to the customer unless otherwise specified in HISS's quotation.

(e) All invoices in connection with Purchase Orders solicited by Representative shall be rendered by HISS, directly to the customer, with a copy thereof to be forwarded to Representative, in accordance with HISS's established invoicing practices. Responsibility for all collections shall rest with HISS; provided, however, that HISS does not warrant the collectibility of any invoice. Representative agrees, upon HISS's request, to assist HISS in effecting the collection of receivables from customers solicited by Representative.

2.3 Other Duties of Representative. During trial term of this Agreement, Representative agrees as follows:

(a) Representative shall maintain at least one office in the Territory which shall be continually open and adequately staffed during normal business hours.

Representative shall employ an adequate number of qualified sales personnel, at such compensation and on such other conditions as Representative may deem appropriate, In order to enable Representative to discharge its duties hereunder;

(b) Upon request of HISS, Representative agrees to undertake, at Representative's expense, those administrative functions HISS deems reasonably I required for proper management of the sales activity, including, but not limited to:

(i) Attendance of sales personnel at Regional Sales Conferences for the region in which the Territory is located and at National Sales Conferences.

(ii) Submission of rolling three-month forecasts of bookings and billings forecasts to HISS every month.

(iii) Submission of annual sales forecasts.

(iv) Submission of customer contact reports on a regular basis.

(c) Representative shall obtain, and regularly report to HISS, information concerning existing and potential markets for existing Products, as well as customer Interest in potential new or modified Products within HISS's field of operations;

(d) Representative shall cooperate with and assist HISS in Implementing such promotional and merchandising campaigns as HISS may from time to time undertake;

(e) Representative shall regularly report to HISS regarding activities of HISS's competitors of which Representative becomes aware during the course of Representative's services hereunder;

(f) Representative shall properly store and maintain all Products and other property of HISS which may be supplied to Representative on consignment, for demonstration purposes or otherwise, and shall return the same to HISS in good condition (reasonable wear and tear excepted) upon the termination of this Agreement or HISS's request therefore. Representative shall be responsible for normal maintenance of all demonstration units when they are located in the Territory. Representative shall provide monthly inventory reports to HISS of any Products or other property of HISS, which is in Representative's possession, or in transit to or from Representative, and shall be responsible for any loss or shortage. Representative shall keep appropriate and adequate records of any Products or other property of HISS shipped to and from Its premises under its control or direction, and shall maintain suitable warehousing facilities where required. HISS shall have the right, on request, to examine and/or audit all records pertaining thereto and to conduct a physical inventory on reasonable notice;

(g) Representative shall promptly notify HISS of any complaint or claim made or brought against Representative or HISS with respect to any Product;

(h) Representative shell promptly notify HISS of all inquiries regarding Products received by Representative from sources outside the Territory;

(i) Representative shall avoid any actual or potential conflict of interest with its duties to HISS hereunder. Representative shall not represent any other manufacturer or supplier of equipment competitive with the Products without the prior written consent of HISS; and

m Representative shall attend, at Representative's expense, at least one of HISS's periodic training sessions per year.

2.4. Duties of HISS. During the term of this Agreement, HISS agrees as follows:

(a) HISS shall provide Representative with current technical Information regarding the Products. HISS may add or delete Products which it offers for sale from time to time in its sole discretion; and

(b) HISS shall furnish to Representative, without charge, reasonable quantities of promotional sales literature and brochures, catalogue sheets, price lists and engineering data and such other information and sales aids as, in HISS's opinion, are appropriate for use by Representative in soliciting the sale of Products hereunder, which materials may be used by Representative solely to support its sales activities on HISS's behalf.

2.5 Commissions.

(a) As sole and exclusive compensation for Representative's services hereunder, HISS shall pay Commissions to Representative, at the rates set forth in Exhibit A attached hereto, on (i) the Net Billings directly invoiced by HISS with respect to sales of Products to Regular Account customers located in the Territory I and (ii) the Net Billings invoiced by HISS's Industrial Distributors with respect to sales of Products for shipment to Regular Account customers of Representative located in the Territory, but excluding in each case Net Billings with respect to sales of Products to House Accounts.

(b) Commission payments with respect to sales of Products made directly through Representative shall be made by the fifteenth (15th) day of the calendar month following the month in which HISS receives payment from its customers.

(c) There shall be deducted from any Commission payment due Representative an amount equal to the total of: (i) any Commissions previously paid in respect to sales of Products which have subsequently been returned; and (ii) a pro rata portion of any Commissions previously paid in respect to Products upon which refunds or credits have subsequently been allowed by HISS.

(d) Each Commission payment shall be accompanied by a statement setting forth in reasonable detail the computation of the Commissions being paid, and any deductions thereto for identifying invoices by number.

(e) HISS may, in its sole discretion, allocate Commissions to be shared between two or more of HISS's Representatives. Representative shall be notified in writing of HISS's determination, which shall be final.

(f) Commissions shall not accrue or be payable on orders or shipments for any non-production items, such as experimental samples. tools or equipment, development or experimental products, special testing equipment or any similar equipment, paperwork, or for non-recurring engineering or technology transfer charges, royalties or license fees.

(g) If this Agreement is terminated by either party, Commissions shall thereafter be determined and payable in accordance with Section 5.

(h) Any claim or dispute Representative may have, which is related to or arises out of the payment of Commissions hereunder shall be submitted to HISS in writing within thirty (30) days after Representative knows of, or has reason to know of, the basis for the claim or dispute. Failure to give notice shall relieve HISS from any and all liability for such claim or dispute. The provisions of this subsection shall survive the termination of this Agreement.

3. Warranties and Limitations of Liability.

HISS shall provide to customers solicited by Representative only such limited product warranties as are contained in its Standard Terms and Conditions of Sale, as modified from time to time. Representative shall make no representations or warranties to customers or potential customers Inconsistent with or in addition to those contained in such terms and conditions.

4. Confidential Information and Trademarks.

4.1 Proprietary Rights. Representative agrees that HISS retains proprietary rights in and to all product specifications, designs, engineering details, discoveries, inventions, patents, trade secrets and other proprietary rights relating to the Products (the "Proprietary Information"). The Products are offered for sale and are sold by HISS subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, to manufacture, duplicate or otherwise copy or reproduce any of the Products.

4.2 Protection of Confidential Information. Representative agrees to protect the confidentiality of all Confidential Information (including without limitation the Proprietary Information) with the same degree of care as Representative accords to Representative's own confidential and proprietary information and to use such Confidential Information only for purposes related to this Agreement; provided, however, that Representative shall not be obligated to treat information as Confidential Information, if such information:

(a) Was rightfully in Representative's possession, or rightfully known to Representative, prior to its receipt from HISS; or

(b) Is or becomes public knowledge without the fault of Representative;

(c) Is or becomes rightfully available to Representative without confidential restriction from a source having no duty of confidentiality to HISS.

4.3 Continuation of Obligations. The obligations imposed by Section 4.2 shall continue during the term of this Agreement and for a period of two (2) years thereafter. Upon termination of this Agreement, Representative will return to HISS, within thirty (30) days, all Confidential Information in written or other tangible form, and all reproductions, copies, extracts or summaries thereof, in its possession.

4.4 Trademarks. HISS hereby grants Representative the right to use HISS's trademarks solely in connection with the solicitation of orders for Products hereunder and for such other purposes as may be approved in advance by HISS. Representative acknowledges that such trademarks are and shall remain the sole" property of HISS. Representative shall not do or suffer to be done any act or thing that will in any way impair the rights of HISS in and to any HISS trademark. Representative agrees not to use or register for use any name or mark confusingly similar to any trademark of HISS. Upon termination of this Agreement for any reason, Representative agrees to discontinue use of all HISS trademarks.

5. Term and Termination.

5.1 Term. Unless terminated sooner as herein provided, the term of this Agreement shall be for a period of twelve (12) months from the date of this Agreement. Furthermore, this Agreement will be automatically renewed for additional twelve (12)-month terms, unless HISS gives notice of termination of the Agreement to Representative at least thirty (30) days' prior to the expiration of the initial or any renewal term.

5.2 Termination by HISS for Cause. This Agreement may be immediately terminated by HISS upon the breach or default by Representative of any of the material terms, obligations, covenants, representations or warranties contained herein, including, without limitation, Representative's misuse of Confidential Information or the engagement in activities competitive with the sale of Products by HISS, by giving written notice of termination and specifying such breach or default. Representative shall not be entitled to receive any Commission payments after termination of this Agreement by HISS for cause.

5.3 Termination Without Cause. This Agreement may be terminated by either of the parties without cause upon written notice to the other party given at least thirty (30) days prior to the effective date of termination stated in the notice. In such event, Representative shall receive Commissions only on Bookings made directly through Representative prior to the date of termination, which result in payments made within six (6) months after the date of termination.

6. Miscellaneous.

6.1 Nature of Relationship. Representative shall at all times during the performance of its services hereunder be an independent contractor, maintaining sole and exclusive control over its business, operations and employees. Except as specifically provided herein, all expenses and disbursements, including, but not limited to. those for travel, entertainment, office, clerical, insurance, employee compensation and general selling expenses, that may be incurred by Representative in connection with this Agreement shall be borne wholly and completely by Representative, and HISS shall be in no way responsible or liable therefore. Except as specifically provided herein, neither party shall have, or shall hold itself or himself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon the other or to pledge the other's credit or to extend credit in the other's name.

6.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery or on the day sent by facsimile transmission if a true and correct copy is sent the same day by first class mail, postage prepaid, or by dispatch by an internationally recognized express courier service, to the proper parties at the appropriate business addresses.

6.3 Damages. HISS shall not in any way be liable for any losses, injuries, damages or claims of any nature whatsoever, which Representative may be subject to or incur as a result of any of its activities in connection with this Agreement. Representative will carry adequate insurance, at its own expense, to cover such contingencies and will, upon request, submit proof thereof to HISS's satisfaction. Representative shall indemnify and hold HISS harmless from any claims or losses for property damage, personal injury, or any other liability arising from the negligence or fault of Representative, its employees or agents.

6.4 Headings. The headings of the several sections of this Agreement are inserted for the convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.

6.5 Counterparts. This Agreement may be executed in counterparts, and delivery of a signed counterpart by facsimile shall constitute valid execution and delivery of this Agreement.

6.6 Assignment. Neither this Agreement, nor any rights or obligations hereunder may be assigned, delegated or transferred In any manner by Representative without the prior written consent of HISS. This Agreement shall bind and inure to the benefit of any successors or assigns of HISS and to any permitted successors or assigns of Representative.

6.7 Entire Agreement. This Agreement, including Exhibits A and B hereto, constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous negotiations, representations, agreements and understandings of the parties. Except for amendments or modifications permitted to be made by HISS in its sole discretion, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the party sought to be bound.

6.8 Applicable Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without regard to any principles governing conflicts of laws. Any action or proceeding brought under or arising out of this Agreement shall be litigated or brought In an appropriate state or federal court in the State of Florida. The trade terms under this Agreement shall be governed by and interpreted In accordance with the provisions of the Uniform Commercial Code, as adopted In the State of Florida) and shall not be subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods.

6.9 Severability. Should any provision of this Agreement be determined to be invalid, it should be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

6.10 Non-Waiver. The failure of either party to enforce at any time any provision or provisions of this Agreement shall In no way be considered to be a waiver of such provision or provisions, nor shall such failure affect the validity of this Agreement in any way. The failure of either party to exercise any such provision or provisions shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any other right under this Agreement.

6.11 Attorneys’ Fees. In the event of any action or proceeding brought by one party against the other concerning this Agreement, whether for declaratory or other relief, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorneys' fees.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.

/s/ John Nodine__________________	HISS, Inc.
(Sales Agent)

By:___________________________	By: /s/ Brian Riley
	Its:

Name: John Nodine_______________	Name: Brian Riley_____________
Title: President__________________	Title: Sec/Treasurer____________
Address: 21 Loop Rd _____________	Address: 2 Town Square________
Arden, NC 28704_________	Asheville, NC 28803_____

EXHIBIT A

SALES REPRESENTATIVE AGREEMENT

Dated: ______

1. PRODUCTS

The HISS products covered by this Agreement are listed below:

All HISS Standard Products and Options (Hardware and Software) listed on the effective , 2005

2. COMMISSIONS OR REPRESENTATIVE DISCOUNT SCHEDULE FOR DIRECT AND INDUSTRIAL DISTRIBUTOR SALES

A. Cyber Tracker/Port Systems- (Includes Military) - 50% net profit (Less equipment, local commissions, maintenance and set up)

B. Radiation Detection (Duke Pro) - Shared 50% net commission on all sales.

C. Radiation/explosive detection Wand - Shared 50% net commission on all sales.

D. Sensor Pack- Shared 50% net commission on all sales

STRATEGIC ALLIANCE AGREEMENT

This Strategic Agreement (this "Agreement") is entered into as of the 22 day of June, 2005 (hereinafter referred to as the effective date of the Agreement), by and between SMALL CORPORATION, a Georgia corporation (hereinafter referred to as "Small "), and LARGE CORPORATION, a Delaware corporation (hereinafter referred to as "Large").

WITNESSETH:

WHEREAS, Small and Large wish to enter into a strategic alliance to market and perform certain complementary business consulting services;

NOW. THEREFORE. in consideration of the foregoing and of the mutual premises hereinafter expressed, the parties hereto do mutually agree as follows:

ARTICLE 1. SCOPE OF STRATEGIC ALLIANCE.

A. Small shall, in a professional manner, take all steps necessary to market and perform its Business Improvement Program and its other services (collectively the "Small Services") for clients referred to Small by Large. Any engagement to perform Small Services shall be on such terms and conditions as Small may approve in its sole discretion. Small will perform, schedule. staff and manage all Small Services, Notwithstanding the foregoing, Large may, at its election, bill the client directly for Small Services and under such circumstances Small shall bill Large the pre-agreed amount for the engagement as adjusted by any client-approved change orders; otherwise, Small will bill the client directly. Large agrees to include reference to Small in each contract and proposal involving Small Services. Small's Business Improvement Program ("BIP"), and other proprietary information and associated products, copyrights, trademarks, trade names and logos developed by Small shall remain the property of Small and reference to Small's rights shall be made in all uses of such materials in at least 12 point type.

B. Large shall, in a professional manner, take all steps necessary to market and perform its business management consulting services (collectively the "Large Services") for clients referred to Large by Small. Any engagement to perform Large Services shall be on such terms and conditions as Large ma approve in its sale discretion. Large will perform, schedule, staff and manage all Large Services.

ARTICLE II. PERIOD OF PERFORMANCE.

This Agreement shall be effective as of the date first set forth above and, shall expire on the later of(i five (5) years from the date hereof, or (ii) with respect to any projects identified in any contract for which Large is billing the client directly, upon the completion of Small's Services and receipt of payment by Small from Large for said services. This Agreement shall be automatically renewed for successive one year periods unless either party gives written notice of termination to the other party at least thirty (30) days prior to the date of expiration. Notwithstanding the foregoing, this Agreement shall be earlier terminated (x) by mutual agreement of the parties. or (y) at any time upon sixty (60) days advance written notice to the other party. Time is of the essence in this Agreement. '

ARTICLE III. MANAGEMENT.

Each party shall designate a partner, officer or other senior person to be responsible for the overall administration of this Agreement. Large shall have ultimate responsibility for client relationships for j those clients that it elects to bill directly for Small Services and Small will respond to Large's direction.

ARTICLE IV. CONFIDENTIAL INFORMATION.

The parties acknowledge and agree that in the course of the performance of the Large Services and the Small Services (collectively, the "Services") or additional services pursuant to this Agreement, that ea may be given access to, or come into possession of, confidential information of the other party which I information may contain trade secrets, proprietary data or other confidential material of that party. Therefore the parties have executed a Non-Disclosure Agreement which is attached hereto as Exhibit A, and incorporated by reference as if fully set forth herein. Materials used in any engagement undertake pursuant to this Agreement shall not be altered or changed without the consent of both parties.

ARTICLE V. NO PARTNERSHIP.

Nothing herein contained shall be construed to imply a joint venture, partnership or principal-agent I relationship between Large and Small, and neither party shall have the right, power or authority to . obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. The I parties do not contemplate a sharing of profits relating to the Large Services or the Small Services so ~ to create a separate taxable entity under Section 761 of the Internal Revenue Code of 1986, as amended, nor co-ownership of a business or property so as to create a separate partnership under the law of any jurisdiction, including, without limitation, Georgia or Delaware. Accordingly, for tax, property and liability purposes Large will provide the Large Services, and Small will perform the Small Services, each on a professional basis and as an independent contractor of the other. Revenues and expenses relating to the Services and any additional services shall be reported separately by the parties for tax purposes. During the performance of the any of the Services, Large's employees will not be considered employees of Small, and vice versa, within the meaning or the applications of any federal, state or local, laws or regulations including. but not limited to, laws or regulations covering unemployment insurance old age benefits, worker's compensation. industrial accident, labor or taxes of any kind. Large's I personnel who are to perform the Large Services or additional services to be provided by Large hereunder shall be under the employment, and ultimate control, management and supervision of Large. Small's personnel who are to perform the Small Services or additional services to be provided by Small hereunder shall be under the employment, and ultimate control, management and supervision of Small It is understood and agreed that Small's employees shall not be considered Large's employees within t meaning or application of Large's employee fringe benefit programs for the purpose of vacations, holidays, pension, group life insurance, accidental death, medical, hospitalization, and surgical benefits and vice versa.

ARTICLE VI. TRADEMARK, TRADENAME AND COPYRIGHTS.

Except as expressly provided herein, this Agreement does not give either party any ownership rights 0 interest in the other party's trade name, trademarks or copyrights.

ARTICLE VII. INDEMNIFICATION.

Each of Large and Small, at its own expense, shall indemnify, defend and hold the other, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third· party suits, actions, investigations and proceedings, and related costs and expenses (including reasonable attorney's fees) resulting solely and directly from the indemnifying party's negligence or willful misconduct. Neither Large nor Small shall be required hereunder to defend, indemnify or hold harmless the other and/or its partners, shareholders, directors, officers, directors, employees and agents, or any them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification or of any third-party. Each of Large and Small agrees to give the other prompt written notice of any claim or other matter as to which it believes this indemnification provision is applicable. The indemnifying party shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate. Each party further agree to cooperate with the other in the defense of any such claim or other matter.

ARTICLE VIII NON-SOLICITATION OF PERSONNEL.

Small and Large agree not to engage in any attempt whatsoever, to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of this Agreement and for a period of six (6) months following expiration or termination of this Agreement except as may be mutually agreed in writing.

ARTICLE IX. INTELLECTUAL PROPERTY

Work performed on engagements pursuant to this Agreement by either Large and/or Small and information, materials, products and deliverables developed in connection with engagements pursuant 0 this Agreement shall be the property of the respective parties performing the work or creating the information. All underlying methodology utilized by Small and Large respectively which was created and/or developed by either prior to the date of this Agreement and utilized in the course of performing engagements pursuant to this Agreement shall not become the property of the other. Each party's rights, titles and interests are described in the Non-Disclosure Agreement attached hereto as Exhibit A.

ARTICLE X. GENERAL PROVISIONS

A. Entire Agreement: This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof, This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of each of the parties.

B. Conflict: In the event of any conflict, ambiguity or inconsistency between this Agreement and any other document which may be annexed hereto, the terms of this Agreement shall govern.

C. Assignment and Delegation: Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other party.

D. Notices: Any notice required or permitted to be given under this Agreement shall be in writing, by hand delivery, commercial overnight courier or registered or certified U.S. Mail, to the address stated below for Small or to the address stated below for Large, and shall be deemed duly given upon receipt or if by registered or certified mail three (3) business days following deposit in the U.S. Mail. The parties hereto may from time to time designate in writing other addresses expressly for the purpose of receipt of notice hereunder.

If to Large:

If to Small:

E. Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In an event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, S if such provision had not been included, or had been modified as above provided, as the case may be.

F. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to its choice of law principles.

G. Paragraph Headings: The paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect.

H. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall b deemed an original, but all of which together shall constitute one and the same instrument.

I. Exhibits: The Exhibits attached hereto are made a part of this Agreement as if fully set forth herein.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above.

LARGE CORPORATION SMALL CORPORATION

By: /s/ Frank Moody By: Duke Pro, Inc.

Name: Frank Moody Name: /s/ John Nodine

Exhibit 10.16

SALES REPRESENTATIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into as of the 27th day of May, 2005, by and between HISS , a Florida corporation ("HISS"), and Barry Bennett a resident of the State of Virginia residing at 119 North Payne Street, Alexandria, Virginia 22314.

R E C I T A L S :

A. HISS designs and/or manufactures security system software and products, including Cyber Tracker, Radiation Detection equipment, and cellular phones.

B. Representative represents that it is familiar with the market for HISS's products and wishes to act as a sales representative for HISS's Products (as defined below) in the Territory (as defined below).

NOW, THEREFORE, in consideration of the mutual promises and mutual covenants exchanged, the parties hereby agree as follows:

1. Definitions .

As used herein:

1. 1 " Products " shall mean those standard HISS products, systems and accessories and related products offered by HISS for sale in the Territory which are listed in Exhibit A attached hereto, as the same may be amended or modified from time to time by HISS in its sole discretion.

1 . 2 " Territory " shall mean the geographical area, specified prospects/customers or areas described in Exhibit B attached hereto, as the same may be amended or modified from time to time by duly authorized representatives of the parties hereto in writing.

1 . 3 " Net Billings " shall mean all amounts invoiced in respect to the sale of Products actually shipped to a customer, less actual discounts, credits, refunds and allowances made, freight, transportation, C.O.D., insurance and similar charges, manufacturer's warranty charges, and any applicable sales, use or other similar taxes.

1 . 4 " Bookings " shall mean orders from customers that have been received, acknowledged and accepted by HISS and scheduled for shipment to the customer.

1 . 5 " Commissions " shall mean Representative's compen-sation for performance of its duties hereunder at the rates set forth in Exhibit A attached hereto, as the same may be amended or modified from time to time by HISS in its sole discretion by giving at least thirty (30) days’ prior written notice to Representative before such change becomes effective. The new commission rates shall apply to all orders received or dated after the effective date of such notification.

1 . 6 " House Accounts " shall mean those customers for or purchasers of HISS Products which are located within the Territory and which are designated from time to time in writing by HISS as House Accounts. House Accounts designated by HISS at the time of execution of this Agreement are set forth in Exhibit B attached hereto. HISS may in its sole discretion designate other customers as House Accounts by giving Representative at least ten (10) days prior written notice of such designation before such designation becomes effective.

1 . 7 " Regular Accounts " shall mean those customers for or purchasers of HISS Products which are not defined in Section 1.6 above and shall be serviced by the Representative.

1 . 8 " Industrial Distributor " shall mean those persons, firms or organizations purchasing HISS Products for resale to customers in the Territory (excluding House Accounts) in accordance with distributorship agreements entered into from time to time with HISS.

1 . 9 " Confidential Information " shall mean all informa-tion made available by HISS to Representative, its agents or employees, in connection with this Agreement which HISS protects against unrestricted disclosure to others and which: (i) if in written or other tangible form, is clearly designated as "Confidential"; or (ii) if disclosed orally, is designated as "Confidential" in a written memorandum delivered by HISS promptly following such oral disclosure. By way of illustration, but no limitation, Confidential Information may include proprietary technical data and concepts, vendor and customer information, financial information and marketing data.

2. Sales Agency Arrangement .

2. 1 Appointment . HISS hereby appoints Representative as HISS's non-exclusive sales representative to solicit orders for Products in the Territory, and Representative hereby accepts such appointment, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, HISS reserves the right during the term of this Agreement to sell Products directly to House Accounts without paying Commissions to Representative.

2 . 2 Solicitation of Orders .

( a ) Representative agrees to use its diligent and best efforts to solicit orders and promote sales of Products in the Territory and to devote such time and effort to such activities as is reasonably necessary to provide coverage for existing and potential accounts within the Territory on a regular basis, consistent with good business practices.

( b ) Representative shall solicit orders for Products at such prices, and on such other terms and conditions, as may be established by HISS from time to time. All quotations for Products must be made on HISS's standard quotation forms and be based upon HISS's published prices and standard terms and conditions as then in effect, unless deviations there from have been approved in advance by HISS. No quotation will be valid for a period of more than thirty (30) days unless otherwise approved in advance by HISS. Representative will provide to HISS copies of all quotations and correspondence with customers and potential customers.

(c) All Purchase Orders solicited by Representative are subject to written acceptance by an officer or other authorized employee of HISS, and no Purchase Order shall be binding upon HISS until so accepted. All orders will be accepted only in accordance with HISS's Standard Terms and Conditions of Sale. HISS reserves the right to alter or amend its Standard Terms and Conditions of Sale at any time and such revised Standard Terms and Conditions of Sale shall be used for all sales after the effective date of such revisions. Representative agrees that it shall have no authority to accept any order, assume, create or modify any agreement or obligation or authorize any allowance, adjustment or return of Products on behalf of HISS and shall so advise all customers and potential customers with whom it deals.

(d) HISS shall have the right to change its standard price list at any time and from time to time during the term of this Agreement, provided that HISS shall give Representative thirty (30) days' advance notice of any such price change. No price change shall be effective for Products covered by a Purchase Order accepted by HISS prior to the effective date of such price change. The price of all Products shall include the cost of standard packaging in accordance with HISS's standard commercial practices. All freight, insurance, shipping and non-standard packaging expense shall be borne by and invoiced to the customer unless otherwise specified in HISS’s quotation.

2. 3 Other Duties of Representative .

During the term of this Agreement, Representative agrees as follows:

( a ) Representative shall maintain at least one office in the Territory which shall be continually open and adequately staffed during normal business hours. Representative shall employ an adequate number of qualified sales personnel, at such compensation and on such other conditions as Representative may deem appropriate, in order to enable Representative to discharge its duties hereunder;

( b ) Upon request of HISS, Representative agrees to undertake, at Representative's expense, those administrative functions HISS deems reasonably required for proper management of the sales activity, including, but not limited to:

( i ) Attendance of sales personnel at Regional Sales Conferences for the region in which the Territory is located and at National Sales Conferences.

( ii ) Submission of rolling three-month forecasts of bookings and billings forecasts to HISS every month.

( iii ) Submission of annual sales forecasts.

( iv ) Submission of customer contact reports on a regular basis.

( c ) Representative shall obtain, and regularly report to HISS, information concerning existing and potential markets for existing Products, as well as customer interest in potential new or modified Products within HISS's field of operations;

( d ) Representative shall cooperate with and assist HISS in implementing such promotional and merchandising campaigns as HISS may from time to time undertake;

( e ) Representative shall regularly report to HISS regarding activities of HISS's competitors of which Representative becomes aware during the course of Representative's services hereunder;

( f ) Representative shall properly store and maintain all Products and other property of HISS which may be supplied to Representative on consignment, for demonstration purposes or otherwise, and shall return the same to HISS in good condition (reasonable wear and tear excepted) upon the termination of this Agreement or HISS's request therefore. Representative shall be responsible for normal maintenance of all demonstration units when they are located in the Territory. Representative shall provide monthly inventory reports to HISS of any Products or other property of HISS, which is in Representative's possession, or in transit to or from Representative, and shall be responsible for any loss or shortage. Representative shall keep appropriate and adequate records of any Products or other property of HISS shipped to and from its premises under its control or direction, and shall maintain suitable warehousing facilities where required. HISS shall have the right, on request, to examine and/or audit all records pertaining thereto and to conduct a physical inventory on reasonable notice;

( g ) Representative shall promptly notify HISS of any complaint or claim made or brought against Representative or HISS with respect to any Product;

( h ) Representative shall promptly notify HISS of all inquiries regarding Products received by Representative from sources outside the Territory;

( i ) Representative shall avoid any actual or potential conflict of interest with its duties to HISS hereunder. Representative shall not represent any other manufacturer or supplier of equipment competitive with the Products without the prior written consent of HISS; and

( j ) Representative shall attend, at Representa-tive's expense, at least one of HISS's periodic training sessions per year.

2. 4 Duties of HISS .

During the term of this Agreement, HISS agrees as follows:

( a ) HISS shall provide Representative with current technical information regarding the Products. HISS may add or delete Products which it offers for sale from time to time in its sole discretion; and

( b ) HISS shall furnish to Representative, without charge, reasonable quantities of promotional sales literature and brochures, catalogue sheets, price lists and engineering data and such other information and sales aids as, in HISS's opinion, are appropriate for use by Representative in soliciting the sale of Products hereunder, which materials may be used by Representative solely to support its sales activities on HISS's behalf.

2. 5 Commissions .

( a ) As sole and exclusive commission compensation for Representative's services hereunder, HISS shall pay Commissions to Representative, at the rates set forth in Exhibit A attached hereto, on (i) the Net Billings directly invoiced by HISS with respect to sales of Products to Regular Account customers located in the Territory, and (ii) the Net Billings invoiced by HISS's Industrial Distributors with respect to sales of Products for shipment to Regular Account customers of Representative located in the Territory, but excluding in each case Net Billings with respect to sales of Products to House Accounts.

( b ) Commission payments with respect to sales of Products made directly through Representative shall be made by the fifteenth (15th) day of the calendar month following the month in which HISS receives payment from its customers.

( d ) Each Commission payment shall be accompanied by a statement setting forth in reasonable detail the computation of the Commissions being paid, and any deductions thereto for identifying invoices by number.

( e ) HISS may, in its sole discretion, allocate Commissions to be shared between two or more of HISS's Representatives. Representative shall be notified in writing of HISS's determination, which shall be final.

( g ) If this Agreement is terminated by either party, Commissions shall thereafter be determined and payable in accordance with Section 5.

( h ) Any claim or dispute Representative may have, which is related to or arises out of the payment of Commissions hereunder shall be submitted to HISS in writing within thirty (30) days after Representative knows of, or has reason to know of, the basis for the claim or dispute. Failure to give notice shall relieve HISS from any and all liability for such claim or dispute. The provisions of this subsection shall survive the termination of this Agreement.

2.6	Compensation.

HISS agrees to pay Barry Bennett a sum of $5,000.00 each month beginning on June 1, 2005 and at the beginning of each month thereafter for the life of this agreement. Barry Bennett aggress to become a Part-time employee of HISS and operate a Washington Office for the company. In addition to the monthly compensation HISS will pay $800 each month during the term of this agreement as a portion of rent and overhead. All other expenses must be pre-approved by HISS.

2.7	Stock Option Plan

Barry Bennett will participation in the ESOP and be granted restricted stock options at a agreed upon strike price for 20,000 shares per month.

3. Warranties and Limitations of Liability .

HISS shall provide to customers solicited by Representative only such limited product warranties as are contained in its Standard Terms and Conditions of Sale, as modified from time to time. Representative shall make no representations or warranties to customers or potential customers inconsistent with or in addition to those contained in such terms and conditions.

4. Confidential Information and Trademarks .

4. 1 Proprietary Rights .

Representative agrees that HISS retains proprietary rights in and to all product specifications, designs, engineering details, discoveries, inventions, patents, trade secrets and other proprietary rights relating to the Products (the "Proprietary Information"). The Products are offered for sale and are sold by HISS subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, to manufacture, duplicate or otherwise copy or reproduce any of the Products.

4. 2 Protection of Confidential Information .

Represen-tative agrees to protect the confidentiality of all Confidential Information (including without limitation the Proprietary Information) with the same degree of care as Representative accords to Representative's own confidential and proprietary information and to use such Confidential Information only for purposes related to this Agreement; provided, however, that Representative shall not be obligated to treat information as Confidential Information, if such information:

( a ) Was rightfully in Representative's posses-sion, or rightfully known to Representative, prior to its receipt from HISS; or

( b ) Is or becomes public knowledge without the fault of Representative; or

( c ) Is or becomes rightfully available to Representative without confidential restriction from a source having no duty of confidentiality to HISS.

4. 3 Continuation of Obligations .

The obligations imposed by Section 4.2 shall continue during the term of this Agreement and for a period of two (2) years thereafter. Upon termination of this Agreement, Representative will return to HISS, within thirty (30) days, all Confidential Information in written or other tangible form, and all reproductions, copies, extracts or summaries thereof, in its possession.

4. 4 Trademarks .

HISS hereby grants Representative the right to use HISS's trademarks solely in connection with the solicitation of orders for Products hereunder and for such other purposes as may be approved in advance by HISS. Representative acknowledges that such trademarks are and shall remain the sole property of HISS. Representative shall not do or suffer to be done any act or thing that will in any way impair the rights of HISS in and to any HISS trademark. Representative agrees not to use or register for use any name or mark confusingly similar to any trademark of HISS. Upon termination of this Agreement for any reason, Representative agrees to discontinue use of all HISS trademarks.

5. Term and Termination .

5. 1 Term .

Unless terminated sooner as herein provided, the term of this Agreement shall be for a period of twelve (12) months from the date of this Agreement. Furthermore, this Agreement will be automatically renewed for additional twelve (12)-month terms, unless HISS gives notice of termination of the Agreement to Representative at least thirty (30) days’ prior to the expiration of the initial or any renewal term. Commissions on accounts booked by the representative will continue to be paid as long as the accounts are active and generating net billing revenue.

5. 2 Termination by HISS for Cause .

This Agreement may be immediately terminated by HISS upon the breach or default by Representative of any of the material terms, obligations, covenants, representations or warranties contained herein, including, without limitation, Representative's misuse of Confidential Information or the engagement in activities competitive with the sale of Products by HISS, by giving written notice of termination and specifying such breach or default.

5. 3 Termination Without Cause .

This Agreement may be terminated by either of the parties without cause upon written notice to the other party given at least ninety (90) days prior to the effective date of termination stated in the notice. In such event, Representative shall receive Commissions only on Bookings made directly through Representative prior to the date of termination, which result in payments made for as long as the bookings generate net billing revenue.

6. Miscellaneous .

6. 2 Notices .

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery or on the day sent by facsimile transmission if a true and correct copy is sent the same day by first class mail, postage prepaid, or by dispatch by an internationally recognized express courier service, to the proper parties at the appropriate business addresses.

6. 4 Headings .

The headings of the several sections of this Agreement are inserted for the convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.

6. 5 Counterparts .

This Agreement may be executed in counterparts, and delivery of a signed counterpart by facsimile shall constitute valid execution and delivery of this Agreement.

6. 6 Assignment .

Neither this Agreement, nor any rights or obligations hereunder may be assigned, delegated or transferred in any manner by Representative without the prior written consent of HISS. This Agreement shall bind and inure to the benefit of any successors or assigns of HISS and to any permitted successors or assigns of Representative.

6. 7 Entire Agreement .

This Agreement, including Exhibits A and B hereto, constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous negotiations, representations, agreements and understandings of the parties. Except for amendments or modifications permitted to be made by HISS in its sole discretion, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the party sought to be bound.

6. 8 Applicable Law .

This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without regard to any principles governing conflicts of laws. Any action or proceeding brought under or arising out of this Agreement shall be litigated or brought in an appropriate state or federal court in the State of Florida. The trade terms under this Agreement shall be governed by and interpreted in accordance with the provisions of the Uniform Commercial Code, as adopted in the State of Florida, and shall not be subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods.

6. 9 Severability .

Should any provision of this Agreement be determined to be invalid, it should be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

6. 10 Non-Waiver .

The failure of either party to enforce at any time any provision or provisions of this Agreement shall in no way be considered to be a waiver of such provision or provisions, nor shall such failure affect the validity of this Agreement in any way. The failure of either party to exercise any such provision or provisions shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any other right under this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.

________________________________ HISS, Inc.

(Sales Representative)

By: Barry Bennett` By: Fredrick W. Wicks

Its: COO

Name: Barry Bennett Name:_________________________

EXHIBIT A

SALES REPRESENTATIVE AGREEMENT

Dated: _______________

1. PRODUCTS

The HISS products covered by this Agreement are listed below:

All HISS Standard Products and Options (Hardware and Software) listed on the effective , 2005

2 . COMMISSIONS SCHEDULE FOR DIRECT SALES

15% of the net billing invoice.

EXHIBIT B

SALES REPRESENTATIVE AGREEMENT

Dated: May 27, 2005

1. TERRITORY

The following Territory is hereby assigned to Representative for the sale of HISS Products as described in this Agreement:

United States Federal Government, State Governments, Local Governments, and Foreign Governments non-exclusively

2. HOUSE ACCOUNTS

Excluded from commissions payable for sales in the Territory are sales to the following House Accounts:

3. REGULAR ACCOUNTS

All accounts not listed in Exhibit B, Item 2 above. HISS assigns exclusivity by customer accounts. When a sales representative introduces a potential customer to HISS by providing his name, position and title, the organization that he is affiliated with and his email address or telephone number and address, the potential customer is then entered into our data base. Once this information is presented to HISS Marketing, this customer is designated as your exclusive account for one year from the day you registered him with HISS or as long as this agreement is in effect, provided that this account places an order with HISS within the 12 month period after the registration.

Exhibit 10.17

PBA- HISS

Non-Exclusive Commission Agreement

1. PURPOSE OF AGREEMENT

This agreement is being made between Personal Business Advisors LLC (PBA), hereinafter called PBA; and Homeland Integrated Security Systems, residing in Asheville, NC, hereinafter called HISS.

HISS is engaging Personal Business Advisors, LLC (PBA) to sell the company and/or find investor(s) and/or find financing for HISS.

2. SUCCESS-ONLY FEE

HISS agrees to pay PBA. for services described in Section 1, a success-only finder's fee of 15% of the transaction, if less than $1,000,000; or a 10% success-only finder's fee, if the transaction is more than $1,000,000.

PBA has to recruit the potential/buyer/investor(s)/ and/or have a substantial part in the negotiations, that ultimately leads to the sale of the company and/or securing investment(s) and/or financing for HISS. PBA will be entitled to its fee ONLY for the initial consummated transaction. Subsequent transactions involving the same parties will not be subject to finders fees.

All fees due are to be paid at 18944 SE Jupiter River Drive, Jupiter, FL. 33458 or any other place as PBA specifies, within 10 days of receipt of the cleared investment funds.

3. DURATION

This Agreement shall remain in effect for 360 days. Upon expiration of this initial period, it will be automatically renewed unless terminated thereafter with 30 days written notice by either party.

4. GENERAL

All statements and correspondence will be directed to Fred Wicks, COO, Homeland Integrated Security Systems at the address below. Both parties agree to provide changes in address or telephone numbers. HISS agrees that PBA has given no guarantees regarding the outcome of this engagement PBA agrees that HISS is under no obligation to accept a transaction.

This agreement shall be governed by and constructed in accordance with the laws of Florida.

Dated: ,May 24, 2005 , Dated: May 24, 2005

/s/ Fredrick W. Wicks	/s/ Uwe Brettmann

For HISS:	Intermediary
Uwe Brettmann, Chairman	Fredrick W. Wicks, COO
Personal Business Advisors LlC	Homeland Integrated Security Systems, Inc
18944 SE Jupiter River Drive	768 Bocce Ct.
Jupiter, FL 33458	Palm Beach Gardens, FL 33410
Phone 561-744-9744	Phone: 561·253-8928
Fax 561-744-9884	Fax: 561-253-8928

New Tampa Professional Park, 8907 Regents Park Drive, Suite 370, Tampa, FL. 33647

Exhibit 10.19

AGREEMENT

AGREEMENT (this “ Agreement ”) is entered into and is effective as of November 1, 2005 (the “ Effective Date ”) by and between Homeland Integrated Security Systems, Inc. , a Florida Corporation, with a principal place of business at 1 Town Square Boulevard, Suite 347, Asheville, North Carolina 28803 (“ Grantor ”) and MJMM Investments, LLC, a Pennsylvania Limited Liability Company, with principal offices at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 (“ MJMM ”).

1. MJMM is hereby granted an option to purchase 10,,000,000 free trading shares of Homeland Integrated Security Systems, Inc. (HISC) common stock at per share price of $0.10.

2, Grantor agrees to register 10,000,000 common shares of Homeland Integrated Security Systems, Inc. (HISC) in the name of “MJMM Investments, LLC” in an SB-2 registration with the SEC within thirty (30) days of the date of this Agreement which shall become effective within ninety (90) days after the date of such SB-2 filing date. However, MJMM acknowledges that the Grantor cannot guarantee the exact date on which SEC shall declare the SB-2 effective. In the event that the SB-2 has not become effective within ninety (90) days of the date of this Agreement, then MJMM shall have the option to terminate this Agreement with five (5) days written notice.

3. Grantor agrees to deposit 10,000,000 shares of HISC common stock, in the form of twenty (20) certificates each in the amount of 500,000 shares, in an escrow account with Michael Bongiovanni of GreenTree Financial, upon the signing of this Agreement. Should MJMM elect to exercise the Option described herein the free trading shares common stock purchased under that option shall be delivered to MJMM from the escrow account upon receipt by the escrow agent of a check from MJMM.

4. This option shall expire after one (1) year from the effective date of the SB-2 Registration and any shares remaining in escrow after expiration shall be returned to the Grantor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

Homeland Integrated Security Systems, Inc.

A Florida Corporation

By: _____________________________

Frank Moody, CEO and President

MJMM Investments, LLC

A Pennsylvania Limited Liability Company

By: __________________________

Mark C. Kaley, President

Exhibit 10.20

AGREEMENT

AGREEMENT (this “ Agreement ”) is entered into and is effective as of November 1, 2005 (the “ Effective Date ”) by and between Homeland Integrated Security Systems, Inc. , a Florida Corporation, with a principal place of business at 1 Town Square Boulevard, Suite 347, Asheville, North Carolina 28803 (“ Grantor ”) and Management Solutions International, Inc., a Florida Corporation, with principal offices at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 (“ MSI ”).

1. MSI is hereby granted an option to purchase 10,000,000 free trading shares of Homeland Integrated Security Systems, Inc. (HISC) common stock at per share price of $0.10.

2, Grantor agrees to register 10,000,000 common shares of Homeland Integrated Security Systems, Inc. (HISC) in the name of “Management Solutions International, Inc.” in an SB-2 registration with the SEC within thirty (30) days of the date of this Agreement which shall become effective within ninety (90) days after the date of such SB-2 filing date. However, MSI acknowledges that the Grantor cannot guarantee the exact date on which SEC shall declare the SB-2 effective. In the event that the SB-2 has not become effective within ninety (90) days of the date of this Agreement, then MSI shall have the option to terminate this Agreement with five (5) days written notice.

3. Grantor agrees to deposit 10,000,000 shares of HISC common stock, in the form of twenty (20) certificates each in the amount of 500,000 shares, in an escrow account with Michael Bongiovanni of GreenTree Financial, upon the signing of this Agreement. Should MSI elect to exercise the Option described herein the free trading shares common stock purchased under that option shall be delivered to MSI from the escrow account upon receipt by the escrow agent of a check from MSI.

4. This option shall expire after one (1) year from the effective date of the SB-2 Registration and any shares remaining in escrow after expiration shall be returned to the Grantor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

Homeland Integrated Security Systems, Inc.

A Florida Corporation

By: _____________________________

Frank Moody, CEO and President

Management Solutions International, Inc.

A Florida Corporation

By: __________________________

John Neff, President

Exhibit 10.21

HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

STOCK OPTION GRANT

This certifies that for value received, A TO Z CONSULTING, INC. hereinafter called the “Optionee", has been granted the option (the "Option") to purchase 20,000,000 common shares of Common Stock of Homeland Integrated Security Systems, Inc. (the "Company"), at an exercise price of $0.10 per share (the "Exercise Price"), which represents the fair market value of the Common Stock on the date of grant. This Option will expire the earlier of: (a) Noon Eastern Standard Time on October 26, 2015; or (2) the death of the Optionee. This Option may be exercised in part or in whole at any time or from time to time. This Option is non-transferable during the life of the Optionee for any reason. Any purported transfer by the Optionee will render this Option null and void.

The Optionee may exercise this Option by delivering to the Company in writing this Option Agreement with the attached notice of exercise fully completed, indicating the number of shares of Common Stock to be exercised accompanied by a payment by certified check, cash or other form of payment acceptable to the Company of the aggregate Exercise Price for the shares purchased. If less than all the shares subject to this Option are exercised, the Company will issue to the Optionee a replacement Option containing identical terms and conditions to this Option for the number of shares remaining to be exercised. All shares issued under this Option will be "unrestricted common stock" promulgated by the Securities and Exchange Commission as registered in the Company’s Form SB-2 filed in 2005.

If at any time after the date of grant of this Option, the Company shall, by stock dividend, split-up, combination, reclassification or exchange, or through merger or consolidation, or otherwise, change its shares of Common Stock into a different number or kind of class of shares or other securities or property, then the number of shares covered by this Option and the Exercise Price of each such share shall be proportionately adjusted for any such change by the Board of Directors whose determination shall be conclusive. Any fraction of a share resulting from any adjustment shall be eliminated and the price per share of the remaining shares subject to this option adjusted accordingly.

WITNESS the signature of the duly authorized officers of the Company.

Homeland Integrated Security Systems, Inc.

Date of Original Issuance: __________ By: ______________________

Frank A. Moody, II, CEO

EXHIBIT "A"

EXERCISE FORM

(To be Executed If Optionee Desires to Exercise the Options)

TO: Homeland Integrated Security Systems, Inc.

The undersigned, being the Optionee of certain options ("Options") to purchase shares of common stock of Homeland Integrated Security Systems, Inc., (the "Company" and the "Shares"), under the conditions thereof, hereby exercises Options to purchase __________________ Shares evidenced by the within Option Agreement, and herewith makes payment of the exercise price in full in cash or immediately available funds. Kindly issue all Shares to the undersigned and deliver them to the undersigned at the address stated below. If such number of Shares shall not be all of the Shares purchasable under the within Option Agreement, please issue a new Option Agreement of like tenor for the balance of the remaining Shares purchasable hereunder to be delivered to the undersigned at the address stated below.

By signing below, the Undersigned acknowledges that he has received such financial and other information to his satisfaction regarding the Company as he requires making an informed investment decision. The Undersigned has had the opportunity to ask questions and receive answers from the Company regarding the Shares and the Company. The Undersigned further acknowledges that he is aware that the Shares issued pursuant to this exercise are restricted from transfer.

Name _____________________________________

(Please Print)

Address ___________________________________

Signature __________________________________

Dated _____________________

Exhibit 10.22

STATE OF NORTH CAROLINA

COUNTY OF BUNCOMBE

TWO TOWN SQUARE SMALL OFFICE SUITES LEASE

THIS LEASE AGREEMENT, made and entered into this the ____ day of _______, 200__ by and between, TWO TOWN SQUARE, LLC, a North Carolina limited liability company (“Lessor”), and SCENIC MEDIA, LLC dba HOMELAND INTEGRATED SECURITY SYSTEMS, INC. (“Lessee”).

WITNESSETH:

THAT for and in consideration of the mutual agreements of the parties, including the rental agreed to be paid by Lessee to Lessor, Lessor hereby leases to Lessee, and Lessee leases and rents from Lessor the following described premises on the terms and conditions hereinafter set forth, to wit:

Suite 245

Two Town Square

Biltmore Park

Two Town Square Boulevard

Asheville, NC 28803

said premises being hereinafter referred to as the “leased premises” (See copy of Floor Plan attached hereto as Exhibit A);

TO HAVE AND TO HOLD said leased premises unto Lessee upon the following conditions.

1. Term: The initial term of this lease shall be for two (2) years and two (2) months and shall commence on the 1 ^st day of June 2005 and shall end on July 31, 2007 . In the event, the Commencement Date changes from the date stated hereon, both parties shall enter into and execute the Commencement Date Agreement provided by the Landlord. The basic rent amount shall increase five (5%) percent once every twelve (12) full months following the Lease commencement date, or at Lessor’s sole discretion the basic rent amount shall increase once every twelve (12) full months following the Lease Commencement Date in an amount that represents increased operating costs and expenses incurred by Landlord, which may result in a basic rent increase in excess of five percent (5%).

2. Rent: The aggregate annual basic rent for the leased premises shall be “ see table below ” ($16,500.00) Dollars. Lessee covenants and agrees to pay rent to Lessor in equal monthly installments of “ see table below ” ($1,375.00) Dollars each, payable in advance, without setoff or deduction, on or before the first 1 ^st day of each month, beginning on the date of the commencement of the term of this lease. If the term of this lease begins at any time other than on the first day of a calendar month, the rent shall be prorated from said date to the first day of the following month. It is further agreed that it shall not be necessary for Lessor to demand payment of said rent, but Lessee shall pay Lessor each and every installment of rent as the same shall become due and payment shall be made at such place or places as Lessor may from time to time designate. Send all payments to PO Box 5355, Asheville, NC 28813.

Period	($) Annual Basic Rent	($) Monthly Installments
June 1, 2005 - May 31, 2006	$16,500.00	$1,375.00
June 1, 2006 - May 31, 2007	$17,325.00	$1,443.75
June 1, 2007 - July 31, 2007	$18,191.00	$1,515.92

3. Security Deposit: Tenant shall deposit with Landlord upon execution and delivery of this Lease by Tenant to Landlord $1,375.00 to be held as collateral security for the payment of any rentals and other sums of money for which Tenant shall become liable to Landlord, and for the faithful performance by Tenant of all covenants and conditions herein contained. If at any time during the Lease term any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at its option, appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum. In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then Landlord, at its option, may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Landlord for loss or damage sus-tained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, immediately remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within ten (10) days after receipt of such demand shall constitute a breach of this Lease. Said deposit shall be returned to Tenant at the end of the term of this Lease, provided Tenant shall have made all such payments and performed all such covenants and agreements. Landlord's obligation with respect to the security deposit is that of a debtor and not a trustee. LANDLORD WILL MAINTAIN THE SECURITY DEPOSIT IN AN ACCOUNT AT A NATIONAL BANKING INSTITUTION LOCATED IN ASHEVILLE, NORTH CAROLINA, SEPARATE AND APART FROM LANDLORD'S GENERAL FUNDS AND MAY, BUT IS NOT OBLIGATED TO, MAINTAIN SAID SECURITY DEPOSIT IN AN INTEREST BEARING ACCOUNT, AND ALL INTEREST ACCRUING THEREON SHALL BE THE PROPERTY OF LANDLORD.

4. Late Payments: If any installment of basic rent, or any other sum due and payable pursuant to this Lease, remains unpaid for more than ten (10) days after the due date thereof, Lessee shall pay Lessor a late payment charge equal to 20% of the basic rent.

5. Lessee agrees and understands that the basic rent provided for in paragraph 2 includes Lessor’s estimate of current pro-rata costs.

6. Peaceable Possession by Lessee and Inspection by Lessor: Lessor covenants and agrees that Lessee, during the term of this Lease, shall have full control and use of the leased premises for use as a professional office only and for no other purpose, but Lessee shall make no unlawful, improper, unsafe or offensive use of said leased premises, provided, however, that Lessee agrees to permit Lessor or its authorized representative to enter the leased premises during usual business hours with prior notice, and accompanied by a representative of Lessee for the purpose of inspecting and making any necessary repairs to the leased premises, except in cases of emergencies or perceived emergencies when no notice or accompaniment shall be required.

7. Lessor’s Right to Relocate Lessee : Notwithstanding any other terms of this Lease, Lessor reserves the right, in its sole discretion, to relocate Lessee to any other rental space within the development of which the leased premises are a part. In the event Lessor decides to exercise this right, Lessor will provide Lessee with at least thirty (30) days advance written notice before such relocation is to occur. In addition, this lease shall terminate upon the execution and commencement of any new lease agreement between Lessee and Lessor or any entity owned by or affiliated with Biltmore Farms, Inc. with respect to office space in the building of which the leased premises are a part or in the development.

8. Insurance: Lessor covenants and agrees to keep said Building insured against loss by fire, with extended coverage. In no event shall Lessor be liable for the personal property or any fixtures, equipment or other property of Lessee located in the leased premises. Lessee agrees not to use the leased premises in any manner which will increase the premium rate for any kind of insurance affecting the Building and that if, because of anything done, caused to be done, permitted or omitted by Lessee, the premium rate for any kind of insurance affecting the Building shall be raised then, in such event, that the amount of the insurance in premium which Lessor shall thereby be obligated to pay for such insurance shall be paid by Lessee to Lessor on demand and as additional rent.

9. Use of Premises by Lessee and Indemnification of Lessor: Lessee covenants and agrees that it will use the leased premises herein leased only for office purposes and will keep and maintain the same in compliance with all ordinances, laws and regulations of authorities having jurisdiction thereof and that Lessee will protect, indemnify and save harmless Lessor from any and against any penalty, fine or expense incurred for any violation of such ordinance, law or regulation occasioned by any act or neglect of Lessee. Lessee agrees to indemnify Lessor and save Lessor harmless from any and all liability, claims and loss for personal injuries, or property damage, or both, sustained or claimed to have been sustained by any person or persons, or property in, or upon, the leased premises during the term of this lease, as extended, except in the event of Lessor's gross negligence. Lessee agrees that Lessor shall not be liable for any loss or damage to property of Lessee entrusted to employees or agents of Lessor or any property of Lessee by theft or otherwise. The provisions of this paragraph shall not be construed to relieve Lessor of responsibility for grossly negligent or illegal acts of its employees, agents or assigns.

10. Responsibilities of Lessor: Lessor shall maintain the roof, structural portions and exterior of the Building, plate glass, plumbing, heating, cooling and electrical systems, unless damage thereto shall result from the negligence of Lessee, in which case Lessee shall be responsible for any and all necessary repairs. Lessor will provide 110 volt electricity, heat, and air conditioning , Monday through Friday, between the hours of 7:00 a.m. and 7:00 p.m., and Saturday between the hours of 8:00 a.m. and 1:00 p.m. without cost to Lessee. Lessor shall in no event be liable for damage to Lessee for the stoppage of heat, lighting or other service or for injury to persons or property caused by the stoppage of the same where the cause of failure is beyond the control of Lessor or necessitated by repairs or improvements to the Building, unless such stoppage continues for more than five (5) business days, whereupon rent will abate until such service is restored. Lessor shall not be liable to Lessee for damage to persons or property caused by leaks, breaks or overflows of roof, pipes, drains, plumbing fixtures falling debris, imperfect wiring, latent defects in the Building, the acts of other Lessees, their invitees or guests, thefts, pilferage, or by any events or causes beyond the control of Lessor and not caused by Lessor's negligence.

11. Alteration and Upkeep: All additions, alterations, improvements, partitions, excepting those partitions to be furnished initially by Lessor, or other installations to the leased premises required by Lessee shall be made by Lessee at its own expense and shall be made in a workmanlike manner without damage to the leased premises; provided, however, Lessee shall make no addition, alteration, improvement, partition or other installation to the leased premises without first obtaining the written approval of Lessor, which shall be in Lessor’s sole discretion. Lessor will install, at Lessee’s expense, a sign identifying Lessee that is conforming with the building standard on the interior premises doors leading to the leased office. Lessee further covenants and agrees to keep the leased premises in good condition and to surrender and deliver up said leased premises together with any improvements made thereto by Lessee, at the end of the term of this lease in as good condition and repair as the same exists this day, reasonable wear and tear excepted. Lessee agrees and covenants to restore the walls to their original paint color if Lessee obtains the right to paint the interior walls of the premises from Lessor. Notwithstanding the above, Lessee shall not have the right to alter or modify any existing interior walls. In no event shall Lessee allow liens or other encumbrances be placed upon the leased premises at anytime during or following the lease term.

12. Removal of Fixtures: It is agreed that Lessee shall have the right at any time prior to the expiration of the term or the removal of Lessee from the premises by eviction proceedings to remove from the leased premises all furniture, equipment, trade fixtures and other personal property owned and placed in said leased premises by Lessee, provided the same are removed without damage to the leased premises and are removed at or before the termination or the term of this lease. All improvements, made in the leased premises by Lessee shall become and remain the property of Lessor without liability on the part of Lessor to pay for the same, and Lessee shall not be entitled to remove from the leased premises such improvements constructed by it.

13. Damage or Destruction: In the event the Building in which the leased premises are located is totally destroyed by fire, unavoidable accident or casualty, this lease shall thereupon terminate. In the event the Building in which the leased premises are located is damaged by fire, unavoidable accident or casualty to such an extent that the portion of said Building in which the leased premises are specifically located cannot be repaired within 150 days to its approximate condition existing immediately preceding such fire, unavoidable accident or casualty, and normal access to said leased premises restored within such time, this lease shall thereupon terminate. In the event the portion of the Building in which the leased premises are specifically located is damaged by fire, unavoidable accident or casualty and the same can be repaired and access thereto restored within 150 days from the date of such fire, unavoidable accident or casualty, the parties hereto agree that the leased premises shall be repaired and restored by Lessor (to the extent insurance proceeds are made available to Lessor) to the original condition of said leased premises existing before said fire, unavoidable accident or casualty, and normal access thereto restored, and this lease shall remain in full force and effect; provided, however, that the rent during the period of repair shall be reduced to an amount which bears the same ratio to the rent provided for herein as the portion of the leased premises then available for use bears to the entire leased premises. Upon completion of such repair the rent shall thereafter be paid as hereinbefore provided in Sections 2 - 4.

14. Assignment or Sub-letting: Lessee may not assign, transfer or sublet the leased premises without Lessor’s consent in its sole discretion.

15. Events of Default by Lessee: Each of the following constitutes an Event of Default by Lessee

(a)

Lessee fails or refuses to pay any installment of basic rent, or any other sum payable under this Lease when due, and the failure or refusal continues for at least ten(10) days after receipt of written notice from Lessor stating such non-payment provided, Lessor shall be obligated to provide only once such notice per calendar year.

(b)

Lessee fails or refuses to comply with any provision of this Lease not requiring the payment of money, and the failure or refusal continues for at least thirty (30) days after written notice from Lessor; provided, however, if any failure by Lessee to comply with this Lease cannot be corrected within such 30-day period solely as a result of nonfinancial circumstances outside of Lessee's control, and if Lessee has commenced substantial corrective actions within such 30-day period and is diligently pursuing such corrective actions, such 30-day period shall be extended for such additional time as is reasonably necessary to allow completion of actions to correct Lessee's noncompliance.

(c)	Lessee's leasehold estate is taken on execution or other process of law in any action against Lessee.

(d)

Lessee or any guarantor of this Lease files a petition under any chapter of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state, or a petition is filed against Lessee or any such guarantor under any such statute and not dismissed with prejudice within ninety (90) days of filing, or a receiver or trustee is appointed for Lessee's leasehold estate or for any substantial part of the assets of Lessee or any such guarantor and such appointment is not dismissed with prejudice within ninety (90) days, or Lessee or any such guarantor makes an assignment for the benefit of creditors.

16. Lessor’s Remedies: If an Event of Default by lessee occurs, Lessor shall be entitled then or at any time thereafter to avail itself or one or more of the following at Lessor’s option:

(a)	Enter the leased premises if need be, and take whatever curative actions are necessary to rectify Lessee's noncompliance with this lease; and in that event Lessee shall reimburse Lessor on written demand for any expenditures by Lessor to effect compliance with Lessee's obligations under this lease.

(b)	Terminate this lease, in which event Lessee shall immediately surrender possession of the leased premises to Lessor or without terminating this lease, terminate Lessee’s right to possession of the leased premises through judicial proceedings.

(c)

If Lessor has not terminated this lease (whether or not Lessor has terminated Lessee's right to possession of the leased premises or actually retaken possession), recover (in one or more suits from time to time or at any time before or after the end of the term) all Minimum Rent, Additional Rent, and other sums then or thereafter owing and unpaid under this lease, together with all costs, if any, incurred in reletting the leased premises (including remodeling, lease commission, allowance, inducement, and other costs), less all rent, if any, actually received from any reletting of the leased premises during the remainder of the term. Lessor shall have the right following an Event of Default by Lessee to relet the leased premises on Lessee's account without terminating the Lease, any such reletting to be on such terms as Lessor considers reasonable under the circumstances.

(d)	Recover all costs of retaking possession of the leased premises and any other damages incidental to the Event of Default by Lessee.

(e)	Terminate all of Lessee's rights to any allowances or under any renewal, extension, expansion, refusal, or other options granted to Lessee by this lease.

(f)

If Lessor deems it necessary to institute legal proceedings against Lessee to enforce Lessee’s obligations to Lessor hereunder, including eviction, non-payment of rent and any expenses incurred by Lessor in leasing the leased premises to others due to Lessee’s default hereunder, Lessor may recover reasonable attorneys’ fees against Lessee not exceeding five percent (5%) of and in addition to other amounts recovered by Lessor against Lessee in such proceedings, pursuant to N.C.G.S. §6-21.2 or other state law.

If Lessor elects to retake possession of the leased premises without terminating this lease, it may nonetheless at any subsequent time elect to terminate this lease and exercise the remedies provided above on termination of the lease. Nothing done by Lessor or its agents shall be considered an acceptance of any attempted surrender of the leased premises unless Lessor specifically so agrees in writing. No re-entry or taking of possession of the leased premises by Lessor, nor any reletting of the leased premises, shall be considered an election by Lessor to terminate this lease unless Lessor gives Lessee written notice of termination.

17. Lessor’s Default: It shall be an Event of Default by Lessor (herein so called) only if Lessor fails to comply with any provision of this lease and the failure continues for at least thirty (30) days after written notice from Lessee to Lessor (with a copy to Lessor's mortgagees if Lessee has been notified in writing of the identities and addresses of such mortgagees); provided, however, if any failure by Lessor to comply with this lease cannot be corrected within such 30-day period solely as a result of nonfinancial circumstances outside of the control of Lessor, and if substantial corrective actions have commenced within such 30-day period and are being diligently pursued, such 30-day period shall be extended for such additional time as is reasonably necessary to allow completion of actions to correct Lessor's noncompliance.

18. Lessee’s Remedies: In the event Landlord is in default under this Lease, beyond any applicable notice and cure period, and if such default is such that it materially, adversely interferes with Tenant’s use of the Leased Premises (or a portion thereof) as contemplated in this Lease, without waiving or releasing Landlord from any obligation hereunder, Tenant may (but is under no obligation to) take action to cure the circumstance or condition. Provided, however, Tenant must undertake any such curative action in good faith. If Tenant incurs expenses in attempting to cure a default of Landlord hereunder, Landlord shall reimburse Tenant for the reasonable and customary costs so incurred within thirty (30) days after Tenant provides an invoice therefor, which shall include invoices from the contractors performing any such work. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this Lease or as a result of the breach of any promise or inducement hereof, whether in this Lease or elsewhere. Notwithstanding anything in this lease to the contrary, Lessor shall never be, under any promise of indemnity in this lease, or under any other provision of this Lease for any loss of business or profits of Lessee or other consequential damages or for punitive or special damages of any kind. None of Lessor's officers, employees, agents, directors, shareholders, subsidiaries, affiliates or partners shall ever have any liability to Lessee under or in connection with this lease. Lessee agrees to look solely to Lessor's interest in the Building for the recovery of any judgment against Lessor, and Lessor shall never be personally liable for any judgment.

19. Subordination: This lease shall be subordinate to all present or future mortgages upon the Building provided that such mortgages shall provide by their terms that Lessee may continue to occupy the leased premises during the term of this lease upon compliance by Lessee with all the terms hereof, notwithstanding any foreclosure of such mortgages.

20. Rules and Regulations: Lessee agrees that is has received a copy of and agrees to be bound by the Lessor’s Rules and Regulations. Lessor reserves the right to, at is sole discretion, to change said Rules and Regulations from time to time. Upon such modification of the Lessor’s Rules and Regulations, Lessee will receive a substituted copy of the same.

21. Notices: All notices, demands and requests which may be or are required to be given by either party of the other shall be in writing. All notices, demands and requests by Lessee to Lessor shall be sent by United States registered, or via overnight mail courier service, mail addressed to Lessor at its office Suite 330, One Town Square Boulevard, Asheville, North Carolina 28803-5007, or at any such other place as Lessor may from time to time designate in written notice to Lessee. All notices, demands and requests by Lessor to Lessee shall be sent by United States registered mail, or via overnight mail courier service, addressed to Lessee at the Premises or at any such other place as Lessee may from time to time designate in written notice to Lessor. Notices, demands and requests which shall be served upon Lessor and Lessee in the manner aforesaid shall be deemed sufficiently served or given for all purposes hereunder.

22. Covenants to Run with Land: All covenants, agreements, stipulations, provisions, conditions and obligations herein expressed and set forth shall extend to, bind and inure to the benefit or, as the case may require, the heirs, executors, administrators, successors and assigns of Lessor and Lessee respectively, or their successors in interest, as fully as if such words were written wherever reference to Lessor and Lessee occurs in this lease.

23. Integration Clause: Any stipulations, representations, promises or agreements, verbal or written, made prior to or contemporaneously with this lease shall have no legal or equitable consequences, and the only agreement made and binding on the parties is contained herein and it is the complete and total integration of the intent and understanding of Lessor and Lessee. Any modifications, alterations or additions to the terms of this lease must be contained in writing executed by the parties.

24. Condition of Premises: Lessee agrees to accept the premises in an “as is” condition and Lessor shall not be obligated to make any improvements to the premises to or for the benefit of Lessee upon Lessee’s taking possession of the rental space.

25. Liability Insurance: Lessee shall maintain and pay for property and casualty insurance with extended coverage on all trade fixtures, equipment, machinery, merchandise, or other personal property belonging to or in the custody of Lessee in the leased premises or otherwise in the Building. Lessee shall maintain and pay for commercial general liability insurance (occurrence coverage) in the amount of not less than $1,000,000.00, with a company licensed to do business in the State of North Carolina, naming Lessor and its manager as an additional insured, providing contractual liability coverage, and containing an undertaking by the insurer not to cancel or change coverage materially without first giving thirty (30) days written notice to Lessor. Lessee shall furnish Lessor certificates of insurance evidencing the required commercial general liability insurance coverage prior to the commencement date and thereafter prior to each policy renewal date.

26. Applicable Law: This lease shall be construed pursuant to the laws of the State of North Carolina.

27. Non-Waiver: The failure of Lessor to exercise any of the remedies described herein and/or the waiver of a specific breach of a covenant by Lessee at any time by Lessor shall not be construed as a waiver of a subsequent breach of that or any other covenant contained in this lease agreement.

28. Graphics and Signage: Landlord, at its expense, shall identify Tenant in the directory located in the main lobby of the building. The space to be made available to Tenant in such directories shall be reasonably proportionate to the space allotted other tenant with similar size rentable area in the Building. Landlord, at its expense, will organize to have the initial signage designed and placed on the glass sidelight next to the main entry door of the space.

29. Keys: Landlord, at its expense, shall organize the initial keying of the space. Any additional keying shall be organized by the Landlord and paid for by the Tenant.

30. Mutual Waiver of Subrogation:

For the purpose of waiver of subrogation, the parties mutually release and waive unto the other all rights to claim damages, costs or expenses for any injury to property caused by a casualty of any type whatsoever in, on or about the Premises if the amount of such damage, cost or expense has been paid to such damaged party under the terms of any policy of insurance issued by a third party insurer. All insurance policies carried with respect to this Lease, if permitted under applicable law, shall contain a provision whereby the insurer waives, prior to loss, all rights of subrogation against either Landlord or Tenant.

31. Transfer of Landlord’s Interest:

If Landlord shall sell, assign or transfer all or any part of its interest in the Premises or in this Lease to a successor in interest which expressly assumes the obligations of Landlord hereunder, then Landlord shall thereupon be released or discharged from all covenants and obligations hereunder, and Tenant shall look solely to such successor in interest for performance of all of Landlord’s obligations. Tenant’s obligations under this Lease shall in no manner be affected by Landlord’s sale, assignment, or transfer of all or any part of such interest(s) of Landlord, and Tenant shall thereafter attorn and look solely to such successor in interest as the Landlord hereunder.

32. H olding Over: If Tenant remains in possession of the Premises or any part thereof after the expiration of this Lease, whether with or without Landlord’s acquiescence, Tenant shall be deemed only a tenant at will and there shall be no renewal of this Lease without a written agreement signed by both parties specifying such renewal. Tenant shall also remain liable for any and all damages, direct and consequential, suffered by Landlord as a result of any holdover without Landlord’s unequivocal written acquiescence.

33. Name Restriction: Tenant acknowledges that the name “Biltmore” has substantial value to Landlord as well as Biltmore Farms, Inc., with which it is affiliated. Therefore, Tenant agrees not to use or allow anyone else to use the name “Biltmore” or any derivation thereof in any project or business in which Tenant has any interest or in connection with the Premises or any other property or activity. Furthermore, Tenant agrees not to represent that it has any ownership or affiliation with Landlord or Biltmore Farms, Inc. or any of their affiliated companies.

[The remainder of this page is left blank intentionally]

IN TESTIMONY WHEREOF, Lessor and Lessee have caused this lease to be executed, this the day and year first above written.

LESSOR: TWO TOWN SQUARE, LLC

BILTMORE FARMS, INC.

Member/Manager

By: _________________________(SEAL)

Authorized Officer:__________

LESSEE: Scenic Media, LLC dba Homeland Integrated

Security Systems, Inc.

By:

_____________________________

Frank Moody

Its:

_____________________________

EXHIBIT A

Exhibit 10.23

STATE OF NORTH CAROLINA

COUNTY OF BUNCOMBE

TWO TOWN SQUARE SMALL OFFICE SUITES LEASE

THIS LEASE AGREEMENT, made and entered into this the ____ day of _______, 200__ by and between, TWO TOWN SQUARE, LLC, a North Carolina limited liability company (“Lessor”), and HOMELAND INTEGRATED SECURITY SYSTEMS, INC. (“Lessee”).

WITNESSETH:

Suite 249

Two Town Square

Biltmore Park

Two Town Square Boulevard

Asheville, NC 28803

said premises being hereinafter referred to as the “leased premises” (See copy of Floor Plan attached hereto as Exhibit A);

TO HAVE AND TO HOLD said leased premises unto Lessee upon the following conditions.

1. Term: The initial term of this lease shall be for one (1) year and ten (10) months and shall commence on the 15th day of September 2005 and shall end on July 31, 2007 . In the event, the Commencement Date changes from the date stated hereon, both parties shall enter into and execute the Commencement Date Agreement provided by the Landlord. The basic rent amount shall increase five (5%) percent once every twelve (12) full months following the Lease commencement date, or at Lessor’s sole discretion the basic rent amount shall increase once every twelve (12) full months following the Lease Commencement Date in an amount that represents increased operating costs and expenses incurred by Landlord, which may result in a basic rent increase in excess of five percent (5%). Tenant shall have right to terminate said lease if an additional lease is signed for another space owned by Biltmore Farms.

2. Rent: The aggregate annual basic rent for the leased premises shall be “ see table below ” ($4,500.00) Dollars. Lessee covenants and agrees to pay rent to Lessor in equal monthly installments of “ see table below ” ($375.00) Dollars each, payable in advance, without setoff or deduction, on or before the first 1 ^st day of each month, beginning on the date of the commencement of the term of this lease. If the term of this lease begins at any time other than on the first day of a calendar month, the rent shall be prorated from said date to the first day of the following month. It is further agreed that it shall not be necessary for Lessor to demand payment of said rent, but Lessee shall pay Lessor each and every installment of rent as the same shall become due and payment shall be made at such place or places as Lessor may from time to time designate. Send all payments to PO Box 5355, Asheville, NC 28813.

Period	($) Annual Basic Rent	($) Monthly Installments
September 15, 2005 - September 30, 2006	$4,500.00	$375.00
October 1, 2006 - July 31, 2007	$4,725.00	$393.75

3. Security Deposit: Tenant shall deposit with Landlord upon execution and delivery of this Lease by Tenant to Landlord $375.00 to be held as collateral security for the payment of any rentals and other sums of money for which Tenant shall become liable to Landlord, and for the faithful performance by Tenant of all covenants and conditions herein contained. If at any time during the Lease term any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at its option, appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum. In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then Landlord, at its option, may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Landlord for loss or damage sus-tained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, immediately remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within ten (10) days after receipt of such demand shall constitute a breach of this Lease. Said deposit shall be returned to Tenant at the end of the term of this Lease, provided Tenant shall have made all such payments and performed all such covenants and agreements. Landlord's obligation with respect to the security deposit is that of a debtor and not a trustee. LANDLORD WILL MAINTAIN THE SECURITY DEPOSIT IN AN ACCOUNT AT A NATIONAL BANKING INSTITUTION LOCATED IN ASHEVILLE, NORTH CAROLINA, SEPARATE AND APART FROM LANDLORD'S GENERAL FUNDS AND MAY, BUT IS NOT OBLIGATED TO, MAINTAIN SAID SECURITY DEPOSIT IN AN INTEREST BEARING ACCOUNT, AND ALL INTEREST ACCRUING THEREON SHALL BE THE PROPERTY OF LANDLORD.

5. Lessee agrees and understands that the basic rent provided for in paragraph 2 includes Lessor’s estimate of current pro-rata costs.

14. Assignment or Sub-letting: Lessee may not assign, transfer or sublet the leased premises without Lessor’s consent in its sole discretion.

15. Events of Default by Lessee: Each of the following constitutes an Event of Default by Lessee

(a)

(b)

(c)	Lessee's leasehold estate is taken on execution or other process of law in any action against Lessee.

(d)

16. Lessor’s Remedies: If an Event of Default by lessee occurs, Lessor shall be entitled then or at any time thereafter to avail itself or one or more of the following at Lessor’s option:

(a)	Enter the leased premises if need be, and take whatever curative actions are necessary to rectify Lessee's noncompliance with this lease; and in that event Lessee shall reimburse Lessor on written demand for any expenditures by Lessor to effect compliance with Lessee's obligations under this lease.

(b)	Terminate this lease, in which event Lessee shall immediately surrender possession of the leased premises to Lessor or without terminating this lease, terminate Lessee’s right to possession of the leased premises through judicial proceedings.

(c)

(d)	Recover all costs of retaking possession of the leased premises and any other damages incidental to the Event of Default by Lessee.

(e)	Terminate all of Lessee's rights to any allowances or under any renewal, extension, expansion, refusal, or other options granted to Lessee by this lease.

(f)

26. Applicable Law: This lease shall be construed pursuant to the laws of the State of North Carolina.

29. Keys: Landlord, at its expense, shall organize the initial keying of the space. Any additional keying shall be organized by the Landlord and paid for by the Tenant.

30. Mutual Waiver of Subrogation:

31. Transfer of Landlord’s Interest:

[The remainder of this page is left blank intentionally]

IN TESTIMONY WHEREOF, Lessor and Lessee have caused this lease to be executed, this the day and year first above written.

LESSOR: TWO TOWN SQUARE, LLC

BILTMORE FARMS, INC.

Member/Manager

By: _________________________(SEAL)

Authorized Officer:__________

LESSEE: HOMELAND INTEGRATED SECURITY SYSTEMS, INC.

By:

_____________________________

Frank Moody

Its:

_____________________________

EXHIBIT A

Exhibit 10.24

Version Rev. A: 10/7/02

Sublease

1630 D Spartanburg HWY

Hendersonville, NC 28792

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT is made and entered into as of _________________, ____ by and between BellSouth Personal Communications, LLC, a Delaware limited liability company, d.b.a. Cingular Wireless (“Sublandlord”), and BBI Computer Solutions, Inc. (“Subtenant”).

Sublandlord is the Tenant of approximately One Thousand. two hundred (1,200) square feet (the "Premises") under that certain Lease dated August 1, 2000 by and between Sublandlord, as Tenant, and Gosnell Properties as Landlord of the Property located at 1630 D Spartanburg HWY and commonly known as Hendersonville Retail" (the "Master Lease"), attached hereto as Exhibit “B”.

By Authorized Agency Agreement ("Dealer Agreement") dated as of April 10. 2001, Subtenant is an authorized cellular service dealer of Sub landlord.]

Subtenant desires to sublease approximately 1,200 square feet from Sublandlord (the "Sublet Premises") as outlined in red on Exhibit "A" attached hereto. The Sublet Premises represents approximately one hundred percent (100%) of the Sublandlord’s leased Premises at the above location

NOW THEREFORE, in consideration of the foregoing premises and the mutual promises contained in this Sublease, the parties hereby agree as follows:

1. Sublease of Sublet Premises. Sub landlord hereby subleases to Subtenant and Subtenant hereby hires from Sub landlord the Sublet Premises for the rent hereinafter provided and subject to the terms and conditions of this Sublease and the Master Lease.

2. Provisions Constituting Sublease. This Sublease is subject to and subordinate to all the terms and conditions of the Master Lease (a copy of which is attached hereto as Exhibit" B") and to the matters to which the Master Lease is subordinate, to the extent not inconsistent with the provisions of this Sublease. As pertains to the Sublet Premises, the provisions of the Master Lease are incorporated herein by reference with the same force and effect as if they were fully set forth herein. but specifically excluding the following Paragraphs or Sections: Section 1 and Section 8. Notwithstanding the foregoing, any inconsistencies between the terms of this Sublease and the Master Lease which shall result from the foregoing incorporation shall be resolved in favor of this Sublease, provided, however. that if construction of terms would cause Sub landlord to be in default under the terms of the Master Lease, then any inconsistency shall be resolved in favor of the Master Lease. As pertains to the Sublet Premises, Subtenant does hereby assume and does hereby agree to perform Sublandlord's obligations, as Tenant under the Master Lease. Each reference in the Master Lease to "Landlord" and "Tenant" shall be read as referring to "Sublandlord” and "Subtenant", respectively, in this regard. In the event of the termination of Sublandlord's interest as Tenant under the Master Lease for any reason, then this Sublease shall terminate without liability of Sublandlord to Subtenant. Subtenant shall in no event have any rights under this Sublease greater than Sublandlord's rights as tenant under the Master Lease.

3. Term. The term of this Sublease shall commence on November 1, 2002 and shall terminate on July 31, 2003, but in no case shall the term of this Sublease extend beyond the date which is thirty (30) days prior to the termination or expiration of the current Master Lease term. If the Dealer Agreement is terminated for any reason, then Sublandlord may. at Sublandlord's option, terminate this Sublease effective the date the Dealer Agreement terminates.

4. Rent. Subtenant shall pay Sublandlord in consideration of the Sublease at the address set forth below a base rent, additional rent, and all other charges and fees due and payable by Sub landlord as Tenant under the Master Lease. The current base rent due is Eight Hundred-seventy-five dollars and zero cents ($875.00 ) per month. The current additional rent is Zero ($0) per month. The current total monthly obligation due is Eight hundred-seventy-five dollars and zero cents ($ 875.00) during the term hereof, payable in advance on the first day of each month beginning on November 1, 2002. Sublandlord makes no representation or warranty to the accuracy of the foregoing numbers. In the event of a discrepancy between the amount due under the Master Lease and the amount set forth above or in any billing statement from Sublandlord, the Master Lease shall control. Any base rent payments, additional rents. or other sums due under this Sublease which are received by Sub landlord after the due date shall each be assessed Ii late payment fee equal to the amount of late payment fee imposed under the Master Lease for the month first due and for each month thereafter until paid, payable by Subtenant as additional rent. Such late payment fee shall be due as liquidated damages and not as a penalty, the parties agreeing that it is difficult if not impossible to ascertain Sublandlord's damages in the event of late payment.

In addition, simultaneously with the execution and delivery of this Sublease, the Subtenant shall deliver to Sublandlord a cashier's check in the amount of N/A ($0), which represents full payment to Sublandlord for any existing tenant improvements, furniture & fixtures located at the Sublet Premises and owned by Sublandlord (the "Tenant Improvements"), as provided in Section 11.B, hereinbelow.

Payments to Sublandlord shall be made to the following address or such other address as Sublandlord may from time to time designate in writing:

BellSouth Mobility, LLC

c/o Cingular Wireless

P. O. Box 9089

Downers Grove, IL 60515

Reference No.: BSNC2452

5. Security Deposit, and Advance. Simultaneous with the execution and delivery of this Sublease, the Subtenant shall deliver to Sublandlord a cashier's check in the amount of Eight hundred seventy-five dollars and zero cents ($875.00), which represents the first month's rent, and the sum of Eight hundred seventy five dollars and zero cents ($875.00) which represents a security deposit which shall be refunded by Sublandlord within thirty (30) days after expiration of this Sublease if Subtenant has not defaulted hereunder. Unless required to hold the security deposit in an interest bearing account, Sub landlord shall hold the security deposit in a non-interest bearing account or co-mingled with its general funds. Sub landlord may apply the security deposit to any amount past due under this Sublease including amounts required to reimburse Sublandlord for costs and expenses, including reasonable attorney's fees, incurred by Sublandlord in enforcing this Sublease or curing any default by Subtenant under this Sublease. Application of the security deposit shall not serve to relieve Subtenant from its obligation to perform under this Sublease or serve to cure the default. Upon demand, Subtenant agrees to pay to Sublandlord an amount necessary to restore the amount of any security deposit previously applied by Sublandlord under this section.

6. Insurance. Subtenant shall throughout the term maintain in force a policy of insurance in the form and amounts and for the purposes as set forth in the Master Lease, which shall include without limitation the coverage of its personal property; and Subtenant shall indemnify Sublandlord and Landlord from liabilities to third parties for personal injury, death and damage to tangible property resulting from Subtenant's negligence or willful conduct, and in accordance with all such provisions of the Master Lease. Subtenant shall. be responsible for any increase to Sublandlord's and Landlord's insurance premiums due to Subtenant's use. Landlord and Sublandlord shall be named as an additional insured and named payee on Subtenant's insurance. Subtenant will provide a copy of Subtenant's insurance policy together with a certificate of insurance to Sublandlord prior to its occupancy of the Sublet Premises.

7. Utilities. Subtenant shall be responsible for all utilities servicing the Sublet Premises, and its pro-rata share of any other Common Area Maintenance costs, if any, due from Sublandlord as Tenant under the Master Lease.

8. Use. Subtenant shall use the Sublet Premises strictly in accordance with the requirements of the Master Lease and for no other purposes. Subtenant acknowledges that Sublandlord is in the business of selling wireless communications services, and Subtenant covenants and agrees that it is prohibited from using the Sublet Premises for the sale of any competing wireless communications services. Subtenant shall comply with any and all laws, statutes, ordinances, orders, regulations, rules and requirements of all federal, state and local governmental, public or quasi-public authorities (collectively the "Laws"), whether now or later in effect, which may be applicable to or in any way affect the Sublet Premises or Subtenant's use of the Sublet Premises.

9. Inspection of Sublet Premises; Condition of the Sublet Premises. Subtenant warrants that it has inspected and agrees to accept the Sublet Premise (including all improvements and systems thereon) on an "As Is" basis. Sublandlord has not warranted to any other condition or suitability of the Sublet Premises. SUBLANDLORD HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED CONCERNING THE SUBLET PREMISES OR THE SUBLEASE. Sublandlord and Landlord shall not b~ liable for damage to property or injury to persons, sustained by Subtenant or others, caused by conditions or activities on or about the Sublet Premises.

10. Repairs and services by Landlord. Except as set forth in section 7 above, Sublandlord is not required by this Sublease to perform for Subtenant any work or provide to Subtenant any utilities or services of any nature or kind (including, without limitation. water, elevator, heat, telephone, air conditioning, electrical and cleaning), Sub landlord shall use its reasonable efforts to request that Landlord provide for any repairs and services which are the obligation of the Landlord under the Master Lease to be provided. Subtenant shall promptly notify Sublandlord of any default or failure to perform by Landlord under the Master Lease, and shall not take any action on account of such default or failure without Sublandlord's prior written consent.

11. Alterations and Tenant Improvements.

A. Subtenant shall not make any alterations, additions or improvements upon or to the Sublet Premises without the prior written consent of Sublandlord in every instance and, additionally, of Landlord in accordance with any such requirements under the Master Lease. Subtenant's signage shall be subject to Sublandlord's review and approval. Any approved alterations, additions and improvements will require permits, must be in accordance with all Laws and shall be made at the sale expense of the Subtenant. All such alterations, additions and improvements shall remain in the Sublet Premises, except trade fixtures that can be removed without damage to the Sublet Premises, at the surrender of possession or upon earlier termination of this Sublease unless Subtenant obtains written permission from Sublandlord and Landlord consenting to waive this requirement. and any such requirements under the Master Lease. Subtenant shall deliver up the Sublet Premises at the expiration or sooner termination of the term of this Sublease in the condition required by the Master Lease. Subtenant shall be responsible for repairs and maintenance imposed on tenant under the Master Lease or necessitated by any improvements or alteration made to the Sublet Premises by Subtenant, and for any repairs to the exterior, and corridors, common areas or parking areas caused by the negligence or misuse by the Subtenant, its agents, employees or invitees, all in accordance with all such requirements under the Master Lease.

B. Payment for Tenant Improvements, Furniture & Fixtures. Simultaneous with the execution and delivery of this Sublease, the Subtenant shall deliver to Sublandlord a cashier's check in the amount of N/A ($0), which represents full payment to Sublandlord for any existing tenant improvements, furniture & fixtures located at the Sublet Premises and owned by Sublandlord (the "Tenant Improvements"). Upon receipt of the aforementioned payment, the Sublandlord hereby deeds and delivers to Subtenant the Tenant Improvements. Subtenant accepts such Tenant Improvements “AS IS" "WHERE IS" WITHOUT ANY REPRESENTATION OR WARRANTY BY SUBLANDLORD ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. Subtenant understands that at expiration of this sublease, Subtenant is responsible for returning the Premises to the condition required under the Master Lease.

12. Access. At all reasonable hours, with reasonable prior notice, the Sublet Premises shall be open to Landlord and/or Sublandlord, their agents and representatives, for inspecting and display to prospective purchasers or tenants, or for repairs, additions or alterations.

13. Broker. Subtenant warrants and represents that it has dealt with no broker or any other person who would legally claim to be entitled to receive a brokerage commission or finder's or consultant's fee with respect to this transaction. Subtenant shall indemnify Sublandlord and Landlord against the claim of any person, firm or corporation arising out of any inaccuracy or alleged inaccuracy of the above representation.

14. Default by Sublandlord under Master Lease. In the event of a default by Sublandlord under the Master Lease which results in termination of the Master Lease, this Sublease shall, at the option of the Landlord, remain in full force and effect and the Subtenant shall attorn to and recognize Landlord as Landlord hereunder and shall promptly upon such Landlord's request. execute and deliver all instruments necessary or appropriate to conform such attornment and recognition. In no event shall Sublandlord be liable to Subtenant for any such default under the Master Lease. The Subtenant hereunder hereby waives all rights under any present or future law or otherwise to elect, by reason of the termination of the Master Lease, to terminate this Sublease or surrender possession of the Sublet Premises.

15. Assignment or Transfer. Subtenant shall not sublease or mortgage, pledge or otherwise encumber all or any part of the Sublet Premises, assign or transfer this Sublease (by operation of law or otherwise) including without limitation any transfer by way of corporate reorganization or merger or permit the Sublet Premises to be used or occupied by anyone other than the Subtenant, without the prior written approval of Sublandlord and Landlord in each instance, which approval from Landlord shall be granted or withheld in accordance with the terms of the Master Lease. Any consent by Sublandlord and Landlord as required above shall not excuse Subtenant from its obligation to obtain the written consent of Sublandlord and Landlord to any further action or matter with respect to which the consent of Sublandlord and Landlord is required above. Notwithstanding Sublandlord's consent to any such assignment or subletting. the provisions of this subsection shall be applicable to each and every subsequent assignment or subletting, and Subtenant shall not be released from any of its obligations under this Sublease.

16. Notices. All notices or demands of any kind required or desired to be given to Sublandlord or Subtenant to the other hereunder shall be in writing and shall be deemed delivered four (4) days after depositing the notice of demand in the United States mail as certified or registered mail, with postage prepaid, or one (1) day after sending the notice by nationally recognized overnight courier service which requires and tracks recipients' signature, if addressed to the Landlord, Sublandlord or Subtenant. respectively, and with a copy to the Sub landlord or Landlord, as appropriate, at the addresses set forth below, and in the Master Lease.

Sublandlord;

BellSouth Personal Communications, LLC, a Delaware limited Liability company, d.b.a. Cingular Wireless

5565 Glenridge Connector, Suite 1650

Atlanta, GA 30342

Attn: Real Estate Department

Phone: 404-236-6265

Fax: 404-236~5644

With a copy to:

Cingular Wireless

5565 Glenridge Connector, Suite 1700

Atlanta, GA 30342

Attn: Legal Dept.

Phone: 404-236-5544

Fax: 404-236-5574

Subtenant:

BBI Computer Solutions, Inc.

140 J Airport Road

Arden, NC 28704

Attn: Bryan Riley

Phone:

Landlord:

Gosnell Properties

465 Zirconia Road

Zirconia, NC 28790

Phone: 282-696-8342

17. Default by Subtenant and Sublandlord's Remedies.

17.1 In addition to those provided for in the Master Lease, each of the following acts or omissions of Subtenant or occurrences shall constitute an "Event of Default."

(a) Failure to timely pay rent or other payments due hereunder;

(b) Failure to perform. make reasonable efforts to cure, or observe any of the covenants, obligations or conditions of this Sublease if such failure continues for a period of thirty (30) days following receipt of written notice by Subtenant of such failure

(d) The making by Subtenant of any general arrangement or assignment for the benefit of creditors. The appointment of a trustee or receiver to take possession of substantially all of Subtenant's assets located at the Sublet Premises;

(e) A default under the Dealer Agreement.

17.2 Upon the occurrence of any Event of Default, Sublandlord shall have the option, in addition to any other remedy or rights given thereunder or by law or equity, to:

(a) Terminate Subtenant's right to possession by any lawful means, in which case this Sublease shall terminate and Subtenant shall immediately surrender possession of the Sublet Premises to Sublandlord. In such event, Sublandlord shall be entitled! to recover from Subtenant all damages incurred by Sub landlord by reason of Subtenant's default including, but not limited to, the cost of recovering possession of the Premises, expenses of re-letting and reasonable attorneys' fees and court costs.

(b) Maintain Subtenant's right to possession in which case this Sublease shall continue in effect whether or not Subtenant shall have abandoned the Sublet Premises. In such event, Sublandlord shall be entitled to enforce all of Sublandlord's right and remedies! under this Sublease, including the right to recover the rent as it becomes due hereunder.

18. Time Limits. Except with respect to action to be taken by Subtenant for which shorter time limits are specifically set forth in this Sublease, which time limits shall control for the purposes of this Sublease, time limits provided in the Master Lease for the giving or making of any Notice or the doing of any act by the tenant under the Master Lease to Landlord, or for the exercise of any right, remedy or option by the tenant under it, are changed for the purpose of this Sublease, by shortening the same in each instance to (i) 45 days with respect to all such periods of 60 or more days, (ii) 20 days with respect to all such periods of 30 or more days but less than 60 days, (Hi) 10 days with respect to all such periods of 20 or more days but less than 30 days, and (iv) one-half of the time stated in the Master Lease with respect to all such periods of less than 20 days, so that any Notice may be given or made, or any act, condition or covenant performed, or option exercised under the Master Lease, by Sublandlord within the time limit relating to it contained in the Master Lease. Anything contained in this Sublease to the contrary notwithstanding, there shall be no right of renewal, term extension, or holdover rights afforded t Subtenant under this Sublease, even if such rights are contained in the Master Lease.

19. Multiple Counterparts. This instrument may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Consent of Landlord. This Sublease is subject to, and conditioned upon, the Sublandlord obtaining the prior written consent of Landlord to this Sublease ("Landlord's Consent") within thirty (30) days from the date of execution of this Sublease, If the L lord's Consent is not received within this time, Sub landlord shall have the right, upon giving notice to Subtenant, to terminate this Sublease. In such an event, all parties are automatically released from any liability under this Sublease and all payments, if any, made by Subtenant to Sublandlord together with any security deposited pursuant to this Sublease shall be refunded and returned by Sublandlord to Subtenant. Sub landlord shall notify Subtenant promptly upon the receipt of consent.

21. Miscellaneous

21.01 If any of the provisions of this Sublease or the application of this Sublease to any person or circumstances shall, to any extent, by invalid or unenforceable, the remainder of this Sublease, or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected by this, and every provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law.

21.02. All of the terms and provisions of this Sublease shall be binding; upon and inure to the benefit of the parties to this Sublease and, subject to the provisions of section 15 of this Sublease, their respective successors and assigns.

21.03. Sublandlord covenants that as long as Subtenant shall pay the Fixed Rent and Additional Rent and all other amounts Subtenant shall be required to pay hereunder within any applicable grace period and shall duly observe, perform and comply with all of the terms, covenants and conditions of this Sublease on its part to be observed, performed or complied with, Subtenant shall, subject to all of the terms of the Master Lease and this Sublease peaceably have, bold and enjoy the Premises during the Term without molestation or hindrance by Sublandlord.

IN WITNESS WHEREOF, this Sublease Agreement was executed on the dated first above written.

SUBLANDLORD:

BellSouth Personal Communications, LLC,

a Delaware limited liability company,

d.b.a. Cingular Wireless

By:_________________________________

Name: Deborah A. Baker Oliver

Title: Executive Director of Real Estate

Date:________

SUBTENANT:

BBI Computer Solutions, Inc.

By:_________________________________

Name:_______________________________

Title:________________________________

Date:________________________________

Exhibit 10.26

LEASE AGREEMENT

FUNDAMENTAL LEASE PROVISIONS

Lease Date:	June 1, 2005


Landlord:	FUSCO, LLC


Address of Landlord:	P.O. Box 1075
	Arden, NC 28704


Tenant:	BBI Computer Solutions, Inc.
Address of Tenant:	79 Battle Creek Road
	Horseshoe, North Carolina 28742


Tenant's Trade Name:	Cyber Cynergy


Shopping Center:	THE AIRPORT CENTRE


Address of the
Shopping Center:	140 Airport Road
	Arden, North Carolina


Premises:	Unit 140-N


Area of the Premises:	1,566 square feet


Term:
Commencement Date:	June 1, 2005
Expiration Date:	May 31, 2010


Renewal Term:	One 5-year option to renew

Security Deposit: $ 2.866.50*

*amount transferred from existing lease of Unit J

Rent, payable monthly beginning on the date the Tenant commences business:

Rent: $21,141.00 - Year 1 ~~($1,761.75 monthly)~~ $3290.13 BDR RJF

$21,924.00 - Year 2 ~~($1,827.00 monthly)~~ $3355.38 BDR RJF

$22,707.00 - Year 3 ($1,892.25 monthly)

$23,490.00 - Year 4 ($1,957.50 monthly)

$24,273.00 - Year 5 ($2,022.75 monthly)

Rent: $25,056.00 - Year 6 ($2,088.00 monthly)

$25,839.00 - Year 7 ($2,153.25 monthly)

$26,622.00 - Year 8 ($2,218.50 monthly)

$27,405.00 - Year 9 ($2,283.75 monthly)

$28,188.00 - Year 10 ($2,349.00 monthly)

The following Items of additional rent are payable monthly in advance and are based upon Landlord's estimates for the calendar year in which the Commencement Date is scheduled too occur and are subject to adjustment as provided In this Lease for each succeeding calendar year:

Common Area Maintenance: $1.00/sq. ft. = $1,566.00 yearly ($1130.50 month)

Taxes and Insurance: $0.75/sq. ft. = $1,174.50 yearly ($97.88 monthly)

Sub-Total CAM, Tax & Insurance: $2,740.50 yearly ($228.38 monthly)

**Past due rent payable in equal payments

~~for first 24 months of new lease:~~ ~~($1,300.00 monthly)~~ BDR RJF

Total Monthly Rent for Year One: $ 3,290.13

Permitted Use: Wireless telecommunications sales and service and computer hardware, software and accessories sales and service

THIS LEASE AGREEMENT (this "Lease"), made and entered Into as of the 1st day of June, 2005 by and between FUSCO, LLC, a corporation duly organized and existing under the laws of the State of North Carolina, ("Landlord"), and BBI COMPUTER SOLUTIONS, INC. D/B/A CYBER CYNERGY, ("Tenant”). This Lease replaces the lease of Unit J to Tenant.

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 1566 square feet of office space designated as Unit N as shown on the plat attached hereto as Exhibit A (the "Premises"). The Premises are located in the Shopping Center known as The Airport Centre, composed of the building and improvements (the "Building") now or hereafter constructed on that parcel of land at 140 Airport Road, Arden North Carolina (the "Shopping Center") and/or on any additional land acquired by Landlord and made a part of the Shopping Center, which land and additional land is hereinafter called the “Land.” The Premises, the Building and the Land are sometimes collectively referred to as the "Property".

The Fundamental Lease Provisions appearing on the face Page of this Lease are an integral part of this Lease and are incorporated herein by reference. Each of the Fundamental Lease Provisions shall be deemed a definition of an essential term of this Lease and whenever any such term shall appear In this Lease, it shall be deemed to have the meaning therefore set forth in the Fundamental Lease Provisions and shall be limited by the provisions of this Lease applicable thereto.

ARTICLE 1

POSSESSION AND FORCE MAJEURE

1.01 Delivery and Acceptance of Premises. Landlord shall deliver possession of the Premises and Tenant shall accept possession thereof on the Commencement Date as specified In the Fundamental Lease Provisions. Tenant has inspected the Premises and, by execution of this Lease, accepts the Premises in its existing condition (Le., "as is"). Except as may be expressly set forth in this Lease or otherwise expressly agreed In writing by Landlord, Tenant acknowledges that Landlord shall not be obligated to make any further improvements to the Premises,

1.02 Force Majeure Extension. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but In that event, there shall be a proportionate reduction of all Rent and other charges to Tenant for the Period between the Commencement Date and the date when Landlord does In fact deliver possession to Tenant. No such failure to give possession on the Commencement Date shall be construed In anywise to extend the Term of this Lease. The other provisions of this section to the contrary notwithstanding, if for any reason other than strikes or acts of God beyond the control of Landlord possession of the Premises Is not delivered to Tenant within sixty (60) days of the Commencement Date, then this Lease may be 'terminated by either party and shall be deemed to be terminated thirty (30) days after receipt by the other party of written notice to terminate, and thereupon neither party hereto shall have any further liability to the other.

Any date with respect to Landlord's completion of any work In the Premises provided for herein or In any other agreement between Landlord and Tenant relating to the Premises shall be extended for any period that any such Landlord's work shall have been unavoidably delayed due to labor disputes, acts of God, government regulations or controls, or other casualties, conditions or causes beyond the reasonable control of Landlord.

ARTICLE 2

TERM

2.01 Commencement and Expiration Dates of Term. The Term of this Lease and Tenant's obligation to pay Rent hereunder shall commence On the Commencement Date, and shall expire, unless extended for a Renewal Term pursuant to Section 2.02 hereof or sooner terminated In accordance with the provisions hereinafter contained, at 12:00 p.m. midnight on the Lease Expiration Date. The Term and the Renewal Term, If any, are collectively referred to as the "Term."

2.02 Renewal Term. Provided that Tenant is not In default under any of the terms of this Lease, Tenant shall have the option to extend the Term of the Lease for one (1) additional term of five (5) years upon the same terms and conditions contained In this Lease and at the rental amounts set forth as Renewal Term Rent in the Fundamental Lease Provisions. To exercise this option. Tenant must provide written notice to Landlord not later than one hundred eighty (180) days prior to the expiration date of the then-current Term. The Renewal Term of this Lease and Tenant's obligation to pay Rent hereunder shall commence on the Renewal Term Commencement Date, and shall expire, unless sooner terminated In accordance with the provisions of this Lease, at 12:00 p.m.

midnight on the Renewal Term Expiration Date.

2.03 Failure of Tenant to Open. In the event that Tenant shall have failed to fully fixture, stock and staff the Premises and to open the Premises for business on or before thirty (30) days following the Commencement Date, then Landlord shall have, in addition to any and all remedies hereinafter provided, the right to immediately terminate this Lease and/or Tenant's right to possession hereunder.

2.04. Memorandum of Lease. This Lease shall not be recorded. If requested by Tenant, Landlord and Tenant shall execute a short form Memorandum of Lease, specifying the exact term of this Lease and such other reasonable and appropriate terms as agreed to by Landlord and Tenant. for recording In the Office of the Register of Deeds for Buncombe County, North Carolina. Tenant shall pay the recording fees

2.05 Attorney-in-Fact. Tenant hereby Irrevocably appoints Landlord as Tenant's attorney-in-fact pursuant to the provisions of Chapter 47, Section 115.1 of the General Statutes of North Carolina coupled with an Interest to execute any certificate or certificates required pursuant to Section 4.15 hereof regarding subordination and/or any Estoppel Agreement required pursuant to Section 8 hereof. In the event Tenant fails to execute any such documents within fifteen (15) days of submission by Landlord. Landlord may execute and/or record same as attorney-in-fact for Tenant.

ARTICLE 3

TENANT PAYMENTS

Tenant covenants and agrees to pay Landlord as rental for the Premises Rent In accordance with the provisions set forth hereinbelow. Tenant further covenants and agrees to pay, as hereinafter set forth, common area costs and expenses, taxes, insurance costs, promotional costs, late charges, and other charges required to be paid by Tenant by the provisions of this Lease, all of which are hereinafter sometimes collectively referred to as "Common Area Costs" and shall not be deemed a part of Rent hereunder. Common Area Costs shall for the purposes of the default provisions hereof, be deemed Additional Rent due from Tenant and any default in the prompt payment thereof shall entitle Landlord to exercise any or all of the remedies provided for herein and at law or at equity, on account of Tenant's failure to pay Rent. It is further agreed that Common Area Costs shall not be deemed Rent as that term is construed relative to government wage, price and rent control or analogous governmental actions affecting the amount of Rent which Landlord may charge Tenant. For the purposes of this Lease, the term Tenant's Proportionate Share shall mean (for each calendar year during the Term of this Lease during which Tenant Is required to make a specified payment of Common Area Costs, taxes, or Insurance costs) that fraction the numerator of which is the Area of the Premises and the denominator of Which Is the total rentable areas of all buildings forming the Shopping Center.

3.01 Rent. Tenant shall pay to Landlord without notice or demand during the Term hereof, at the address of Landlord or at such other place as Landlord may direct from time to time by notice to Tenant, the Annual Rent In equal monthly Installments of the Monthly Rent set forth in the Fundamental Lease Provisions payable in advance on or before the first day of each calendar month during the Term of this Lease, without abatement, offset or deduction of any kind or for any reason. Installments of Rent due for any period Jess than one (1) calendar month for which tenant Is obligated to pay Rent shall be prorated on a per diem basis with respect to such fractional calendar month. .

3.02 Common Area Costs and Expenses. Taxes and Insurance Costs.

(a) For each calendar year during the Term of this Lease, Tenant shall pay to Landlord as Additional Rent Tenant's Proportionate Share of all common area costs and expenses ("Common Area Costs"). Common Area Costs are those costs paid or Incurred by Landlord and shall be charged to the operation, maintenance and management of the Shopping Center and its common areas. Tenant shall pay with the first payment of Rent, the Initial Installment toward Tenant’s Proportionate Share of Common Area Costs In the amount set forth In the Fundamental Lease Provisions, the same being based on Landlord's estimates for the calendar year in which the Commencement Date Is scheduled to occur. Such Initial estimated Installment is for the period from the scheduled Commencement Date to the last day of the calendar year during which the Commencement Date Is scheduled to occur. Tenant shall thereafter pay annual installments toward Tenant's Proportionate Share of Common Area Costs for each subsequent calendar year based on Landlord's estimates for each such period. After the end of each such calendar year, Landlord shall deliver to Tenant a statement certifying the actual Common Area Costs for the estimated period Just ended and a statement estimating the Common Area Costs for the calendar year thereafter. On or before the due date for the installment of Rent next due following receipt of each such statement.

Tenant shall pay any deficiency resulting from the actual Common Area Costs exceeding estimated payments for the period Just ended and shall pay Tenant's Proportionate Share of each such Item for the calendar year thereafter on the basis of Landlord's latest estimate. Landlord shall credit any excess payment made by Tenant for the preceding period against future payments of Tenant's Proportionate Share. If the Term of this Lease shall begin or end on a date other than the first or last day of an estimated period established by Landlord as aforesaid, the charges to Tenant for Common Area Costs for the first and/or final period shall be prorated on a dally basis.

(b) The term "Common Area Costs" shall mean and include all amounts paid or incurred by Landlord for operating, managing and maintaining the common areas of the Shopping Center in a manner deemed by Landlord reasonable and appropriate and for the best interests of the Shopping Center, including, without limitation, all costs and expenses of: (a) operating, repairing, maintaining, lighting, cleaning, painting and securing (including cost of uniforms, equipment, and all employment taxes) the common areas of the Shopping Center; (b) heating and cooling any enclosed common areas of the Shopping Center; (c) paying all personnel employed on a part time basis or full time basis in the operation, maintenance or repair of the common areas of the Shopping Center; (d) removing rubbish and debris from the common areas of the Shopping Center; (e) inspection, maintenance, operation and depreciation of machinery and equipment used in the operation and maintenance of the common area facilities; (f) replacement, repair and maintenance of: all roofs, exteriors and structural portions of all buildings within the Shopping Center; all paved parking and other

areas serving the Shopping Center (including, without limitation recapping, pot hole repair, painting and striping); and all walkways, landscaping, and lighting facilities; (g) planting, replanting and replacing flowers, shrubbery, and planters and the supplies required therefore; (h) all utilities used in connection with the operation, repair and maintenance of the common area facilities; (i) leasing or renting equipment used In connection with the operation, repair and maintenance of common area facilities; (j) compliance with any and all governmental regulations or the requirements of any governmental authority (such as but not limited to those of the Environmental Protection Agency and/or the Occupational Health and Safety Act) including the cost of any improvements required thereby and all costs and fees paid or incurred in preparing to make such improvements and In contesting or negotiating as to such regulations or requirements, (k) taxes; (l) insurance costs; (m) promotional costs; (n) an administrative cost equal to fifteen percent (15%) of the total amount of all Common Area Costs; and (o) establishing and maintaining reasonable reserves for the foregoing purposes. It is acknowledged and agreed that for the purposes of this Lease the “common areas" of the Shopping Center shall mean and include all roofs, exteriors and structural portions of all buildings and all utilities underground or otherwise forming part of the Shopping Center and all paved parking areas, driveways, sidewalks, passages, loading docks and all other areas not specifically designated to be under the exclusive control of any single tenant.

(c) The term "taxes" shall mean and Include all assessments or charges paid or incurred by Landlord for public betterments or Improvements, fire or water line taxes, ad valorem real estate and/or personal property taxes, or any other tax on rents or real estate as such (of her than Income taxes thereon) are from time to time directly or Indirectly assessed or imposed upon the Shopping Center and/or the Land and/or the property, furniture, fixtures, and equipment used in the operation, maintenance or repair of the Shopping Center and its common areas, including all costs and fees paid or Incurred by Landlord In contesting, or in negotiating with the public authorities as to the amount of such assessments, charges or taxes or the basis upon which the same shall be assessed.

(d) The foregoing provisions to the contrary notwithstanding, it is understood end agreed that any and all taxes imposed upon or with respect to any alterations, additions, or improvements made to the Premises by Tenant or under its direction, or with respect to any property of Tenant therein shall be borne and paid entirely by Tenant and if any of said items or any portion thereof shall be paid by Landlord, Tenant shall reimburse Landlord for the same immediately upon receipt by Tenant of written demand therefore from Landlord.

(e) The term "insurance costs" shall mean and include all amounts paid or incurred by Landlord for all insurance which may be maintained by Landlord from time to time with respect to the Shopping Center, the common areas thereof and the management, operation and maintenance thereof including, but not limited to, all risk fire and extended coverage insurance, rental loss insurance, general liability insurance, automobile insurance, workmen's compensation insurance, insurance against liability for defamation and claims for false arrest, and plate glass insurance.

3.03 Utilities.

(a) Tenant shall promptly pay for all utilities and other services (Including, but not limited to, water, sewage service charges, garbage or trash removal, fuels, including natural gas and electricity, including electricity for any heating in the Premises) furnished to and/or used in or at the Premises for any purpose. Landlord shall Install a meter at the Premises to record Tenant's water usage, and Tenant shall pay to Landlord monthly, as Additional Rent, the cost of Tenants water usage within then (10) days of Tenant’s receipt of a statement from Landlord setting forth the cost of such water usage on the Premises.

(b) Landlord shall not be liable for any interruption or curtailment whatsoever in the furnishing of utility services or other services to the Premises whether or not the same are furnished by Landlord, which Is due to fire, accidents, strikes. acts of God or other casualties, conditions or causes beyond Landlord's control or which Is necessary or proper In order to make alterations, improvements or repairs. Landlord reserves and shall at all times have the right to cut off and discontinue on ten (10) days written notice to Tenant all utility services in the event Tenant has failed to pay any amounts due from Tenant to Landlord under any provision of this Leas~ and fails to cure such default within said ten (10) day notice period.

3.04 Amounts Due Upon Termination. Notwithstanding any expiration or termination of this Lease (except in the case of cancellation by mutual agreement) Tenant's obligation to pay Rent, Tenant's Proportionate Share of all Common Area Costs and utility charges under this Lease shall continue and shall cover all periods up to the Lease Expiration Date. Tenant’s obligation to pay any and all such amounts under this Lease and Landlord’s and Tenant's obligations to make the adjustments referred to above shall survive for one (1) year after any expiration or termination of this Lease.

3.05 Security Deposit. Tenant has concurrently with the execution of this Lease, deposited with the landlord the sum set forth for the Security Deposit in the Fundamental Lease Provisions as security for the full and faithful performance of each and every provision of this Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease by it to be performed, Landlord may, in addition to any other remedy it may have, use, apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant shall, within five (5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep the Security Deposit separate from its general funds and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform each provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant only upon the expiration of the full stated Term of this Lease and after payment by Tenant of all sums due or to become due Landlord under any provisions of this Lease, it being the intention of the parties that such sum of money shall secure Landlord not only as to default by Tenant prior to termination but as to any deficiency in sums to be paid by Tenant to Landlord for the full stated Term hereof. In the event of a sale, lease or other transfer of the Shopping Center, Landlord shall have the right to transfer the Security Deposit to the vendee, lessee or transferee, and Landlord snail thereupon be released from all liability for the return of such Security Deposit, and Tenant shall look to the new Landlord solely for the return of said Security Deposit and this provision shall apply to every transfer or assignment made of the Security Deposit to a new landlord. The Security Deposit shall not be assigned or encumbered by Tenant without the written consent of Landlord and any such assignment or encumbrance without Landlord's consent shall be void.

ARTICLE 4

TENANT COVENANTS

4.01 Use.

(a) Tenant shall not use, occupy or operate the whole or any part of the Premises for any purpose other than that set forth under Permitted Use In the Fundamental Lease Provisions or permit the same to be used for any other purpose. Tenant agrees to maintain minimum business hours from 10:00 a.m. to 6:00 p.m., six (6) days per week (Monday through Saturday), which minimum business hours may be modified by Rules and Regulations reasonably imposed by Landlord. Tenant shall further use the Premises in accordance with the Rules and Regulations from time to time adopted by Landlord and in such a manner as will not interfere with or infringe on the rights of other tenants in the Shopping Center. If Rules end Regulations have already been adopted by Landlord, a copy of such Rules and Regulations presently in effect are attached hereto as Exhibit "B" and by this reference made a part hereof.

(b) Tenant shall not use or occupy the Premises in violation of an~ law, ordinance, regulation or other directives of any governmental authority having jurisdiction thereof, nor permit a nuisance to be created or maintained therein. Tenant shall not maintain or permit any coin operated or vending machines within the Premises without the prior written consent of Landlord.

(c) During the Term hereof, Tenant shall be in continuous use, occupancy and operation of the entire Premises, shall conduct business in the Premises for the purposes herein stated and shall not vacate or abandon the Premises or allow the same to appear vacated or abandoned. Tenant shall conduct its business in the Premises under the trade name set forth under Tenant's Trade Name in the Fundamental Lease Provisions and under no other name or trade name unless first approved in writing by Landlord.

(d) Tenant shall not allow any odor or sound produced or originating within the Premises to be detectable outside the Premises and shall, at its sole expense, exhaust or filter all such odors in such manner that they cannot be detected outside the Premises and sound proof the walls of the Premises in such manner that such sounds cannot be heard outside the Premises.

(e) Tenant shall not under any circumstances conduct in the Premises or the Shopping Center any auction or bankruptcy sale or fire sale or going-out-of-business sale or any similar liquidation sale, it being agreed that the same are inconsistent and in conflict with and would be detrimental to the interests of Landlord and Tenant.

4.02 Painting and Decorating. Tenant shall paint and keep the Premises, including the storefront thereof, in good repair, but Tenant shall not change the decorative or architectural treatment of the storefront (including the paint colors), the interior or the exterior of the Premises without Landlord's written consent. Tenant shall promptly remove, upon order from Landlord, any decoration or architectural change which has been applied to or installed upon the Premises without Landlord's written consent or take such other action with reference thereto as Landlord may direct.

4.03 Signs and Displays. Tenant shall not place or permit to be placed or maintained any sign, awning, advertising matter, decoration, lettering, or other thing of any kind on the interior or the exterior of the Premises or on the glass any window or door of the Premises without first obtaining Landlord's written approval thereof. Tenant shall promptly remove upon order from Landlord, any sign, awning, advertising matter or other thing of any kind which has been applied to or installed upon the interior or exterior of Premises without Landlord's written consent or take such other action with reference thereto as Landlord may direct. Tenant shall maintain displays of merchandise in such a manner as shall be visible from Tenant's storefront and shall take such other action with respect thereto as Landlord shall direct.

4.04 Rubbish Removal. Tenant at its own expense shall keep the Premises clean, both inside and outside, and shall remove all rubbish, garbage and other refuse from the Premises and place it in containers which shall be provided by Tenant and located as directed by Landlord within the service areas of the Shopping Center.

4.05 Passageways. Tenant shall neither encumber nor obstruct the passageways adjoining the Premises or in other areas of the Shopping Center, nor allow the same to be obstructed or encumbered in any manner, including, but not limited to the use of same for displays, advertising or the sale of merchandise.

4.06 General Insurance Requirements. During the Term hereof, Tenant shall, at its own cost and expense, carry with companies satisfactory to Landlord, comprehensive public liability insurance in the Joint names of Landlord and Tenant covering the Premises and the use and occupancy thereof in such amount or amounts as may be reasonably required y Landlord from time to time but in no event less than One Million Dollars ($1,000,000.00) combined single limit for any one occurrence. Tenant shall also keep in force at its own cost and expense as set forth herein, fire, extended coverage, sprinkler and water damage insurance on Tenant’s personal property and other contents of the Premises, including, but not limited to betterments and improvements made by Tenant, Tenant's inventory, trade fixtures, furnishings and other personal property whether or not removable by Tenant, in an amount sufficient to cover the full replacement cost of such property. Tenant hereby waives any claim or right of action which it may have against Landlord for loss or damage covered by any insurance required to be maintained by it pursuant t the terms of this Lease and covenants and agrees that it will obtain a waiver in writing from the carrier of such insurance releasing such carrier’s subrogation rights as against Landlord. In addition, Tenant shall keep in force workman’s compensation or similar insurance to the extent required by law. Tenant shall deliver said policies or certificates thereof to Landlord before entering the Premises or within ten (10) days of the Commencement Date, whichever shall occur first and thereafter thirty (30) days prior to the expiration of any existing policy of insurance. Should Tenant fail to obtain or maintain in effect the insurance called for herein or to pay the premiums therefore or to deliver said policies, certificates or duplicates thereof to Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or damage incurred by Landlord arising out of such failure and Landlord, may, at its election and in addition to any other remedy available to Landlord, procure said insurance and pay the requisite premiums therefore, in which event, Tenant shall pay to Landlord on demand as Additional Rent all sums so expended by Landlord. Tenant shall cause each Insurer under the policies required hereunder to agree by endorsement on the policy issued by it or by independent instrument furnished to Landlord that it will give Landlord fifteen (15) days prior written notice before the policy or policies in question shall be altered or canceled.

4.07 Plate Glass. Tenant shall replace, at its sole cost and expense any and all plate and other glass in or about the Premises damaged or broken from any cause whatsoever.

4.08 Insurance Restrictions. Tenant shall not, without Landlord’s prior written consent, used the Premises or the Shopping Center in any manner which will increase the insurance premium costs or invalidate any insurance policies carried on the Premises or on other parts of the Shopping Center, nor shall Tenant do or cause to be done or permit or keep on the Premises or in the Shopping Center anything which will have a like effect upon any such insurance policies. If, because of anything done, caused to be done, permitted or omitted by Tenant or its agents, servants, employees (whether or not acting in the scope and course of their employment), licensees, or assignees, the premium rate for any kind of insurance in effect on the Shopping Center or any part thereof shall be raised, or if Landlord should consent to a use or occupancy of the Premises by Tenant whish shall cause an increase in the premium rate for such insurance, Tenant shall pay Landlord on demand as Additional Rent the amount of any such increase in premium which Landlord shall pay for such insurance. If Landlord shall demand that Tenant remedy the condition which caused any such increase in an insurance premium rate, unless Landlord has otherwise consented to the condition in writing, Tenant shall remedy such condition within five (5) days after receipt of such demand. All property kept, stored, maintained or permitted within the Premises by Tenant shall be at Tenant’s sole risk.

4.09 Indemnification of Landlord. Tenant agrees to indemnify and defend Landlord and to save harmless Landlord, and the tenants, licensees, invitees, agents, servants and employees of Landlord against and from any and all claims by or on behalf of any person, firm or corporation arising by reason of injury to person or property occurring on the Premises, or in the Shopping Center occasioned in whole or in part by any act or omission on the part of Tenant or any servant, agent, employee; licensee, or assignee of Tenant, or by reason of any unlawful use of the Premises or by reason of any breach, violation or nonperformance of any covenant in this Lease on the part of Tenant to be observed or performed, and also by reason of any matter or thing growing out of the occupancy or use of the Premises by Tenant or anyone holding or claiming to hold through or under Tenant. Tenant agrees to pay Landlord promptly for all damage to the Shopping Center or the Premises and for all damage to tenants or occupants of the Shopping Center caused by Tenant's misuse or neglect of the Shopping Center or of the Premises or of its or their apparatus and appurtenances and Tenant agrees in any event to reimburse and compensate Landlord as Additional Rent within five (5) days of rendition of any statement to Te an by Landlord for expenditures made by Landlord or for fines sustained or incurred by Landlord due to nonperformance or noncompliance with or breach or failure to observe any term covenant or condition of this Lease upon Tenant's pert to be kept, observed, performed or complied with, Landlord shall not be liable to Tenant for any damage by or from any act o negligence of any co-tenant or other occupant of the Shopping Center or by any owner or occupant of adjoining or contiguous property. Neither Landlord nor its agents shall be liable to Tenant or to any person, firm or corporation claiming through or under Tenant for any injury or damage to persons or property resulting from fire, explosion, failing plaster, steam, glass, electricity, water, rain or snow or leaks from any part of the Shopping Center or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatever nature, unless caused by or due to the negligence of Landlord, it agents, servants or employees acting in the course and scope of their employment. Landlord shall not be liable to Tenant or to any person, firm or corporation claiming through or under Tenant for any latent defect in the Premises or in the Shopping Center.

4.10 Alterations by Tenant. Tenant shall make no alterations, addition or improvements to the Premises or to the exterior, the structure, or the storefront thereof or the signs thereon without the prior written consent of Landlord. Any request by Tenant for Landlord's co sent to an such proposed alterations, additions and improvements shall in each instance be accompanied by plans and specifications for the proposed work, prepared and submitted to Landlord in accordance with such requirements as Landlord may reasonably impose. All such alterations, additions and improvements shall be made by Tenant in accordance with the reasonable, requirements of Landlord. All alterations, additions and improvements (excluding personal property and movable business fixtures of Tenant no part of the cost of which shall have been paid by Landlord) made by, for or at the direction of Tenant, shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this Lease or at such time as Landlord shall reenter and take possession of the Premises without terminating this Lease pursuant to the provisions of Section 4.14 hereof; Landlord shall, however, have the right to require Tenant to remove any such alterations, additions, or improvements and to restore the Premises to the condition in which they were in at the commencement of Tenant's occupancy thereof. Such right shall be exercised by Landlord by giving notice to Tenant at any time prior to but not later than thirty (30) days after the expiration or earlier termination of this Lease. Upon receipt of such notice, Tenant, at Tenant’s sole cost and expense, shall comply with the requirements specified in such notice on or before the expiration or earlier termination of this Lease or within five (5) days after receipt of such notice by Tenant whichever shall be later.

4.11 Repairs and Maintenance by Tenant. (a) Tenant shall, at Tenant’s own cost and expense, keep and maintain the Premises and appurtenances thereto (including replacements as necessary) and every part thereof, in good order and repair except portions of the Premises to be repaired by Landlord pursuant to Section 6.01 hereof. Tenant shall also keep the heating, cooling and ventilation, water, sewer, electrical and sprinkler systems within or serving the Premises in good order and repair and Tenant shall be liable for any damages due or attributable to Tenant's , failure to perform or cause such maintenance or repairs to be performed. Throughout the Term of this Lease, Tenant shall enter into and maintain at its expense a maintenance contract with the service contractor designated from time to time by Landlord, or selected by Tenant and approved in writing by Landlord, which contract shall provide for, and Tenant shall through such contractor perform or cause to be performed, routine maintenance on the heating, cooling and ventilation system serving the Premises, including but not limited to timely changing of filters (at least quarterly), adjustment and inspection of air handling mechanisms, control equipment, inspection, maintenance and performance of necessary lubrication, testing and other such normal maintenance procedures.

In addition, throughout the Term of this Lease, Tenant shall enter into and maintain at its expense a pest control contract with the pest control contractor designated from time to lime by Landlord, or selected by Tenant and approved in writing by Landlord, which contract shall provide for, and Tenant shall through such contractor perform or cause to be performed, not less frequently than quarterly, routine pest control services and extermination of and preventive treatment for vermin, insects and wood destroying organisms.

All damage or injury to the Premises or the Shopping Center, or the comm0f. areas, caused by any act or negligence of Tenant, its agents, employees, licensees, invitees or visitors, shall be promptly repaired by Tenant. Landlord may make such repairs which are not promptly made by Tenant and charge Tenant for the cost thereof, and Tenant hereby agrees to pay such amount to Landlord, together with interest thereon at the highest legal rate not to exceed eighteen (18%) percent per annum from the date of such repairs, as Additional Rent on demand. Tenant shall have no right to make repairs at the expense of Landlord, or to deduct the cost thereof from the Rent due hereunder.

4.12 Transfers. Assignment and Subletting. Tenant shall not sell, assign, pledge or hypothecate this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord in each such instance. Consent of Landlord to one assignment or subletting shall not destroy or operate as a waiver of the prohibitions contained in this section as to tot re assignments or subleases and all such later assignments or subleases shall be made only with Landlord’s prior written consent. In the event any assignment of this Lease or subletting of the Premises or any part thereof is made by Tenant whether or not the same is consented to by Landlord, Tenant shall remain liable to Landlord for payment of all Rent and for the faithful performance of all of the covenants and conditions of this Lease by an assignee or sublessee to the same extent as if the Lease had not been assigned or the Premises sublet. If this Lease shall be assigned or the Premises or any portion thereof sublet by Tenant at a rental that exceeds all Rent and Additional Rent to be paid to Landlord hereunder, then and in such event any such excess shall be paid over to Landlord by Tenant. If Tenant shall request Landlord's consent to an assignment of this Lease or a subletting of the Premises or any portion thereof, it shall do so by written notice to Landlord naming the proposed assignee or subtenant, designating any portion of the Premises. t be su~1 at and setting forth the other terms and conditions of such proposed assignment or subletting. Thereupon and at any time thereafter Landlord shall, at its election upon notice to Tenant and without limitation, have the right to refuse to consent to such subletting or assignment; or enter into a direct lease with such proposed assignee or subtenant; and/or terminate this Lease as to the portion of the Premises designated in such notice. Upon Landlord giving such notice, this Lease shall terminate as to the portion of the Premises designated in such notice from Tenant to Landlord, the area of the Premises shall be reduced by the area of the portion of the Premises so designated by Tenant, the Rent shall be reduced in the same proportion as the area of the Premises shall be so reduced, an Tenant shall upon request of Landlord execute an instrument in recordable form prepared by Landlord amending this Lease to set forth the new Premises, Rent and Additional Rent.

4.13 Voting Control. If Tenant is a corporation and if the entity or person or persons own a majority of its voting shares at the time of the execution hereof cease to own a majority of such shares at any time hereafter, except as a result of transfers by gift, bequest or in heritance, Tenant shall so notify Landlord. In the event of such change of ownership, whether or not Tenant has notified Landlord thereof, Landlord may at its option terminate this Lease by notice to Tenant effective immediately upon the giving of such notice. This section shall not apply if and so long as Tenant is a corporation the outstanding voting stock of which is listed on a recognized security exchange. .

4.14 Remedies Upon Default.

(a) Each of the following events (herein called "Events of Default") shall be deemed default by Tenant:

(1) If Tenant shall fall to pay any Rent or Additional Rent when due an upon receipt of written notice of delinquency from Landlord shall fail to pay any delinquent Rent or Additional Rent within ten (10) days after receipt of such notice, or if Tenant shall fail to carry out any other obligation imposed upon it under the terms of this Lease within thirty (30) days after it shall have been notified by Landlord of its breach of this Lease, or Tenant is not diligently proceeding to carry out any obligation which may physically require more than thirty (30) days. Landlord shall not, however, be required to give Tenant notice of default if Tenant is in default more than two (2) times in a twelve-month period; or

(2) If Tenant (or, if Tenant is a partnership, if any partner of Tenant) or any guarantor of this Lease shall: (i) file a petition in bankruptcy; (ii) take or consent to any other action seeking any such judicial decree; (iii) file any debtor proceeding or a petition for an arrangement or for corporate reorganization; (iv) make any assignment for the benefit of its creditors; (v) admit in writing its inability to pay its debts generally as they become due;

(3) If a court of competent jurisdiction shall enter a decree or order adjudicating Tenant bankrupt or insolvent;

(4) If any trustee or receiver for Tenant, or for any substantial part of its property, be appointed;

(5) If any person shall file a petition for involuntary bankruptcy against Tenant a such appointment or petition shall not be stayed or vacated within sixty (60) days (entry thereof;

(6) If Tenant's interest hereunder shall pass to another by operation of '1w in an other manner;

(7) If Tenant's interest in this Lease or the Premises shall be subjected to any attachment, levy or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereto;

(8) If Tenant shall vacate or abandon the Premises or shall fail to strictly maintain minimum business hours as required in this Article 4,

Then and in any such event. Landlord may, if Landlord so elects but not otherwise, at the occurrence of anyone or more of the foregoing events as a default of this Lease and with or without notice of such election, and with or without any demand whatsoever, either forthwith terminate this Lease and Tenant's rights to possession of the Premises or, without terminating this Lease, forthwith terminate Tenant's right to possession of the Premises.

(b) No course of dealing between Landlord and Tenant or any delay on the part of Landlord in exercising any rights it may have under this Lease shall operate as a waiver of any of the rights of Landlord hereunder nor shall any waiver of a prior default operate as a waiver of any subsequent default or defaults and no express waiver shall affect any condition, covenant, rule or regulation other than the one specified in such waiver and that one only for the time and in the specifically stated.

(c) In the event of any re-entry of the Premises and/or changing of the locks on the Premises and/or termination of this Lease by Landlord pursuant to any of the provisions of this Lease, Tenant hereby waives all claims for damages which may be caused by such re-entry or changing of locks or termination by Landlord and Tenant shall save Landlord harmless from any loss, costs (including legal expense and reasonable attorneys’ fees) or damages suffered by Landlord by reason of such re-entry or changing of locks or termination and no such re-entry or changing of locks or termination shall be considered or construed to be a forcible entry.

(d) If Landlord elects to terminate Tenant's right to possession only, without terminating the Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant's signs and other evidence of tenancy, and take and hold possession thereof as provided in Subsection (b) above, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant's obligation to pay the Rent hereunder for the full term, and in any such case Tenant shall pay forthwith to Landlord. If Landlord so elects, a sum equal to the entire amount of the Rent for the remainder of the then current Term, plus any other sums then due hereunder. Upon and after entry into possession without termination of this Lease, Landlord may, but need not, relet the Premises or any part thereof for the account of Tenant to any person, firm or corporation other than Tenant, for such Rent, for such time and upon such terms as Landlord in Landlord’s sole discretion shall determine, and Landlord shall not be required to accept any sums offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses of reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient to pay monthly the full amount of Rent and Additional Rent reserved in this Lease, and all other monies to be paid by Tenant, together with the costs of repairs, alterations, additions, redecorating and Landlord’s expenses, Tenant shall pay to Landlord the amount of each monthly deficiency upon demand.

(e) Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and except strictly as required by law, Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord's possession or under Landlord's control. Tenant agrees that, to the fullest extent permitted by law, any such property of Tenant not retaken from storage by Tenant within thirty (30) days after the end of the Term, however terminated, shall be deemed abandoned by Tenant and Landlord shall become the owner thereof. Landlord may dispose of any such property in any manner whatsoever including without limitation, the sale, scrapping and/or destruction thereof without any further obligation to Tenant, and Tenant shall pay to Landlord promptly on demand the reasonable expenses of such disposal.

4.15 Subordination. Tenant agrees that this Lease is and shall remain subject and subordinate to and may be assigned as security for any present and all future ground leases or underlying leases of the Shopping Center or of the Land and to and for all mortgages or deeds of trust which may now or hereafter affect such leases or the Shopping Center or the Land and to and for all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument shall be necessary to effect such subordination, however, Tenant shall execute promptly and deliver to Landlord any such certificate or certification in writing as Landlord may request evidencing the subordination of this Lease to or the assignment of this Lease as additional security for such ground lease, underlying lease, mortgage or deed of trust.

4.16 Liens. Any work on the Premises performed by Tenant hereunder s all be performed subject and pursuant to the provisions of the Alterations by Tenant, Section of this Lease, and upon completion thereof Tenant shall furnish Landlord with waivers and affidavits confirming that all contractors, subcontractors, laborers and materialmen who have performed work in the Premises have been paid in full. Such waivers and affidavits shall be in a form acceptable to Landlord and in accordance with applicable laws of the State of North Carolina. If any such lien or claim of lien shall at any time be flied against the Premises, the Shopping Center or the Landlord, or Tenant's interest therein or hereunder, by reason of Tenant's acts or omissions or because of a claim against Tenant or any contractor or subcontractor of Tenant, Tenant shall cause the lien or claim of lien to be canceled and discharged of record by bond or otherwise within ten (10) days after receipt of notice from Landlord. If Tenant shall fail to cause such lien or claim of lien to be so discharged or bonded within such period, Tenant shall be in default hereunder, and, in addition to any other right or remedy it may have, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by procuring the discharge of such lien or claim by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien or claim by the lienor or claimant and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs sand allowances. Tenant shall pay as Additional Rent on demand any sum so paid by Landlord or the aforesaid purposes with interest as hereinafter provided and all costs and expenses incurred by Landlord including, but not limited to attorneys’ fees in processing such discharge or in defending any such action.

4.17 Retail Restriction Limit. During the Term of this Lease (including any extension or renewal thereof, Tenant shall not, either directly or indirectly, own, operate or be financially interested in, either by itself or with others within a radius of three (3) miles of the perimeter of the Shopping Center, a business like or similar to the business permitted to be conducted under this Lease.

ARTICLE 5

COMMON AREAS

5.01 Use of Common Areas. (a) As long as Tenant is not in default hereunder, Tenant shall be entitled to the use in accordance with the Rules and Regulations referenced herein and in common with other tenants, the common areas of the Shopping Center, as same may be constituted from time to time; provided that Landlord may adopt and amend Rules and Regulations and make or grant such departures therefrom at such times and in such manner as Landlord in its sole discretion may deem appropriate. and further provided that the use of the common areas by Tenant shall be subject to the terms and conditions contained herein and to such other reasonable Rules and Regulations for the use thereof as may be prescribed by Landlord from time to time.

(b) It is acknowledged and agreed that Landlord may in its sole discretion at any time or from time to time relocate or rearrange or alter or modify the common areas or any part thereof provided only that after any such change the common areas then available for Tenant's use and enjoyment shall be substantially equivalent to those so available prior to such change.

(c) Tenant agrees that it shall cause all of its employees. agents and contractors to utilize that portion of the parking areas of the Shopping Center designated from time to time by Landlord for employee parking and shall prohibit such persons from using other parking areas Shopping Center.

ARTICLE 6

LANDLORD OBLIGATIONS

6.01 Repairs by Landlord. Landlord agrees to keep in good order the common areas of the Shopping Center (exclusive of the storefront of the Premises or any plate or other glass in or about the Premises) provided that the cost of the same shall be included in Common Area Costs. Except as otherwise provided in this Lease, Landlord gives to Tenant exclusively control f the Premises and shall be under no obligation to inspect or repair any part of the Premises. Tenant shall at once report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair, and failure to so report such defects shall make Tenant responsible to Landlord for the repair of such defective condition and any liability, cost or expense incurred by Landlord by reason of failure to so report such defective condition. Landlord shall have a reasonable time after receipt of notice from Tenant to commence and complete repairs required of Landlord hereunder.

6.02 Damage or Destruction. (a) In the event that before or during the Term of this Lease, the Premises or the Shopping Center shall be damaged by fire or other casualty which renders the Shopping Center, the Premises or any part of the Shopping Center or the Premises untenantable, Landlord within thirty (30) days of such fire or casualty or of receipt of written notice from Tenant of such damage (whichever shall last occur) shall have the right to either (i) serve written notice upon Tenant of Landlord's intent to repair said damage or (ii) if said damage renders so much of either of the Premises or of the Shopping Canter untenantable that repair would not be feasible as determined in Landlord's sole discretion, or if said damage shall have been occasioned by the act or omission of Tenant, its servants, agents or employees, serve written notice upon Tenant that this Lease is terminated. If Landlord shall so terminate this lease, such termination shall be effective as of the date therefore set forth in Landlord's notice to Tenant. If Landlord shall elect to repair such damage, such repairs shall be commenced within thirty (30) days of notice to Tenant of such election, and such repairs shall be completed within one hundred eighty (180) days of notice to Tenant of such election. During the period of repair the Rent shall be reduced to an amount which bears the same ratio as the portion of the Premises then available or use bears to the entire Premises. Upon completion of such repair, the Rent shall thereafter be paid as if no fire or other casualty had occurred. Additional Rent shall not be abated.

(b) The other provisions of this Section notwithstanding, Landlord shall have no obligation to replace or repair any property in the Shopping Center or on the Premises belonging to Tenant or to anyone claiming through or under Tenant nor shall Landlord have any obligation hereunder to replace or repair any property on the Premises which Landlord shall have the right require Tenant to remove from the Premises or any alteration, addition or improvement made to the Premises by, for or at the direction of Tenant.

6.03 Condemnation. In the event the whole or any part of the Shopping Center shall be taken by eminent domain or in any manner for public use, landlord may at its option terminate this Lease and the estate hereby granted by giving written notice of such termination to Tenant and upon the giving of such written notice by Landlord the estate hereby granted and all rights of Tenant hereunder shall expire as of the earlier of the date when title to or the right to possession of the Shopping Center or a part thereof shall vest in or be taken by public authority as aforesaid and any Rent or other charges paid for any period beyond said date shall be repaid to Tenant. Tenant shall not be entitled to any part of any award or payment which may be paid to Landlord or made for Landlord's benefit in connection with such public use and Tenant shall have no claim or rights as against Landlord for the value of any unexpired Term of this Lease. Tenant may, however claim and receive from the condemning authority, if legally payable, compensation for Tenant’s relocation costs and/or business interruption provided that the same shall not reduce amounts otherwise payable to Landlord.

6.04 Quiet Enjoyment and Transfer of Tenants. Tenant shall peaceably and quietly hold and enjoy the Premises during the Term hereof without hindrance or interruption by Landlord so long as Tenant performs and observes all of the terms, covenants and conditions to be performed and observed by Tenant hereunder and pays all sums due from Tenant for Rent, Additional Rent, costs, charges or reimbursement for sums advanced by Landlord on Tenant's behalf in accordance with the provisions hereof; provided, however, Landlord shall have the right, after having given Tenant thirty (30) days written notice of its intention to do so, to transfer and remove Tenant and all property in the Premises from the Premises to any other available premises in the Shopping Center substantially equal in size and area. Landlord shall bear the expense of any renovations or alterations necessary to make the new space substantially conform in layout and appointment with the original Premises,

ARTICLE 7

ADDITIONAL COVENANTS

7.01 Right of Entry. Landlord shall have the right to enter and to grant licenses to enter and/or pass through the Premises at any time and such lengths of time as Landlord shall deem reasonable (a) to inspect the Premises; (b) to exhibit the Premises to prospective tenants or purchasers of the Shopping Center; (c) to make alterations or repairs to the Premises or to the Shopping Center (including the installation and repair of utility lines, including sprinkler lines, which may pass through the Premises to service other areas of the Shopping Center) and to store necessary materials, tools and equipment for such alterations or repairs; (d) for any purpose which Landlord shall deem necessary for the operation and maintenance of the Shopping Center and the general welfare and comfort of its tenants; (e) for the purpose of removing from the Premises any placards, signs, fixtures, alterations or additions not permitted by this Lease; or (f) to abate any condition which constitutes a violation of any requirements, covenant or condition of this Lease or of the Rules and Regulations or of any notice given Tenant by Landlord in accordance with the terms of this Lease. No such entry by Landlord shall in any manner affect Tenant’s obligations and covenants under this Lease and no such entry shall of itself render Landlord liable for any loss of or damage to the property of Tenant. Any such entry by Landlord shall not unreasonably interfere with Tenant’s business operations on the Premises.

7.02 Surrender of Premises. At the end of the Term of this Lease or upon any earlier termination of this Lease or Tenant’s right to possess the Premises, Tenant shall vacate and surrender possession of the Premises to Landlord broom clean and in as good order and condition as the Premises were at the time Landlord shall have delivered possession thereof to Tenant, ordinary wear and tear, damage by fire or other casualty not caused by Tenant, its servants, agents or employees and (subject to the provisions of Article 4 of this Lease) alterations, additions and improvements to the Premises consented to in writing by Landlord excepted. Tenant shall have no right (except as it may be obligated to do pursuant to Article 4 hereof) to remove any betterments and improvements whether made by Tenant or Landlord, including but not limited to, floor and wall coverings, lighting, cooling and ventilating, plumbing and other such fixtures, partitions, alterations, improvements, systems and all such similar apparatus and equipment. If not in default, Tenant shall, however, have the right at the end of the Term hereof to remove any furniture, trade fixtures or other personal property placed in the Premises, provided that Tenant promptly repairs any damage to the Premises caused by such removal and provided further that all such removal and/or repairs are completed by the Expiration Date of this Lease.

7.03 Late Charges. In the event that Tenant fails to pay any sum due under any provisions of this Lease (including, without limitation, Rents, costs, charges, Additional Rents, or reimbursements) when due as herein provided, then, such sum shall bear interest at the highest legal rate not to exceed eighteen (18%) percent per annum calculated from said due date. The payment of such interest shall not excuse or cure any default by Tenant under this Lease. Tenant shall, in addition, pay a late charge of $50.00 for processing of late payments. Such interest and late charges shall be considered Additional Rent under the provisions hereof, the non-payment of which shall be considered a default on the part of Tenant and shall entitle Landlord to exercise all of its rights and privileges hereunder.

7.04 Notices. All notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been received on the date delivered in person or deposited in the United States Mail, registered or certified, return receipt requested, or by a nationally recognized overnight courier, to the following addresses, or to such other addresses as specified by written notice delivered in accordance herewith:

If to Landlord: Dick Fusco

Post Office Box 1075

334 Airport Road

Arden, North Carolina 28704

With a copy to: Cynthia W. Eller, Esq.

Van Winkle, Buck, Wall, Starnes & Davis, P.A.

Post Office Box 7376 (28802)

11 North Market Street

Asheville, North, Carolina 28801

If to Tenant: Brian Douglas Riley

BBI Computer Solutions, Inc.

79 Battle Creek Road

Horseshoe. NC 28742

Notices shall be in writing. The time of mailing shall be the time of the notice.

ARTICLE 8

MISCELLANEOUS

8.01 Attorney's Fees. Tenant shall pay reasonable attorney's fees of Landlord in the event Landlord is required to use the services of an attorney for the enforcement against Tenant of any of the terms, covenants or provisions hereof.

8.02 Time of Essence. Each of Tenant’s covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Lease, and the strict performance of each shall be a condition precedent to Tenant’s right to remain in possession of the Premises or to have this Lease continue in effect.

8.03 Holding Over. Should Tenant, with or without Landlord's written consent, hold over after the expiration or earlier termination of this Lease, Tenant shall become a tenant at will and shall be bound by each and all of the terms herein provided as may be applicable to such tenancy at will. Any such holding over shall not constitute an extension of this Lease by law or otherwise. During such holding over, Tenant shall pay Rent, Common Area Costs, and other charges hereunder, at that rate equal to two hundred fifty percent (250%) of the rate or rates then applicable under the provisions of this Lease.

8.04 Waiver. No Waiver by Landlord of any provision of this Lease shall be deemed to be a waiver of any other provision hereof or of any subsequent or continuing breach by Tenant of the same or any other provision. Landlord’s consent to or approval of any act by Tenant shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act. No agreement to accept Tenant’s surrender of the Premises shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination of the Lease or surrender of the Premises.

8.05 Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions, and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and assigns, when permitted hereunder; it is understood and, agreed, however, that the term "Landlord", as used in this Lease, means only the owner or the Landlord for the time being of the Shopping Center of which the Premises are a part, so that in the event of any sale or sales of the Shopping Center or of any lease thereof, Landlord named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing thereafter, and it shall be deemed without further agreement that the purchaser or the tenant as the case may be, has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder during the period such party has possession of the Land n the Shopping Canter.

8.06 Headings, Captions and References. The article and section captions contained in this Lease are for convenience only and do not in any way limit or amplify any term or provision hereof. The terms “Landlord” and “Tenant” as used herein shall include the plural as well as the singular, the neuter shall include the masculine and feminine genders and, if there be more than one tenant, the obligations herein imposed upon Tenant shall be joint and several.

8.07 Landlord and Tenant Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any other party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of Rent, nor any other provision contained herein nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than that set forth in Section 8.08 hereinbelow.

8.08 No Estate By Tenant. This Lease shall create the relationship of Lessor and Lessee between Landlord and Tenant, no estate shall pass our of the Landlord, and this Lease shall not be subject to levy and/or sale and shall not be assignable by Tenant except as provided in Article 4 hereof.

8.09 Entire Agreement and No Offer. This Lease constitutes the entire agreement, intent and understanding between the parties hereto with respect to the subject matter hereof and no prior or contemporaneous agreement or understanding with regard to any matter shall be effective for any purpose unless reduced to writing herein. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successor in interest. The submission of this Lease for examination or consideration by Tenant shall not constitute an offer to lease by Landlord nor a reservation of space and this Lease shall be effective only upon execution and delivery hereof by both Landlord and Tenant.

8.10 Representations. Tenant acknowledges that neither Landlord nor Landlord's employees or contractors have made any representations or promises with respect to the Premises, the Shopping Center, or this Lease except as expressly set forth herein and that Tenant shall have no claim, right or cause or action based on or attributable to any representation or promise allegedly made by Landlord, its agents, employees or contractors which is not expressly set forth herein.

8.11 Jurisdiction. The laws of the State of North Carolina shall govern the interpretation, validity, performance and enforcement of this Lease.

8.12 Landlord's Liability. It is understood and agreed that there shall he no personal liability on Landlord in respect to any of the covenants, conditions or provisions of this Lease, in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the equity of Landlord in the Shopping Center.

8.13 Estoppel Agreements. Tenant agrees that from time to time, at reasonable intervals, within ten (10) days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord or to such other party as may be designated by Landlord, a certificate stating that: this Lease is in full force and effect and has not been modified, supplemented or amended in any way, except as indicated in such certificate; that all conditions and agreements under this Lease to be performed by Landlord have been satisfied or performed, except as set forth in said certificate; that there are no existing defenses or offsets, except as indicated in said certificate; that Tenant has not paid any Rent in advance, except as indicated in said certificate; and that Tenant is not in default in the payment of Rent or any of the other obligations required of Tenant under this Lease.

8.14 Execution By Agent. It is acknowledged and agreed that if this Lease is executed by an agent on behalf of Landlord, such agent is acting solely in his or its capacity as agent for Landlord and neither such agent or its officers, directors, shareholders or employees shall have any liability under this Lease for any act or omission of Landlord hereunder, and Tenant shall look solely to Landlord with respect to all covenants and agreements of Landlord contained in this Lease.

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease Agreement as of the Lease Date set forth in the Fundamental Lease Provisions.

Cyber Cynergy Inc.

LANDLORD: FUSCO, LLC TENANT: ~~BBI COMPUTER SOLUTIONS, INC.~~

By: /s/ Richard Fusco By: /s/ Brian Douglas Riley

Richard Fusco, Member-Manager Brian Douglas Riley,

Chief Operating Officer

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation of our report dated September 26, 2005 relating to the financial statements of Homeland Integrated Security Systems, Inc. in the Registration Statement on Form SB-2/A dated December 2, 2005, and Prospectus, and to the reference to our firm as ‘Experts in Accounting’.

Traci J. Anderson

Huntersville, North Carolina

December 2, 2005