Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT is made this 1st day of July, 2007, by and between Pneu-Logic Ltd., ("Seller"), and Advanced ID Corporation, a Nevada corporation, ("Buyer").


RECITALS:


WHEREAS, Seller is a supplier of a wireless hand held tyre tread and pressure measuring tool for vehicle inspections; and WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all Seller's rights, title and interest, if any, in and to certain assets on the terms described below.


NOW, THEREFORE, the parties agree as follows:


1. Preamble; Preliminary Recitals. The preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement.


2. Purchase of Assets. Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all of the assets of Seller that are used in or necessary for the conduct of its business, ("Purchased Assets"). The purchase price for the Purchased Assets shall be $800,000. ("Purchase Price").


"Purchased Assets" means, tangible and intangible assets owned by Seller that are used in or necessary for the conduct of its business including, without limitation (i) software and all intellectual property of the Seller, (ii) the fixed assets of Seller, (iii) product designs and patent use rights (iv) any and all customer lists and (v) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances; but excluding all other assets of Seller and specifically excluding: (i) cash; (ii) any accounting related books and records, whether written or electronically recorded; (iii) causes of action not related to the Purchased Assets; (iv) contingent and unliquidated claims of every nature except those related to the Purchased Assets, including tax refunds, counterclaims, and rights to set off claims; (v) deposits and (vi) any personal property subject to any security interest in favor of a third party.


3. Payment of Purchase Price. Buyer shall deliver the Purchase Price as follows:


(i) 1,000,000 AIDO restricted common shares of Buyer with assumed value of $400,000 USD, the common share price being fixed at $0.40 USD as of the date of this definitive. Seller shall receive the common shares issued on the first of July.
(ii) $400,000 USD in cash spread over twelve (12) months on an earn out basis as follows:
(a) $100,000 USD upon the date of closing
(b) $30,000 USD monthly starting October 1, 2007 for ten months, based on meeting 50% of the pro forma 2007 revenue forecast provided by Seller. Failure to meet the 50% of forecast average over a three month period will decrease the month payout and extend the payout beyond twelve (12) months. The aggregate amount will not decrease as long as 50% of the forecast is met by the end of the period.


4. Assumption of Liabilities. Buyer is not assuming, nor shall it in any way be liable or responsible for, any liabilities, obligations or debts of Seller, whether accrued, absolute, contingent or otherwise, arising before or after the Closing.


5. Covenants of Seller. Seller hereby covenants and agrees with Buyer that: Until the Closing Seller shall use its best efforts to maintain its current relationships with suppliers, customers and others having business relations with Seller in connection with the Purchased Assets. Until the Closing, except as may be first approved in writing by Buyer or as is otherwise permitted or contemplated by this Agreement, Seller shall conduct its business and all transactions with respect to the Purchased Assets, only in the usual and ordinary course of business consistent with Seller's past practice. Until the Closing, Seller shall make no sale of assets other than in the ordinary course of Seller's past practice ...