10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _____  to  _____ 

Commission file number: 0-22693

IFTH Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	11-2889809
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445
(Address of principal executive offices, including zip code)

(561) 805-8000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of our common stock held by non-affiliates computed by reference to the closing price of our common stock on March 31, 2008 was $515,108. For purposes of this calculation only, directors, executive officers and the principal controlling stockholder of the registrant are deemed to be affiliates.

The number of shares outstanding of each class of our common equity as of December 18, 2008, is as follows:

Class of Common Equity	Number of Shares
Common Stock, par value $.01 per share	8,146,398

Table Of Contents

Item	Description	Page
PART I
	Special Note Regarding Forward-Looking Statements		1
1.	Business		3
1A.	Risk Factors		5
1B.	Unresolved Staff Comments		8
2.	Properties		8
3.	Legal Proceedings		9
4.	Submission of Matters to a Vote of Security Holders		9
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9
6.	Selected Financial Data		9
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
7A.	Quantitative and Qualitative Disclosures About Market Risk		13
8.	Financial Statements and Supplementary Data		13
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		13
9A(T).	Controls and Procedures		13
9B.	Other Information		14
PART III
10.	Directors, Executive Officers and Corporate Governance		15
11.	Executive Compensation		17
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		24
13.	Certain Relationships and Related Transactions and Director Independence		26
14.	Principal Accounting Fees and Services		28
PART IV
15.	Exhibits, Financial Statement Schedules		29
	Signatures		30
Exhibit 3.1
Exhibit 10.2
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
Exhibit 10.16
Exhibit 10.17
Exhibit 21.1
Exhibit 23.1
Exhibit 23.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

i

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, without limitation, statements about our market opportunities, our business and growth strategies, our projected revenue and expense levels, possible future consolidated results of operations, the adequacy of our available cash resources, our financing plans, our competitive position and the effects of competition and the projected growth of the industries in which we operate, and our plan to change our name. Forward-looking statements include all statements that are not historical facts and can be identified by forward-looking statements such as “may,” “might,” “should,” “could,” “will,” “intends,” “estimates,” “predicts,” “projects,” “potential,” “continue,” “believes,” “anticipates,” “plans,” “expects” and similar expressions. Forward-looking statements are only predictions based on our current expectations and projections, or those of third parties, about future events and involve risks and uncertainties.

Although we believe that the expectations reflected in the forward-looking statements contained in this Annual Report on Form 10-K are based upon reasonable assumptions, no assurance can be given that such expectations will be attained or that any deviations will not be material. In light of these risks, uncertainties and assumptions, the forward-looking statements, events and circumstances discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that could cause our actual results, level of performance or achievements to differ materially from those expressed or forecasted in, or implied by, the forward-looking statements we make in this Annual Report on Form 10-K are discussed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K and include:

• our ability to successfully implement our business strategy;

• our expectation that we will incur losses, on a consolidated basis, for the near future;

• our ability to fund our operations;

• our ability to attract and retain key management and other personnel;

• our ability to protect the confidentiality of our proprietary information and know-how;

• our ability to replace subscribers we lose in the ordinary course of business;

• our ability to maintain our indirect relationship with the three credit reporting repositories, which we have access to through the three credit reporting and monitoring resellers that purchase such services wholesale from the three repositories, as well as other key providers;

• our ability to compete successfully with our competitors;

• our ability to protect and maintain our computer and telephone infrastructure;

• our ability to maintain the security of our data;

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• changes in federal, state and foreign laws and regulations;

• because our common stock may be a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected;

• directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in your best interests or in the best interests of our stockholders; and

• compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

You should not place undue reliance on any forward-looking statements. In addition, past financial or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future results or future period trends. Except as otherwise required by federal securities laws, we disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements included in this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

IFTH Acquisition Corp. (“IFTH,” the “Company,” “we,” “us” or “our”) is Delaware corporation incorporated in September 1987. Prior to December 31, 2007, we were a full service provider of Information Technology (IT) solutions. We delivered complete lifecycle IT solutions for our customers. Effective December 31, 2007, as approved by our stockholders at a special meeting held December 27, 2007, we closed the transactions contemplated by the Asset Purchase and Sale Agreement, dated November 13, 2007 (the “Sale Agreement”), between us and Corporate Technologies LLC (“Corporate Technologies”) pursuant to which we sold all of our operating assets (the business known as InfoTech USA, Inc. or Infotech).

Under the terms of the Sale Agreement, we ceased our operations and, pursuant to an interim services agreement and an administrative services agreement entered into in connection with the Sale Agreement, Corporate Technologies agreed to assist us in the collection of the outstanding accounts receivable and in the sale of the remaining inventory. We retained their cash at the time of the closing of the Sale Agreement, the cash received from the collection of accounts receivable and the sale of inventory, and the proceeds from the sale and planned to utilize these funds to seek to acquire an operating business unrelated to the business sold to Corporate Technologies.

In connection with the sale of our assets to Corporate Technologies, our stockholders also approved an amendment pursuant to which we changed our name from InfoTech USA, Inc. to IFTH Acquisition Corp., on December 31, 2007. Additionally, pursuant to the Sale Agreement, our wholly-owned subsidiaries changed their names from InfoTech USA, Inc. to IFTH NJ Sub, Inc. and from Information Technology Services, Inc. to IFTH NY Sub, Inc.

After the sale of substantially all of our operating assets on December 31, 2007 to Corporate Technologies, we did not engage in any operations and did not engage in any business activity. Other than paying our outstanding liabilities, liquidating our remaining inventory and collecting our outstanding receivables, our primary purpose was to locate and acquire an attractive operating business. On December 5, 2008, we purchased all of the outstanding membership interests in National Credit Report.com, LLC, a Florida limited liability company (“NCRC”), and NCRC became our wholly-owned subsidiary. As a result, we offer consumers a variety of identity security products and services primarily on a subscription basis. These services help consumers protect themselves against identity theft or fraud and understand and monitor their credit profiles and other personal information, which include credit reports, credit monitoring and credit scores.

Since February 4, 2004, NCRC has principally marketed and sold credit reports, credit monitoring, credit scores and other products conventionally allied to these products to the consumer market.

Consumer Products and Services

We offer consumers their credit reports and automated monitoring of their credit files at one, or all three, of the major credit reporting repositories, Experian Group Limited, Equifax Inc. and TransUnion, LLC. In addition, products and services that we currently offer or plan to offer in 2009 include: credit scores and credit score analysis tools, credit education, identity theft recovery services, and identity theft cost reimbursement.

The three credit reporting repositories have agreements with three credit reporting resellers, allowing them to in turn supply companies, like NCRC, that resell their products and services, separately or bundled, with other services to consumers. NCRC has a one-year agreement expiring in October 2009, with one of the resellers, Equidata, Inc.

Going forward, our products and services will be offered to consumers principally on a monthly subscription basis. Subscription fees are generally billed directly to the subscriber’s credit card. The prices to subscribers of various configurations of our monitoring products and services will range generally from $14.95 to $19.95 per month. As a means of allowing customers to become familiar with our services, we sometimes offer free trial periods.

A substantial number of our subscribers cancel their subscriptions each year. Because there is a marketing and search cost to acquire a new subscriber and produce initial fulfillment materials, subscribers typically must be retained for a number of months to cover these costs. Not all subscribers are retained for a sufficient period of time to achieve positive cash flow returns on these costs.

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Our Marketing

We market our products and services primarily through our own direct sales organization over the internet, directly to consumers. We will also market our products and services through indirect channels, including marketing alliance partners, joint ventures and other resellers. We mainly use the internet to market and sell our products, however, we have used in the past, or will contemplate future use of, direct mail, outbound telemarketing, inbound telemarketing, inbound customer service and account activation calls, e-mail, mass media and the internet.

Competition

The markets for the products we provide are highly competitive. A number of divisions or subsidiaries of large, well-capitalized firms with strong brand names operate in the industry. We compete with these firms to provide our services to our consumers, and these companies are also either directly or indirectly the suppliers of the data that is the core of our product and service offerings. We believe that our principal competitors are the three main consumer credit reporting companies and the three credit data resellers that they license, either directly or through affiliated company websites. These companies include Experian Group Limited, Equifax Inc., TransUnion, LLC, Intersections, Inc., First Advantage Credco and Equidata, Inc., all of which offer a range of consumer credit reporting products that are similar to products we offer. In addition, there are a large number of other smaller competitors who offer competing products in specialized areas such as fraud prevention, data vendors, providers of automated data processing services, and software companies offering credit modeling or analytical tools. Our competitive focus will be value-added differentiation of the variety of identity security products and services that we offer.

Government Regulation

We market our consumer products and services through a variety of marketing channels, including direct mail, outbound telemarketing, inbound telemarketing, inbound customer service and account activation calls, email, mass media and the internet. These channels are subject to both federal and state laws and regulations. Federal and state laws and regulations may limit our ability to market to new subscribers or offer additional services to existing subscribers.

Telemarketing of our services is subject to federal and state telemarketing regulation. Federal statutes and regulations adopted by the Federal Trade Commission and Federal Communications Commission impose various restrictions on the conduct of telemarketing. The Federal Trade Commission also has enacted the national Do Not Call Registry, which enables consumers to elect to prohibit telemarketers from calling them. We may not be able to reach potential subscribers because they are placed on the national Do Not Call Registry. Many states have adopted, and others are considering adopting, statutes or regulations that specifically affect telemarketing activities. Although we do not control the telemarketing firms that we engage to market our programs, in some cases we are responsible for compliance with these federal and state laws and regulations. In addition, the Federal Trade Commission and virtually all state attorneys general have authority to prevent marketing activities that constitute unfair or deceptive acts or practices.

Federal laws govern email communications. Some of these laws may affect our use of email to market to or communicate with subscribers or potential subscribers.

Intellectual Property

We rely on a combination of registered domain names, trade secrets (including know-how), and third-party vendor agreements to establish and protect proprietary rights in our products.

4

Recent and Other Events

On August 1, 2008, Digital Angel Corporation (formerly Applied Digital Solutions, Inc.) (“Digital Angel”) sold 2,570,000 shares of our common stock to Blue Moon Energy Partners LLC (“Blue Moon”). The shares represented 49.9% of our outstanding common stock at the time and the entire interest of Digital Angel.

In connection with our name change from InfoTech USA, Inc. to IFTH Acquisition Corp. on December 31, 2007, we began trading under a new ticker symbol, “IFAQ.OB,” on December 4, 2008.

On December 5, 2008, in exchange for one million shares of our common stock, we purchased all of the outstanding membership interests in NCRC, which company became our wholly-owned subsidiary. In connection with the transaction, we issued 3.0 million stock options to the sellers of NCRC in consideration of their continued involvement with the operations of NCRC.

On December 8, 2008, we announced that we will be doing business as Steel Vault, offering identity security products and services, with our first set of product offers under the National Credit Report.com brand. We plan to change our legal name to Steel Vault Corporation during the first quarter of 2009.

Employees

As of December 18, 2008, we employed 8 full time and 6 other employees and consultants working with the Company.

Available Information

Our internet address is www.ifthacquisitioncorp.com. The information contained on our website is not incorporated by reference into this report and should not be considered part of this report. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished, as required by Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, through our website as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. You may access these filings via the hyperlink to the SEC’s website that we provide on our website.

ITEM 1A. Risk Factors

The following risks and the risks described elsewhere in this Annual Report on Form 10-K, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” could materially affect our business, prospects, financial condition, operating results and cash flows. If any these risks materialize, the trading price of our common stock could decline, and you may lose all or part of your investment.

We have a history of losses, and expect to incur additional losses in the future. We are unable to predict the extent of future losses or when we will become profitable.

For the years ended September 30, 1999 through September 30, 2008, we experienced operating losses and as of September 30, 2008 our accumulated deficit was $5.0 million. We expect to continue to incur operating losses for the near future. Our ability in the future to achieve or sustain profitability is based on a number of factors, many of which are beyond our control. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

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We are unable to control many of the factors affecting consumer spending, and declines in consumer spending our products could reduce demand for our products.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, disposable consumer income, fuel prices, recession and fears of recession, war and fears of war, inclement weather, consumer debt, conditions in the housing market, interest rates, sales tax rates and rate increases, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. In particular, an economic downturn leads to decreased discretionary spending, which adversely impacts our business. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, thus reducing our sales and harming our business and operating results.

We must obtain the subscribers we lose in the ordinary course of business and, if we fail to do so, our revenue and subscriber base will decline.

A substantial number of subscribers to our consumer products and services cancel their subscriptions each year. Cancellations may occur due to numerous factors, including:

• changing subscriber preferences;

• competitive price pressures;

• general economic conditions;

• subscriber dissatisfaction;

• cancellation of subscribers due to credit card declines; and

• credit or charge card holder turnover.

If we fail to replace subscribers to our consumer products and services we lose in the ordinary course of business, our revenue may decline, causing a material adverse impact on the results of our operations. There can be no assurance that we can successfully replace the large number of subscribers that cancel each year.

Marketing laws and regulations may materially limit our or our clients’ ability to offer our products and services to consumers.

We market our consumer products and services through a variety of marketing channels, including direct mail, outbound telemarketing, inbound telemarketing, inbound customer service and account activation calls, email, mass media and the internet. These channels are subject to both federal and state laws and regulations. Federal and state laws and regulations may limit our ability to market to new subscribers or offer additional services to existing subscribers, which may have a material impact on our ability to sell our services.

If we lose our ability to purchase data from any of the three major credit reporting repositories, which we are able to do through the three credit data resellers to whom they sell, each of which is a competitor of ours, demand for our services would decrease.

We rely on the three major credit reporting repositories, Equifax, Experian and TransUnion, to provide us with essential data for our consumer identity theft protection and credit management services, through our contract with Equidata, Inc. Our agreement with Equidata, Inc. expires in October 2009. That agreement may be terminated by them on 30 days’ notice in certain circumstances. Each of the three major credit reporting repositories owns its consumer credit data and is a competitor of ours in providing credit information directly to consumers, and may decide that it is in their competitive interests to stop indirectly supplying data to us. Any interruption, deterioration or termination of our relationship with Equidata, Inc., one of its two competitors, or one or more of the three credit reporting repositories would be disruptive to our business and could cause us to lose subscribers.

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Our competitors, including those who have greater resources and experience than we do, may commercialize technologies that make ours obsolete or noncompetitive.

There are many public and private companies, actively engaged in our line of business and that target the same markets that we target. Some of our current competitors have significantly greater financial, marketing and product development resources than we do. Low barriers to entry into our line of business may result in new competitors entering the markets we serve. If our competitors market products that are more effective and less expensive than our products, we may not be able to achieve commercial success.

Our long-term capital needs may require additional sources of capital, and there can be no assurances that we will be successful in negotiating additional sources of long-term capital.

Our long-term capital needs may require additional sources of equity or credit. There can be no assurances that we will be successful in negotiating additional sources of equity or credit for our long-term capital needs. Our inability to have continuous access to such financing at reasonable costs could materially and adversely impact our financial condition, results of operations and cash flows.

Additionally, we are a publicly-traded company and our stock is traded on National Association of Securities Dealers, Inc.’s OTC Bulletin Board, or “OTCBB,” where there is limited visibility in the investment community. Moreover, our share volume averaged less than 5,000 shares per day during our fiscal year ended September 30, 2008. Raising equity capital could therefore be challenging for us. Any limitations on our ability to raise equity capital could significantly impact our ability to fund our operations or undertake future growth through expansion or acquisition.

We depend on key personnel to manage our business effectively, and, if we are unable to hire, retain or motivate qualified personnel, our ability to design, develop, market and sell our systems could be harmed.

Our future success depends, in part, on certain key employees, including William J. Caragol, our chief executive officer, president and acting chief financial officer, as well as the chairman of our board of directors, and key technical and operations personnel, and on our ability to attract and retain highly skilled personnel. The loss of the services of any of our key personnel may seriously harm our business, financial condition and results of operations. In addition, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly operations, finance, accounting, sales and marketing personnel, may also seriously harm our business, financial condition and results of operations. Our ability to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful in the future.

Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in the best interests of our stockholders.

As of December 18, 2008, our current directors and executive officer beneficially owned, in the aggregate, approximately 61.6% of our outstanding voting securities. As a result, if some or all of them acted together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices.

Conflicts of interest may arise between Blue Moon Energy Partners, LLC and us that could be resolved in a manner unfavorable to us.

Questions relating to conflicts of interest may arise between Blue Moon Energy and us, in a number of areas relating to our ongoing relationships. As of December 18, 2008, Blue Moon owned 31.5% of our outstanding common stock. Currently, Scott R. Silverman, our chairman of the board, is a manager of Blue Moon and controls a member of Blue Moon and William J. Caragol, our chief executive officer, president and acting chief financial officer, is a manager and member of Blue Moon.

The equity interests of our directors and executive officers in Blue Moon could create, or appear to create, conflicts of interest when directors are faced with decisions that could have different implications for the two companies. For example, these decisions could relate to, among other matters, the desirability of a potential acquisition or joint venture opportunity or employee retention or recruiting.

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It may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.

Our common stock may be a “penny stock” if, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange or approved for quotation on the Nasdaq Stock Market or any other national stock exchange or it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get its money back.

If applicable, the penny stock rules may make it difficult for investors to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, investors may not always be able to resell their shares of our common stock publicly at times and prices that they feel are appropriate.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

There have been changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, new regulations promulgated by the SEC and rules promulgated by the national securities exchanges and the NASDAQ. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Our board members and executive officers could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies, we could be subject to liability under applicable laws or our reputation may be harmed.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters is located in Delray Beach, Florida where we occupy approximately 7,911 feet of office space pursuant to a Sublease, dated October 8, 2008, entered into with Digital Angel Corporation, our former majority stockholder, under a sublease through June 2010. The rent for the entire twenty-one month term of the Sublease is $157,500, which was paid in one lump sum upon execution of the Sublease. VeriChip Corporation (“VeriChip”), one of our related parties, to which we sublease one-half of this space, reimbursed us for one-half of the Sublease payment, representing their share of the total cost of the Sublease. We also lease approximately 1,000 square feet of office space in Boca Raton, Florida, which we use for customer service and support.

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ITEM 3. LEGAL PROCEEDINGS

There are currently no material pending legal proceedings, other than routine litigation incidental to the business, to which we are a party or of which any of our property is the subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the over-the-counter bulletin board under the symbol “IFTH”. The following table shows, for the periods indicated, the high and low bid quotations per share of the common stock based on published financial sources. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	High		Low
2007
First Quarter	$	0.40	$	0.20
Second Quarter		0.28		0.20
Third Quarter		0.25		0.20
Fourth Quarter		0.28		0.18
2008
First Quarter	$	0.23	$	0.17
Second Quarter		0.30		0.19
Third Quarter		0.30		0.19
Fourth Quarter		0.35		0.18

Dividends

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The decision whether to apply legally available funds to the payment of dividends on our common stock may be made by our board of directors from time to time in the exercise of its business judgment.

Holders

As of December 18, 2008, there were 61 holders of record of our common stock. We believe that there are a greater number of beneficial owners of shares of our common stock.

Information regarding equity compensation plans is set forth under Part III, Item 12 of this Form 10-K and is incorporated herein by reference.

Issuer Purchases of Equity Securities

We did not make any common stock repurchases during the fiscal year ended September 30, 2008.

ITEM 6. SELECTED FINANCIAL DATA

As a “Smaller Reporting Company,” we are not required to provide the information required by this item.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a Delaware corporation incorporated in September 1987. Prior to December 31, 2007, we were a full service provider of Information Technology (IT) solutions. We delivered complete lifecycle IT solutions for our customers. Effective December 31, 2007, as approved by our stockholders at a special meeting held December 27, 2007, we closed the transactions contemplated by the Sale Agreement, between us and Corporate Technologies, pursuant to which we sold all of our operating assets (the business known as InfoTech USA, Inc. or Infotech). As a result of the sale, the Company’s operating results and assets related to its IT solutions business are now classified as discontinued operations for all periods presented in this Annual Report.

Under the terms of the Sale Agreement, we ceased our operations and, pursuant to an interim services agreement and an administrative services agreement entered into in connection with the Sale Agreement, Corporate Technologies agreed to assist us in the collection of the outstanding accounts receivable and in the sale of the remaining inventory. We retained their cash at the time of the closing of the Sale Agreement, the cash received from the collection of accounts receivable and the sale of inventory, and the proceeds from the sale and plans to utilize these funds to seek to acquire an operating business unrelated to the business sold to Corporate Technologies.

In connection with the sale of our assets to Corporate Technologies, our stockholders also approved an amendment pursuant to which we changed our name from InfoTech USA, Inc. to IFTH Acquisition Corp., on December 31, 2007. Additionally, pursuant to the Sale Agreement, our wholly-owned subsidiaries changed their names from InfoTech USA, Inc. to IFTH NJ Sub, Inc. and from Information Technology Services, Inc. to IFTH NY Sub, Inc.

After the sale of substantially all of our operating assets on December 31, 2007 to Corporate Technologies, we did not engage in any operations and did not engage in any business activity. Other than paying our outstanding liabilities, liquidating our remaining inventory and collecting our outstanding receivables, our primary purpose was to locate and acquire an attractive operating business. On December 5, 2008, we purchased all of the outstanding membership interests in NCRC, and NCRC became our wholly-owned subsidiary. As a result, we offer consumers a variety of identity security products and services primarily on a subscription basis. These services help consumers protect themselves against identity theft or fraud and understand and monitor their credit profiles and other personal information, which include credit reports, credit monitoring and credit scores.

Since February 4, 2004, NCRC has principally marketed and sold credit reports, credit monitoring, credit scores and other products conventionally allied to these products to the consumer market.

Results of Operations

Fiscal Year Ended September 30, 2008 Compared to Fiscal Year Ended September 30, 2007
(in $’000s)

Selling, general and administrative expenses decreased $14, or 2.0%, to $678 in fiscal year 2008, compared to $692 in fiscal year 2007, as a result of our downsizing of the administrative staff after the sale of the InfoTech assets on December 31, 2007.

Our operating loss for fiscal year 2008 was $1,095 compared to an operating loss of $595 in fiscal year 2007. In 2008 we had a loss on sale of securities of $430 resulting from the sale of a portion of the shares of Digital Angel stock that were issued to us in payment of the $1,000 loan during fiscal year 2007. This compares to a loss of $23 in 2007. We also had interest income of $13 in fiscal year 2008 compared to $120 in fiscal year 2007.

We had a loss from discontinued operations of $274 in fiscal year 2008 compared to a loss from discontinued operations of $23 for fiscal year 2007. Discontinued operations primarily consisted of all revenue, cost of sales, salaries, commissions, payroll taxes, benefits expense and rent associated with the InfoTech operations that were sold to Corporate Technologies on December 31, 2007. The loss in fiscal year 2008 was primarily due to severance costs related to the transaction with Corporate Technologies.

The gain on sale of discontinued operations of $691 was a result of the sale of our InfoTech operating assets to Corporate Technologies.

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Fiscal Year Ended September 30, 2007 Compared to Fiscal Year Ended September 30, 2006
(in $’000s)

Selling, general and administrative expenses decreased $239, or 25.7%, to $692 in fiscal year 2007, compared to $931 in fiscal year 2006. This decrease was primarily attributable to higher management fees to our parent company and stock based compensation in fiscal year 2006 as compared to fiscal year 2007.

Our operating loss for fiscal year 2007 was $595 compared to an operating loss of $769 in fiscal year 2006. This decrease was primarily a result of the improvements in selling, general and administrative expenses described above.

We had a loss from discontinued operations of $23 in fiscal year 2007 compared to a loss from discontinued operations of $1,373 for fiscal year 2006. Discontinued operations primarily consisted of all revenue, cost of sales, salaries, commissions, payroll taxes, benefits expense and rent associated with the operations that were sold to Corporate Technologies effective December 31, 2007. The loss in fiscal year 2006 was significantly impacted by an asset impairment charge incurred for goodwill of $924.

Liquidity and Capital Resources
(in $’000s)

Cash used in operating activities in fiscal year 2008 was $211 compared to $276 in fiscal year 2007 and cash used in operating activities of $654 in fiscal year 2006. The cash used in operating activities in each period was primarily due to our operating losses and decreases in our accounts payable in fiscal year 2008 and fiscal year 2007, net of decreases in our accounts receivable. The decrease in accounts receivable was due to lower sales and improved collections.

Cash provided by investing activities in fiscal year 2008 was $1,067 compared to cash provided by investing activities in fiscal year 2007 of $328 and cash used in investing activities in fiscal year 2006 of $36. The two sources of investing cash flows in fiscal year 2008 were the proceeds from the sale of our Infotech operating assets on December 31, 2007 and from the sale of the shares of Digital Angel that we received in fiscal year 2007 as settlement of Digital Angel’s debt to us. The cash provided by investing activities in fiscal year 2007 was a result of the proceeds from the sale of a portion of the shares received from Digital Angel and the cash used in investing activities in fiscal year 2006 was a result of capital expenditures.

Net cash used in financing activities in fiscal year 2008 and 2007 was $5 and $19, respectively. These cash outflows were the result of net payments on our lines of credit with Wells Fargo and Digital Angel. Net cash provided by financing activities in fiscal year 2006 was $36 and was primarily due to proceeds from the issuance of common stock and an increase in borrowings on the Digital Angel line of credit.

On December 5, 2008, the Company acquired NCRC. The Company intends to finance NCRC’s business operations with the cash on hand and cash generated by NCRC sales through September 30, 2009. Management believes that its current capital resources are adequate to fund the business operations of NCRC through September 30, 2009. Any debt or equity financings that may be raised by the Company during the fiscal year ended September 30, 2009 would be intended to fund additional marketing efforts, acquisitions, or provide working capital.

Impact of Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS 157 defines fair value and establishes a framework for measuring fair value in accordance with generally accepted accounting principles (GAAP). The statement also expands the disclosures related to the fair value measurements used to value assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in generally accepted accounting principles for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. SFAS 157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), (2) assumptions that are other than quoted prices which are either directly or indirectly observable for the asset or liability through correlation with market data and (3) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

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The three levels of the fair value hierarchy under SFAS 157 are described below:

• Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3—Inputs that are both significant to the fair value measurement and unobservable.

At September 30, 2008, the Company had Level 1 investments of approximately $35,000 for which quoted prices in active markets were used to value the underlying securities.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FAS 115, or FAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. SFAS 159 did not have a material impact to our consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). In SFAS 141(R), the FASB retained the fundamental requirements of Statement No. 141 to account for all business combinations using the acquisition method (formerly the purchase method) and for an acquiring entity to be identified in all business combinations. However, SFAS 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) is effective for annual periods beginning on or after December 15, 2008. We are currently evaluating whether the adoption of SFAS 141(R) will have a material impact on our financial statements.

In February 2008, the FASB issued Staff Position No. FAS 157-1 (“FSP FAS 157-1”), Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13 and Staff Position No. FAS 157-2 (“FSP FAS 157-2”), Effective Date of FASB Statement No. 157. FSP FAS 157-1 excludes Statement of Financial Accounting Standards No. 13 (“SFAS 13”), Accounting for Leases, as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS 13 from the scope of SFAS 157. FSP FAS 157-2 delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. Both FSP FAS 157-1 and FSP FAS 157-2 are effective upon an entity’s initial adoption of SFAS 157, which is our first quarter of fiscal year 2009. We do not expect the adoption of FSP SFAS 157-1 to have a material impact to our consolidated results of operations and financial position.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). FAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Entities are required to provide enhanced disclosures about; (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statement issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Comparative disclosures for earlier periods at initial adoption is encouraged but not required. We do not expect the adoption of FAS 161 to have a material impact to our consolidated results of operations and financial position.

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Inflation

In the opinion of management, inflation has not had a material effect on our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

The SEC has previously issued disclosure guidance for “critical accounting policies.” The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our significant accounting policies are described in Note 1 to our consolidated financial statements, contained elsewhere in this report. We believe that the following accounting policy or estimate require the application of management’s most difficult, subjective or complex judgments:

Valuation of Deferred Tax Assets

We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood that we will generate sufficient taxable income in future years in which temporary differences reverse. Presently we believe it is not likely that we will be able to realize a substantial portion of the benefit of our deferred tax assets. This is primarily based on the combination of our historical losses, and our loss incurred in fiscal year ended September 30, 2008 and potential limitations that occurred on a change of control of the Company. As a result we recorded an increase in our valuation allowance of $251 and $193 at September 30, 2008 and 2007, respectively, and as a result did not record any deferred tax asset as of September 30, 2008 or 2007.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “Smaller Reporting Company,” we are not required to provide the information required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and supplementary data included in this Annual Report are listed in Item 15 and begin immediately after Item 15.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures with respect to the information generated for use in our reporting system. Based upon, and as of the date of that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2008, that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and our board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of September 30, 2008, based upon the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of September 30, 2008.

This Annual Report does not include an attestation report of the our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

It should be noted that our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

None of the executive officers of NCRC became executive officers of the Company after we purchased all of the outstanding membership interests in NCRC on December 5, 2008. Our directors and executive officers, and their ages and positions, as of December 18, 2008, are set forth below:

Name	Age	Position
William J. Caragol	41	Chief Executive Officer, President, Acting Chief Financial Officer and Director
Scott R. Silverman	44	Chairman of the Board of Directors
Michael E. Krawitz	39	Director

The following is a summary of the background and business experience of our executive officer:

William J. Caragol has served as our chief executive officer, president and a member of our board of directors since December 3, 2008 and as acting chief financial officer since October 24, 2008. Mr. Caragol served as acting chief executive officer from October 24, 2008 until December 3, 2008 when he was appointed chief executive officer. Mr. Caragol has served as president of VeriChip since May 2007, chief financial officer since August 2006, treasurer since December 2006, and secretary since March 2007. From July 2005 to August 2006, he served as the chief financial officer of Government Telecommunications, Inc. From December 2003 to June 2005, Mr. Caragol was the vice president of business development and chief financial officer of Millivision Technologies, a technology company focused on security applications. From August 2001 to December 2003, Mr. Caragol was a consulting partner with East Wind Partners LLP, a technology and telecommunications consulting company, in Washington, D.C. He is a member of the American Institute of Certified Public Accountants and graduated from the Washington & Lee University with a bachelor of science in Administration and Accounting.

The following is a summary of the background and business experience of the members of our board of directors:

Scott R. Silverman was appointed our chairman of our board of directors in January of 2006. Mr. Silverman is a manager of Blue Moon, and also controls a member of Blue Moon. Mr. Silverman served as the acting president of VeriChip from March 2007 through May 4, 2007, as its chief executive officer from December 5, 2006 through July 18, 2008, as chairman of its board of directors from March 2003 through July 18, 2008 and as a member of its board of directors from February 2002 through July 18, 2008. On November 12, 2008, he was again appointed to VeriChip’s board of directors, to serve as chairman. He also served as VeriChip’s chief executive officer from April 2003 to June 2004. He served as the chairman of the board of directors of Digital Angel, from March 2003 through July 3, 2007, and served as chief executive officer of Digital Angel from March 2003 to December 5, 2006, and as acting president of Digital Angel from April 2005 to December 5, 2006. From March 2002 to March 2003, he served as Digital Angel’s president and as a member of its board of directors. From August 2001 to March 2002, he served as a special advisor to Digital Angel’s board of directors. From September 1999 to March 2002, Mr. Silverman operated his own private investment banking firm. From October 1996 to September 1999, he served in various capacities with Digital Angel, including positions related to business development, corporate development and legal affairs. Mr. Silverman is an attorney licensed to practice in New Jersey and Pennsylvania. Mr. Silverman graduated from the University of Pennsylvania with a bachelor of arts degree and received his law degree from Villanova University School of Law.

Michael E. Krawitz, has served as a member of our board of directors since July 23, 2008. Mr. Krawitz has also served as a member of the board of directors of VeriChip since November 13, 2008. Mr. Krawitz served as the chief executive officer and president of Digital Angel from December 2006 to December 2007. Prior to that, during his time at Digital Angel, he served as assistant vice president and general counsel beginning in April 1999, and was appointed vice president and assistant secretary in December 1999, senior vice president in December 2000, secretary in March 2003, executive vice president in April 2003 and chief privacy officer in November 2004. From 1994 to April 1999, Mr. Krawitz was an attorney with Fried, Frank, Harris, Shriver & Jacobson in New York. Mr. Krawitz earned a bachelor of arts degree from Cornell University in 1991 and a juris doctorate from Harvard Law School in 1994.

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Audit Committee

Currently, the only member of our audit committee is Mr. Krawitz. Our audit committee’s primary responsibilities are to assist the board of directors in undertaking and fulfilling its oversight responsibilities with regard to: (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of our registered public accounting firm, and (iv) the performance of our independent registered public accounting firm. Our audit committee operates under a written charter, adopted by the entire board of directors. The board of directors has determined that, in its judgment, Mr. Krawitz is not independent, under the standards of the Nasdaq Global Market and Rule 10A-3 of the Securities Exchange Act of 1934. Our board of directors has also determined that, in its judgment, Mr. Krawitz does not qualify as an “audit committee financial expert,” as defined by the SEC. We are currently traded on the OTCBB. Accordingly, we are not required to and do not have an “audit committee financial expert,” as defined by the SEC, and our audit committee is not composed of all independent directors.

Stockholder Nominee for Director

For a stockholder to nominate a candidate for director, under our certificate of incorporation and bylaws, timely notice of the nomination must be received by us in advance of the meeting. To be timely, we must receive such notice not less than sixty days and no more than ninety days prior to the first anniversary of the preceeding year’s annual meeting of stockholders. However, if less than one hundred days’ notice or prior public disclosure of the date of the meeting of stockholders is given or made to stockholders, to be timely, notice of a nomination delivered by such stockholder must be received by our secretary not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure was made to the stockholders.

The stockholder filing the notice of nomination must describe various matters regarding the nominee, including such information as (a) the name and address of the stockholder who intends to make the nomination and of the person or person to be nominated, (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) relating to the nomination or nominations, (d) the class and number of shares of the Company that are beneficially owned by any such stockholder and the person to be nominated as of the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such nominees as of the date of such stockholder’s notice, and (e) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, and (f) the consent of each nominee to serve as a director of the Company if so elected.

Notice must be given to our corporate secretary, whose address is 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445. We will send a copy of our bylaws to any stockholder, without charge, upon written request.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our officers and directors and persons who own more than 10% of our common stock file reports of ownership and changes in ownership with the SEC and furnish us with copies of all such reports. We believe, based on our stock transfer records and written representations from certain reporting persons, that all reports required under Section 16(a) were timely filed during our fiscal year ended September 30, 2008, with the exception of one Form 4 and one Form 3 filed by Mr. Silverman and Mr. Caragol, respectively, with the SEC on October 28, 2008 for one transaction reporting the acquisition of beneficial ownership of our shares of common stock purchased by Blue Moon.

Code of Ethics

In 2004, we adopted a code of ethics applicable solely to our principal executive officer, our principal financial officer and our principal accounting officer or persons performing similar functions. This code of ethics is incorporated herein by reference to our Form 10-K for the year ended September 30, 2006, filed with the SEC on December 22, 2006. Copies of our code of ethics is also available upon written request and without charge by contacting Allison Tomek, Vice President of Investor Relations and Corporate Communications, 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The primary goals of the Compensation Committee of our board of directors with respect to executive compensation are to attract and retain the most talented and dedicated executives possible, to tie annual and long-term cash and stock incentives to achievement of specified performance objectives, and to align executives’ incentives with stockholder value creation. To achieve these goals, the Compensation Committee intends to implement and maintain compensation plans that tie a substantial portion of executives’ overall compensation to key strategic goals, as measured by metrics such as revenue and net market change. In the past, the Compensation Committee has evaluated individual executive performance with a goal of setting compensation at levels the committee believes are comparable with executives in other companies of similar size and stage of development operating in the information technology industry while taking into account our relative performance and our own strategic goals.

We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation. It is our practice to conduct an annual benchmark review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers. In the past, we have benchmarked our executive compensation against the median updated compensation paid by other companies in the information technology industry generating less than $100 million in annual revenue. In the future, we plan to benchmark our executive compensation against the compensation paid by other companies in the financial service and products industry of a similar size.

Executive Officers

Our named executive officers for the fiscal year ended September 30, 2008, or fiscal 2008, were Mr. McKeage, who is our former chief executive officer and president, Mr. Feder, who is our former acting interim chief financial officer, and Mr. Patterson, who is our former vice president, chief financial officer and treasurer. On October 24, 2008, our board of directors appointed Mr. Caragol as acting chief executive officer and acting chief financial officer. In connection with this appointment, Mr. Caragol received 1,000,000 shares of our common stock, 500,000 of which were restricted, for services to be rendered to us, and in lieu of salary compensation, through all of 2009. The shares issued will be compensation expenses in the period earned. In addition, on December 3, 2008, Mr. Caragol, was appointed as chief executive officer, president, acting chief financial officer and director.

Elements of Compensation

Our compensation program for executive officers has historically consisted of a fixed base salary, performance-related incentive awards and long-term incentive compensation in the form of stock-based compensation awards. However, in lieu of salary through 2009, on October 24, 2008 when Mr. Caragol was appointed acting chief executive officer and acting chief financial officer, he received one million shares of our common stock, half of which was restricted until he became an officer on December 3, 2008. The shares issued will be compensation expenses in the period earned. All three components of the executive officers’ compensation plan are reviewed annually and incentives, based on the performance of the business, may be established at the beginning of each fiscal year. In addition, our executives are able to participate in various benefit plans generally available to our other full-time employees.

Executive compensation consists of following elements:

Base Salary. Base salaries for our executives are established based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies for similar positions. Generally, we believe that executive base salaries should be targeted near the median of the range of salaries for executives in similar positions with similar responsibilities at comparable companies, in line with our compensation philosophy. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. For fiscal 2008, this review occurred in the first quarter.

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Annual Incentive Compensation. The Compensation Committee has the authority to award discretionary annual bonuses and to set annual incentive plans for our executive officers. The annual incentive bonuses are intended to compensate officers for achieving financial and operational goals and for achieving individual annual performance objectives. These objectives vary depending on the individual executive, but relate generally to financial factors such as raising capital, improving our results of operations and increasing the price per share of our capital stock.

Any discretionary annual bonuses are paid in cash or equity awards in an amount reviewed and approved by the Compensation Committee and ordinarily is paid in a single installment in the first quarter following the completion of a given fiscal or calendar year. For the 2008 fiscal and calendar years, we do not plan to pay any incentive compensation, as we did not have any material operating activity during that time.

Equity Compensation. We believe that long-term performance is achieved through an ownership culture that encourages such performance by our executive officers through the use of stock and stock-based awards. The Compensation Committee believes that the use of stock and stock-based awards offers the best approach to achieving our compensation goals. We have not adopted stock ownership guidelines, and our stock compensation plans have provided the principal method for our executive officers to acquire equity or equity-linked interests in our company. We believe that the annual aggregate value of these awards should be set near competitive median levels for comparable companies.

Our executive officers are eligible to participate in our 2001 Flexible Stock Plan. The purpose of the 2001 Flexible Stock Plan is to attract, retain, motivate and reward employees and other individuals and to encourage ownership by employees and other individuals of our common stock. The board of directors may terminate the 2001 Flexible Stock Plan at any time. There were 1,595,000 stock option awards granted under this plan during fiscal 2008, and, as of September 30, 2008, 4,745,000 awards had been granted and remained outstanding under the 2001 Flexible Stock Plan. The 2001 Flexible Stock Plan initially had 2,500,000 shares of common stock reserved for issuance. This number is subject to an annual increase of 25% of the number of outstanding shares of common stock as of January 1 of each year, but may not exceed 10,000,000 in the aggregate. As of September 30, 2008, there were 5,205,000 shares of common stock available for future issuance under the 2001 Flexible Stock Plan. These shares may be issued in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares, cash awards, or other stock based awards. On October 24, 2008, we granted one million shares of common stock to each of Messrs. Caragol and Silverman, half of which were restricted, under the 2001 Flexible Stock Plan.

Our 1998 Stock Option Plan authorized us to grant options to purchase shares of common stock and stock appreciation rights to our employees, directors and consultants. Our Compensation Committee was the administrator of the 1998 Stock Option Plan. The 1998 Stock Option Plan terminated in February 2008, and no stock awards or options were granted, or are outstanding, under the 1998 Stock Option Plan.

Stock option grants are made at the commencement of employment and, occasionally, following a significant change in job responsibilities or to meet other special retention or performance objectives. The Compensation Committee reviews and approves stock option awards to executive officers based upon a review of competitive compensation data, its assessment of individual performance, a review of each executive’s existing long-term incentives, and retention considerations. Periodic stock option grants are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, the Compensation Committee considers the recommendations of members of management, such as Mr. Caragol. In fiscal 2008, the only named executive officer that received options were Mr. Feder and Mr. Patterson, who were granted 100,000 and 50,000 stock options, respectively. Stock options granted by us have an exercise price equal to the fair market value of our common stock on the day of grant, typically vest 100% one to three years from the date of grant, and generally expire ten years after the date of grant. Incentive stock options also include certain other terms necessary to assure compliance with the Internal Revenue Code of 1986, as amended.

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Our Compensation Committee has and may in the future elect to make grants of stock to our executive officers. In January 2006, we granted 100,000 shares of restricted stock to Mr. McKeage, half of which vested January 17, 2007 and the other half of which vested January 17, 2008, and in January of 2008, we granted 50,000 shares of stock to Mr. McKeage. In October 2008, in lieu of salary through 2009, we granted one million shares of stock to Mr. Caragol, half of which was restricted and vested on December 3, 2008 when he was appointed chief executive officer, president and director. We have also granted stock to Mr. Silverman, the chairman of our board. In January 2006, we granted 100,000 shares of restricted stock to Mr. Silverman, half of which vested January 17, 2007 and the other half of which vested January 17, 2008. In October 2008, in lieu of compensation through 2009, we granted one million shares of stock to Mr. Silverman, half of which was restricted and vested upon the completion of the acquisition of NCRC in December 2008. Our decision to pay stock in lieu of salary compensation reflects our desire to align the interest of our executive officer and chairman of the board with the interests of our stockholders.

Other Compensation. Our executive officers are not parties to written employment agreements and are not expected to be parties to such employment agreements until such time as the Compensation Committee determines in its discretion that revisions to our practice of not extending employment agreements to our executive officers is advisable. We intend to continue to maintain our current benefits for our executive officers; however, the Compensation Committee in its discretion may revise, amend or add to the officer’s executive benefits if it deems it advisable. We believe these benefits are currently lower than median competitive levels for comparable companies. In the past, executive officers have received certain perquisites, such as car allowance. However, our Compensation Committee has not yet set the level of perquisites for Mr. Caragol, our only current executive officer.

Summary Compensation Table

The following table sets forth information regarding compensation earned in or with respect to our fiscal years ended September 30, 2008, 2007 and 2006, which we refer to as fiscal 2008, 2007 and 2006, respectively, by:

• each person who served as our chief executive officer in fiscal 2008; and

• each person who served as our chief financial officer in fiscal 2008.

We refer to these officers collectively as our named executive officers. We had no other executive officers in fiscal 2008.

2008 Summary Compensation Table

								Stock			Option			All Other
Name and			Salary			Bonus		Awards			Awards			Compensation			Total
Principal Position	Year		($)			($)		($)(1)			($)(1)			($)			($)
Jonathan F. McKeage Former President and Chief Executive Officer		2008	$	54,976			—	$	6,250	(3)		—		$	4,500	(2)	$	65,726
		2007	$	157,500			—	$	25,000	(3)		—		$	9,000	(2)	$	166,500
		2006	$	103,846			—	$	18,750	(3)		—		$	6,320	(2)	$	160,166
Michael J. Feder Former Acting Chief Financial Officer		2008		—			—		—		$	2,738	(4)		—		$	2,738
		2007		—			—		—			—			—			—
		2006		—			—		—			—			—			—
J. Robert Patterson Former Vice President, Chief Financial Officer and Treasurer		2008	$	152,404	(5)		—		—		$	7,458	(6)	$	4,500	(2)	$	164,362
		2007	$	150,000			—		—			—		$	9,000		$	159,000
		2006	$	132,500			—		—			—		$	9,000		$	141,500

(1) Reflects the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R.

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(2)	Consists of an automobile allowance paid to the executive officers in equal monthly amounts.
(3)	Includes 100,000 shares of restricted stock, which fully vested on January 17, 2008.
(4)	Includes 100,000 stock options which may vest on July 25, 2009.
(5)	Includes $54,808 consisting of three months salary and accrued vacation pay in connection with Mr. Patterson’s resignation as an executive officer of the Company effective March 21, 2008.
(6)	Includes 50,000 stock options that vested immediately upon the July 25, 2008 grant date.

2008 Grants of Plan-Based Awards

Set forth in the table below is information regarding stock awards and option awards granted by the compensation committee of our board of directors to our named executive officers in fiscal 2008, reflected on an individual grant basis. These represent all of the grants of awards by us to our named executive officers under any plan during or with respect to fiscal 2008.

2008 Grants of Plan-Based Awards

					All Other
					Option				Grant
					Awards:		Exercise		Date Fair
			Date of Board		Number of		or Base		Value of
			or		Securities		Price of		Stock and
			Compensation		Underlying		Option		Option
	Grant		Committee		Options		Awards		Awards
Name	Date		Action		(#)		($/Sh)		($)
Jonathan F. McKeage		—		—		—		—		—
Michael J. Feder		07/25/2008		07/25/2008		100,000	$	0.21	$	14,917	(1)
J. Robert Patterson		07/25/2008		07/25/2008		50,000	$	0.21	$	7,458	(1)

(1) The grant date fair value of the equity award was determined under the Black Scholes pricing model in accordance with FAS 123R.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

None of the named executive officers currently remain with the Company. See the disclosure found above in “Compensation Discussion and Analysis” for information regarding compensation policies and practices with regards to named executive officers.

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Outstanding Equity Awards as of September 30, 2008

The following table provides information as of September 30, 2008 regarding unexercised stock options and restricted stock awards outstanding to each of our named executive officers.

Outstanding Equity Awards as of September 30, 2008

	Option Awards
						Equity
						Incentive
						Plan
						Awards:
	Number of					Number of
	Securities		Number of			Securities
	Underlying		Securities			Underlying
	Unexercised		Underlying			Unexercised		Option
	Options		Unexercised			Unearned		Exercise		Option
	(#)		Options(#)			Options		Price		Expiration
Name	Exercisable		Unexercisable			(#)		($)		Date
Jonathan F. McKeage		—		—			—		—		—
Michael J. Feder		—		100,000	(1)		—	$	0.21		07/25/2018
J. Robert Patterson		100,000		—			—	$	0.28		06/28/2010
		100,000		—			—	$	0.34		03/23/2012
		50,000		—			—	$	0.41		09/26/2013
		50,000		—			—	$	0.21		07/25/2018

(1) The option may fully vests on July 25, 2009.

2008 Option Exercises and Stock Vested

The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock during fiscal 2008.

	Option Awards				Stock Awards
	Number of Shares				Number of Shares
	Acquired on		Value Realized on		Acquired on		Value Realized on
	Exercise		Exercise		Vesting		Vesting
Name(1)	(#)		($)		(#)		($)
Jonathan F. McKeage		—		—		50,000	$	13,000	(2)

(1)	None of our other named executive officers exercised stock options or had restricted stock vest during fiscal 2008.
(2)	Represents the aggregate dollar amount realized upon vesting by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date of January 17, 2008, or $0.26.

Pension Benefits

None of our named executive officers are covered by a pension plan or other similar benefit plan that provides for payments or other benefits at, following, or in connection with retirement.

Nonqualified Deferred Compensation

None of our named executive officers are covered by a defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

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Potential Payments Upon Termination or Change in Control

The amount of compensation paid to each named executive officer, if any, upon his separation from the Company is presented below.

Payments Made Upon Termination

Regardless of the manner in which a named executive officer’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include:

• Any non-equity incentive compensation;

• All vested shares awarded under our 2001 Flexible Stock Plan and 1998 Stock Option Plan;

• Any vested company contributions contributed under our former 401(k) plan; and

• Any unused vacation pay.

Payments Made Upon Retirement

In the event of the retirement of a named executive officer, in addition to the items identified above, he is entitled to other amounts such as:

• The executive officer will continue to vest in all outstanding options or other stock-based compensation award and retain such options for the remainder of the outstanding term.

• While not defined, the board of directors or a committee thereof may grant the retiring named executive officer with other compensation that may vary depending upon position held, length of service and other factors.

Payments Made Upon Death or Disability

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the headings “Payments Made Upon Termination” and “Payments Made Upon Retirement” above, the named executive officer will receive benefits under the Company’s disability plan or payments under the Company’s life insurance plan, as appropriate.

Payments Made Upon a Change in Control

In the event of a change in control of the Company, the board of directors or a committee thereof may provide for accelerated vesting or termination of any outstanding stock options issued under the 1998 Stock Option Plan in exchange for a cash payment, or the issuance of substitute awards to substantially preserve the terms of any option awards previously granted under the 1998 Stock Option Plan. Additionally, the named executive officer would be entitled to the standard severance amount, as outlined in the Company’s employee handbook, of one week’s salary per full year of service. The board of directors or a committee thereof may grant the named executive officer with additional compensation that may vary depending upon position held, length of service and other factors.

Jonathan F. McKeage

In connection with his resignation from the Company on July 2, 2008, Mr. McKeage received nil.

Michael J. Feder

In connection with his resignation from the Company on October 24, 2008, Mr. Feder received nil.

J. Robert Patterson

In connection with his resignation from the Company on March 21, 2008, Mr. Patterson received $54,808, which consists of three months salary and accrued vacation pay.

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Director Compensation

The following table provides compensation information for persons serving as members of our board of directors during fiscal 2008.

2008 Director Compensation

											Change in
											Pension Value
	Fees										and
	Earned								Non-Equity		Nonqualified
	or Paid		Stock			Option			Incentive Plan		Deferred		All Other
	in Cash		Awards			Awards			Compensation		Compensation		Compensation		Total
Name	($)		($)(1)			($)(1)			($)		Earnings		($)		($)
Jeffrey S. Cobb(2)	$	550		—		$	10,196	(3)		—		—		—	$	10,746
Charles L. Doherty(2)	$	550		—		$	7,458	(4)		—		—		—	$	8,008
Michael E. Krawitz(5)		—		—		$	5,746	(6)		—		—		—	$	5,746
Kay E. Langsford(7)		—		—		$	2,738	(8)		—		—		—	$	2,738
Scott R. Silverman(9)		—	$	6,250	(10)	$	13,691	(11)		—		—		—	$	13,691

(1)	The dollar amount of this award reflected in the table represents the amount recognized in fiscal 2008 for financial statement reporting purposes in accordance with FAS 123R.
(2)	Messrs. Cobb and Doherty resigned from our board of directors effective July 22, 2008. As of September 30, 2008, Messrs. Cobb and Doherty held option awards to purchase 387,500 and 487,500 shares of our common stock, respectively.
(3)	On July 25, 2008, Mr. Cobb received 150,000 stock options, 50,000 of which vested immediately upon the July 25, 2008 grant date, and have a grant date fair value computed in accordance with FAS123R of $7,458, and 100,000 of which will vest on July 25, 2009 and have a grant date fair value computed in accordance with FAS 123R of $14,916.
(4)	On July 25, 2008, Mr. Doherty received 50,000 stock options that vested immediately upon the July 25, 2008 grant date and have a grant date fair value computed in accordance with FAS123R of $7,458.
(5)	Mr. Krawitz was appointed to our board of directors effective July 23, 2008. As of September 30, 2008, Mr. Krawitz held option awards to purchase 650,000 shares of our common stock.
(6)	On July 25, 2008, Mr. Krawitz received 200,000 stock options that will vest on July 25, 2009 and have a grant date fair value computed in accordance with FAS123R of $29,833.
(7)	Ms. Langsford was appointed to our board of directors effective July 23, 2008 and resigned effective December 3, 2008. As of September 30, 2008, Ms. Langsford held option awards to purchase 100,000 shares of our common stock.
(8)	On July 25, 2008, Ms. Langsford received 100,000 stock options that will vest on July 25, 2009 and have a grant date fair value computed in accordance with FAS123R of $14,916.
(9)	Mr. Silverman was appointed chairman of our board of directors in January 2006. As of September 30, 2008, Mr. Silverman held 100,000 shares of our common stock and option awards to purchase 950,000 shares of our common stock.
(10)	On January 17, 2006, Mr. Silverman received 100,000 shares of restricted stock, which fully vested on January 17, 2008 and has a grant date fair value computed in accordance with FAS123R of $50,000.
(11)	On July 25, 2008, Mr. Silverman received 500,000 stock options that will vest on July 25, 2009 and have a grant date fair value computed in accordance with FAS123R of $74,584.

Board members may receive cash or equity compensation, usually in the form of stock or stock options, in consideration for their services.

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Compensation Committee Interlocks and Insider Participation

Our compensation committee currently consists of Messrs. Silverman and Krawitz. During fiscal 2008, Jeffrey S. Cobb, Charles L. Doherty and Kay E. Langsford, former members of our board of directors, and Messrs. Silverman and Krawitz served on our compensation committee. No member of the compensation committee simultaneously served both as a member of the compensation committee and as an officer or employee of ours during fiscal 2008. None of our executive officers serves as a member of the board of directors or the compensation committee, or committee performing an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to us regarding beneficial ownership of shares of our common stock as of December 18, 2008 by:

• each of our directors;

• each of our named executive officers;

• all of our executive officers and directors as a group; and

• each person, each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting and investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 18, 2008 are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 8,146,398 shares of our common stock outstanding as of December 18, 2008. Unless otherwise noted below, the address of the persons and entities listed in the table is c/o IFTH Acquisition Corp., 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445.

	Number of
	Shares		Percent of
	Beneficially		Outstanding
	Owned(1)		Shares
Name and Address of Beneficial Owner	(#)		(%)
Five percent stockholders:
R & R Consulting Partners, LLC and Scott R. Silverman(2)		4,120,000		47.9	%
William J. Caragol(3)		3,570,000		43.8	%
Blue Moon Energy Partners, LLC		2,570,000		31.5	%
Jerome C. Artigliere(4) 48 Stumpfield Road Kensington, New Hampshire 03833		500,000		5.8	%
Kevin H. McLaughlin(5)		425,000		5.0	%
Named Executive Officers and Directors:
William J. Caragol(3)		3,570,000		43.8	%
Michael J. Feder(6)		—		*
Michael E. Krawitz(7)		450,000		5.2	%
Jonathan F. McKeage(8)		120,000		1.5	%
J. Robert Patterson(9)		300,000		3.6	%
Scott R. Silverman(2)		4,120,000		47.9	%
Executive Officer and Directors as a group (3 persons)(10)		5,570,000		61.6	%

*

Less than 1%

(1)

In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person pursuant to options exercisable within 60 days after December 18, 2008, are deemed outstanding for purposes of determining the total number of outstanding shares for such person, but are not deemed outstanding for such purposes with respect to all other stockholders. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.

24

(2)	Includes 2,570,000 shares directly owned by Blue Moon of which Mr. Silverman is a manager and controls a member of Blue Moon, R & R Consulting Partners, LLC, and 450,000 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008. Mr. Silverman has sole voting power and sole dispositive power over all 4,120,000 shares.
(3)	Includes 2,570,000 shares directly owned by Blue Moon, of which Mr. Caragol is a manager and member. Mr. Caragol has sole voting power and sole dispositive power over all 3,570,000 of these shares.
(4)	Includes 500,000 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008.
(5)	Based on Schedule 13G/A filed with the SEC on February 1, 2006, includes 425,000 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008, over which Mr. McLaughlin has sole voting and dispositive power.
(6)	Mr. Feder, our former acting interim chief financial officer, ceased being a named executive officer on October 24, 2008.
(7)	Includes 450,000 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008.
(8)	Mr. McKeage, our former chief executive officer, ceased being a named executive officer on July 2, 2008. The information included in the table is based solely on the Form 4 filed with the SEC on January 24, 2008 by Mr. McKeage.
(9)	Mr. Patterson, our former vice president, chief financial officer and treasurer, ceased being a named executive officer on March 21, 2008, and ceased being a director on July 22, 2008. Includes 300,000 shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008.
(10)	All securities represent shares of our common stock and shares of our common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 18, 2008 by our current directors and executive officer.

25

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding our compensation plans (including individual compensation arrangements) under which shares of our common stock are authorized for issuance as of September 30, 2008:

	Number of Securities				Number of Securities Remaining
	Number of Securities to be		Weighted Average		Available for Future Issuance
	Issued upon Exercise of		Exercise Price of		under Equity Compensation Plans
	Outstanding Options,		Outstanding Options,		(Excluding Securities
	Warrants and Rights		Warrants and Rights		Reflected in Column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		4,920,000	$	0.27		5,205,000	(1)
Equity compensation plans not approved by securities holders (2)		950,000	$	0.70		—
Total		5,870,000	$	0.35		5,205,000

(1)

The 2001 Flexible Stock Plan initially had 2,500,000 shares of common stock reserved for issuance. This number is subject to an annual increase of 25% of the number of outstanding shares of common stock as of January 1 of each year, but may not exceed 10,000,000 in the aggregate. As of September 30, 2008, there were 5,205,000 shares of common stock available for future issuance under the 2001 Flexible Stock Plan.

(2)

Consists of grants made outside of our equity plans and have outstanding options exercisable for 950,000 shares of our common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

We are currently traded on the OTCBB. Accordingly, we are not required to and do not have a majority of independent directors or an audit, compensation or nominating committee.

Our board of directors currently consists of three members: Messrs. Caragol, Krawitz and Silverman. Our board of directors determined that none of our directors is independent under the standards of the Nasdaq Global Market. In addition, Messrs. Cobb and Doberty, who served on our board of directors until July 22, 2008, were determined independent and Messrs. McKeage and Patterson, who served on our board of directors until July 2, 2008 and July 22, 2008, respectively, were found to not be independent under the standards of the Nasdaq Global Market during their respective terms of service.

Certain Relationships and Related Transactions

Since the beginning of our fiscal year ended September 30, 2007, we have had the following related party transactions:

Transactions with Digital Angel and Affiliates

On June 27, 2003, we loaned $1,000,000 to Digital Angel, our former majority shareholder. Under the terms of the loan, interest, which accrued at an annual rate of 16%, was due and payable on a monthly basis beginning July 31, 2003. On May 15, 2007, we entered into a Satisfaction of Loan Agreement (“SLA”) with Digital Angel with respect to the loan. Under the SLA, Digital Angel issued 833,333 shares (the “Shares”) of its common stock, par value $0.01 per share, to us having an aggregate fair value of approximately $1,000,000 as explained below. On June 11, 2007, the registration statement covering the Shares was declared effective by the SEC (the “Effective Date”) and on June 22, 2007 the shares became freely tradeable pursuant to the terms of the SLA. In accordance with the SLA, once the registration statement covering the Shares was declared effective by the SEC and the Shares became freely tradeable by us, Digital Angel was in full satisfaction of all principal, interest and other amounts owed to us under the loan. Additionally, in accordance with the SLA, on the Effective Date, the exact number of shares to be delivered to us was determined to be 703,730, which was calculated by dividing the outstanding principal amount of the note of $1,000,000 by the average daily closing prices for a share of Digital Angel’s common stock on each trading day occurring during the ten trading day period ending on and in including the trading day immediately preceding the Effective Date of the Registration Statement of $1.421.

26

On January 20, 2006, Mr. McKeage was appointed our chief executive officer, president and director. From 2004 until that time, Mr. McKeage was vice president of business development of Digital Angel, as well as of Destron Fearing Corp., Digital Angel’s now-wholly-owned subsidiary. Following the sale of our operating assets, which became effective on December 31, 2007, Mr. McKeage remained our president and director and became vice president of corporate development for Digital Angel, as well as of VeriChip, Digital Angel’s then-majority-owned subsidiary. Effective January 1, 2008, we began to reimburse VeriChip in the amount of $7,000 per month for Mr. McKeage’s services related to finding a suitable acquisition target for the Company, which agreement ended in May 2008.

We reimbursed Digital Angel on a monthly basis for certain business expenses incurred on our behalf. For the fiscal year ended September 30, 2007 and 2008, these costs included accounting fees, various business insurance coverages and miscellaneous business expenses. Additionally for the fiscal year ended September 30, 2007 and 2008, these costs included the salary, payroll taxes and benefits of personnel assigned to us in those years. We reimbursed $213,000 and $85,000 of these costs to Digital Angel in our fiscal year ended September 30, 2007 and 2008, respectively.

For the fiscal years ended September 30, 2008 and 2007, we charged Digital Angel $nil and $24,000, respectively, for services rendered by our chief financial officer at Digital Angel’s then-wholly-owned subsidiary, Computer Equity Corporation.

On October 8, 2008, we entered into a Sublease with Digital Angel for our corporate headquarters located in Delray Beach, Florida consisting of approximately 7,911 feet of office space, which space is shared with VeriChip, which is a company that is also controlled by Mr. Silverman. The rent for the entire twenty-one month term of the Sublease is $157,500, which was paid in one lump sum upon execution of the Sublease. VeriChip reimbursed us for one-half of the Sublease payment, representing their share of the total cost of the Sublease.

Information Regarding Control Persons

On August 1, 2008, Digital Angel entered into a Purchase Agreement for the sale of 2,570,000 shares of our common stock, which constituted 49.9% of our issued and outstanding common stock as of August 1, 2008, to Blue Moon. Blue Moon paid, in consideration for the shares, an aggregate of $400,000, which amount was provided as capital contributions by the members of Blue Moon. As of December 18, 2008, Blue Moon owned 31.5% of our issued and outstanding common stock. Mr. Silverman is a manager of Blue Moon and controls a member of Blue Moon and Mr. Caragol is a manager and member of Blue Moon. For more information on the beneficial holdings of our common stock by Blue Moon and Messrs. Silverman and Caragol, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Review, Approval or Ratification of Transactions with Related Parties

It is our unwritten policy, which policy is not otherwise evidenced, for any related party transaction that involves more than a de minimis obligation, expense or payment or stock option or equity grants, to obtain approval by our board of directors prior to our entering into any such transaction. In conformity with our various policies on related party transactions, each of the transactions discussed in “Certain Relationships and Related Transactions, and Director Independence — Transactions with Digital Angel and Affiliates” above has been reviewed and approved by our board of directors.

27

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accountant Fees and Services

The following table sets forth information regarding fees for services provided by Eisner LLP and J. H. Cohn LLP for fiscal 2008 and J. H. Cohn LLP for fiscal 2007.

Services	2008 Fees		2007 Fees
	(amounts in thousands)
Audit Fees (1)	$	77	$	92
Audit-Related Fees(2)		—		2
Tax Fees (3)		10		16
All Other Fees		—		—
Total	$	87	$	110

(1)	Audit fees include the annual financial statement audit (including required quarterly reviews) and other procedures performed by our independent auditor to form an opinion on our consolidated financial statements.
(2)	Audit Related Fees include review of SEC filings.
(3)	Tax fees include tax planning and compliance services provided in relation to U.S. federal, state and local taxes.

For fiscal 2008, our audit committee pre-approval policy required the Audit Committee to pre-approve all non-audit services. During fiscal 2008, all of the audit-related services, tax services and other services were pre-approved in accordance with this policy.

28

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a	)(1)	The financial statements and financial statement schedules listed below are included in this report
		Reports of Independent Registered Public Accounting Firms
		Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Stockholders’ Equity
		Consolidated Statements of Cash Flows
		Notes to Consolidated Financial Statements
		Financial Statement Schedule
		Schedule of Valuation and Qualifying Accounts
(a	)(2)	Financial statement schedules have been included in Item 15(a)(1) above.
(a	)(3)	Exhibits
		See Index to Exhibits filed as part of this annual report on Form 10-K.
(c	)	Exhibits — Included in Item 15(a)(3) above.

29

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IFTH Acquisition Corp.
By:	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer, President and Acting Chief Financial Officer

Date: December 24, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott R. Silverman (Scott R. Silverman)	Chairman of the Board of Directors	December 24, 2008
/s/ Michael E. Krawitz (Michael E. Krawitz)	Director	December 24, 2008
/s/ William J. Caragol (William J. Caragol)	Chief Executive Officer, President, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	December 24, 2008

30

Contents

	Page
Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm		F-3
Financial Statements
Consolidated Balance Sheets September 30, 2008 and 2007		F-4
Consolidated Statements of Operations Years ended September 30, 2008, 2007 and 2006		F-5
Consolidated Statements of Stockholders’ Equity Years ended September 30, 2008, 2007 and 2006		F-6
Consolidated Statements of Cash Flows Years ended September 30, 2008, 2007 and 2006		F-7
Notes To Consolidated Financial Statements		F-8
Schedule II — Valuation and Qualifying Accounts Years ended September 30, 2008, 2007 and 2006		S-1

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
IFTH Acquisition Corp.
Delray Beach, Florida

We have audited the accompanying consolidated balance sheet of IFTH Acquisition Corp. and Subsidiaries (the “Company”) as of September 30, 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows and the financial statement schedule — Valuation and Qualifying Accounts for the year then ended. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit.

We conducted our audit 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 and schedule are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IFTH Acquisition Corp. and Subsidiaries as of September 30, 2008, and the consolidated results of their operations and their consolidated cash flows for the year ended September 30, 2008, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the financial statement schedule referred to above, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information stated therein.

We also audited the adjustments described in Note 8 that was applied to retrospectively reclassify the September 30, 2007 and 2006 consolidated financial statements for the discontinued operations of the Company. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the September 30, 2007 and 2006 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the September 30, 2007 and 2006 consolidated financial statements take as a whole.

/s/ Eisner LLP

New York, NY
December 22, 2008

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
IFTH Acquisition Corp.
Delray Beach, Florida

We have audited the accompanying consolidated balance sheet of IFTH Acquisition Corp. and Subsidiaries as of September 30, 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended September 30, 2007 and 2006, prior to the adjustment described in Note 8 that was applied to reclassify the financial statements for the discontinued operations of the Company. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of IFTH Acquisition Corp. and Subsidiaries as of September 30, 2007, and their results of operations and cash flows for the years ended September 30, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in fiscal year 2006.

Our audits referred to above included the information in Schedule II, which presents fairly, in all material respects, the information required to be set forth therein when read in conjunction with the consolidated financial statements.

/s/ J. H. Cohn LLP

Roseland, New Jersey
December 21, 2007

F-3

IFTH ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	September 30,
	2008			2007
Assets
Current Assets
Cash and cash equivalents	$	1,256		$	405
Accounts receivable (net of allowance for doubtful accounts of $78)		—			1,477
Inventories		—			106
Marketable equity securities, available for sale		35			418
Other current assets		10			60
Total Current Assets		1,301			2,466
Property and equipment, net		—			89
Other assets		—			30
Total Assets	$	1,301		$	2,585
Liabilities And Stockholders’ Equity
Current Liabilities
Line of credit — Wells Fargo	$	—		$	2
Amounts due to Digital Angel		—			105
Accounts payable		2			550
Accrued expenses and other liabilities		100			569
Total Liabilities		102			1,226
Commitments and contingencies
Stockholders’ Equity
Preferred shares:
Authorized 5,000, no par value; none issued		—			—
Common shares:
Authorized 80,000 shares of $.01 par value; 6,007 and 5,907 shares issued; 5,146 and 5,046 shares outstanding		60			59
Additional paid-in capital		7,143			6,854
Accumulated deficit		(5,086	)		(4,408	)
Accumulated other comprehensive loss		—			(228	)
Treasury stock (861 shares, carried at cost)		(918	)		(918	)
Total Stockholders’ Equity		1,199			1,359
Total Liabilities and Stockholders’ Equity	$	1,301		$	2,585

See the accompanying notes to consolidated financial statements.

F-4

IFTH ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	For The Years Ended September 30,
	2008			2007			2006
Continuing Operations:
General and administrative expense	$	(678	)	$	(692	)	$	(931	)
Loss on marketable equity securities		(430	)		(23	)		—
Interest income		13			120			162
Loss from continuing operations		(1,095	)		(595	)		(769	)
Discontinued Operations:
Loss from discontinued operations		( 274	)		(23	)		(1,373	)
Gain on sale of discontinued operations		691			—			—
Income (loss) from discontinued operations		417			(23	)		(1,373	)
Net loss	$	(678	)	$	(618	)	$	(2,142	)
Continuing operations loss per common share
- basic and diluted	$	(0.21	)	$	(0.12	)	$	(0.16	)
Discontinued operations income (loss) per common share
- basic and diluted	$	0.08		$	—		$	(0.28	)
Net loss per common share — basic and diluted	$	(0.13	)	$	(0.12	)	$	(0.44	)
Weighted average number of common shares outstanding:
Basic and diluted		5,114			5,014			4,919
Comprehensive loss
Net loss	$	(678	)	$	(618	)	$	(2,142	)
Other comprehensive loss:
Unrealized (loss) on marketable securities available for sale and reversal		228			(228	)		—
Comprehensive loss	$	(450	)	$	(846	)	$	(2,142	)

See the accompanying notes to consolidated financial statements.

F-5

IFTH ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Years Ended September 30, 2008, 2007 and 2006

(In thousands)

											Accumulated
					Additional						Other						Total
	Common Stock				Paid-In			Accumulated			Comprehensive			Treasury			Stockholders’
	Number		Amount		Capital			Deficit			Loss			Stock			Equity
Balance — September 30, 2005		5,757	$	58	$	6,653		$	(1,648	)	$	—		$	(918	)	$	4,145
Issuance of common stock		50		—		16			—			—			—			16
Share-based compensation		—		—		136			—			—			—			136
Net Loss		—		—		—			(2,142	)		—			—			(2,142	)
Balance — September 30, 2006		5,807		58		6,805			(3,790	)		—			(918	)		2,155
Issuance of common stock		100		1		(1	)		—			—			—			—
Share-based compensation		—		—		50			—			—			—			50
Unrealized loss on marketable equity securities		—		—		—			—			(228	)		—			(228	)
Net Loss		—		—		—			(618	)		—			—			(618	)
Balance — September 30, 2007		5,907		59		6,854			(4,408	)		(228	)		(918	)		1,359
Issuance of common stock		100		1		(1	)		—			—			—			—
Share-based compensation		—		—		196			—			—			—			196
Contributed intercompany debt						94												94
Reversal of unrealized loss on marketable equity securities		—		—		—			—			228			—			228
Net Loss		—		—		—			(678	)		—			—			(678	)
Balance — September 30, 2008		6,007	$	60	$	7,143		$	(5,086	)	$	—		$	(918	)	$	1,199

See the accompanying notes to consolidated financial statements.

F-6

IFTH ACQUISITION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For The Three Years Ended September 30,
	2008			2007			2006
Cash flows from operating activities
Continuing operations
Net loss	$	(678	)	$	(618	)	$	(2,142	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Loss (gain) from discontinued operations		(417	)		23			1,373
Share-based compensation		196			50			136
Asset impairment charges								924
Loss on marketable securities, available for sale		430			23			—
Changes in operating assets and liabilities:
Decrease in accounts receivable		1,407			894			105
Decrease (increase) in inventories		106			38			(4	)
(Increase) decrease in other current assets and miscellaneous receivables		(4	)		91			86
Decrease in other assets		5			6			90
(Decrease) increase in accounts payable, accrued expenses and other liabilities		(987	)		(787	)		107
Net cash (used in) provided by discontinued operations		(269	)		4			(1,329	)
Net cash used in operating activities		(211	)		(276	)		(654	)
Cash flows from investing activities
Proceeds from sale of marketable securities		180			331			—
Capital expenditures		—			(3	)		(36	)
Net cash provided by discontinued operations		887			—			—
Net cash provided by (used in) investing activities		1,067			328			(36	)
Cash flows from financing activities
Net (payments) borrowings on Wells Fargo line of credit		(2	)		(11	)		3
Net proceeds from issuance of common stock					—			16
Net (payments) borrowings from stockholder		(3	)		(8	)		17
Net cash (used in) provided by financing activities		(5	)		(19	)		36
Net increase (decrease) in cash and cash equivalents		851			33			(654	)
Cash and cash equivalents — beginning of year		405			372			1,026
Cash and cash equivalents — end of year	$	1,256		$	405		$	372
Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	6		$	10
Interest paid	$	—		$	221		$	223
Non cash investing and financing information:
Marketable securities received in exchange for loan to Digital Angel	$	—		$	1,000		$	—
Contributed intercompany debt	$	94		$	—		$	—

See the accompanying notes to consolidated financial statements.

F-7

IFTH ACQUISITION CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Note 1 — Summary Of Significant Accounting Policies

Business Organization And Basis Of Presentation

IFTH Acquisition Corp. (the “Company” or “IFTH”) was incorporated on September 30, 1987 as a Delaware corporation. The Company has two subsidiaries: IFTH NY Sub, Inc., a New York Corporation since 1980, and IFTH NJ Sub, Inc., a New Jersey corporation since 1983.

Effective December 31, 2007, as approved by the stockholders of IFTH at a special meeting held December 27, 2007, the Company closed the transactions contemplated by the Asset Purchase and Sale Agreement, dated November 13, 2007 (the “Sale Agreement”) between IFTH and Corporate Technologies LLC (“Corporate Technologies”), selling substantially all of the Company’s operating assets excluding accounts receivable and inventory (“Operating Assets”).

Under the terms of the Sale Agreement, the Company ceased its operations and, pursuant to an interim services agreement and an administrative services agreement entered into in connection with the Sale Agreement, Corporate Technologies agreed to assist the Company in the collection of the outstanding accounts receivable and in the sale of the remaining inventory. The Company retained its cash at the time of the closing of the Sale Agreement, the cash received from the collection of accounts receivable and the sale of inventory, and the proceeds from the sale and plans to utilize these funds to seek to acquire an operating business unrelated to the business sold to Corporate Technologies.

In connection with the sale of the Company’s assets to Corporate Technologies, the Company’s stockholders also approved an amendment pursuant to which it changed its name from InfoTech USA, Inc. to IFTH Acquisition Corp. on December 31, 2007. Additionally, pursuant to the Sale Agreement, the Company’s wholly owned subsidiaries changed their names from InfoTech USA, Inc. to “IFTH NJ Sub, Inc.” and from Information Technology Services, Inc. to “IFTH NY Sub, Inc.”

After the completion of the sale, the Company did not engage in any business activity other than paying its outstanding liabilities, liquidating its remaining inventory and collecting its outstanding receivables. Management’s primary purpose at that time was to locate and acquire an attractive operating business seeking to become publicly traded.

On August 1, 2008, Digital Angel Corporation (formerly Applied Digital) (“Digital Angel”) sold 2,570 shares of the Company’s common stock to Blue Moon Energy Partners LLC (“Blue Moon”). The shares represented 49.9% of the Company’s outstanding common stock at that time.

On December 5, 2008, the Company acquired 100% of the ownership interests of National Credit Report.com, LLC, a Florida limited liability company (“NCRC”), a business engaged in the identity security market providing credit monitoring and reporting products and services. See Note 13 for more information.

Basis Of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Company’s acquired subsidiary revenue from the sale of a single credit report is recognized when the credit report is delivered to the customer. Revenue from the sale of annual subscriptions for credit monitoring and credit protection is recognized ratably over each subscriber’s annual subscription period. The Company also offers credit monitoring and credit protection on a month-to month basis. In certain circumstances, the Company sells a bundled offer whereby a customer receives a single credit report and monitoring. In such circumstances, the Company allocates based on vendor specific objective evidence the associated revenue to the credit report and to the subscription, which the Company recognizes such subscription portion over the related period.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on the knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results. Included in these estimates are assumptions about allowances for inventory obsolescence, bad debt reserves, lives of long lived assets, lives of intangible assets, assumptions used in Black-Scholes valuation models, estimates of the fair value of acquired assets and assumed liabilities, the determination of whether any impairment is to be recognized on goodwill or intangibles, among others.

F-8

Investment in Marketable Equity Securities

Investments in marketable equity securities classified as “available for sale” are recorded at fair value based on quoted market prices and unrealized gains and losses are reported as accumulated other comprehensive income (loss) as a separate component within stockholders’ equity. The cost of securities sold is based on the first in first out method.

All of the Company’s available for sale investments are subject to a periodic review pursuant to Emerging Issues Task Force No. 03-1. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Marketable securities are evaluated for impairment if the decline in fair value below cost basis is significant and / or has lasted for an extended period of time. Factors indicative of an other-than-temporary decline include recurring operating losses, credit defaults and subsequent rounds of financings at an amount below the cost basis of the investment. When a decline in value is deemed to be other-than-temporary, the Company recognizes an impairment loss in the current period’s operating results to the extent of the decline.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged against operations as incurred. Upon retirement or sale, any assets disposed of are removed from the accounts and any resulting gain or loss is reflected in the results of operations. Capitalized values of property under leases are amortized over the life of the lease or the estimated life of the asset, whichever is less.

Depreciation and amortization are computed using straight-line and accelerated methods over the following estimated useful lives:

	Estimated
	Useful Life
Computer equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	5 years

Impairment losses on long-lived assets, such as equipment and improvements, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” (“SFAS 109”) which requires the use of the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or credit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) was issued to clarify the requirements of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, relating to the recognition of income tax benefits.

FIN 48 provides a two-step approach to recognizing and measuring tax benefits when the benefits’ realization is uncertain. The first step is to determine whether the benefit is to be recognized, and the second step is to determine the amount to be recognized:

• income tax benefits should be recognized when, based on the technical merits of a tax position, the entity believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e., a probability of greater than 50 percent) that the tax position would be sustained as filed; and

• if a position is determined to be more likely than not of being sustained, the reporting enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority.

Effective October 1, 2007, the Company adopted FIN 48. The implementation of FIN 48 did not result in any adjustment to the Company’s beginning tax positions. The Company continues to fully recognize its tax benefits which are offset by a valuation allowance to the extent that it is more likely than not that the deferred tax assets will not be realized.

The Company is subject to the provisions of FIN 48 as of October 1, 2007, and has analyzed filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. As a result of adoption, we have recorded no tax liability and have no unrecognized tax benefits as of the date of adoption.

The Company files consolidated tax returns in the United States Federal jurisdiction and in New Jersey. The Company is no longer subject to US Federal or state income tax examinations for fiscal years before 2002.

F-9

Net Income (Loss) Per Common Share

The Company presents “basic” income (loss) per common share and, if applicable, “diluted” income per common share, pursuant to the provisions of Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS 128”). Basic income (loss) per common share is calculated by dividing net income or loss by the weighted average number of common shares outstanding during each period. The calculation of diluted income per common share is similar to that of basic income per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period.

Since the Company had net losses in 2008, 2007 and 2006, the assumed effects of the exercise of employee stock options for the purchase of 5,570, 3,975, and 3,975 common shares and 300 warrants outstanding at September 30, 2008, 2007 and 2006, respectively, would have been anti-dilutive and, accordingly, dilutive per share amounts are not presented.

Cash And Cash Equivalents

The Company considers all liquid instruments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained in bank accounts in amounts which, at times, may exceed federally insured limit. Management believes that the Company is not exposed to any significant risk of loss of financial assets due to the failure of these financial institutions.

Fair Value Of Financial Instruments

The carrying values of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the relatively short maturity of these instruments.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS 157 defines fair value and establishes a framework for measuring fair value in accordance with GAAP. The statement also expands the disclosures related to the fair value measurements used to value assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in generally accepted accounting principles for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. SFAS 157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), (2) assumptions that are other than quoted prices which are either directly or indirectly observable for the asset or liability through correlation with market data and (3) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under SFAS 157 are described below:

• Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3—Inputs that are both significant to the fair value measurement and unobservable.

At September 30, 2008, the Company had Level 1 investments of approximately $35 for which quoted prices in active markets were used to value the underlying securities.

Stock-based compensation

The Company accounts for equity-based compensation based on Statement of Financial Accounting Standards No. 123(R), “Share-Based Payments” (“SFAS 123(R)”). SFAS 123(R) requires that the fair value of such equity instruments be measured based on the fair value of the instruments on the date they are granted and that an estimate of the portion of the fair value that will vest be recognized in the financial statements as an expense over the period during which the employees are required to provide services in exchange for the equity instruments.

The Company adopted SFAS 123(R) effective October 1, 2005 and has selected the Black-Scholes method of valuation for share-based compensation. The Company has elected the modified prospective application transition method which requires that the provisions of SFAS 123(R) be applied going forward from the date of adoption to new share-based payments, and to all unvested stock options outstanding at the beginning of the first quarter of adoption of SFAS 123(R). The Company recognized $290 of compensation expense in 2008 from 1,595 stock options granted in 2008, restricted stock grants, and modification of existing stock options. The Company did not grant any stock options during 2007 or 2006 and all outstanding options were fully vested as of September 30, 2005. However, in January 2006, the Company modified certain existing stock option agreements and granted restricted stock. Accordingly, there was $50 and $136 of compensation expense recognized in 2007 and 2006, respectively, as a result of the adoption of SFAS 123(R). To calculate the excess tax benefits available as of the date of adoption for use in offsetting future tax shortfalls, the Company followed the alternative transition method discussed in Financial Accounting Standards Board Staff Position No. 123(R) — 3.

A summary of options outstanding under the Company’s stock option plans as of September 30, 2008 and changes during the year then ended is presented below:

			Weighted		Weighted
			Average		Average		Aggregate
	Stock		Exercise		Contractual		Intrinsic
	Options		Price		Term		Value
					(in years)
Outstanding at October 1, 2007		3,975	$	0.38		2.4
Granted		1,595		0.21		9.8
Exercised		—		—		—
Forfeited or Expired		—		—		—
Outstanding at September 30, 2008		5,570	$	0.33		4.5		—	*
Exercisable at September 30, 2008		4,125	$	0.37		2.7		—	*

* The intrinsic value of a stock option is the amount by which the fair value of the underlying stock exceeds the exercise price of the option. The fair value of the Company’s stock was $0.21 per share at September 30, 2008 based upon its closing price on the OTCBB.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used for determining the fair value of options granted in 2008 (there were no grants in 2007 and 2006):

	2008
Risk-free interest rates		3.4	%
Expected option lives	5.5 years
Expected volatilities		85	%
Expected dividend yields		0	%

The Black-Scholes value for the options granted during the year ended September 30, 2008 was $0.15.

F-10

No options were exercised during 2008 and 2007. The total intrinsic value of options exercised during 2006 was $16.

In January 2006, the Company granted its chairman of the board and its chief executive officer 100 shares of its restricted stock each. This stock fully vested in January 2008. The Company determined the fair value of the stock to be $100 based on the closing price of its stock on the date of grant. The fair value of the restricted stock was recognized as compensation expense over the vesting period. Compensation expense was recorded in connection with the restricted stock during 2008, 2007 and 2006 in the amount of $13, $50 and $37, respectively.

In addition, during July 2008, the Company granted options exercisable for approximately 645 shares of common stock to consultants and non-employees of the Company. In accordance with FAS 123(R), the Company recorded compensation expense of $18 associated with these options based on an estimate of the fair value on each date of grant and using the Black-Scholes valuation model. The Company will be required to re-measure the compensation expense associated with these options at the end of each reporting period until the options are vested. This re-measurement at September 30, 2008, did not result in additional compensation expense for the year ended September 30, 2008. The remaining fair value of the invested grants were $68 at September 30, 2008.

Recent Accounting Pronouncements:

On December 4, 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” which replaces SFAS 141 but retains the fundamental concept of purchase method of accounting in a business combination and improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable, and relevant information for investors and other users of financial statements. To achieve this goal, the new standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and any noncontrolling interest at the acquisition date measured at their fair value as of that date. This statement requires measuring a noncontrolling interest in the acquiree at fair value which will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. This statement also requires the recognition of assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition fair values. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 141(R) on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities,” providing companies with an option to report selected financial assets and liabilities at fair value. The Standard’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company’s choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which they have chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 to have a significant effect on its financial position or results of operations.

On December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, an amendment of ARB No. 51, which will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as equity in the consolidated financial statements. In addition, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 to have a significant effect on its financial position or results of operations.

In February 2008, the FASB issued Staff Position No. FAS 157-1 (“FSP FAS 157-1”), Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13 and Staff Position No. FAS 157-2 (“FSP FAS 157-2”), Effective Date of FASB Statement No. 157. FSP FAS 157-1 excludes Statement of Financial Accounting Standards No. 13 (“SFAS 13”), Accounting for Leases, as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS 13 from the scope of SFAS 157. FSP FAS 157-2 delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. Both FSP FAS 157-1 and FSP FAS 157-2 are effective upon an entity’s initial adoption of SFAS 157, which is our first quarter of fiscal year 2009. The Company does not expect the adoption of FSP SFAS 157-1 to have a material impact to our consolidated results of operations and financial position.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). FAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Entities are required to provide enhanced disclosures about; (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statement issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Comparative disclosures for earlier periods at initial adoption is encouraged but not required. The Company does not expect the adoption of FAS 161 to have a material impact to our consolidated results of operations and financial position.

EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” provides guidance in assessing whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock for purposes of determining whether the appropriate accounting treatment falls under the scope of SFAS 133, “Accounting For Derivative Instruments and Hedging Activities” and/or EITF 00-19, “Accounting For Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. EITF 07-05 is effective as of the beginning of our 2010 fiscal year. The Company is evaluating the impact of EITF 07-5 on our consolidated financial position and results of operations.

Note 2 — Marketable Securities

As explained in Note 12 below, on May 15, 2007, the Company entered into a Satisfaction of Loan Agreement with Digital Angel whereby the Company received 704 shares of its common stock with a fair value of $1,000 in payment of a loan due to the Company in that amount. At September 30, 2007, the Company had classified the shares as available for sale marketable equity securities and in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” is recording unrealized changes in their fair value as part of its comprehensive income. During the year ended September 30, 2008, the Company sold 361 shares and realized a loss of $331 and during the year ended September 30, 2007, the Company sold 249 shares and realized a loss of $23. The remaining shares had a cost of $134 and a market value of $35 at September 30, 2008 and a cost of $646 and a market value of $418 at September 30, 2007. Accordingly, the Company has included its $99 decline in fair value as other then temporary and reported the impairment in loss on marketable equity securities on the Consolidated Statement of Operations as of September 30, 2008.

Note 3 — Property and Equipment

	2008		2007
Computer equipment	$	—	$	339
Furniture and fixtures		—		76
Leasehold improvements		—		63
		—		478
Less accumulated depreciation and amortization		—		(389	)
Totals	$	—	$	89

F-11

Note 4 — Goodwill

Goodwill consisted of the unamortized excess of cost over fair value of tangible and identifiable intangible assets net of liabilities of the Company at the date of acquisition. The Company applied APB No. 16, “Business Combinations,” and used the purchase method of accounting for this acquisition in 2001. Goodwill was fully written off at September 30, 2006 as shown below:

	2006
Original balance	$	2,339
Less accumulated amortization		(185	)
Less impairment charges		(2,154	)
Carrying value	$	—

Effective October 1, 2001, the Company adopted SFAS 142. Under SFAS 142, goodwill amortization ceased upon the adoption of the standard. SFAS 142 also required an initial goodwill impairment assessment in the year of adoption and annual impairment tests thereafter. As of September 30, 2006, following the valuation analysis it was determined that due to the Company’s historical losses, including the loss incurred in fiscal year ended September 30, 2006, the overall volatility of the IT industry and the Company’s projected marginal profitability in the future, the goodwill was fully impaired, resulting in a carrying value of $0 as of the end of fiscal year 2006. Accordingly no valuation analysis was performed at September 30, 2008. Valuation analysis testing for goodwill impairment as of September 30, 2006 resulted in a charge for goodwill impairment of $924.

Note 5 — Financing Arrangements

The Company’s financing agreement with Wells Fargo Business Credit, Inc. (“Wells Fargo”), entered into on June 30, 2004, provided financing up to $4,000 with interest at Wells Fargos prime rate plus 3%. The Company also had a wholesale financing agreement with IBM Credit in effect as of September 30, 2007 that provided for inventory financing up to $600 and was secured by a letter of credit in the amount of $600.

As of September 30, 2008 and 2007, the Company had a borrowing base of approximately nil and $386, respectively, and availability under the credit facility as of September 30, 2008 and 2007 of approximately nil and $384, respectively.

Borrowings under the Wells Fargo line of credit amounted to nil and $2 at September 30, 2008 and 2007, respectively. Borrowings under the IBM Credit financing arrangement amounted to nil and $273 at September 30, 2008 and 2007, respectively, and were included in either accounts payable or accrued expenses and other liabilities.

On May 19, 2005, the Company entered into an arrangement, which was amended September 28, 2007, with one of its primary suppliers, Ingram Micro Inc. (“Ingram”), pursuant to which Ingram provided the Company with a credit line of up to $250. Payments for purchases under this credit line were due and payable within 30 days from the date of invoice. Amounts not repaid within 10 days past due bore interest at 1¹/2% per month. The credit line was secured by a security interest in substantially all of the Company’s equipment, inventory and accounts receivable. Advances under the credit line were subordinate and junior in right of payment to borrowings under the Company’s credit facility with Wells Fargo. The Company had nil and $97 outstanding with Ingram as of September 30, 2008 and 2007, respectively, and the borrowings were included in either accounts payable or accrued expenses and other liabilities.

The Company repaid all of the Company’s loans, and all of the Company’s financial arrangements with Wells Fargo, IBM Credit and Ingram were terminated upon completion of the sale of the operating assets to Corporate Technologies.

F-12

Note 6 — Income Taxes

The reconciliation of the effective tax rate with the statutory Federal income tax rate is as follows:

	Years Ended September 30,
	2008			2007			2006
	%			%			%
Statutory rate		(34	)		(34	)		(34	)
Non-deductible permanent difference		3			2			2
Non-deductible goodwill write-off		—			—			15
Increase in deferred tax valuation allowance		38			31			22
State income taxes, net of Federal benefits		(6	)		(6	)		(6	)
Other		(1	)		7			1
Totals		—			—			—

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 amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	2008			2007
Deferred Tax Assets:
Asset reserves / other	$	50		$	44
Property and equipment		—			22
Stock options		73			11
Net operating loss carryforwards		3,005			2,799
Gross deferred tax assets		3,127			2,876
Valuation allowance		(3,127	)		(2,876	)
Net Deferred Tax Assets	$	—		$	—

At September 30, 2008, the Company has net operating loss carryforwards of approximately $7,286, inclusive of the gain on the sale of the business operations which will expire in varying amounts through 2026. Utilization of the Company’s net operating losses may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

A portion of the Company’s net operating loss carryforwards arose prior to a change of control during December 2000 and the change of control in 2008. As a result, these net operating loss carryforwards are subject to the annual limitations. Therefore, management believes the Company is not more likely than not to realize the tax benefits associated with the net operating loss carryforwards that arose prior to the change of control and therefore has fully reserved the net operating losses.

As of September 30, 2008 and 2007, the valuation allowance was $3,127 and $2,876, respectively. The valuation allowance increased by $251, $193 and $472 in 2008, 2007 and 2006, respectively.

Note 7 — Stockholders’ Equity

Stock Option Plans

In February 1998, a stock option plan (the “1998 Plan”) was approved by the stockholders. The 1998 Plan was amended in January 2000. Under the revised plan, 1,000 shares of common stock are reserved for issuance upon the exercise of options designated as either incentive stock options or non-qualified stock options. The 1998 Plan terminated in February 2008. Options granted under the 1998 Plan will expire not more than ten years from the date of grant. Options granted under the plan generally have a vesting period of four years. At September 30, 2008, the 1998 Plan terminated with no options outstanding.

F-13

In January 2001, 650 stock options were granted to a director and consultant under a special option plan. As of September 30, 2008, they were fully vested and expire 10 years from date of grant.

In March 2001, the stockholders approved the 2001 Flexible Stock Plan (the “2001 Plan”). Under the 2001 Plan, the number of shares which may be issued or sold, or for which options, Stock Appreciation Rights (“SARs”) or Performance Shares may be granted to certain directors, officers and employees of the Company is 2,500 per year, plus an annual increase, effective as of the first day of each calendar year, commencing with 2002, equal to 25% of the number of outstanding shares as of the first day of such calendar year, but in no event more than 10,000 shares in the aggregate. A total of 10,000 and 9,844 shares were subject to grants outstanding under the 2001 Plan at September 30, 2008 and 2007, respectively. The 4,920 options and 200 restricted stock outstanding as of September 30, 2008 were granted with various vesting schedules and as of September 30, 2008, 3,675 were fully vested. The options are exercisable over a period ranging from eight to ten years from the date of grant.

In March 2008, the Company extended of the expiration date of the 925 stock options held by its members of the board. During 2008, compensation expense of $121 was recorded in connection with the options.

A summary of stock option activity related to the Company’s stock option plans is as follows:

	2008				2007				2006
			Weighted-				Weighted-					Weighted-
			Average				Average					Average
			Exercise				Exercise					Exercise
	Shares		Price		Shares		Price		Shares			Price
Outstanding on October 1		3,975	$	.38		3,975	$	.38		4,105		$	.38
Granted		1,595		.21		—		—		—			—
Exercised		—		—		—		—		(50	)		(.34	)
Forfeited		—		—		—		—		(80	)		(.57	)
Outstanding on September 30		5,570		.33		3,975		.38		3,975			.38
Exercisable on September 30		4,125	$	.37		3,975	$	.38		3,975		$	.38

Employee Stock Purchase Plan

On December 17, 1998, the Company adopted the 1999 Employee Stock Purchase Plan (the “1999 Plan”) whereby 200 shares of common stock were reserved for issuance to eligible employees. A participant may have up to 10% of their earnings withheld during a period of approximately six months commencing on the first trading day on or after April 1 and terminating on the last trading day ending the following September 30, or commencing on the first trading day on or after October 1 and terminating on the last trading day ending the following March 31. The purchase price shall be an amount equal to 85% of the fair market value of a share of common stock on the enrollment date, or on the exercise date, whichever is lower. There were no purchases under the 1999 Plan during 2008, 2007 and 2006.

Warrants

As of September 30, 2008, 2007 and 2006, the Company had 300 warrants outstanding at an exercise price of $0.58 per share. The warrants expire on December 31, 2010.

F-14

Note 8 — Discontinued Operations

In December 2007, we entered into the Sale Agreement with Corporate Technologies. As a result of the sale, the Company’s operating results related to its IT solutions business are now classified as discontinued operations for all periods presented in this Annual Report and are comprised as follows:

	Years Ended September 30,
	2008			2007			2006
Revenue	$	1,931		$	11,898		$	16,010
Cost of sales		1,565			9,423			13,333
Gross profit		366			2,475			2,677
Selling, general and administrative expenses		602			2,269			2,902
Asset impairment		—			—			925
Interest and other (expense) income		—			—
Interest expense		(38	)		(229	)		(223	)
Loss from discontinued operations		(274	)		(23	)		(1,373	)
Gain on sale of discontinued operations		691			—			—
Income (loss) from discontinued operations	$	417		$	(23	)	$	(1,373	)
Loss from discontinued operations per common share — basic and diluted	$	(0.05	)	$	(0.00	)	$	(0.28	)
Weighted average number of common shares outstanding — basic and diluted		5,114			5,014			4,919

Under the terms of the agreement, $800 was received in cash and $200 of the proceeds were held in escrow for a period of three months following the closing pending the reduction in real property rental expenses. As we were able to reduce the monetary amounts of the operating lease commitments that were assumed by the buyer, incremental amounts of the $200 held in escrow were to be paid to us. As of September 30, 2008, $67 was paid as full settlement of the escrow. As result, after deducting the operating assets and expenses related to the sale of $176, the Company recorded a gain on the sale of approximately $691.

Note 9 — 401(k) Plan

The Company had a 401(k) Savings Plan (the “Plan”) for the benefit of all eligible employees. An employee would become a participant after the completion of three months of service and the attainment of 20 years of age.

Participants could elect to contribute from their compensation any amount up to the maximum deferral allowed by the Internal Revenue Code. Employer contributions were a discretionary percentage match. The Company could make optional contributions for any Plan year at its discretion.

During 2008, 2007 and 2006, there were no Company contributions to the Plan.

Note 10 — Commitments And Contingencies

Legal Proceedings

The Company was not party to any material legal proceedings or claims as of September 30, 2008. Accordingly, management does not anticipate any material adverse impact on the Company’s financial position, results of operations or cash flows as a result of legal proceedings or claims.

Note 11 — Related Party Transactions

Until August 1, 2008, Digital Angel owned 49.9% of the Company’s common stock and incurred certain expenses on behalf of the Company. In 2008, 2007 and 2006, these costs included accounting fees, various business insurance coverages and miscellaneous business expenses. Additionally in 2007 and 2006, these costs included the salary, payroll taxes and benefits of personnel assigned to the Company in those years. The Company reimbursed $85, $213 and $287 of these costs to Digital Angel in 2008, 2007 and 2006, respectively.

For the fiscal years ended September 30, 2008 and 2007, the Company charged Digital Angel $nil and $24, respectively, for services rendered by the Company’s chief financial officer at Digital Angel’s then-wholly-owned subsidiary, Computer Equity Corporation.

F-15

At September 30, 2007 the amount due to Digital Angel was $105. This amount arose out of inter-company expenses.

On June 27, 2003, the Company loaned $1,000 to Digital Angel pursuant to the terms of a Commercial Loan Agreement and Term Note. Under the terms of the loan, interest, which accrued at an annual rate of 16%, was due and payable on a monthly basis beginning July 31, 2003. Interest income paid or accrued on the loan to the Digital Angel amounted to $0, $120, and $162 in 2008, 2007 and 2006, respectively.

On May 15, 2007, the Company entered into a Satisfaction of Loan Agreement (“Agreement”) with Digital Angel with respect to the Commercial Loan Agreement. Under the Agreement, Digital Angel issued to the Company 833 shares (the “Shares”) of its common stock, having an aggregate fair value of approximately $1,000 as explained below. On June 11, 2007, the registration statement covering the Shares was declared effective by the Securities and Exchange Commission (“SEC”) (the “Effective Date”) and on June 22, 2007 the shares became freely tradeable. In accordance with the Agreement, once the registration statement covering the Shares was declared effective by the SEC and the Shares became freely tradeable by the Company, Digital Angel was in full satisfaction of all principal, interest and other amounts owed to the Company under the loan documents. Additionally, in accordance with the Agreement, on the Effective Date, the exact number of shares to be delivered to the Company was determined to be 704, which was calculated by dividing the outstanding principal amount of the note of $1,000 by the average daily closing prices for a share of Digital Angel’s common stock on each trading day occurring during the ten trading day period ending on and including the trading day immediately preceding the Effective Date of the Registration Statement of $1.421.

On January 20, 2006, Jonathan McKeage was appointed the Company’s chief executive officer, president and director. From 2004 until that time, Mr. McKeage was vice president of business development of Digital Angel, as well as of Destron Fearing Corp., Digital Angel’s now-wholly-owned subsidiary. Following the sale of the Company’s operating assets, which became effective on December 31, 2007, Mr. McKeage remained the Company’s president and director and became vice president of corporate development for Digital Angel, as well as of VeriChip, Digital Angel’s then-majority-owned subsidiary. Effective January 1, 2008, the Company began to reimburse VeriChip in the amount of $7,000 per month for Mr. McKeage’s services related to finding a suitable acquisition target for the Company, which agreement ended in May 2008. VeriChip is a company that is controlled by Scott Silverman, the Company’s chairman of the board.

On October 8, 2008, the Company entered into a sublease with Digital Angel for its corporate headquarters located in Delray Beach, Florida consisting of approximately 7,911 feet of office space, which space is shared with VeriChip. The rent for the entire twenty-one month term of the sublease is $158, which was paid in one lump sum upon execution of the sublease. VeriChip reimbursed the Company for one-half of the Sublease payment, representing their share of the total cost of the sublease.

As of December 18, 2008, Blue Moon Energy owned 31.5% of our outstanding common stock. Currently, Scott R. Silverman, our chairman of the board, is a manager of Blue Moon and controls a member of Blue Moon and William J. Caragol, our chief executive officer, president and acting chief financial officer, is a manager and member of Blue Moon.

In lieu of salary through 2009, on October 24, 2008 when Mr. Caragol was appointed acting chief executive officer and acting chief financial officer, he received one million shares of our common stock, half of which was restricted until he became an officer on December 3, 2008. The shares issued will be compensation expenses in the period earned. In addition, in October 2008, in lieu of compensation through 2009, we granted one million shares of stock to Mr. Silverman, half of which was restricted and vested upon the completion of the acquisition of NCRC in December 2008.

F-16

Note 12 — Summarized Quarterly Data (Unaudited)

The following table sets forth the unaudited summarized operating data for each of the quarters in the period ended September 30, 2008 and 2007:

	First			Second			Third			Fourth			Full
	Quarter			Quarter			Quarter			Quarter			Year
2008
Loss from continuing operations	$	(202	)	$	(263	)	$	(99	)	$	(531	)	$	(1,095	)
Income from discontinued operations		279			75			—			63			417
Net income (loss)		77			(188	)		(99	)		(468	)		(678	)
Net income (loss) per common share - basic and diluted		0.02			(0.04	)		(0.02	)		(0.09	)		(0.13	)
2007
Loss from continuing operations	$	(193	)	$	(190	)	$	(207	)	$	(5	)	$	(595	)
Income from discontinued operations		229			(44	)		43			(251	)		(23	)
Net income (loss)		36			(234	)		(164	)		(256	)		(618	)
Net income (loss) per common share - basic and diluted		0.01			(0.05	)		(0.03	)		(0.05	)		(0.12	)

Net income (loss) per share is calculated independently for each of the quarters presented. Therefore, the sum of the quarterly amounts of net income (loss) per common share will not necessarily equal the total for the year.

Note 13 — Subsequent Events

On October 8, 2008, the Company entered into a Sublease with Digital Angel for its corporate headquarters located in Delray Beach, Florida consisting of approximately 7,911 feet of office space, which space is shared with VeriChip. The rent for the entire twenty-one month term of the Sublease is $158, which was paid in one lump sum upon execution of the Sublease. VeriChip reimbursed the Company for one-half of the Sublease payment, representing their share of the total cost of the Sublease.

On December 5, 2008, the Company completed an acquisition of NCRC, pursuant to a securities purchase agreement by and among the Company, NCRC, and the sellers named therein (referred to as the “Purchase Agreement”).

The Purchase Agreement provided for the Company’s purchase of all of the issued and outstanding membership interests in NCRC from the sellers of NCRC, in return for 1.0 million shares of the Company’s common stock, par value $0.01 per share. In conjunction with the transaction, the Company issued 3.0 million stock options to the sellers of NCRC in consideration of their continued involvement with the operations of NCRC. We incurred normal acquisition-related costs of approximately $130 in connection with the transactions contemplated under the Purchase Agreement.

All of the options were granted at a strike price of $0.18 per share and were fully vested as of the date of grant. The common shares issued at market value and stock options granted at fair value as determined by Black-Scholes model were valued at $475, as of the date of the acquisition. The accounting treatment of the acquisition of NCRC by the Company was viewed to be a purchase transaction. The total purchase price of $605 (including transition costs) in excess of NCRC’s book value will be allocated to acquired intangibles and goodwill. The purchase price has been preliminarily allocated to the tangible assets acquired and intangible assets, primarily goodwill.

F-17

IFTH ACQUISITION CORP. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)

	Balance		Additions						Balance
	at		(Deductions) Charged			Other			at End
	Beginning		to Costs and			(Additions)			of
Deducted from Assets	of Period		Expenses			Deductions			Period
Allowance for Doubtful Accounts:
Year ended September 30, 2006	$	103	$	25		$	13	(a)	$	115
Year ended September 30, 2007		115		(24	)		13			78
Year ended September 30, 2008		78					78			—
Deferred Tax Valuation Allowance:
Year ended September 30, 2006	$	2,211	$	—		$	(472	)	$	2,683
Year ended September 30, 2007		2,683		—			(193	)		2,876
Year ended September 30, 2008		2,876		—			(251	)		3,127

(a) Amounts written off, net of recoveries.

S-1

Exhibit Index

Exhibit
Number		Description
	2.1	Securities Purchase Agreement dated December 5, 2008 by and among the Company, National Credit Report.com, LLC, Jared Shaw, Ivan Posniak, Andrew Larkin, John Thau, Adam Cohen and Safeguard Acquisition, LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2008)
	2.2	Asset Purchase and Sale Agreement, dated November 13, 2007, among the Company, InfoTech USA, Inc., Information Technology Services, Inc. and Corporate Technologies LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2007)
	3.1	Amended and Restated Certificate of Incorporation dated April 21, 1997, as amended
	3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2003)
	10.1	Non-Qualified Stock Option Award Granted to David A. Loppert dated January 1, 2001 (incorporated by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on December 20, 2002)
	10.2	Form of Non-Plan Stock Option Award Agreement
	10.3*	1998 Incentive Stock Option Plan, as Amended (incorporated herein by reference to Exhibit 99 to the registrant’s definitive Proxy Statement filed with the SEC on December 27, 1999)
	10.4*	1999 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit A to the registrant’s definitive Proxy Statement filed with the SEC on December 28, 1998)
	10.5*	2001 Flexible Stock Plan, as amended
	10.6*	Letter Agreement, dated December 5, 2008, between National Credit Report.com, LLC and Mark Kane
	10.7*	Form of Consulting Agreement of National Credit Report.com, LLC
	10.8*	Form of Consulting Agreement of National Credit Report.com, LLC
	10.9*	Form of Restricted Stock Award Agreement under the 2001 Flexible Stock Plan, as amended
	10.10*	Form of Stock Option Award Agreement under the 2001 Flexible Stock Plan, as amended
	10.11*	Form of Stock Option Award Agreement under the 2001 Flexible Stock Plan, as amended
	10.12	Satisfaction of Loan Agreement, dated as of May 15, 2007, among the Company and Digital Angel Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2007)
	10.13	Consent to Satisfaction of Loan to Digital Angel Corporation dated May 11, 2007, among Wells Fargo Business Credit, the Company, InfoTech USA, Inc. and Information Technology Services, Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2007)

Exhibit
Number		Description
	10.14	Letter dated September 28, 2007, from Ingram Micro Inc. to the Company (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2007)
	10.15	Letter Agreement dated as of November 14, 2007, among the Company, Information Technology Services, Inc. and Wells Fargo Business Credit, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 19, 2007)
	10.16	Equidata Marketing Affiliate Agreement dated October 1, 2008 between the Company and Equidata, Inc.
	10.17	Sublease dated October 8, 2008 between the Company and Digital Angel Corporation
	21.1	List of Subsidiaries of the Company
	23.1	Consent of Eisner LLP
	23.2	Consent of J. H. Cohn LLP
	31.1	Certification of William J. Caragol, Chief Executive Officer of the Company, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
	31.2	Certification of William J. Caragol, Acting Chief Financial Officer of the Company, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Management contract or compensatory plan.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SYSCOMM INTERNATIONAL CORPORATION

The undersigned, John H. Spielberger and Dennis R. Wilson, being the President and Secretary, respectively, of SYSCOMM INTERNATIONAL CORPORATION, a Delaware corporation (the “Corporation”), hereby certify as follows:

1. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was September 30, 1987. The original name of the Corporation was “Syscomm International Corporation.”

2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the applicable provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware.

3. The text of the Amended and Restated Certificate of Incorporation of the Corporation as amended and restated shall read in its entirety as follows:

FIRST: The name of the Corporation is SysComm International Corporation.

SECOND: The address of its registered office in the State of Delaware is No. 1209 Orange Street, Corporation Trust Center, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have authority to issue is Forty-One Million (41,000,000), consisting of Forty Million (40,000,000) shares of common stock, all of par value of one cent ($.01) each, and One Million (1,000,000) shares of preferred stock, all of par value of one cent ($.01) each.

A. Preferred Stock

1. The preferred stock of the Corporation may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not cancelled in any and all such series shall not exceed the total number of shares of preferred stock hereinabove authorized.

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2. Authority is hereby vested in the Board of Directors from time to time to authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, to fix by resolution or resolutions providing for the issuance of shares thereof the characteristics of each such series including, without limitation, the following:

(a) the maximum number of shares to constitute such series, which may subsequently be increased or decreased (but not below the number of shares of that series then outstanding) by resolution of the Board of Directors, the distinctive designation thereof and the stated value thereof if different than the par value thereof;

(b) whether the shares of such series shall have voting powers, full or limited, together with any other series of preferred stock or common stock, or as a separate class, or no voting powers, and if any, the terms of such voting powers;

(c) the dividend rate, if any, on the shares of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of capital stock and whether such dividend shall be cumulative or noncumulative;

(d) whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to redemption, the times, prices and other terms, limitations, restrictions or conditions of such redemption;

(e) the relative amounts, and the relative rights or preference, if any, of payment in respect of shares of such series, which the holders of shares of such series shall be entitled to receive upon the liquidation, dissolution or winding-up of the Corporation;

(f) whether or not the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporation purposes and the terms and provisions relative to the operation thereof;

(g) whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class, classes or series, or other securities, whether or not issued by the Corporation, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting same;

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(h) the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock (as defined below) or any other class or classes of stock of the Corporation ranking junior to the shares of such series either as to dividends or upon liquidation, dissolution or winding-up;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issuance of any additional stock (including additional shares of such series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distributions of assets upon liquidation, dissolution or winding-up; and

(j) any other preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall not be inconsistent with law, this Article Fourth or any resolution of the Board of Directors pursuant hereto.

B. Common Stock

1. The common stock of the Corporation may be issued from time to time in any number of shares, provided that the aggregate number of shares issued and not cancelled shall not exceed the total number of shares of common stock hereinabove authorized (“Common Stock”).

2. Unless expressly provided by the Board of Directors of the Corporation in fixing the voting rights of any series of Preferred Stock, the holders of the outstanding shares of Common Stock shall exclusively possess all voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of such stock standing in his name on the books of the Corporation.

3. Subject to the prior rights of the holders of Preferred Stock no or hereafter granted pursuant to Article Fourth, the holders of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for that purpose, dividends payable either in cash, stock or otherwise.

4. In the event of any liquidation, dissolution or winding-up of the Corporation, either voluntary or involuntary, after payment shall be made in full to the holders of Preferred Stock or any amounts to which they may be entitled, the holders of Common stock shall be entitled to the exclusion of the holders of Preferred Stock of any and all series to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

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FIFTH: The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Robert B. Smith	Wilson & Smith 25 Kingston Street Boston, Massachusetts 02111

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: The private property of the stockholders shall not be subject to the payment of the Corporation’s debts to any extent whatever.

EIGHTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for defining and regulating the powers of the Corporation and its directors and stockholders and are in furtherance and not in limitation of the powers conferred upon the Corporation by statute:

A. 1. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of such number of directors as is determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors; provided, however, that in no event shall the number of directors be less than three. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. By unanimous written consent of the Board of Directors, the initial classes shall be elected as follows: Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders, successors to the class of directors whose terms expires at that annual meeting shall be elected for three-year terms. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Except as otherwise required by law, any vacancy on the Board of Directors that results from an increase in the number of directors and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

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2. Any director, or the entire Board of Directors, may be removed from office only for cause and only by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock (as defined in Article Tenth, Section C), voting together as one class; provided, however, that if a proposal to remove a director is made by or on behalf of an Interested Person (as defined in Article Tenth, Section C) or a director who is not an Independent Director (as defined in Article Tenth, Section C) or a director who is not an Independent Director (as defined in Article Tenth, Section C), then such removal shall also require the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock, voting together as one class, excluding Voting Stock beneficially owned by such Interested Person.

3. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors, the election, term of office, filing of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation applicable thereto, as amended, and such directors so elected shall not be divided into classes pursuant to Article Ninth, Section A unless expressly provided by such terms.

B. In furtherance and not limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

1. To make, alter, amend or repeal the By-Laws of the Corporation. The holders of shares of Voting Stock shall, to the extent such power is at the time conferred on them by applicable law, also have the power to make, alter, amend or repeal the By-Laws of the Corporation, provided that any proposal by or on behalf of an Interested Person or a director who is not an Independent Director to make, alter, amend or repeal the By-Laws shall require approval by the affirmative vote described in Article Tenth, Section A, unless either (a) such action has been approved by a majority of the Board of Directors prior to such Interested Person first becoming an Interested Person; or (b) prior to such Interested Person first becoming an Interested Person, a majority of the Board of Directors has approved such Interested Person becoming an Interested Person and, subsequently a majority of the Independent Directors has approved such action.

2. To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

3. By a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The By-Laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from

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voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the By-Laws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Article Fourth hereof, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or By-Laws expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware.

4. When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation.

5. To the full extent permitted or not prohibited by law, and without the consent of or other action by the stockholders, to authorize or create mortgages, pledges or other liens or encumbrances upon any or all of the assets, real, personal or mixed, and franchises of the Corporation, including after-acquired property, and to exercise all of the powers of the Corporation in connection therewith.

C. In addition to any other considerations which the Board of Directors may lawfully take into account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the long-term as well as the short-term interests of the Corporation and its stockholders (including the possibility that these interests may be best served by the continued independence of the Corporation), customers, employees and other constituencies of the Corporation and its subsidiaries, including the effect upon communities in which the Corporation and its subsidiaries do business. In so evaluating any such determination, the Board of Directors shall be deemed to be performing their duties and acting in good faith and in the best interests of the Corporation within the meaning of Section 145 of the General Corporation Law of the State of Delaware, or any successor provision.

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D. Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, dissolution or winding-up, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at an annual meeting only pursuant to the Corporation’s notice of such meeting or if written notice of such stockholder’s intent to make such nomination or nominations has been received by the Secretary of the Corporation not less than sixty nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary, notice by the stockholder to be timely must be so received not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of (1) the sixtieth day prior to such annual meeting; or (2) the tenth day following the day on which notice of the day of the annual meeting was mailed or public disclosure thereof was made by the Corporation, whichever first occurs. For purposes of calculating the first such notice period following adoption of this Amended and Restated Certificate of Incorporation, the first anniversary of the 1997 annual meeting shall be deemed to be the last day of the twelfth month following the consummation of the initial public offering of the Corporation’s Common Stock. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) relating to the nomination or nominations; (d) the class and number of shares of the Corporation which are beneficially owned by such stockholder and the person to be nominated as of the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such nominees as of the date of such stockholder’s notice; (e) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (f) consent of each nominee to serve as a director of the Corporation if so elected.

In addition, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a special meeting only pursuant to the Corporation’s notice of meeting or if written notice of such stockholder’s intent to make such nomination or nominations, setting forth the information and complying with the form described in the immediately preceding paragraph, has been received by the Secretary of the Corporation not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of (i) the sixtieth day prior to such meeting; or (ii) the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure thereof was made by the Corporation, whichever comes first.

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No person shall be eligible for election as director of the Corporation unless nominated in accordance with the procedures set forth in Article Eight, Section D. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that nomination was not made in accordance with the procedures prescribed by Article Eighth, Section D, and if he or she should so determine, the defective nomination shall be disregarded.

Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

NINTH:

A. Meetings of the stockholders may be held within or without the State of Delaware, as the By-Laws may provide. Commencing with the date of the consummation of the initial public offering of the Corporation’s Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by a consent in writing by any such holders. Subject to the rights of holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, dissolution or winding-up, special meetings of the stockholders of the Corporation may be called only by the holders of a majority of the outstanding shares of Common Stock or by a majority of the Board of Directors.

Except as otherwise required by law or by this Amended and Restated Certificate of Incorporation, the holders of not less than a majority in voting power of the shares entitled to vote at any meeting of stockholders; present in person or by proxy, shall constitute a quorum, and the act of the holders of a majority in voting power of the shares present in person or by proxy and entitled to vote on the subject matter shall be deemed the act of the stockholders. If a quorum shall fail to attend any meeting, the presiding officer may adjourn the meeting to another place, date or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with one-third (1/3) in voting power of the shares entitled to vote thereat constituting a quorum, then except as otherwise required by law, one-third (1/3) in voting power of the shares entitled to vote at such adjourned meeting, present in person or by proxy, shall constitute a quorum, and, except as otherwise required by law or this Amended and Restated Certificate of Incorporation, all matters shall be determined by the holders of a majority in voting power of the shares present in person or by proxy and entitled to vote on the subject matter.

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B. At any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (3) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholders must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be received not less than sixty (60) days nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary, notice by the stockholder to be timely must be so received not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of (1) the sixtieth day prior to such annual meeting; or (2) the tenth day following the date on which notice of the date of the annual meeting was mailed or public disclosure thereof was made, whichever first occurs. For purposes of calculating the first such notice period following adoption of this Amended and Restated Certificate of Incorporation, the first anniversary of the 1997 annual meeting shall be deemed to be the last day of the twelfth month following the consummation of the initial public offering of the Corporation’s Common Stock. Each such notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business; (c) the class, series and number of shares of the Corporation which are beneficially owned by the stockholder; and (d) and material interest of the stockholder in such business. To be properly brought before a special meeting (or any supplement thereto) given by or at the direction of the Board of Directors.

No business shall be conducted at any meeting of the stockholders except in accordance with the procedures set forth in Article Ninth, Section B. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of Article Ninth, Section B, and if he or she should so determine, any such business not properly brought before the meeting shall not be transacted. Nothing herein shall be deemed to affect the Corporation’s proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-8 thereunder.

The books of the Corporation may be kept outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

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TENTH:

A. In addition to any affirmative vote required by law or this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation, and except as otherwise expressly provided in Section B of Article Tenth, a Business Transaction (as hereinafter defined) with, or proposed by or on behalf of, any Interested Person (as hereinafter defined) or any Affiliate (as hereinafter defined) of any Interested Person or any person who thereafter would be an Affiliate of such Interested Person shall require approval by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by holders of all the then outstanding Voting Stock, voting together as one class, excluding Voting Stock beneficially owned by such Interested Person. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. The provisions of Article Tenth, Section A, shall not be applicable to any particular Business Transaction, and such Business Transaction shall require only such affirmative vote, if any, as is required by law or by any other provision of this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation, or any agreement with any national securities exchange, if either (1) the Business Transaction shall have been approved by a majority of the Board of Directors prior to such Interested Person first becoming an Interested Person or (2) prior to such Interested Person first becoming an Interested Person, a majority of he Board of Directors shall have approved such Interested Person becoming an Interested Person and, subsequently, a majority of the Independent Directors (as hereinafter defined) shall have approved the Business Transaction.

C. The following definitions shall apply with respect to Article Tenth.

1. The term “Affiliate” shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

2. A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates beneficially owns, directly or indirectly; (b) which such person or any of its Affiliates beneficially has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time or the occurrence of one or more events), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the beneficial owner of any security if the agreement, arrangement or understanding to vote such security arises solely from a revocable proxy or consent solicitation made pursuant to and in accordance with the Exchange Act, and is not also then reportable on Schedule 13D under the Exchange Act (or a comparable or successor report); or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock (except to the extent permitted by the proviso of clause (b)(ii) above). For the purposes of determining whether a person is an Interested Person pursuant to paragraph (7) of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this paragraph (2) of Section C, but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

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3. The term “Business Transaction” shall mean any of the following transactions when entered into by the Corporation or a subsidiary of the Corporation with, or upon a proposal by or on behalf of, any Interested Person or any Affiliate of any Interested Person:

(a) any merger or consolidation of the Corporation or any subsidiary with (i) any Interested Person or (ii) any other corporation which is, or after such merger or consolidation would be, an Affiliate of an Interested Person;

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Person of assets of the Corporation (other than Capital Stock (as hereinafter defined)) or of any subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding stock of the Corporation;

(c) any transaction that results in the issuance of shares or the transfer of treasury shares by the Corporation or by any subsidiary of the Corporation of any Capital Stock or any capital stock of such subsidiary to the Interested Person, except (i) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the Interested Person became such, (ii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the Interested Person became such, (iii) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock, (iv) any issuance of shares or transfer of treasury shares of Capital Stock by the Corporation, provided, however, that in the case of each of clauses (ii) through (iv) above there shall be no increase of more than one percent (1%) in the Interested Person’s proportionate share of the Capital Stock of any class or series or of the Voting Stock or (v) pursuant to a public offering or private placement by the Corporation to an Institutional Investor;

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(d) any reclassification of securities, recapitalization or other transaction involving the Corporation or any subsidiary of the Corporation which has the effect, directly or indirectly, of (i) increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested Person, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Person or (ii) increasing the voting power, whether or not then exercisable, of an Interested Person in any class or series of stock of the Corporation or any subsidiary of the Corporation;

(e) the adoption of any plan or proposal by or on behalf of an Interested Person for the liquidation or dissolution of the Corporation; or

(f) any receipt by the Interested Person of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, tax benefits or other financial benefits (other than those expressly permitted in subparagraphs (a) through (e) above) provided by or through the Corporation or any subsidiary.

4. The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article Fourth of this Amended and Restated Certificate of Incorporation.

5. The term “Independent Directors” shall mean the members of the Board of Directors who are not Affiliates or representatives of, or associated with, an Interested Person and who were either directors of the Corporation prior to any person becoming an Interested Person or were recommended for election or elected to succeed such directors by a vote which includes the affirmative vote of a majority of the Independent Directors.

6. The term “Institutional Investor” shall mean a person that (a) has acquired, or will acquire, all of its securities of the Corporation in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the Corporation, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Section 13 of the Exchange Act and Rule 13d-3(b) thereunder, and (b) is a registered broker dealer; a bank as defined in Section 3(a)(6) of the Exchange Act; an insurance company as defined in, or an investment company registered under, the Investment Company Act of 1940; an investment advisor registered under the Investment Advisors Act of 1940; an employee benefit plan or pension fund subject to the Employee Retirement Income Security Act of 1974 or an endowment fund; a patent holding company, provided that the aggregate amount held directly by the parent and directly and indirectly by its subsidiaries which are not persons specified in the foregoing subclauses of this clause (b) does not exceed one percent (1%) of the securities of the subject class; or a group, provided that all the members are persons specified in the foregoing subclauses of this clause (b).

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7. The term “Interested Person” shall mean any person (other than the Corporation, any subsidiary, any Permitted Holder, any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock; (b) has stated in a filing with any governmental agency or press release or otherwise publicly disclosed a plan or intention to become or consider becoming the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock and has not expressly abandoned such plan, intention or consideration more than two years prior to the date in question; or (c) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by holders of all then outstanding shares of Voting Stock.

8. The term “Permitted Holder” shall mean John H. Spielberger or any trust or nominee account in which he has effective control or beneficial interest. The term “person” shall mean individual, corporation, partnership, unincorporated association, trust or other entity.

9. The term “person” shall mean individual, corporation, partnership, unincorporated association, trust or other entity.

10. The term “subsidiary” means any company of which a majority of the voting securities are owned, directly or indirectly, by the Corporation.

11. The term “Voting Stock” shall mean Capital Stock of any class or series entitled to vote in the election of directors generally.

D. A majority of the Independent Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, for the purposes of (1) Article Tenth, all questions arising under Article Tenth including, without limitation (a) whether a person is an Interested Person, (b) the number of shares of Capital Stock or other securities beneficially owned by any person; and (c) whether a person is an Affiliate of another; and (2) this Amended and Restated Certificate of Incorporation, the question of whether a person is an Interested Person. Any such determination made in good faith shall be binding and conclusive on all parties.

E. Nothing contained in Article Tenth shall be construed to relieve any Interested Person from any fiduciary obligation imposed by law.

ELEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

13

TWELFTH: The Corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The Board of Directors of the Corporation may, in its discretion, authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liabilities asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the foregoing paragraph of this Article Eleventh.

THIRTEENTH: No director of the Corporation shall be personally liable to the Corporation or any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director, provided that this Article Thirteenth shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Thirteenth shall apply to or have an effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal.

FOURTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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IN WITNESS WHEREOF, SysComm International Corporation has caused this Certificate to be signed by John H. Spielberger, President and by Dennis R. Wilson, Secretary, this 21^st day of April, 1997.

SYSCOMM INTERNATIONAL CORPORATION
By:	/s/ JOHN H. SPIELBERGER
	JOHN H. SPIELBERGER, President
By:	/s/ DENNIS R. WILSON
	DENNIS R. WILSON, Secretary

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

•	First:	That at the annual meeting of the stockholders of SysComm International Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation. The resolution setting forth the proposed amendment is as follows:
		Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:
		“The total number of shares of stock which the Corporation shall have the authority to issue is eighty-five million (85,000,000) shares of common stock with a par value of One Cent ($0.01) per share consisting of eighty million (80,000,000) shares of common stock and five million (5,000,000) shares of preferred stock.”
•	Second:	That thereafter, such meeting of the stockholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
•	Third:	That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
•	Fourth:	That the capital of said corporation shall not be reduced under or by reason of said amendment.

By:	/s/ ANAT EBENSTEIN
	Name:	Anat Ebenstein, as President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/22/2002
020202879 — 2139479

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

•	First:	That at the annual meeting of the stockholders of SysComm International Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation. The resolution setting forth the proposed amendment is as follows:
		Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:
		“The name of the Corporation is InfoTech USA, Inc.”
•	Second:	That thereafter, such meeting of the stockholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
•	Third:	That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
•	Fourth:	That the capital of said corporation shall not be reduced under or by reason of said amendment.

By:	/s/ J. ROBERT PATTERSON
	Name:	J. Robert Patterson
	Title:	Vice President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/09/2003
030233596 — 2139479

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INFOTECH USA, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter referred to as the “corporation”) is InfoTech USA, Inc.

2. The Certificate of Incorporation of the corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

FIRST: The name of the corporation is IFTH Acquisition Corp.

3. This Certificate of Amendment of Certificate of Incorporation shall become effective at 11:59 p.m. on December 31, 2007.

4. This Certificate of Amendment of the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on December 31, 2007.

/s/ J. Robert Patterson  

J. Robert Patterson, Vice President 

EX-10.2

Exhibit 10.2

IFTH ACQUISITION CORP.
STOCK OPTION AGREEMENT
(NON-PLAN)

THIS STOCK OPTION AGREEMENT (the “Stock Option Agreement”) is entered into as of the                      day of                     , by and between IFTH Acquisition Corp., a Delaware corporation (the “Company”) and                      (the “Grantee”).

WITNESSETH

WHEREAS, the Company has determined that it is in the best interests of the Company to grant to the Grantee a stock option covering shares of the common stock of the Company (the “Common Stock”) to be issued outside of any Company stock option plan; and

WHEREAS, the Grantee desires to accept the stock option and agrees to be bound by the terms and conditions of this Stock Option Agreement.

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

1. Grant of Option. The Company, subject to the terms and conditions of this Stock Option Agreement, hereby grants to the Grantee, effective                      (the “Grant Date”), the right to purchase from the Company at a price of $                     per share (the “Exercise Price”) an aggregate of                      shares of Common Stock (the “Option”), purchasable as set forth in, and subject to the terms and conditions of, this Stock Option Agreement.

2. Administration of Option. The Board of Directors of the Company (the “Board”) shall administer the Option. The Board shall have the authority, in its sole and absolute discretion, to construe and interpret the terms of this Stock Option Agreement, and to make all other determinations deemed necessary or advisable for administering this Stock Option Agreement. Each determination, interpretation and other action made or taken pursuant to the provisions of this Stock Option Agreement by the Board in good faith shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Grantee and the Company, and their respective heirs, executors, administrators, personal representatives and other successors in interest.

3. Vesting and Exercisability of Option. Subject to the limitations on exercise in Section 8 of this Stock Option Agreement, the Grantee’s interest in the Option shall vest and be exercisable immediately on the Grant Date.

4. Term of Option. The Option shall expire and terminate and cease to be exercisable with respect to any shares of Common Stock at 5:00 p.m. on                     .

5. Exercise of Option.

(a) The Option may be exercised by delivering to the Company a written or electronic notice of the Grantee’s intention to exercise the Option, which shall set forth, inter alia, (1) the Grantee’s election to exercise the Option, (2) the number of full shares of Common Stock being purchased, (3) at the request of the Company, any representations, warranties and agreements regarding the Grantee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws, and (4) payment in full of the aggregate Exercise Price.

(b) The Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities law, as they are in effect on the date of exercise.

(c) Payment of the aggregate Exercise Price and any applicable withholding taxes may be made by one of the following methods:

(i) By cash, certified or cashiers’ check, bank draft or money order; or

(ii) Through a “cashless exercise sale and remittance procedure” pursuant to which the Grantee shall concurrently provide irrevocable instructions (1) to a brokerage firm approved by the Company to effect the immediate sale of the purchased shares and remit to the Company, out of the sales proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable through the purchased shares plus applicable federal, state and local income, employment, excise, foreign and other taxes required to be withheld by the Company by reason of such exercise and (2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

6. Nontransferability of Option. The Option is personal and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process, except that the Option may be transferred in whole or in part by will or the laws of descent and distribution.

7. Shares; Adjustment Provisions.

(a) Shares of Common Stock to be issued under this Stock Option Agreement shall be made available, at the discretion of the Board, either from authorized but unissued shares, from issued shares reacquired by the Company or from shares purchased by the Company on the open market specifically for this purpose.

(b) The existence of this Stock Option Agreement and the Option granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company or any affiliate, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the shares of Common Stock, the authorization or issuance of additional shares of Common Stock, the dissolution or liquidation of the Company or any affiliate or sale or transfer of all or part of the assets or business of the Company or any affiliate, or any other corporate act or proceeding.

2

(c) If there is any change in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, or otherwise, the number of shares subject to this Option and the Exercise Price thereof, as applicable, shall be appropriately adjusted by the Board.

8. Maximum Exercise.

(a) Notwithstanding anything herein to the contrary, in no event will the Grantee be entitled to exercise any portion of the Option in excess of that portion of any stock options of the Company issued to Grantee that, upon exercise, the sum of which (i) the number of shares of common stock of the Company beneficially owned by Grantee (other than shares of common stock that may be deemed beneficially owned through the ownership of the unexercised portion of any stock options of the Company issued to Grantee or the unexercised or unconverted portion of any other security of Grantee subject to a limitation on conversion analogous to the limitations contained herein) and (ii) the number of shares of common stock of the Company issuable upon the exercise of the portion of Grantee’s Option with respect to which the determination of this proviso is being made, would result in Beneficial Ownership by Grantee and his or her Affiliates of any amount greater than 4.99% of the then outstanding shares of common stock of the Company (whether or not, at the time of such exercise, the Grantee and his or her Affiliates beneficially own more than 4.99% of the then outstanding shares of common stock of the Company). In the event the Grantee is not able to exercise any portion of the Option due to the exercise limitations of this Section 8(a), such unexercised portion of the Option will remain outstanding until the earlier to occur of (x) the Grantee’s exercise of the unexercised portion in accordance with the terms and conditions of this Stock Option Agreement, including this Section 8, or (y)                     . However, the limitations imposed by this Section 8 do not apply to an Option exercised by the Grantee in accordance with the “cashless exercise sale and remittance procedure” set forth in Section 5(c)(ii) of this Stock Option Agreement.

(b) As used in this Section 8, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).   As used in this Section 8 the term “Beneficial Ownership” shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in this Section 8(a)(i) above.

3

9. Tax Withholding. The Company’s obligation to deliver shares upon the exercise of the Option shall be subject to the Grantee’s satisfaction of all applicable Federal, state and local income, excise, and employment tax withholding requirements tax obligations. The Grantee may satisfy any such tax obligations in any of the manners provided in Section 5(c) above for payment of the purchase price. The Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any tax obligations not timely satisfied.

10. Notices. All notices and other communications under this Stock Option Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile or telex, (c) one (1) day after delivery to an overnight delivery courier, or (d) on the fifth (5^th) day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail. If to the Company, any notice shall be sent to:

IFTH Acquisition Corp.
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445

If to the Grantee, any notice shall be sent to:
                                        
                                        
                                        

Either party hereto may change such party’s address for notices by notice duly given pursuant hereto.

11. Rights as a Stockholder. Neither the Grantee nor any of the Grantee’s successors in interest shall have any rights as a stockholder with respect to any shares of Common Stock subject to the Option until the Grantee or his successor, as the case may be, shall have become the holder of record of such shares, and no adjustments shall be made for dividends in cash or other property or distributions or other rights in respect to any such shares, except as otherwise specifically provided for herein.

12. Securities Law Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Grantee upon exercise of such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Grantee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Grantee hereby represents and warrants that (i) neither the offering nor the sale of the Option Shares has been registered under the Securities Act in reliance upon exemptions from the registration provisions of the Securities Act, (ii) the Option Shares purchased by the Investor must be held by it indefinitely unless (A) the sale or transfer thereof (1) is subsequently registered under the Securities Act, or an exemption from such registration is available, or (2) such transfer does not constitute an “offer” or a “sale” within the meaning of the Securities Act,

4

and (B) such transfer of the Option Shares is subject to receipt by the Company, in its sole discretion, of an opinion of counsel satisfactory to it that such transfer will be in full compliance with all applicable laws relating to registration of securities or exemptions therefrom, (iii) the Company is under no obligation to register the Option Shares on the Grantee’s behalf or to assist the Grantee in complying with any exemption from registration, and (iv) the officers of the Company will rely upon the representations and warranties made by the Grantee in this Agreement in order to establish such exemption from the registration provisions of the Securities Act. Each certificate representing Option Shares shall bear any legends that may be required by the Company or by any federal or state securities laws. Further, if the Company decides, in its sole and absolute discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary or desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company.

13. Accredited Investor. The Grantee currently qualifies, and at the time of the sale of the Option subscribed for herein will qualify, as an Accredited Investor, as that term is defined in Regulation D promulgated under the Securities Act.

14. Headings. The headings of the sections of this Stock Option Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

15. Amendments. This Stock Option Agreement may be amended or modified at any time only by an instrument in writing signed by each of the parties hereto.

16. Waiver. No waiver by either party hereto, at any time, of any breach by the other party of, or compliance with, any condition or provision of this Stock Option Agreement to be performed by such other party, shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No modification or waiver of any of the provisions of this Stock Option Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. The failure of any party hereto at any time to require performance by another party of any provision of this Stock Option Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Stock Option Agreement 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 right under this Stock Option Agreement.

17. Benefits of Agreement. This Stock Option Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the Grantee and all rights granted to the Company under this Stock Option Agreement shall be binding upon the Grantee and, to the limited extent set forth herein, the Grantee’s heirs, legal representatives and successors. No other person shall have any rights under this Stock Option Agreement.

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18. Severability. If any one or more provisions of this Stock Option Agreement is deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the remaining legal and enforceable provisions herein, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

19. Entire Agreement. This Stock Option Agreement contains the entire understanding and agreement between the parties hereto, and supersedes all prior understandings and agreements between them respecting the subject matter hereof.

20. Governing Law/Jurisdiction. This Stock Option Agreement shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Florida without regard to its principles of conflict of laws. The parties hereby consent to jurisdiction over their persons in the State of Florida and hereby irrevocably consent to exclusive jurisdiction of any court located within Palm Beach County, Florida.

21. Counterparts. This Stock Option Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

6

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Stock Option Agreement as of the day and year first above written.

IFTH ACQUISITION CORP.

By: 

Name:

Title:

                    , Grantee

7

EX-10.5

Exhibit 10.5

SYSCOMM INTERNATIONAL CORPORATION
2001 FLEXIBLE STOCK PLAN

(As Amended and Restated on December 4, 2008)

TABLE OF CONTENTS

(As Amended and Restated on December 4, 2008)

	Page
1. NAME AND PURPOSE		1
1.1. Name		1
1.2. Purpose		1
2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION		1
2.1. General Definitions		1
2.1.1. Affiliate		1
2.1.2. Agreement		1
2.1.3. Benefit		1
2.1.4. Board		1
2.1.5. Cash Award		1
2.1.6. Change of Control		2
2.1.7. Code		3
2.1.8. Company		3
2.1.9. Committee		3
2.1.10. Common Stock		4
2.1.11. Effective Date		4
2.1.12. Employee		4
2.1.13. Employer		4
2.1.14. Exchange Act		4
2.1.15. Fair Market Value		4
2.1.16. Fiscal Year		4
2.1.17. ISO		5
2.1.18. NQSO		5
2.1.19. Option		5
2.1.20. Other Stock Based Award		5
2.1.21. Parent		5
2.1.22. Participant		5
2.1.23. Performance Based Compensation		5
2.1.24. Performance Share		5
2.1.25. Plan		6
2.1.26. Reload Option		6
2.1.27. Restricted Stock		6
2.1.28. Rule 16b-3		6
2.1.29. SEC		6
2.1.30. Share		6
2.1.31. SAR		6
2.1.32. Subsidiary		6
2.2. Other Definitions		6
2.3. Conflicts		6

i

	Page
3. COMMON STOCK		7
3.1. Number of Shares		7
3.2. Reusage		7
3.3. Adjustments		7
4. ELIGIBILITY		7
4.1. Determined By Committee.		7
5. ADMINISTRATION		8
5.1. Committee		8
5.2. Authority		8
5.3. Delegation		9
5.4. Determination		9
6. AMENDMENT		9
6.1. Power of Board		9
6.2. Limitation		9
7. TERM AND TERMINATION		9
7.1. Term		9
7.2. Termination		9
8. MODIFICATION OR TERMINATION OF BENEFITS		10
8.1. General		10
8.2. Committee’s Right		10
9. CHANGE OF CONTROL		10
9.1. Vesting and Payment		10
9.2. Other Action		10
10. AGREEMENTS AND CERTAIN BENEFITS		11
10.1. Grant Evidenced by Agreement		11
10.2. Provisions of Agreement		11
10.3. Transferability		11
11. REPLACEMENT AND TANDEM AWARDS		11
11.1. Replacement		11
11.2. Tandem Awards		11
12. PAYMENT AND WITHHOLDING		12
12.1. Payment		12
12.3. Dividend Equivalents		12
12.3. Withholding		12
13. OPTIONS		13
13.1. Types of Options		13
13.2. Grant of ISOs and Option Price		13
13.3. Other Requirements for ISOs		13

ii

	Page
13.4. NQSOs		13
13.5. Determination by Committee		13
14. SARS		13
14.1. Grant and Payment		13
14.2. Grant of Tandem Award		13
14.3. ISO Tandem Award		13
14.4. Payment of Award		13
15. ANNUAL LIMITATIONS		14
15.1. Limitation on Options and SARs		14
15.2. Computations		14
16. RESTRICTED STOCK AND PERFORMANCE SHARES		14
16.1. Restricted Stock		14
16.2. Cost of Restricted Stock		14
16.3. Non-Transferability		14
16.4. Performance Shares		15
16.5. Grant		15
17. CASH AWARDS		15
17.1. Grant		15
17.2. Rule 16b-3		15
17.3. Restrictions		15
18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS		15
18.1. Other Stock Based Awards		15
18.2. Other Benefits		15
19. MISCELLANEOUS PROVISIONS		16
19.1. Underscored References		16
19.2. Number and Gender		16
19.3. Unfunded Status of Plan		16
19.4. Termination of Employment		16
19.5. Designation of Beneficiary		16
19.6. Governing Law		17
19.7. Purchase for Investment		17
19.8. No Employment Contract		17
19.9. No Effect on Other Benefits		17

iii

SYSCOMM INTERNATIONAL CORPORATION
2001 FLEXIBLE STOCK PLAN

(As Amended and Restated on December 4, 2008)

1. NAME AND PURPOSE

1.1. Name.

The name of this Plan is the “SysComm International Corporation 2001 Flexible Stock Plan.”

1.2. Purpose.

The Company has established this Plan to attract, retain, motivate and reward Employees and other individuals, to encourage ownership of the Company’s Common Stock by Employees and other individuals, and to promote and further the best interests of the Company by granting cash and other awards. This Plan is intended to be “Broadly Based” (as such term is used for purposes of rules promulgated by The National Association of Securities Dealers).

2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1. General Definitions.

The following words and phrases, when used in the Plan, unless otherwise specifically defined or unless the context clearly otherwise requires, shall have the following respective meanings:

2.1.1. Affiliate.

Parent or Subsidiary of the Company.

2.1.2. Agreement.

The document which evidences the grant of any Benefit under the Plan and which sets forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit.

2.1.3. Benefit.

Any benefit granted to a Participant under the Plan.

2.1.4. Board.

The Board of Directors of the Company.

2.1.5. Cash Award.

A Benefit payable in the form of cash.

2.1.6. Change of Control.

The occurrence of any of the following:

(a) An acquisition of any Common Stock or other voting securities of the Company entitled to vote generally for the election of directors (the “Voting Securities”) by any “Person” or “Group” (as each such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person or Group, as the case may be, has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 20% of the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change of Control has occurred, shares of Common Stock or Voting Securities that are acquired in a Non-Control Acquisition (as defined below) shall not constitute an acquisition which would cause a Change of Control. A “Non-Control Acquisition” shall mean an acquisition by (i) the Company, (ii) any Subsidiary or (iii) any employee benefit plan maintained by the Company or any Subsidiary, including a trust forming part of any such plan (an “Employee Benefit Plan”);

(b) When, during any 2-year period, individuals who, at the beginning of the 2-year period, constitute the Board (the “Incumbent Board”), cease for any reason to constitute at least 50% of the members of the Board; provided, however, that (i) if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes hereof, be deemed to be a member of the Incumbent Board; and (ii) no individual shall be deemed to be a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(c) The consummation of:

(i) a merger, consolidation or reorganization involving the Company or any Subsidiary, unless the merger, consolidation or reorganization is a Non-Control Transaction. A “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company or any Subsidiary where:

(A) the shareholders of the Company immediately prior to the merger, consolidation or reorganization own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Common Stock or Voting Securities, as the case maybe, immediately prior to the merger, consolidation or reorganization,

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(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Corporation, and

(C) no Person or Group, other than (1) the Company, (2) any Subsidiary, (3) any Employee Benefit Plan or (4) any other Person or Group who, immediately prior to the merger, consolidation or reorganization, had Beneficial Ownership of not less than 20% of the then outstanding Voting Securities or Common Stock, has Beneficial Ownership of 20% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities or common stock;

(ii) a complete liquidation or dissolution of the Company; or

(iii) the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred solely because any Person or Group (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities or Common Stock of the Company as a result of an acquisition of Voting Securities or Common Stock by the Company which, by reducing the number of shares of Voting Securities or Common Stock then outstanding, increases the proportional number of shares beneficially owned by the Subject Person; provided, however, that if a Change of Control would have occurred (but for the operation of this sentence) as a result of the acquisition of Voting Securities or Common Stock by the Company, and after such acquisition by the Company, the Subject Person becomes the beneficial owner of any additional shares of Voting Securities or Common Stock, which increases the percentage of the then outstanding shares of Voting Securities or Common Stock beneficially owned by the Subject Person, then a Change of Control shall be deemed to have occurred. In addition, notwithstanding the foregoing, the acquisition or ownership of any Common Stock or Voting Securities by Applied Digital Solutions, Inc. and its Affiliates (determined as if it was the Company) shall not cause or result in a Change of Control.

2.1.7. Code.

The Internal Revenue Code of 1986, as amended. Any reference to the Code includes the regulations promulgated pursuant to the Code.

2.1.8. Company.

SysComm International Corporation.

2.1.9. Committee.

The Committee described in Section 5.1.

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2.1.10. Common Stock.

The Company’s common stock which presently has a par value of $.01 per Share.

2.1.11. Effective Date.

The date that the Plan is approved by the shareholders of the Company which must occur within one year before or after approval by the Board. Any grants of Benefits prior to the approval by the shareholders of the Company shall be void if such approval is not obtained.

2.1.12. Employee.

Any person employed by the Employer.

2.1.13. Employer.

The Company and all Affiliates.

2.1.14. Exchange Act.

The Securities Exchange Act of 1934, as amended.

2.1.15. Fair Market Value.

(i) If the Shares are traded on the OTC Bulletin Board, the closing price of Shares on the OTC Bulletin Board on a given date, or, in the absence of sales on a given date, the closing price on the OTC Bulletin Board on the last day on which a sale of Shares on the OTC Bulletin Board occurred prior to such date.

(ii) If the Shares are listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the closing sales price for the Shares (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Shares) on the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable.

(iii) In the absence of an established market for the Shares, and if the Shares are not traded on the OTC Bulletin Board, as determined in good faith by the Committee.

2.1.16. Fiscal Year.

The taxable year of the Company which is the calendar year.

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2.1.17. ISO.

An Incentive Stock Option as defined in Section 422 of the Code.

2.1.18. NQSO.

A non-qualified stock Option, which is an Option that does not qualify as an ISO.

2.1.19. Option.

An option to purchase Shares granted under the Plan.

2.1.20. Other Stock Based Award.

An award under Section 18 that is valued in whole or in part by reference to, or otherwise based on, Common Stock.

2.1.21. Parent.

Any corporation (other than the Company or a Subsidiary) in an unbroken chain of corporations ending with the Company, if, at the time of the grant of an Option or other Benefit, each of the corporations (other than the Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.1.22. Participant.

An individual who is granted a Benefit under the Plan. Benefits may be granted only to Employees, members of the Board, employees and owners of entities which are not Affiliates but which have a direct or indirect ownership interest in an Employer or in which an Employer has a direct or indirect ownership interest, individuals who, and employees and owners of entities which, are customers and suppliers of an Employer, individuals who, and employees and owners of entities which, render services to an Employer, and individuals who, and employees and owners of entities, which have ownership or business affiliations with any individual or entity previously described.

2.1.23. Performance Based Compensation.

Compensation which meets the requirements of Section 162(m)(4)(C) of the Code.

2.1.24. Performance Share.

A Share awarded to a Participant under Section 16.5 of the Plan.

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2.1.25. Plan.

The SysComm International Corporation 2001 Flexible Stock Plan and all amendments and supplements to it.

2.1.26. Reload Option.

An Option to purchase the number of Shares used by a Participant to exercise an Option and to satisfy any withholding requirement incident to the exercise of such Option.

2.1.27. Restricted Stock.

Shares issued under Section 16.1 of the Plan.

2.1.28. Rule 16b-3.

Rule 16b-3 promulgated by the SEC, as amended, or any successor rule in effect from time to time.

2.1.29. SEC.

The Securities and Exchange Commission.

2.1.30. Share.

A share of Common Stock.

2.1.31. SAR.

A stock appreciation right, which is the right to receive an amount equal to the appreciation, if any, in the Fair Market Value of a Share from the date of the grant of the right to the date of its payment.

2.1.32. Subsidiary.

Any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of grant of an Option or other Benefit, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.2. Other Definitions.

In addition to the above definitions, certain words and phrases used in the Plan and any Agreement may be defined in other portions of the Plan or in such Agreement.

2.3. Conflicts.

In the case of any conflict in the terms of the Plan relating to a Benefit, the provisions in the section of the Plan which specifically grants such Benefit shall control those in a different section. In the case of any conflict between the terms of the Plan relating to a Benefit and the terms of an Agreement relating to a Benefit, the terms of the Plan shall control.

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3. COMMON STOCK

3.1. Number of Shares.

The number of Shares which may be issued or sold or for which Options, SARs or Performance Shares may be granted under the Plan shall be 2,500,000 Shares, plus an annual increase, effective as of the first day of each calendar year, commencing with 2002, equal to 25% of the number of outstanding Shares as of the first day of such calendar year, but in no event more than 10,000,000 Shares in the aggregate. Such Shares may be authorized but unissued Shares, Shares held in the treasury, or both. The full number of Shares available may be used for any type of Option or other Benefit.

3.2. Reusage.

If an Option or SAR expires or is terminated, surrendered, or canceled without having been fully exercised, if Restricted Shares or Performance Shares are forfeited, or if any other grant results in any Shares not being issued, the Shares covered by such Option or SAR, grant of Restricted Shares, Performance Shares or other grant, as the case may be, shall again be available for use under the Plan. Any Shares which are used as full or partial payment to the Company upon exercise of an Option or for any other Benefit that requires a payment to the Company shall be available for purposes of the Plan.

3.3. Adjustments.

If there is any change in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, or otherwise, the number of SARs and number and class of shares available for Options and grants of Restricted Stock, Performance Shares and Other Stock Based Awards and the number of Shares subject to outstanding Options, SARs, grants of Restricted Stock which are not vested, grants of Performance Shares which are not vested, and Other Stock Based Awards, and the price thereof, as applicable, shall be appropriately adjusted by the Committee.

4. ELIGIBILITY

4.1. Determined By Committee.

The Participants and the Benefits they receive under the Plan shall be determined solely by the Committee. In making its determinations, the Committee shall consider past, present and expected future contributions of Participants and potential Participants to the Employer, including, without limitation, the performance of, or the refraining from the performance of, services. Unless specifically provided otherwise herein, all determinations of the Committee in connection with the Plan or an Agreement shall be made in its sole discretion.

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5. ADMINISTRATION

5.1. Committee.

The Plan shall be administered by the Committee. The Committee shall consist of the Board, unless the Board appoints a Committee of two or more but less than all of the Board. If the Committee does not include the entire Board, it shall serve at the pleasure of the Board, which may from time to time appoint members in substitution for members previously appointed and fill vacancies, however caused, in the Committee. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee made at a meeting at which a quorum is present shall be made by a majority of its members present at the meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

5.2. Authority.

Subject to the terms of the Plan, the Committee shall have discretionary authority to:

(a) determine the individuals to whom Benefits are granted, the type and amounts of Benefits to be granted and the date of issuance and duration of all such grants;

(b) determine the terms, conditions and provisions of, and restrictions relating to, each Benefit granted;

(c) interpret and construe the Plan and all Agreements;

(d) prescribe, amend and rescind rules and regulations relating to the Plan;

(e) determine the content and form of all Agreements;

(f) determine all questions relating to Benefits under the Plan;

(g) maintain accounts, records and ledgers relating to Benefits;

(h) maintain records concerning its decisions and proceedings;

(i) employ agents, attorneys, accountants or other persons for such purposes as the Committee considers necessary or desirable;

(j) take, at any time, any action described in Section 9.1 or permitted by Section 9.2(a), irrespective of whether any Change of Control has occurred or is imminent;

(k) determine, except to the extent otherwise provided in the Plan, whether and the extent to which Benefits under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation, and to take such action, establish such procedures, and impose such restrictions at the time such Benefits are granted as the Committee determines to be necessary or appropriate to conform to such requirements; and

(l) do and perform all acts which it may deem necessary or appropriate for the administration of the Plan and carry out the purposes of the Plan.

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5.3. Delegation.

Except as required by Rule 16b-3 with respect to grants of Options, Stock Appreciation Awards, Performance Shares, Other Stock Based Awards, or other Benefits to individuals who are subject to Section 16 of the Exchange Act or as otherwise required for compliance with Rule 16b-3 or other applicable law, the Committee may delegate all or any part of its authority under the Plan to any Employee, Employees or committee.

5.4. Determination.

All determinations of the Committee shall be final.

6. AMENDMENT

6.1. Power of Board.

Except as hereinafter provided, the Board shall have the sole right and power to amend the Plan at any time and from time to time.

6.2. Limitation.

The Board may not amend the Plan, without approval of the shareholder of the Company:

(a) in a manner which would cause Options which are intended to qualify as ISOs to fail to qualify;

(b) in a manner which would cause the Plan to fail to meet the requirements of Rule 16b-3; or

(c) in a manner which would violate applicable law.

7. TERM AND TERMINATION

7.1. Term.

The Plan shall commence as of the Effective Date and, subject to the terms of the Plan, including those requiring approval by the shareholders of the Company and those limiting the period over which ISOs or any other Benefits may be granted, shall continue in full force and effect until terminated.

7.2. Termination.

The Plan may be terminated at any time by the Board.

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8. MODIFICATION OR TERMINATION OF BENEFITS

8.1. General.

Subject to the provisions of Section 8.2, the amendment or termination of the Plan shall not adversely affect a Participant’s right to any Benefit granted prior to such amendment or termination.

8.2. Committee’s Right.

Any Benefit granted may be converted, modified, forfeited or canceled, in whole or in part, by the Committee if and to the extent permitted in the Plan or applicable Agreement or with the consent of the Participant to whom such Benefit was granted. Except as may be provided in an Agreement, the Committee may, in its sole discretion, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Benefit.

9. CHANGE OF CONTROL

9.1. Vesting and Payment.

In the event of a Change of Control:

(a) all outstanding Options shall become fully exercisable, except to the extent that the right to exercise the Option is subject to restrictions established in connection with an SAR that is issued in tandem with the Option;

(b) all outstanding SARs shall become immediately payable, except to the extent that the right to exercise the SAR is subject to restrictions established in connection with an Option that is issued in tandem with the SAR;

(c) all Shares of Restricted Stock shall become fully vested;

(d) all Performance Shares shall be deemed to be fully earned and shall be paid out in such manner as determined by the Committee; and

(e) all Cash Awards, Other Stock Based Awards and other Benefits shall become fully vested and/or earned and paid out in such manner as determined by the Committee.

9.2. Other Action.

In the event of a Change of Control, the Committee, in its sole discretion, may, in addition to the provisions of Section 9.1 above and to the extent not inconsistent therewith:

(a) provide for the purchase of any Benefit for an amount of cash equal to the amount which could have been attained upon the exercise or realization of such Benefit;

(b) make such adjustment to the Benefits then outstanding as the Committee deems appropriate to reflect such transaction or change; and/or

(c) cause the Benefits then outstanding to be assumed, or new Benefits substituted therefor, by the surviving corporation in such change.

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10. AGREEMENTS AND CERTAIN BENEFITS

10.1. Grant Evidenced by Agreement.

The grant of any Benefit under the Plan may be evidenced by an Agreement which shall describe the specific Benefit granted and the terms and conditions of the Benefit. The granting of any Benefit shall be subject to, and conditioned upon, the recipient’s execution of any Agreement required by the Committee. Except as otherwise provided in an Agreement, all capitalized terms used in the Agreement shall have the same meaning as in the Plan, and the Agreement shall be subject to all of the terms of the Plan.

10.2. Provisions of Agreement.

Each Agreement shall contain such provisions that the Committee shall determine to be necessary, desirable and appropriate for the Benefit granted which may include, but not necessarily be limited to, the following with respect to any Benefit: description of the type of Benefit; the Benefit’s duration; its transferability; if an Option, the exercise price, the exercise period and the person or persons who may exercise the Option; the effect upon such Benefit of the Participant’s death, disability, changes of duties or termination of employment; the Benefit’s conditions; when, if, and how any Benefit may be forfeited, converted into another Benefit, modified, exchanged for another Benefit, or replaced; and the restrictions on any Shares purchased or granted under the Plan.

10.3. Transferability.

Unless otherwise specified in an Agreement or permitted by the Committee, each Benefit granted shall be not transferable other than by will or the laws of descent and distribution and shall be exercisable during a Participant’s lifetime only by him.

11. REPLACEMENT AND TANDEM AWARDS

11.1. Replacement.

The Committee may permit a Participant to elect to surrender a Benefit in exchange for a new Benefit.

11.2. Tandem Awards.

Awards may be granted by the Committee in tandem. However, no Benefit may be granted in tandem with an ISO except SARs.

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12. PAYMENT AND WITHHOLDING

12.1. Payment.

Upon the exercise of an Option or in the case of any other Benefit that requires a payment by a Participant to the Company, the amount due the Company is to be paid:

(a) in cash, including by means of a so-called “cashless exercise” of an Option;

(b) by the surrender of all or part of a Benefit (including the Benefit being exercised);

(c) by the tender to the Company of Shares owned by the optionee and registered in his name having a Fair Market Value equal to the amount due to the Company;

(d) in other property, rights and credits deemed acceptable by the Committee, including the Participant’s promissory note;

(e) by any combination of the payment methods specified in (a), (b), (c) and (d) above.

Notwithstanding, the foregoing, any method of payment other than (a) may be used only with the consent of the Committee or if and to the extent so provided in an Agreement. The proceeds of the sale of Shares purchased pursuant to an Option and any payment to the Company for other Benefits shall be added to the general funds of the Company or to the Shares held in treasury, as the case may be, and used for the corporate purposes of the Company as the Board shall determine.

12.2. Dividend Equivalents.

Grants of Benefits in Shares or Share equivalents may include dividend equivalent payments or dividend credit rights.

12.3. Withholding.

The Company may, at the time any distribution is made under the Plan, whether in cash or in Shares, or at the time any Option is exercised, withhold from such distribution or Shares issuable upon the exercise of an Option, any amount necessary to satisfy federal, state and local income and/or other tax withholding requirements with respect to such distribution or exercise of such Options. The Committee or the Company may require a participant to tender to the Company cash and/or Shares in the amount necessary to comply with any such withholding requirements.

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13. OPTIONS

13.1. Types of Options.

It is intended that both ISOs and NQSOs, which may be Reload Options, may be granted by the Committee under the Plan.

13.2. Grant of ISOs and Option Price.

Each ISO must be granted to an Employee and granted within ten years from the earlier of the date of adoption by the Board or the Effective Date. The purchase price for Shares under any ISO shall be no less than the Fair Market Value of the Shares at the time the Option is granted.

13.3. Other Requirements for ISOs.

The terms of each Option which is intended to qualify as an ISO shall meet all requirements of Section 422 of the Code.

13.4. NQSOs.

The terms of each NQSO shall provide that such Option will not be treated as an ISO. The purchase price for Shares under any NQSO shall be no less than 100% of the Fair Market Value of the Shares at the time the Option is granted.

13.5. Determination by Committee.

Except as otherwise provided in Section 13.2 through Section 13.4, the terms of all Options shall be determined by the Committee.

14. SARS

14.1. Grant and Payment.

The Committee may grant SARs. Upon electing to receive payment of a SAR, a Participant shall receive payment in cash, in Shares, or in any combination of cash and Shares, as the Committee shall determine.

14.2. Grant of Tandem Award.

The Committee may grant SARs in tandem with an Option, in which case: the exercise of the Option shall cause a correlative reduction in SARs standing to a Participant’s credit which were granted in tandem with the Option; and the payment of SARs shall cause a correlative reduction of the Shares under such Option.

14.3. ISO Tandem Award.

When SARs are granted in tandem with an ISO, the SARs shall have such terms and conditions as shall be required for the ISO to qualify as an ISO.

14.4. Payment of Award.

SARs shall be paid by the Company to a Participant, to the extent payment is elected by the Participant (and is otherwise due and payable), as soon as practicable after the date on which such election is made.

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15. ANNUAL LIMITATIONS

15.1. Limitation on Options and SARs.

The number of (a) Shares covered by Options where the purchase price is no less than the Fair Market Value of the Shares on the date of grant plus (b) SARs which may be granted to any Participant in any Fiscal Year shall not exceed $1,250,000.

15.2. Computations.

For purposes of Section 15.1: Shares covered by an Option that is canceled shall count against the maximum, and, if the exercise price under an Option is reduced, the transaction shall be treated as a cancellation of the Option and a grant of a new Option; and SARs covered by a grant of SARs that is canceled shall count against the maximum, and, if the Fair Market Value of a Share on which the appreciation under a grant of SARs will be calculated is reduced, the transaction will be treated as a cancellation of the SARs and the grant of a new grant of SARs.

16. RESTRICTED STOCK AND PERFORMANCE SHARES

16.1. Restricted Stock.

The Committee may grant Benefits in Shares available under Section 3 of the Plan as Restricted Stock. Shares of Restricted Stock shall be issued and delivered at the time of the grant or as otherwise determined by the Committee, but shall be subject to forfeiture until provided otherwise in the applicable Agreement or the Plan. Each certificate representing Shares of Restricted Stock shall bear a legend referring to the Plan and the risk of forfeiture of the Shares and stating that such Shares are nontransferable until all restrictions have been satisfied and the legend has been removed. At the discretion of the Committee, the grantee may or may not be entitled to full voting and dividend rights with respect to all shares of Restricted Stock from the date of grant.

16.2. Cost of Restricted Stock.

Unless otherwise determined by the Committee, grants of Shares of Restricted Stock shall be made at a per Share cost to the Participant equal to par value.

16.3. Non-Transferability.

Shares of Restricted Stock shall not be transferable until after the removal of the legend with respect to such Shares.

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16.4. Performance Shares.

Performance Shares are the right of an individual to whom a grant of such Shares is made to receive Shares or cash equal to the Fair Market Value of such Shares at a future date in accordance with the terms and conditions of such grant. The terms and conditions shall be determined by the Committee, in its sole discretion, but generally are expected to be based substantially upon the attainment of targeted profit and/or performance objectives.

16.5. Grant.

The Committee may grant an award of Performance Shares. The number of Performance Shares and the terms and conditions of the grant shall be set forth in the applicable Agreement.

17. CASH AWARDS

17.1. Grant.

The Committee may grant Cash Awards at such times and (subject to Section 17.2) in such amounts as it deems appropriate.

17.2. Rule 16b-3.

The amount of any Cash Award in any Fiscal Year to any Participant who is subject to Section 16 of the Exchange Act shall not exceed the greater of $100,000 or 100% of his cash compensation (excluding any Cash Award under this Section 17) for such Fiscal Year.

17.3. Restrictions.

Cash Awards may be subject or not subject to conditions (such as an investment requirement), restricted or nonrestricted, vested or subject to forfeiture and may be payable currently or in the future or both.

18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS

18.1. Other Stock Based Awards.

The Committee shall have the right to grant Other Stock Based Awards which may include, without limitation, the grant of Shares based on certain conditions, the payment of cash based on the performance of the Common Stock, and the grant of securities convertible into Shares.

18.2. Other Benefits.

The Committee shall have the right to provide types of Benefits under the Plan in addition to those specifically listed, if the Committee believes that such Benefitswould further the purposes for which the Plan was established.

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19. MISCELLANEOUS PROVISIONS

19.1. Underscored References.

The underscored references contained in the Plan are included only for convenience, and they shall not be construed as a part of the Plan or in any respect affecting or modifying its provisions.

19.2. Number and Gender.

The masculine and neuter, wherever used in the Plan, shall refer to either the masculine, neuter or feminine; and, unless the context otherwise requires, the singular shall include the plural and the plural the singular.

19.3. Unfunded Status of Plan.

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments or deliveries of Shares not yet made to a Participant by the Company, nothing contained herein shall give any rights that are greater than those of a general creditor of the Company. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments hereunder consistent with the foregoing.

19.4. Termination of Employment.

If the employment of a Participant by the Company terminates for any reason, except as otherwise provided in an Agreement, all unexercised, deferred, and unpaid Benefits may be exercisable or paid only in accordance with rules established by the Committee. These rules may provide, as the Committee may deem appropriate, for the expiration, forfeiture, continuation, or acceleration of the vesting of all or part of the Benefits.

19.5. Designation of Beneficiary.

A Participant may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the death of the Participant, an Option, or to receive, in such event, any Benefits. The Committee reserves the right to review and approve beneficiary designations. A Participant may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to exercise any Option or to receive any Benefit, the Committee may determine to recognize only an exercise by the legal representative of the recipient, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

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19.6. Governing Law.

This Plan shall be construed and administered in accordance with the laws of the State of Delaware.

19.7. Purchase for Investment.

The Committee may require each person purchasing Shares pursuant to an Option or other award under the Plan to represent to and agree with the Company in writing that such person is acquiring the Shares for investment and without a view to distribution or resale. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under all applicable laws, rules and regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions.

19.8. No Employment Contract.

Neither the adoption of the Plan nor any Benefit granted hereunder shall confer upon any Employee any right to continued employment nor shall the Plan or any Benefit interfere in any way with the right of the Employer to terminate the employment of any of its Employees at any time.

19.9. No Effect on Other Benefits.

The receipt of Benefits under the Plan shall have no effect on any benefits to which a Participant may be entitled from the Employer, under another plan or otherwise, or preclude a Participant from receiving any such benefits.

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EX-10.6

Exhibit 10.6

NATIONAL CREDIT REPORT.COM, LLC
7700 Congress Avenue, Suite 3113, Boca Raton, Florida 33487

December 5, 2008

Mark Kane
16240 Mira Vista Lane
Delray Beach, Florida 33446

Re: Employment Offer

Dear Mr. Kane,

On behalf of National Credit Report.Com, LLC (the “Company”), I would like to extend to you a position with the Company. The terms of your employment are summarized herein.

Your employment with the Company in its Boca Raton, Florida, office as Vice President of Marketing, reporting to the Chief Executive Officer of IFTH Acquisition Corp. (“IFTH”), commenced effective as of November 1, 2008. Your starting base salary will be $120,000.00 on an annualized basis (“Salary”), paid according to the Company’s standard payroll practices. You will also participate in an incentive compensation plan attached hereto as “Exhibit A” (the “Incentive Plan”).

The Company will provide you with an automobile allowance of $800 per month; however, you will be responsible for premiums for insurance for the automobile and occupants, and will pay all maintenance and operating costs (including fuel costs) appropriate to maintain the automobile.

You will have the right to participate in the health insurance, dental insurance and other employee benefits, including paid vacation days, which are regularly offered by the Company pursuant to applicable plan documents and subject to the same terms, conditions and limitations applicable to similarly situated employees. Such benefits will be fully paid for by the Company in 2009.

Subject to the approval of the Compensation Committee of the Board of Directors of IFTH, you will be granted options to purchase 150,000 shares of common stock of IFTH commensurate with your position with the Company pursuant to the terms and conditions of the IFTH 2001 Flexible Stock Plan and will enter into a separate Stock Option Award Agreement, in the form substantially attached hereto as “Exhibit B,” in connection therewith. These shares will vest over a three (3) year period of continuous employment with the Company on the following basis: 50,000 of the total shares shall vest on the day of grant, 33,333 will vest on the first anniversary of your date of employment, 33,333 will vest on the second anniversary date of your employment and 33,334 will vest on the third anniversary date of your employment.

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You recognize and acknowledge that you will have access to certain confidential information of the Company, IFTH and of entities with whom the Company does business, and that such information constitutes valuable, special and unique property of the Company, IFTH and such other entities. For a period of three (3) years immediately following the termination of your employment, you agree not to disclose or use any confidential information, including without limitation, information concerning the financial condition, research and development activities, technologies, product designs and/or specifications, “know-how,” prices, customers, prospects, methods of doing business, marketing and promotional activities, or any information or knowledge with respect to confidential information or trade secrets of the Company or IFTH. The provisions of this paragraph shall survive the termination of this letter agreement, regardless of the circumstances or reasons for such termination, and inure to the benefit of the Company, IFTH and their affiliates.

You acknowledge that all original works of authorship that are created, conceived, developed or reduced to practice by you during your employment with the Company that directly relate to the present or anticipated business activities of the Company (whether or not during normal working hours, on the premises of the Company or using the Company’s equipment or Confidential Information), including, without limitation, any designs, forms, formulas, materials, products, deliverables, work product, developmental or experimental work, computer software programs (including, without limitation, images, text, source code, object code, html code and scripts), databases and other original works, and any upgrades, modifications or enhancements to the foregoing and any related patents, patent applications, copyrights, copyright applications and domain names (collectively referred to herein as the “Work Product”), are and shall remain the sole and exclusive property of the Company, and all right, title and interest therein shall vest in the Company and shall be deemed a “work made for hire”, as that term is defined in the United States Copyright Act. Unless otherwise agreed to in writing by the Company, nothing in this letter or any other agreement or in the course of dealing between you and the Company shall be construed to grant to you any ownership right, title or interest in or license to any of the Work Product. To the extent that title to any of such Work Product may not, by operation of law, vest in the Company, or any of such Work Product may not be considered to be “work made for hire”, all right, title and interest therein are hereby irrevocably assigned to the Company without limitation. All Work Product shall belong exclusively to the Company with the Company having the right to obtain and to hold in its own name copyright, patent and trademark registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.

Your employment is at-will; that is, either the Company or you may terminate the employment relationship at any time, for any reason, with or without notice. Nothing in this letter is to be construed as modifying the at-will nature of your employment relationship. You further understand and agree that no manager or representative of the Company has any authority to enter into any agreement contrary to the foregoing, except that the President or Chief Executive Officer of the Company may make such an agreement in writing.

In the event the Company terminates its employment relationship with you without Cause (as defined below), Salary earned and compensation earned under the Incentive Plan shall be paid through the effective date of termination. “Cause” occurs when you (i) commit or participate in any injurious act of fraud or dishonesty against the Company; (ii) commit or participate in an injurious act or omission, wantonly, willfully, recklessly or in a manner which is grossly negligent, against the Company; (iii) are convicted of a felony in any jurisdiction or are unable to provide services hereunder as a result of your violation of any law, regulation and/or rule; (iv) engage in any conduct of unlawful harassment against any Company employee; or (v) use narcotics, liquor or illicit drugs that has a detrimental effect on the performance of your employment responsibilities, as determined in the sole discretion of the Company.

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This letter sets forth our entire agreement and understanding with respect to the terms of your employment with the Company and supersedes any prior agreement, proposal, negotiation or discussion relating thereto. No amendment or modification to the terms of this letter shall be effective unless in writing and signed by the parties hereto.

Please indicate your acceptance of this offer by signing below. We look forward to you joining our team.

Sincerely,
 

/s/ William J. Caragol 

William J. Caragol 

President 

AGREED AND ACCEPTED BY:

/s/ Mark Kane   Mark Kane Date: 12/5/2008        

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EX-10.7

Exhibit 10.7

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective this                      day of                      (the “Effective Date”), between                     , an individual, whose address is                      (the “Consultant”), and National Credit Report.Com, LLC, a Florida limited liability company, whose principal place of business is located at 7700 Congress Avenue, Suite 3113, Boca Raton, Florida 33487 (the “Company”).

Recitals

WHEREAS, as a result of the sale of the membership units in the Company pursuant to the Securities Purchase Agreement, dated as of even date herewith, among IFTH Acquisition Corp. (“IFTH”), the Sellers (as such term is defined therein) and the Company (the “Acquisition”), the Company is in need of consulting assistance for operation of the Company post-Acquisition;

WHEREAS, the Consultant possesses considerable industry knowledge and experience that is valuable to the Company; and

WHEREAS, the Consultant has agreed to perform consulting work for the Company with respect to the operation of the Company post-Acquisition.

Agreement

NOW, THEREFORE, in consideration of the premises and mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of six (6) months from the Effective Date (the “Term”), unless otherwise terminated as provided herein. The Company may cancel this agreement on five (5) days prior written notice to Consultant, with or without cause.

2. Services. The Company retains Consultant to provide the following services (the “Services”) to the Company during the Term: (i) assist the Company on an as needed basis in securing a smooth transition of its business following the consummation of the Acquisition; and (ii) perform any and all executive duties related to Company business as and when requested by the Chief Executive Officer, President and Vice President of IFTH, including without limitation, assisting the Company with its operations, strategies, licenses, permits, employees, customers, vendors and governmental agency matters affecting the Company’s business. Notwithstanding the aforementioned, Consultant shall not be required to devote more that five (5) hours per week to the Services described above, all of which Services can be performed telephonically or by email and shall not require office attendance or travel.

3. Compensation. The Consultant shall be granted options to purchase                      shares of IFTH common stock (the “Options”) under the IFTH 2001 Flexible Stock Plan and will enter into a separate Stock Option Award Agreement, in the form substantially attached hereto as Exhibit A, in connection therewith. IFTH shall issue the Options to the Consultant as soon as administratively practicable following the effective date of this Agreement, the Options shall vest immediately and have an exercise price equal to $                    , provided that such exercise price shall be no less than the fair market value at the time of grant.

4. Independent Contractor.

a. For all purposes of this Agreement, and the transactions contemplated hereby, Consultant is and shall be deemed to be an independent contractor of the Company and Consultant shall not have the right, without the prior written consent of the Company, to enter into any agreement on behalf of the Company or any of its affiliates or to do any other act which may subject the Company or any of its affiliates to liability or obligate the Company or any of its affiliates in any manner whatsoever. Nothing in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between Consultant and the Company, (ii) to cause Consultant to be responsible in any way for the debts, liabilities or obligations of the Company, or (iii) to constitute Consultant as an employee, officer or agent of the Company.

b. The Consultant shall not use the service of any other person, entity or organization in the performance of the Consultant’s duties without the prior written consent of the Company. Should the Company consent to the Consultant’s use of the services of any other person, entity or organization, no information regarding the Services to be performed under this Agreement shall be disclosed to that person, entity or organization until such person, entity or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined below) and the Company’s absolute and complete ownership of all right, title and interest in the work performed under this Agreement.

5. Nature of Relationship. The nature of this Agreement is strictly civil, and is not intended by either of the parties hereto to establish an employer/employee relationship. Consultant shall not have any right to the labor benefits established for employees under an employer/employee relationship pursuant to the laws of Florida. The Company shall not be liable for withholding tax, social security, workmen’s compensation or other expense or liability attributable to an employer/employee relationship under Florida law.

6. Confidential Information. In performing his obligations under this Agreement, Consultant may have access to and receive certain Confidential Information (as defined below) about the Company and IFTH which must be kept in confidence. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, customer lists, business strategies, the names and addresses of prospective customers, procedures manuals, marketing plans, know-how, data, processes, techniques, programs, designs, finances and sales plans of the Company and IFTH, which either the Company or IFTH treat as Confidential Information. The scope of this section relating to confidentiality shall apply irrespective of the form or format of the information (whether oral, written, graphic, and whether recorded on paper, magnetic, electronic or other media) and irrespective of whether or not the material is marked “confidential” or “proprietary.” Confidential Information does not include information, which at the

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time of disclosure is in the public domain so long as the information was not disclosed by Consultant in violation of any obligation of confidentiality owed to the Company. Consultant agrees that all Confidential Information constitutes proprietary information and is therefore confidential in nature and shall be used only for the purpose of carrying out this Agreement and shall remain sole property of the Company. Consultant further agrees that he shall limit the dissemination of the Confidential Information to his employees, agents and/or representatives whose duties justify their need to know such Confidential Information, and then only provided that there is a clear understanding by such individuals of their need to maintain the confidential and proprietary nature of such information and to restrict its uses to the purposes specified herein and such person’s written agreement to abide by the terms of this Section 6. Consultant agrees that it shall remain responsible for any breaches of this Section 6 committed by any of his employees, agents or representatives. This Section 6 shall survive the expiration and termination of this Agreement and continue in full force and effect forever thereafter.

7. Return of Documents and Property. Upon the termination of the Consultant’s engagement with the Company or at any other time upon the request of the Company, the Consultant (or his heirs or personal representatives) (i) shall deliver to the Company all memoranda, disks, files, notes, records or other documents which contain or are based upon Confidential Information and shall not retain any copies thereof in any format or storage medium (including computer disk or memory) and (ii) use good faith efforts to purge from any computer system in his possession other than those owned by and returned to the Company, all computer files which contain or are based upon any Confidential Information and confirm such purging in writing to the Company.

8. Work Made for Hire; Inventions. The Consultant acknowledges that all original works of authorship that are created, conceived, developed or reduced to practice by or under the direction of the Consultant (solely or jointly with others) during the Term of this Agreement that directly relate to the present or anticipated business activities of the Company (whether or not during normal working hours, on the premises of the Company or using the Company’s equipment or Confidential Information), including, without limitation, any designs, forms, formulas, materials, products, deliverables, work product, developmental or experimental work, computer software programs (including, without limitation, images, text, source code, object code, html code and scripts), databases and other original works, and any upgrades, modifications or enhancements to the foregoing and any related patents, patent applications, copyrights, copyright applications and domain names (collectively referred to herein as the “Work Product”), are and shall remain the sole and exclusive property of the Company, and all right, title and interest therein shall vest in the Company and shall be deemed a “work made for hire”, as that term is defined in the United States Copyright Act. Unless otherwise agreed to in writing by the Company, nothing in this or any other agreement or in the course of dealing between the Consultant and the Company shall be construed to grant to the Consultant or his affiliates any ownership right, title or interest in or license to any of the Work Product. To the extent that title to any of such Work Product may not, by operation of law, vest in the Company, or any of such Work Product may not be considered to be “work made for hire”, all right, title and interest therein are hereby irrevocably assigned to the Company without limitation. All Work Product shall belong exclusively to the Company with the Company having the right to obtain and to hold in its own name copyright, patent and trademark registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.

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9. Indemnification.

a. The Consultant agrees that he shall indemnify and hold the Company free and harmless from any claims, liabilities, damages, losses, costs or expenses, including reasonable attorney’s fees, in respect of any claim, action, suit, proceeding, or demand, in law or in equity caused by the gross recklessness or intentional misconduct of the Consultant or any agent, employee, contractor or representative of the Consultant.

b. The Company agrees that it shall indemnify and hold the Consultant free and harmless from any claims, liabilities, losses, costs or expenses, including reasonably attorney’s fees, in respect of any claim, action, suit, proceeding, or demand, in law or in equity arising from the Consultant’s services or resulting from the work performed on behalf of the Consultant by any agent, employee, contractor or representative of the Consultant; provided however, that the Company shall not indemnify the Consultant if such claims, liabilities, losses, costs or expenses are directly or indirectly caused by the gross recklessness or intentional misconduct of the Consultant or any agent, employee, contractor or representative of the Consultant.

10. Survival; Injunctive Relief. The provisions of Sections 6 through 8 of this Agreement shall survive the expiration or termination of this Agreement as set forth therein, regardless of the circumstances or reasons for such termination, and inure to the benefit of the Company and its affiliates. The restrictions set forth in Sections 6 through 8 are considered to be reasonable for the purposes of protecting the business of the Company. The Company and Consultant acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company if the covenants contained in Sections 6 through 8 were not complied with in accordance with their terms. Accordingly, Consultant agrees that the Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to the Company.

11. Consideration. Consultant acknowledges and recognizes the highly competitive nature of the business and the goodwill attributable to the Company. Consultant further acknowledges and recognizes that his agreement to adhere to the provisions and covenants in this Agreement, including without limitation Sections 6 through 8, constitutes a significant part of the consideration upon which the Company is relying in order to execute the Securities Purchase Agreement and consummate the transactions contemplated thereby.

12. Rules and Regulations. Consultant shall perform all of the Services in a professional manner, and in accordance with all applicable rules and regulations of any governmental agency having jurisdiction over the subject matter.

13. Notices. Any notice, consent, or other communication required by the terms of this Agreement shall be deemed to have been duly given if in writing and sent by certified or registered mail, return receipt requested, postage prepaid, or overnight carrier, charges prepaid and personally delivered to the parties at their respective addresses set forth above, or to such other address designated by a party in a notice complying with the provisions of this paragraph. All written communications sent in accordance with the provisions of this Section 13 shall be deemed to have been received upon receipt if personally delivered or three business days after the date of mailing or transmission by overnight carrier, as the case may be.

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14. Entire Agreement; Amendment. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, proposal, negotiation or discussion relating thereto. No amendment or modification to the terms of this Agreement shall be effective unless in writing and signed by the parties hereto.

15. Assignment. Consultant recognizes and acknowledges that the Services are unique and personal. Consultant may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The Company shall have the right to assign this Agreement without the consent of Consultant. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

16. Headings. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

17. No Waiver. No failure by either party to enforce or delay in enforcing any provision of this Agreement shall affect the right to enforce or operate as a waiver of such right or any other right under this Agreement by that party.

18. Governing Law/Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida. The parties acknowledge that all of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in the State of Florida, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the state or federal courts of record of the State of Florida in Palm Beach County; (b) consents to the jurisdiction of each such court in any suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in said state.

19. Attorneys’ Fees. If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.

20. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

21. Counterparts. This Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

NATIONAL CREDIT REPORT.COM, LLC
By:
	Name:
	Title:
[Consultant]

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EX-10.8

Exhibit 10.8

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective this                      day of                      (the “Effective Date”), between                     , an individual, whose address is                      (the “Consultant”), and National Credit Report.Com, LLC, a Florida limited liability company, whose principal place of business is located at 7700 Congress Avenue, Suite 3113, Boca Raton, Florida 33487 (the “Company”).

Recitals

WHEREAS, as a result of the sale of the membership units in the Company pursuant to the Securities Purchase Agreement, dated as of even date herewith, among IFTH Acquisition Corp. (“IFTH”), the Sellers (as such term is defined therein) and the Company (the “Acquisition”), the Company is in need of consulting assistance for operation of the Company post-Acquisition;

WHEREAS, the Consultant possesses considerable industry knowledge and experience that is valuable to the Company; and

WHEREAS, the Consultant has agreed to perform consulting work for the Company with respect to the operation of the Company post-Acquisition.

Agreement

NOW, THEREFORE, in consideration of the premises and mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years from the Effective Date (the “Term”), unless otherwise terminated as provided herein. The Company and the Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue. The Company may cancel this agreement on five (5) days notice to Consultant, as per section 6 below.

2. Services. The Company retains Consultant to provide the following services (the “Services”) to the Company during the Term: (i) assist the Company on an as needed basis in securing a smooth transition of its business following the consummation of the Acquisition; (ii) perform any and all executive duties related to Company business as and when requested by the Chief Executive Officer, President and Vice President of IFTH, including without limitation, assisting the Company with its operations, strategies, licenses, permits, employees, customers, vendors and governmental agency matters affecting the Company’s business; and (iii) report directly to the Company’s Chief Executive Officer on no less than a weekly basis. Consultant acknowledges that he may be called upon to render the Services, and agrees to make himself available to the Company on an as-needed basis at reasonable time and upon reasonable notice.

3. Compensation and Expenses.

a. During the Term, the Company will pay Consultant, as compensation for the Services, $                    , which amount shall be paid on the last day of each month during the Term.

b. The Company shall pay or reimburse the Consultant for all reasonable and necessary travel and other reasonable expenses incurred by him, and approved by the Chief Executive Officer, in connection with the performance of his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. In order that the Company reimburse the Consultant for such allowable expenses, the Consultant shall furnish to the Company, in a timely fashion, written documentation in connection with such expenses and shall furnish such other documentation and accounting as the Company may from time to time reasonably request.

c. The Company shall provide Consultant with an automobile allowance of $                     per month payable on the last day of each month during the Term. Consultant shall be responsible for premiums for insurance for the automobile and occupants, and shall pay all maintenance and operating costs (including fuel costs) appropriate to maintain the automobile.

d. During the Term, the Company shall provide Consultant with and shall pay for premiums for health insurance coverage and benefits.

e. The Consultant shall be granted options to purchase                      shares of IFTH common stock (the “Options”) under the IFTH 2001 Flexible Stock Plan and will enter into a separate Stock Option Award Agreement, in the form substantially attached hereto as Exhibit A, in connection therewith. IFTH shall issue the Options to the Consultant as soon as administratively practicable following the effective date of this Agreement, the Options shall vest immediately and have an exercise price equal to $                    , provided that such exercise price shall be no less than the fair market value at the time of grant.

4. Independent Contractor.

a. For all purposes of this Agreement, and the transactions contemplated hereby, Consultant is and shall be deemed to be an independent contractor of the Company and Consultant shall not have the right, without the prior written consent of the Company, to enter into any agreement on behalf of the Company or any of its affiliates or to do any other act which may subject the Company or any of its affiliates to liability or obligate the Company or any of its affiliates in any manner whatsoever. Nothing in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between Consultant and the Company, (ii) to cause Consultant to be responsible in any way for the debts, liabilities or obligations of the Company, or (iii) to constitute Consultant as an employee, officer or agent of the Company.

b. The Consultant shall not use the service of any other person, entity or organization in the performance of the Consultant’s duties without the prior written consent of the Company. Should the Company consent to the Consultant’s use of the services of any other person, entity or organization, no information regarding the Services to be performed under this Agreement shall be disclosed to that person, entity or organization until such person, entity or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined below) and the Company’s absolute and complete ownership of all right, title and interest in the work performed under this Agreement.

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5. Nature of Relationship. The nature of this Agreement is strictly civil, and is not intended by either of the parties hereto to establish an employer/employee relationship. Consultant shall not have any right to the labor benefits established for employees under an employer/employee relationship pursuant to the laws of Florida. The Company shall not be liable for withholding tax, social security, workmen’s compensation or other expense or liability attributable to an employer/employee relationship under Florida law.

6. Termination.

a. The Company may terminate this Agreement at any time, with or without Cause (as defined below), upon five (5) days prior written notice to Consultant. The Company shall also have the right to terminate this Agreement immediately without notice for Cause (as defined below) or if Consultant dies or becomes disabled and is unable to adequately perform any of the Services. “Cause” occurs when the Consultant commits an unauthorized or illegal act intentionally and in bad faith against the interest of the Company causing a material pecuniary loss to the Company.

b. In the event this Agreement is terminated by the Company without Cause, the Consultant will continue to receive the compensation in sections (a), (c) and (d) of Section 3 during the remainder of the Term, on the same schedule as described therein. In the event this Agreement is terminated for Cause, compensation that is otherwise payable under this Agreement to Consultant shall be paid through the effective date of termination. Notwithstanding the foregoing, in the event this Agreement is terminated as a result of Consultant’s death, then the Company shall pay to the estate of Consultant the compensation that would otherwise be payable under this Agreement through the date of death. Receipt by Consultant or the estate, as applicable, of the compensation paid by the Company pursuant to this Section 6(b) shall serve as full and final settlement of all amounts payable to Consultant under this Agreement.

7. Confidential Information. In performing his obligations under this Agreement, Consultant may have access to and receive certain Confidential Information (as defined below) about the Company and IFTH which must be kept in confidence. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, customer lists, business strategies, the names and addresses of prospective customers, procedures manuals, marketing plans, know-how, data, processes, techniques, programs, designs, finances and sales plans of the Company and IFTH, which either the Company or IFTH treat as Confidential Information. The scope of this section relating to confidentiality shall apply irrespective of the form or format of the information (whether oral, written, graphic, and whether recorded on paper, magnetic, electronic or other media) and irrespective of whether or not the material is marked “confidential” or “proprietary.” Confidential Information does not include information, which at the

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time of disclosure is in the public domain so long as the information was not disclosed by Consultant in violation of any obligation of confidentiality owed to the Company. Consultant agrees that all Confidential Information constitutes proprietary information and is therefore confidential in nature and shall be used only for the purpose of carrying out this Agreement and shall remain sole property of the Company. Consultant further agrees that he shall limit the dissemination of the Confidential Information to his employees, agents and/or representatives whose duties justify their need to know such Confidential Information, and then only provided that there is a clear understanding by such individuals of their need to maintain the confidential and proprietary nature of such information and to restrict its uses to the purposes specified herein and such person’s written agreement to abide by the terms of this Section 7. Consultant agrees that it shall remain responsible for any breaches of this Section 7 committed by any of his employees, agents or representatives. This Section 7 shall survive the expiration and termination of this Agreement and continue in full force and effect forever thereafter.

8. Return of Documents and Property. Upon the termination of the Consultant’s engagement with the Company or at any other time upon the request of the Company, the Consultant (or his heirs or personal representatives) (i) shall deliver to the Company all memoranda, disks, files, notes, records or other documents which contain or are based upon Confidential Information and shall not retain any copies thereof in any format or storage medium (including computer disk or memory) and (ii) use good faith efforts to purge from any computer system in his possession other than those owned by and returned to the Company, all computer files which contain or are based upon any Confidential Information and confirm such purging in writing to the Company.

9. Work Made for Hire; Inventions. The Consultant acknowledges that all original works of authorship that are created, conceived, developed or reduced to practice by or under the direction of the Consultant (solely or jointly with others) during the Term of this Agreement that directly relate to the present or anticipated business activities of the Company (whether or not during normal working hours, on the premises of the Company or using the Company’s equipment or Confidential Information), including, without limitation, any designs, forms, formulas, materials, products, deliverables, work product, developmental or experimental work, computer software programs (including, without limitation, images, text, source code, object code, html code and scripts), databases and other original works, and any upgrades, modifications or enhancements to the foregoing and any related patents, patent applications, copyrights, copyright applications and domain names (collectively referred to herein as the “Work Product”), are and shall remain the sole and exclusive property of the Company, and all right, title and interest therein shall vest in the Company and shall be deemed a “work made for hire”, as that term is defined in the United States Copyright Act. Unless otherwise agreed to in writing by the Company, nothing in this or any other agreement or in the course of dealing between the Consultant and the Company shall be construed to grant to the Consultant or his affiliates any ownership right, title or interest in or license to any of the Work Product. To the extent that title to any of such Work Product may not, by operation of law, vest in the Company, or any of such Work Product may not be considered to be “work made for hire”, all right, title and interest therein are hereby irrevocably assigned to the Company without limitation. All Work Product shall belong exclusively to the Company with the Company having the right to obtain and to hold in its own name copyright, patent and trademark registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.

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10. Indemnification.

a. The Consultant agrees that he shall indemnify and hold the Company free and harmless from any claims, liabilities, damages, losses, costs or expenses, including reasonable attorney’s fees, in respect of any claim, action, suit, proceeding, or demand, in law or in equity caused by the gross recklessness or intentional misconduct of the Consultant or any agent, employee, contractor or representative of the Consultant.

b. The Company agrees that it shall indemnify and hold the Consultant free and harmless from any claims, liabilities, losses, costs or expenses, including reasonably attorney’s fees, in respect of any claim, action, suit, proceeding, or demand, in law or in equity arising from the Consultant’s services or resulting from the work performed on behalf of the Consultant by any agent, employee, contractor or representative of the Consultant; provided however, that the Company shall not indemnify the Consultant if such claims, liabilities, losses, costs or expenses are directly or indirectly caused by the gross recklessness or intentional misconduct of the Consultant or any agent, employee, contractor or representative of the Consultant.

11. Survival; Injunctive Relief. The provisions of Sections 7 through 9 of this Agreement shall survive the expiration or termination of this Agreement as set forth therein, regardless of the circumstances or reasons for such termination, and inure to the benefit of the Company and its affiliates. The restrictions set forth in Sections 7 through 9 are considered to be reasonable for the purposes of protecting the business of the Company. The Company and Consultant acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company if the covenants contained in Sections 7 through 9 were not complied with in accordance with their terms. Accordingly, Consultant agrees that the Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to the Company.

12. Consideration. Consultant acknowledges and recognizes the highly competitive nature of the business and the goodwill attributable to the Company. Consultant further acknowledges and recognizes that his agreement to adhere to the provisions and covenants in this Agreement, including without limitation Sections 7 through 9, constitutes a significant part of the consideration upon which the Company is relying in order to execute the Securities Purchase Agreement and consummate the transactions contemplated thereby.

13. Rules and Regulations. Consultant shall perform all of the Services in a professional manner, and in accordance with all applicable rules and regulations of any governmental agency having jurisdiction over the subject matter.

14. Notices. Any notice, consent, or other communication required by the terms of this Agreement shall be deemed to have been duly given if in writing and sent by certified or registered mail, return receipt requested, postage prepaid, or overnight carrier, charges prepaid and personally delivered to the parties at their respective addresses set forth above, or to such other address designated by a party in a notice complying with the provisions of this paragraph. All written communications sent in accordance with the provisions of this Section 14 shall be deemed to have been received upon receipt if personally delivered or three business days after the date of mailing or transmission by overnight carrier, as the case may be.

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15. Entire Agreement; Amendment. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, proposal, negotiation or discussion relating thereto. No amendment or modification to the terms of this Agreement shall be effective unless in writing and signed by the parties hereto.

16. Assignment. Consultant recognizes and acknowledges that the Services are unique and personal. Consultant may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The Company shall have the right to assign this Agreement without the consent of Consultant. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

17. Headings. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18. No Waiver. No failure by either party to enforce or delay in enforcing any provision of this Agreement shall affect the right to enforce or operate as a waiver of such right or any other right under this Agreement by that party.

19. Governing Law/Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida. The parties acknowledge that all of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in the State of Florida, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the state or federal courts of record of the State of Florida in Palm Beach County; (b) consents to the jurisdiction of each such court in any suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in said state.

20. Attorneys’ Fees. If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.

21. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

22. Counterparts. This Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

NATIONAL CREDIT REPORT.COM, LLC
By:
	Name:
	Title:
[Consultant]

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EX-10.9

Exhibit 10.9

IFTH ACQUISITION CORP.
RESTRICTED STOCK AWARD AGREEMENT
UNDER IFTH ACQUISITION CORP. 2001 FLEXIBLE STOCK PLAN

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE OF GRANT] (the “Grant Date”) between IFTH Acquisition Corp., a Delaware corporation (the “Company”) and [INSERT NAME OF GRANTEE] (the “Grantee”).

Background Information

A. The Compensation Committee has granted to the Grantee an award of [INSERT APPLICABLE NUMBER] restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Award”) pursuant to the Company’s 2001 Flexible Stock Plan (the “2001 Plan”).

B. The Company and the Grantee are entering into this Agreement in order to evidence the Award, which shall be governed in all respects by the terms and provisions hereof.

C. The Grantee desires to accept the Award grant and agrees to be bound by the terms and conditions of this Agreement.

D. This Agreement shall be subject to and governed by the 2001 Plan, which is incorporated herein by reference. For purposes of such incorporation, all references in such sections to the term “Plan” shall be deemed to be references to this Agreement.

Agreement

1. Restricted Stock. Subject to the terms and conditions provided in this Agreement, the Company hereby grants to the Grantee [INSERT APPLICABLE NUMBER] shares of Common Stock (the “Restricted Stock”) as of the Grant Date. The extent to which the Grantee’s rights and interest in the Restricted Stock becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

2. Vesting. Except as may be otherwise provided in Section 3 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock shall be determined in accordance with this Section 2. The Grantee’s rights and interest in the Restricted Stock shall become fully vested and non-forfeitable and shall cease being restricted on [INSERT APPLICABLE DATE/EVENT], provided that (1) the Grantee does not resign prior to [INSERT APPLICABLE DATE/EVENT] and (2) the Company does not terminate the employment of the Grantee for cause prior to [INSERT APPLICABLE DATE/EVENT], with said cause being defined as a conviction of a felony or Grantee’s being prevented from providing services hereunder as a result of Grantee’s violation of any law, regulation and/or rule.

3. Change of Control. In the event of a Change of Control (as defined in the 2001 Plan), Restricted Stock that is not yet vested on the date such Change of Control is determined to have occurred shall become fully vested on the date such Change of Control is determined to have occurred.

4. Restrictions on Transfer; Legending of Shares. Until such time as any share of Restricted Stock becomes vested pursuant to Section 2 or Section 3 of this Agreement, the Grantee shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of the Restricted Stock, whether outright or as security, with or without consideration, voluntary or involuntary. Any transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void. The certificate evidencing the Restricted Stock shall contain a legend in substantially the following form:

“The shares evidenced by this certificate are subject to restrictions on transfer set forth in the Restricted Stock Award Agreement, dated [INSERT APPLICABLE DATE], between IFTH Acquisition Corp. (the “Company”) and [INSERT NAME OF GRANTEE], a copy of which may be obtained from the Company at its principal executive offices.”

“The shares of common stock of the Company represented hereby have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be transferred, pledged, hypothecated or otherwise disposed of in the absence of an effective registration statement covering such shares under that Act and any applicable state securities laws, unless, in the opinion of counsel satisfactory to the Company, an exemption from registration thereunder is available.”

5. Forfeiture. The Grantee shall forfeit all of his rights and interest in the Restricted Stock if the Grantee resigns or the Company terminates the employment of the Grantee for cause (as defined in Section 2 above) before the Restricted Stock becomes fully vested in accordance with Section 2 or Section 3 of this Agreement.

6. Shares Held by Custodian; Rights to Dividends and Voting Rights. The Grantee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the Company (other than the Grantee) as may be designated by the Company’s Board of Directors or the Compensation Committee of such Board (the “Share Custodian”) to be held by the Share Custodian until the Restricted Stock becomes fully vested in accordance with Section 2 or Section 3 of this Agreement. When the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted) and may delete the first paragraph of the legend set forth in Section 4 above. The Grantee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer the Restricted Stock to the Grantee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the Grantee. The term of such appointment shall commence on the Grant Date and shall continue until the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section 6, the Grantee shall be entitled to all rights applicable to shares of Common Stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event of (i) any change in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or (ii) any distribution of Common Stock or other securities of the Company in respect of such shares of Common Stock, the Grantee agrees that any certificate representing shares of such additional Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

7. Tax Consequences. Upon the occurrence of a vesting event specified in Section 2 or Section 3 above, the Grantee must satisfy the federal, state, local or foreign income and social insurance withholding taxes imposed by reason of the vesting of the Restricted Stock. The Grantee shall make an election with respect to the method of satisfaction of such tax withholding obligation in accordance with procedures established by the Compensation Committee of the Company’s Board of Directors. The Company shall reimburse the Grantee in an amount equal to all of the federal, state, local or foreign taxes imposed on the Grantee as a result of the Award (including the amount of additional taxes imposed upon the Grantee due to the Company’s payment of the aforementioned taxes on the Award) no later than March 15, 2009.

The Grantee understands that the Grantee may elect to be taxed at the Grant Date rather than when the Restricted Stock becomes vested by filing with the Internal Revenue Service an election under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), within thirty (30) days from the Grant Date. The Grantee acknowledges that it is the Grantee’s sole responsibility, and not the Company’s responsibility, to timely file the Code section 83(b) election with the Internal Revenue Service if the Grantee intends to make such an election.

8. No Effect on Employment. Nothing in this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or affect any right which the Company may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee or this Agreement.

9. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to any applicable conflicts of law. By accepting this Award, the Grantee irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Florida or of the United States of America, in each case located in Palm Beach County, Florida, for any litigation arising out of or relating to this Agreement (and agrees not to commence any litigation relating thereto except in such courts). The Grantee also irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of or related to this Award in the courts of the State of Florida or of the United States of America, in each case located in Palm Beach County, Florida, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.

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10. Successors. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns.

11. Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

12. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

If to the Company:

IFTH Acquisition Corp.
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445

If to Grantee:

[INSERT NAME OF GRANTEE]
[INSERT HOME ADDRESS OF GRANTEE]

13. Entire Agreement. Subject to paragraph D in the section of this Agreement under the heading “Background Information,” this Agreement expresses the entire understanding and agreement of the parties hereto with respect to the terms and conditions of this Award.

14. Headings. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

15. Additional Acknowledgements. By their signatures below (including electronic signatures), the Grantee and the Company agree that the Restricted Stock is granted under and governed by the terms and conditions of this Agreement. Grantee has reviewed the terms of this Agreement, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors upon any questions relating to this Agreement.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the Grant Date set forth above.

IFTH Acquisition Corp.

By:

GRANTEE:

[INSERT NAME OF GRANTEE]

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EX-10.10

Exhibit 10.10

IFTH ACQUISITION CORP.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) made as of                     , 2008 (the “Grant Date”) between IFTH Acquisition Corp., a Delaware Corporation (hereinafter called the “Company”), and                      (hereinafter called the “Optionee”), a Participant (as such term is defined in the Plan) under the Plan (as such term is defined below) of the Company.

WITNESSETH

WHEREAS, as of March 29, 2001, the 2001 Flexible Stock Option Plan, as amended (hereinafter called the “Plan”), was approved by the stockholders of the Company;

WHEREAS, the Plan is administered by the Stock Option and Compensation Committee of the Board of Directors (the “Committee”);

WHEREAS, the Committee has determined that, as an employee or director of the Company, the Optionee is eligible to receive a grant of an option under the Plan subject to the terms and conditions hereinafter contained;

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

1. Grant of Option. The Company, subject to the terms and conditions of this Agreement and the Plan, which are incorporated hereto by reference, hereby grants to the Optionee, effective                     , 20_____  (the “Grant Date”), the right to purchase from the Company at a price of $  per share (the “Exercise Price”) an aggregate of                                          (                    ) shares of Common Stock (the “Option”), purchasable as set forth in, and subject to the terms and conditions of, this Agreement.

The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Nontransferable. The Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution, and is exercisable, during the lifetime of the Optionee, only by the Optionee or by his/her guardian or legal representative.

3. Vesting and Exercisability of Option. The Optionee’s interest in the Option shall vest according to the schedule described in this Section 3 and shall be exercisable as to not more than the vested percentage of the shares subject to the Option at any point in time. To the extent the Option is either unexercisable or unexercised, the unexercised portion shall accumulate until the Option both becomes exercisable and is exercised, subject to the provisions of Section 4 of this Agreement. Except as otherwise provided in Section 4 below, the Option shall become vested according to the following schedule:

Date	Percentage Vested
Before the _ Anniversary of the Grant Date		0	%
On or after the _ Anniversary of the Grant Date but before the _ Anniversary of the Grant Date		_____	%
On or after the _Anniversary of the Grant Date but before the _ Anniversary of the Grant Date		_____	%
On or after the _Anniversary of the Grant Date		_____	%

4. Term of Option. Except as otherwise provided in this Section 4, unless otherwise provided by the Committee, the Option shall expire and terminate and cease to be exercisable with respect to any shares of Common Stock at 5:00 p.m. on [ENTER 10^TH ANNIVERSARY OF GRANT DATE]. However, the Option shall terminate prior to 5:00 p.m. on [ENTER 10^TH ANNIVERSARY OF GRANT DATE], in the following circumstances, unless otherwise provided by the Committee:

(a) In the event that the Optionee’s employment or service as a director with the Company terminates for any reason other than for Cause (as defined below), death or disability (as such term is defined in Section 422(c)(6) of the Code, hereinafter “Disability”):

(1) the Option shall expire and terminate and cease to be exercisable at 5:00 p.m. on the last day of the three month (3-month) period that begins on the date of termination of Optionee’s employment or service as a director with the Company; and

(2) the Option shall only be exercisable during the 3–month period described above to the extent vested on the date of termination of employment or service as a director.

For purposes of this Agreement, “Cause” shall mean any of the following:

(A) the commission by the Optionee of any act taken by the Optionee in bad faith against the interests of the Company; or

(B) the Optionee’s conviction of, or plea of nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company.

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(b) In the event that the Optionee’s employment or service as a director with the Company is terminated by the Company for Cause:

(1) the Option, to the extent not yet vested and exercisable, shall expire and terminate at 5:00 p.m. on the last day of the Optionee’s employment or service as a director with the Company; and

(2) the Option, to the extent vested and exercisable but not yet exercised, shall expire and terminate and cease to be exercisable at 5:00 p.m. on the last day of the Optionee’s employment or service as a director with the Company.

(c) In the event that the Optionee’s employment or service as a director with the Company terminates due to death, Disability or if the Optionee dies within three (3) months after the termination of the Optionee’s employment or service as a director for a reason other than Cause:

(1) the Optionee or the Optionee’s estate or legal representative shall be able to exercise the Option as if such Optionee remained as an employee or director; and

(2) the Option shall only be exercisable during the period described above to the extent vested on the date of termination of employment or service as a director with the Company.

5. Exercise of Option. The Option may be exercised only by written notice to the Secretary of the Company as provided in paragraph 9 hereof. Such notice, shall state the election to exercise the Option, the manner of payment of the option price and the number of shares in respect of which it is being exercised and shall be signed by the Optionee. The certificate or certificates of the shares as to which the Option shall have been exercised will be registered only in the name of the person exercising the Option. In the event the option becomes exercisable by another person or persons upon the death of the Optionee, the notice of exercise shall be accompanied by appropriate proof of the right to exercise the Option. The Option may not be exercised at any one time as to fewer than 100 shares of Common Stock (or such number of shares as to which the Option is then exercisable if such number is less than 100).

6. Payment of Exercise Price. At the time of exercise of the Option and prior to the delivery of such shares, the Optionee shall pay in cash to the Company the aggregate option price of all shares purchased pursuant to an exercise of the Option. All payment shall be made by check payable to the order of the Company. The Optionee shall not have any of the rights of a stockholder of the Company with respect to the shares delivered upon any exercise of the Option unless and until certificates representing such shares shall have been delivered to the Optionee.

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7. Compliance with Applicable Laws. The Optionee agrees that any resale of the shares received upon any exercise of the Option shall be made in compliance with the registration requirements of the Securities Act of 1933 as amended or an applicable exemption therefrom and to promptly provide the Company with such representations, certificates and other assurances of compliance with such registration requirements as the Company shall from time to time reasonably request. If the Optionee is an “affiliate” of the Company within the meaning of Rule 144 under such Act, the Optionee agrees that any resale of the shares received upon the exercise of the Option shall be made in compliance with the registration requirements of such Act or an applicable exemption therefrom, including without limitation the exemption provided by Rule 144.

8. Authority of Committee. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

9. Notices. Any notice to be given to the Company shall be addressed to the Chief Financial Officer of the Company, 1690 S. Congress Ave.; Suite 200; Delray Beach, FL 33445 and any notice to be given to the Optionee shall be addressed to him/her at his/her residence as it may appear on the records of the Company or at such other address as either party may hereafter designate in writing to the other.

10. Agreement Binding. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the business of the Company, but this Agreement shall not be assignable by the Optionee.

11. Withholding. The Company and the Optionee agree the Company shall, to the extent permitted or required by law, have the right to deduct federal, state and local taxes of any kind required by law to be withheld upon the exercise of this Option from any payment of any kind otherwise due to the Optionee.

12. Counterparts. This Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date and year first written.

IFTH ACQUISITION CORP.

By:

[OPTIONEE], Optionee

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EX-10.11

Exhibit 10.11

IFTH ACQUISITION CORP.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) made as of                     , 2008 (the “Grant Date”) between IFTH Acquisition Corp., a Delaware Corporation (hereinafter called the “Company”), and                      (hereinafter called the “Optionee”), a Participant (as such term is defined in the Plan) under the Plan (as such term is defined below) of the Company.

WITNESSETH

WHEREAS, as of March 29, 2001, the 2001 Flexible Stock Option Plan (hereinafter called the “Plan”) was approved by the stockholders of the Company;

WHEREAS, the Plan is administered by the Stock Option and Compensation Committee of the Board of Directors (the “Committee”);

WHEREAS, the Committee has determined that, as a consultant to the Company, the Optionee is eligible to receive a grant of an option under the Plan subject to the terms and conditions hereinafter contained;

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

1. Grant of Option. The Company, subject to the terms and conditions of this Agreement and the Plan, which are incorporated hereto by reference, hereby grants to the Optionee, effective                     , 20      (the “Grant Date”), the right to purchase from the Company at a price of $                     per share (the “Exercise Price”) an aggregate of                      (                    ) shares of Common Stock (the “Option”), purchasable as set forth in, and subject to the terms and conditions of, this Agreement.

The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Nontransferable. The Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution, and is exercisable, during the lifetime of the Optionee, only by the Optionee or by his/her guardian or legal representative.

3. Vesting and Exercisability of Option. Subject to the limitations on exercise in Section 7 of this Stock Option Agreement, the Optionee’s interest in the Option shall vest and be exercisable immediately on the Grant Date.

4. Term of Option. The Option shall expire and terminate and cease to be exercisable with respect to any shares of Common Stock at 5:00 p.m. on [ENTER 10^TH ANNIVERSARY OF GRANT DATE].

5. Exercise of Option.

The Option may be exercised only by written notice to the Secretary of the Company as provided in paragraph 10 hereof. Such notice, shall state the election to exercise the Option, the manner of payment of the option price and the number of shares in respect of which it is being exercised and shall be signed by the Optionee. The certificate or certificates of the shares as to which the Option shall have been exercised will be registered only in the name of the person exercising the Option. In the event the option becomes exercisable by another person or persons upon the death of the Optionee, the notice of exercise shall be accompanied by appropriate proof of the right to exercise the Option. The Option may not be exercised at any one time as to fewer than 100 shares of Common Stock (or such number of shares as to which the Option is then exercisable if such number is less than 100).

6. Payment of Exercise Price.

Payment of the aggregate Exercise Price and any applicable withholding taxes may be made by one of the following methods:

(a) By cash, certified or cashiers’ check, bank draft or money order; or

(b) Through a “cashless exercise sale and remittance procedure” pursuant to which the Optionee shall concurrently provide irrevocable instructions (1) to a brokerage firm approved by the Company to effect the immediate sale of the purchased shares and remit to the Company, out of the sales proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable through the purchased shares plus applicable federal, state and local income, employment, excise, foreign and other taxes required to be withheld by the Company by reason of such exercise and (2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

The Optionee shall not have any of the rights of a stockholder of the Company with respect to the shares delivered upon any exercise of the Option unless and until certificates representing such shares shall have been delivered to the Optionee.

7. Maximum Exercise.

(a) Notwithstanding anything herein to the contrary, in no event will the Optionee be entitled to exercise any portion of the Option in excess of that portion of any stock options of the Company issued to Optionee that, upon exercise, the sum of which (i) the number of shares of common stock of the Company beneficially owned by Optionee (other than shares of common stock that may be deemed beneficially owned through the ownership of the unexercised portion of any stock options of the Company issued to Optionee or the unexercised or unconverted portion of any other security of Optionee subject to a limitation on conversion analogous to the limitations contained herein) and (ii) the number of shares of common stock of the Company issuable upon the exercise of the portion of Optionee’s Option with respect to which the determination of

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this proviso is being made, would result in Beneficial Ownership by Optionee and his or her Affiliates of any amount greater than 4.99% of the then outstanding shares of common stock of the Company (whether or not, at the time of such exercise, the Optionee and his or her Affiliates beneficially own more than 4.99% of the then outstanding shares of common stock of the Company). In the event the Optionee is not able to exercise any portion of the Option due to the exercise limitations of this Section 7(a), such unexercised portion of the Option will remain outstanding until the earlier to occur of (x) the Optionee’s exercise of the unexercised portion in accordance with the terms and conditions of this Stock Option Agreement, including this Section 7, or (y) [ENTER 10^TH ANNIVERSARY OF Grant Date]. However, the limitations imposed by this Section 7 do not apply to an Option exercised by the Optionee in accordance with the “cashless exercise sale and remittance procedure” set forth in Section 6(b) of this Agreement.

(b) As used in this Section 7, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As used in this Section 7, the term “Beneficial Ownership” shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in this Section 7(a)(i) above.

8. Compliance with Applicable Laws.

The Optionee agrees that any resale of the shares received upon any exercise of the Option shall be made in compliance with the registration requirements of the Securities Act of 1933 as amended or an applicable exemption therefrom and to promptly provide the Company with such representations, certificates and other assurances of compliance with such registration requirements as the Company shall from time to time reasonably request. If the Optionee is an “affiliate” of the Company within the meaning of Rule 144 under such Act, the Optionee agrees that any resale of the shares received upon the exercise of the Option shall be made in compliance with the registration requirements of such Act or an applicable exemption therefrom, including without limitation the exemption provided by Rule 144.

9. Authority of Committee.

The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

10. Notices.

Any notice to be given to the Company shall be addressed to the Chief Financial Officer of the Company, 1690 S. Congress Ave.; Suite 200; Delray Beach, FL 33445 and any notice to be given to the Optionee shall be addressed to him/her at his/her residence as it may appear on the records of the Company or at such other address as either party may hereafter designate in writing to the other.

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11. Agreement Binding.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the business of the Company, but this Agreement shall not be assignable by the Optionee.

12. Withholding.

The Company and the Optionee agree the Company shall, to the extent permitted or required by law, have the right to deduct federal, state and local taxes of any kind required by law to be withheld upon the exercise of this Option from any payment of any kind otherwise due to the Optionee.

13. Counterparts.

This Agreement may be executed in any number of counterparts, which may be by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date and year first written.

IFTH ACQUISITION CORP.

By:

[OPTIONEE], Optionee

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EX-10.16

Exhibit 10.16

MARKETING AFFILIATE AGREEMENT

This Agreement is made this 1^st day of October 2008, (the “Effective Date”), by and between Equidata, Inc., a corporation organized under the laws of Virginia with its principal place of business at 724 Thimble Shoals Boulevard Newport News, Virginia 23606 (“Equidata”), and National Credit Report.com, LLC a Corporation organized under the laws of Florida, with its principal place of business at 7700 N. Congress Ave, Suite 3113, Boca Raton FL33487 (“Marketing Affiliate”).

RECITALS

1.	Equidata provides certain personal credit, fraud detection, credit scoring services and credit monitoring for consumers, the (“Services”).
2.	Marketing Affiliate and Equidata wish to enter into an agreement under which Marketing Affiliate may market the Services.
3.	Marketing Affiliate wishes to market the Services indirectly through third party programs, direct mail, Internet and both inbound and outbound telemarketing. In addition, each may own and operate a web site utilizing direct access to the Services through Internet links.

Therefore, if accepted all parties agree that the following shall constitute a marketing agreement between the parties.

TERMS AND CONDITIONS

Permission. Subject to the terms and conditions of this Agreement, Marketing Affiliate may display Marketing Materials at its principal place(s) of business, or at the principal place(s) of its third party partners, together with a link from the Marketing Affiliate Web Site to Fquidata (and its partners) Web Site. Marketing Materials may also be used in the marketing of potential customers through direct mail and personal solicitation as well as inbound and outbound telemarketing. Marketing Affiliate may not otherwise offer for sale, market, sell or distribute the Services of Equidata without express written permission.

1.	Compensation. Marketing Affiliate shall be responsible for collecting all amounts due directly from the Consumer and shall bear sole responsibility for non-payment of any fees charged to the Consumer. Marketing Affiliate shall pay to Equidata, as compensation for its providing of Services under this agreement, such amounts as outlined and detailed in Exhibit A attached hereto. Such amounts shall be billed on a bi-monthly basis by Equidata and are due and payable in full by Marketing Affiliate 30 days from the invoice date. The prices set forth in Exhibit A do not include regulatory fees, sales tax, excise tax or any other fees or taxes that may be charged by states or local taxing authorities nor does it include additional fees or surcharges, including specific area Affiliate charges that may be accessed by the Credit Reporting Agencies (CRA’s). Said amounts charged to Equidata will be billed separately to Marketing Affiliate and are due immediately upon receipt. Marketing Affiliate agrees to reimburse Equidata all costs of collecting any past due amounts from Marketing Affiliate by reason of non payment, including reasonable attorney fees and disbursements. Equidata reserves the right to increase the base cost of Services. Notice will be given to Marketing Affiliate in writing no less than 30 days prior to such increase taking affect. A development fee, yet To Be Determined and outlined in Exhibit A, is due upon a signed agreement of project scope.
	Marketing Affiliate agrees to pay promptly and in full all charges incurred through services rendered when billed. When paying by credit card, the Marketing Affiliate agrees to pay for all items that are revoked or disputed by the credit card company or the card holder along with any charges or fees charged by the credit card company including fees associated with processing the credit card transaction and that the Marketing Affiliate will be billed for those items in accordance with Equidata standard practices. Marketing Affiliate and the undersigned principal, partner or owner further agree that this Agreement will serve as a personal guaranty by the undersigned principal, partner or owner of the company, and the undersigned principal, partner or owner will become responsible for any unpaid balance past due on any invoice. The Marketing Affiliate agrees to pay a late charge of 1 l/2% per month on the unpaid, past-due amount as well as a returned check fee of not less than $35.00 per returned item. In addition, the Marketing Affiliate agrees to pay 25% attorney’s fees plus court cost in the event that the Marketing Affiliate’s account is referred to an attorney for collection.
2.	Disputes. In the case of disputed charge, defined as a non-payment of an invoice for which notice of dispute has been given in writing by Marketing Affiliate to Equidata, Equidata or Marketing Affiliate may choose arbitration and Marketing Affiliate and Equidata shall be obligated by the terms agreed upon by arbitration and all monies determined owed shall be considered due and payable immediately. Such arbitration does not relieve Marketing Affiliate from its obligation to promptly pay for undisputed charges in accordance with the terms of this Agreement. Such disputes shall be settled by arbitration in the City of Newport News, Virginia.
	Marketing Affiliate shall give Equidata written demand of dispute within 10 days of the due date of the invoice. The demand shall set forth a statement for the nature of the dispute and the amount involved. If Equidata and Marketing Affiliate can not resolve the dispute on their own within 10 days after Equidata receive said dispute, the parties shall jointly select an arbitrator.

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	If the parties do not agree on the selection of an arbitrator, each party will select an arbitrator of their choosing, and the two arbitrators will jointly select a third arbitrator(s). Not later than 5 calendar days after the arbitrator(s) have been selected, the arbitrator(s) shall schedule the arbitration hearing to commence on a mutually convenient date. The hearing shall commence no later than 25 calendar days after Equidata receives receipt of dispute from Marketing Affiliate and shall continue from day to day until completed. The arbitrator(s) shall issue an award in writing no later than 10 calendar days after the conclusion of the hearing. The arbitration award shall be final and binding on both parties.
3.	Operational Specifications. Marketing Affiliate and Equidata shall agree upon Operational Specifications pertaining to the methodology and logistics of data transfer and database coordination. Upon mutual agreement as to the Operational Specifications, they shall be deemed to be a part of this Agreement by way of an Exhibit. Both parties must agree upon any changes to the Operational Specifications in writing. Any such changes will be deemed to be a part of the Operational Specifications.
4.	Non-solicitation of Clients. Marketing Affiliate shall not directly or indirectly solicit an existing business customer of Equidata during the term and condition of this Agreement other than for joint marketing purposes. Further, Marketing Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.
5.	Compliance. Marketing Affiliate nor Equidata, shall engage in any practice or activity that is not in compliance with the Fair Credit Reporting Act (FCRA), the Fair Debt Collection Practices Act (FDCPA) and the Health Insurance Portability and Accountability Act (HIPAA) as well as, but not limited to, any practice or activity that:

5.1.	Violates any applicable law or regulation; including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; that invade the privacy of any third party; that are in any way connected with the transmission of “junk mail”, “spam” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.
5.2.	Is misleading, deceptive, confusing or abusive as outlined in the Telemarketing Fraud Prevention Act;
5.3.	Makes any representation or statement, or grants any warranty or creates any other obligation with respect to the Services, that is in addition to or otherwise inconsistent with any representation, statement or warranty stated expressly by Equidata.
5.4.	Uses Marketing Materials, media or methods that are not approved, including, but nor limited to telemarketing scripts. Such approval shall not be unreasonably withheld and shall be completed within 48 hours of receipt of Marketing Materials for review.
5.5.	Does not meet the standards for good industry practices for the direct marketing industry.
5.6.	Further guidelines and requirements are provided in Exhibit B and C.

6.	Audit. Equidata may audit, at Equidata’s expense, the Marketing Affiliate’s marketing, practices and activities for the purpose of assuring compliance with this Agreement. Equidata reserves the right to site inspect Marketing Affiliate’s physical location of business at any time.
7.	Term and Termination. This Agreement commences on the Effective Date, and terminates, along with all licenses and authorizations granted under it, upon the earliest of termination in accordance with the following.

7.1.	This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same terms and agreements unless superceded by future agreements.
7.2.	This Agreement may be terminated by either party with cause upon thirty (30) days written notice. Upon Marketing Affiliate’s default in payment or other breach of this Agreement, Equidata may terminate this Agreement without notice to Marketing Affiliate. Upon termination for any reason, Equidata reserves the right to deactivate Marketing Affiliate’s access to the services including the Equidata Web Site. Termination does not release Marketing Affiliate from paying all amounts owed to Equidata.
7.3.	At time of Agreement termination, Marketing Affiliate shall immediately remove all URL related data pertaining to said Agreement; and if data is not voluntarily removed, Equidata reserves the right to use all available legal resources to force the removal of Equidata URL related data and Marketing Affiliate agrees to be liable for the cost of such action, including but not limited to reasonable attorney fees.
7.4.	Equidata reserves the right to terminate this Agreement immediately for cause if Experian, Equifax and/or TransUnion (Credit Reporting Agencies — CRAs) decline to render Services to Marketing Affiliate for any reason or if Equidata is notified by any of the CRAs to cease rendering Services to Marketing Affiliate.

8. Representations and Warranties. Marketing Affiliate represents and warrants that:

8.1	Marketing Affiliate does not engage in any business with respect to, and the Marketing Affiliate Web Site will not be used, or display any materials, in any form or medium, in connection with a credit clinic, credit repair or restoration, credit counseling firm, financial counseling firm, detective agency, private investigation, security services, practice of law, news reporting or journalism, or fraudulent or unethical conduct.
8.2.	The information regarding Marketing Affiliate set forth in this Agreement, and the information provided to Equidata with respect to Marketing Affiliate and the Marketing Affiliate Web Site, is accurate; and
8.3.	Marketing Affiliate’s business, including without limitation any business conducted in connection with the Marketing Affiliate Web Site, does not violate any applicable law, regulation, court order or material agreement to which Marketing Affiliate is subject.
8.4.	Equidata warrants that it is an authorized provider of the Services as outlined in this Agreement and that it has the ability to provide said Services in the manner described herein.

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9.	Indemnification. Equidata and Marketing Affiliate each hereby agree to defend, indemnify and hold harmless each other and each of its employees, agents, officers, directors and shareholders from and against any claims, suits, demand or actions arising from breach of any warranties under this Agreement or failure to provide Services under this Agreement.
10.	Proprietary Information. Marketing Affiliate and Equidata mutually acknowledge that from time to time Confidential Information may be received by each. Confidential Information, includes, but is not limited to, Customer names and lists. The Receiving Party may not disclose or use the Disclosing Party’s Confidential and Proprietary Information for any reason other than in the performance of this Agreement. It is agreed any information received or collected by Marketing Affiliate about its Customers or potential Customers, including information used to enroll Customers is Proprietary as defined by this section and will not be used by Equidata in any manner other than as outlined herein.
11.	Liability. MARKETING AFFILIATE ACKNOWLEDGES AND AGREES THAT ANY PRODUCT, SERVICE, LICENSE OR PERMISSION PROVIDED BY EQUIDATA UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS. EQUIDATA EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR FREE. IN NO EVENT WILL EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY. EVEN IF EQUIDATA, MARKETING AFFILIATE OR BOTH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, MARKETING AFFILIATE AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EQUIDATA, AND EACH OF ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY CLAIM, SUIT, DEMAND, OR ACTION, INCLUDING WITHOUT LIMITATION ATTORNEY FEES, ARISING FROM (A) BREACH OF THIS AGREEMENT BY MARKETING AFFILIATE, (B) THE MARKETING AFFILIATE WEB SITE, OR (C) MARKETING AFFILIATE’S BUSINESS.
12.	Miscellaneous. This Agreement binds and inures to the benefit of each party’s permitted successors, assigns and legal representatives, including the purchasers of the stock or assets of either party hereto. No delegation by either party of any duty hereunder shall be deemed an assignment of this Agreement, nor shall any change in control or an assignment of by operation of law by either party be deemed an assignment hereunder. Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by either party may not be deemed a waiver of any further, prior, or future right or remedy hereunder. This Agreement is governed by and construed in accordance with the laws of the State of Virginia. All notices required to be given in writing must be sent by overnight delivery service to the name and address designated in this Agreement or to such other address that the receiving party may in advance designate by written notice. Notice is deemed effective on the day after delivery by the overnight carrier. If any provision of this Agreement is declared invalid, the other provisions remain in full force and effect and this Agreement is deemed to be amended to replace, to the extent legally possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of consideration. The Parties shall operate as Independent Contractors in performing their obligations under the Agreement and shall have exclusive control of the manner and means of performing such obligations. Each party shall be solely responsible for supervision, daily direction and control of its employees and payment of their salaries, worker’s compensation, disability and other benefits. Nothing in the Agreement shall be construed as making either party the agent of the other party, as granting to the other party the right to enter into any contract on behalf of the other party, or as establishing an association, franchise, joint venture or partnership between the Parties. Under no circumstances shall the employees of one party be deemed to be employees of the other for any purpose. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, statements and representations, oral or written, between the parties relating to the subject matter of the Agreement. No representation or promise, or modification or amendment to this Agreement is binding on either party unless in writing signed by authorized representatives of both parties.

Accepted and Agreed:
Executive two (2)  copies and return executed copies to:

Company Name: Equidata, Inc.		Marketing Affiliate Name: National Credit Report LLC
Address: 724 Thimble Shoals Blvd. Newport News, VA 23606		Address: 7700 N Congress AVE, Suite 3113 Boca Raton, FL 33487
Phone Numbers: 757-873-0519 / 800-288-9809 Fax: 757-873-1224		Phone Numbers: 561-910 8900
Email Address: Kchase@equidata.com		Email Address: ivan.posniak@nationalcreditreport.com
Print Name:	Kitty Chase	Print Name:	Ivan Posniak
Title:	SVP	Title:	CEO
Signature:	/s/ Kitty Chase	Signature:	/s/ Ivan Posniak

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EX-10.17

Exhibit 10.17

SUBLEASE

THIS SUBLEASE (the “Sublease”) is entered into October 8, 2008, between Digital Angel Corporation f/k/a Applied Digital Solutions, Inc., a Delaware corporation (“Landlord”), and IFTH Acquisition Corp., a Delaware corporation (“Tenant”). 

1. BASIC LEASE PROVISIONS AND CERTAIN DEFINITIONS.

A. Property Address: 1690 South Congress Avenue, Delray Beach, Florida 33445.

B. Premises: Suite 200, consisting of 7,911 rentable square feet.

C. Tenant’s Address until the Commencement Date: 7 Kingsbridge Road, Fairfield, New Jersey 07004; thereafter, the Premises.

D. Landlord’s Address (for notices): 490 Villaume Avenue, South St. Paul, Minnesota 55075.

E. Prime Landlord: The Realty Associates Fund V, L.P., a Delaware limited partnership.

F. Prime Landlord’s Address (for notices): The Realty Associates Fund V, L.P., c/o Terranova Corporation, 1200 Brickell Avenue, Suite 1500, Miami, Florida 33131, Attention: President.

G. Identification of Prime Lease: Office Lease dated January 29, 2004.

H. Sublease Term: Twenty-one (21) months.

I. Commencement Date: October 1, 2008.

J. Expiration Date: June 30, 2010.

K. Rent: $157,500 for the entire Sublease Term, payable in one lump sum immediately upon full execution of this Sublease and receipt of Prime Landlord’s written consent to this Sublease.

2. PRIME LEASE. Landlord is the tenant under a Prime Lease with Prime Landlord. Landlord warrants that (a) Landlord has delivered to Tenant a complete copy of the Prime Lease and all other agreements between Prime Landlord and Landlord relating to the leasing, use or occupancy of the Premises, (b) the Prime Lease is, as of the date of this Sublease, in full force and effect, and (c) no event of default has occurred under the Prime Lease and, to Landlord’s knowledge, no event has occurred and is continuing which would constitute an event of default by Landlord, but for the requirement of the giving of notice and the expiration of the period of time to cure.

3. SUBLEASE. Landlord, in consideration of the rents and the agreements to be performed by Tenant, subleases to Tenant the Premises that are situated within the building located at the Property Address (the “Building”), and being a part of the Property.

A. SUBLEASE TERM. The Sublease Term shall commence on the Commencement Date and shall expire on the Expiration Date.

4. POSSESSION. The Premises are to be delivered by Landlord as of the execution and delivery of this Sublease by Landlord.

5. TENANT’S USE. The Premises shall be used and occupied only for the uses permitted under the Prime Lease.

6. RENT. Tenant shall pay only the one-time, lump sum Rent payment described in Section 1.K as the total consideration for Tenant’s occupancy and use of the Premises during the Sublease Term. Tenant shall pay no additional rent or other charges of any kind, including any utility charges or expenses, either to Landlord or to Prime Landlord; provided, however, that Tenant shall be responsible for any utility charges or expenses incurred due to Tenant’s use of the Premises outside the normal “hours of service,” as set forth within Section 11.3 of the Prime Lease, and Tenant shall pay the Landlord for any such expenses, if applicable. Landlord shall be responsible for prompt and full compliance with all terms of the Prime Lease, including payments of any and all charges required thereunder, including but not limited to, Base Rent and Tenant’s Share of Operating Expenses, including utility charges or expenses, and Real Property Taxes, as provided in the Prime Lease; provided, however, that Tenant shall reimburse Landlord for any utility charges or expenses incurred due to Tenant’s use of the Premises outside the normal “hours of service,” as set forth within Section 11.3 of the Prime Lease.

7. QUIET ENJOYMENT. Landlord represents that it has full power and authority to enter into this Sublease, subject to the consent of Prime Landlord. So long as no Event of Default (defined below) has occurred, Tenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed by Landlord or by anyone claiming through Landlord.

8. INSURANCE. Landlord will at all times during the Sublease Term, and at its sole cost and expense, maintain the commercial general liability insurance policy that is required under Section 8.1 of the Prime Lease, and Landlord shall name Tenant as an additional insured under such insurance. Tenant will at all times during the Sublease Term, and at its sole cost and expense, maintain (i) the “all-risk” extended coverage property insurance policy that is required under Section 8.1(a) of the Prime Lease and (ii) the workers’ compensation insurance policy that is required under Section 8.1(b) of the Prime Lease.

9. ASSIGNMENT OR SUBLETTING. Upon request by Tenant, Landlord shall use reasonable efforts to obtain the consent of Prime Landlord, if its consent is required under the Prime Lease, if Tenant wishes to assign this Sublease or sub-sublet the Premises. In addition, prior to Tenant assigning this Sublease or sub-subletting the Premises, Tenant must obtain the consent of Landlord to such assignment or sub-subletting; provided, however, that Landlord’s consent shall not be necessary for Tenant to share the Premises with VeriChip Corporation, a Delaware corporation.

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10. FIRE OR CASUALTY OR EMINENT DOMAIN. In the event of a fire or other casualty affecting the Building or the Premises, or of a taking of all or a part of the Building or Premises by the exercise of the power of eminent domain, Landlord shall not exercise any right which may have the effect of terminating the Prime Lease without first obtaining the prior consent of Tenant. If Landlord is entitled, under the Prime Lease, to a rent abatement as a result of a fire or other casualty or as a result of a taking under the power of eminent domain, then Tenant shall be entitled to a prompt refund of Rent calculated by multiplying the percentage of the Premises made untenantable by the lump sum payment of Rent multiplied by the percentage of the Sublease Term during which the abatement continues. If the Prime Lease imposes on Landlord the obligation to repair or restore leasehold improvements or alterations, Landlord shall promptly perform such repairs or restoration, and Tenant shall permit Landlord to enter the Premises to perform them, subject to reasonable conditions which Tenant may impose.

11. ALTERATIONS. Tenant may make any alterations in or additions to the Premises (“Alterations”) if to do so would not create a default under the Prime Lease. Landlord shall use reasonable efforts to obtain the consent of Prime Landlord, if its consent is required under the Prime Lease. If Alterations by Tenant are permitted or consented to as provided above, Tenant shall comply with all of the obligations of Landlord in the Prime Lease pertaining to the performance of the Alterations.

12. SURRENDER. At the expiration or termination of this Sublease or of Tenant’s right to possession of the Premises, Tenant will at once surrender and deliver to Landlord the Premises, together with their improvements, in good condition and repair (reasonable wear and tear excepted), but free of any and all fixtures, equipment, furnishings and other items of property belonging to Tenant. Tenant shall be responsible for any extraordinary wear and tear, relative to the condition of the Premises as of the Commencement Date, at the expiration or termination of this Sublease or of Tenant’s right to possession of the Premises.

13. TENANT DEFAULT. Tenant agrees that any one or more of the following events shall be considered Events of Default:

A. Tenant, by its actions, causes a default under the Prime Lease and such default, if curable, is not cured within the time, if any permitted for cure under the Prime Lease.

B. Tenant defaults in any of the other agreements contained in this Sublease to be performed by Tenant, and the default continues for 30 days after written notice.

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14. LANDLORD DEFAULT. If Landlord fails to pay any amounts to Prime Landlord or any other party as required under the Prime Lease, or fails to comply with any other provisions of the Prime Lease, such failure shall constitute a default by Landlord under this Sublease. If Tenant is unable to occupy the Premises during any part of the Sublease Term due to Landlord’s default under the Prime Lease, Tenant shall be entitled to liquidated damages in an amount equal to two times the Rent payment under this Sublease (a total of $315,000.00 in liquidated damages); provided, however, that Landlord shall have five (5) days from the date of such default to cure such default before Landlord must pay the liquidated damages to Tenant. The parties agree that Tenant’s damages would be difficult to calculate if Tenant is unable to use the Premises as a result of Landlord’s default, and have therefore agreed to the foregoing amount as liquidated damages for such a default by Landlord.

15. COMMUNICATIONS. All notices, demands, requests, consents, approvals, agreements or other communications (“Communications”) which may or are required to be given by either party to the other shall be in writing and shall be deemed given when received or refused if sent by United States registered or certified mail, postage prepaid, return receipt requested or if sent by overnight commercial courier service (a) if to Tenant, addressed to Tenant at Tenant’s Address or at such other place as Tenant may from time to time designate by notice to Landlord or (b) if to Landlord, addressed to Landlord at Landlord’s Address or at such other place as Landlord may from time to time designate by notice to Tenant. Each party agrees promptly to deliver a copy of each Communication from the other party to Prime Landlord, and promptly to deliver to the other party a copy of any Communication received from Prime Landlord. The copies shall be delivered by commercial courier for delivery on the next business day.

16. PROVISIONS REGARDING SUBLEASE. This Sublease and all the rights of parties under it are subject and subordinate to the Prime Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Prime Lease. In furtherance of the foregoing, the parties confirm, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Prime Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Tenant the benefits of this Sublease and of those provisions of the Prime Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Landlord against a default by Tenant which might cause a default or event of default by Landlord under the Prime Lease, the parties agree:

A. Landlord shall pay, when due, all Base Rent, additional rent and other charges payable by Landlord to Prime Landlord under the Prime Lease; 

B. Landlord shall perform its covenants and obligations under the Prime Lease which are not otherwise to be performed under this Sublease by Tenant on behalf of Landlord. For example, Landlord shall at all times keep in full force and effect all insurance required of Landlord as tenant under the Prime Lease;

C. Landlord shall not agree to any amendment to the Prime Lease which might have an adverse effect on Tenant’s occupancy of the Premises or its use of the Premises for their intended purpose, unless Landlord shall first obtain Tenant’s prior approval;

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D. Landlord grants to Tenant the right to receive all of the services and benefits with respect to the Premises which are to be provided by Prime Landlord under the Prime Lease. The parties contemplate that Prime Landlord will, in fact, perform its obligations under the Prime Lease and in the event of any default or failure of performance by Prime Landlord, Landlord agrees that it will, upon notice from Tenant, make demand upon Prime Landlord to perform its obligations under the Prime Lease, and if Tenant agrees to pay all costs and expenses of Landlord (to be shared by Landlord pro rata if Prime Landlord’s default adversely affects Landlord), and provides Landlord with security for that payment reasonably satisfactory to Landlord, Landlord will take appropriate legal action to enforce the Prime Lease;

E. Each party shall indemnify, defend and hold harmless the other party from any and all liabilities, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of or relating to any act or omission by the indemnifying party which constitutes or would constitute a default under the Prime Lease or this Sublease; and

F. Tenant acknowledges that Landlord may pre-pay all rent and other expenses contemplated under the Prime Lease to Prime Landlord, including, but not limited to, Base Rent, Tenant’s Share of Operating Expenses, including utility charges or expenses, and Real Property Taxes (as these terms are defined within the Prime Lease); provided, however, that such pre-payment does not relieve Landlord of any of its obligations under the Prime Lease or this Sublease.

17. ADDITIONAL SERVICES. Landlord shall cooperate with Tenant to cause Prime Landlord to provide services required by Tenant in addition to those otherwise required to be provided by Prime Landlord under the Prime Lease (such as after-hours heating or cooling).

18. PRIME LANDLORD’S CONSENT. This Sublease and the obligations of the parties under it are expressly conditioned upon Landlord’s obtaining Prime Landlord’s consent to this Sublease. Landlord and Tenant agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord’s consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed to the amendment); or (c) be construed as a waiver of Prime Landlord’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting of all or any part of the Premises. Prime Landlord’s consent shall, however, be deemed to evidence Prime Landlord’s agreement that (y) Tenant may use the Premises for the purposes described herein and (z) Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord’s property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

19. BROKERAGE. Each party warrants to the other that it has had no dealings with any broker in connection with this Sublease. Each party agrees to indemnify the other party from and as to any liability for any compensation claimed by any broker or agent with respect to this Sublease or its negotiation on behalf of the party through whom the claim is made.

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20. ADDITIONAL PROVISIONS.

A. Counterparts. This Sublease may be executed in any numbers of counterparts; each such counterpart hereof shall be deemed to be an original document, but all such counterparts together shall constitute but one Sublease. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Sublease in the presence of the other party to this Sublease. This Sublease is effective upon delivery of one executed counterpart from one party to the other party. In proving this Sublease, a party must produce or account only for the executed counterpart of the party to be charged.

B. No Partnership. Nothing contained in this Sublease shall be deemed to create a partnership or joint venture between Landlord and Tenant or to create any other relationship other than sublandlord and subtenant.

C. Entire Agreement. This Sublease embodies and constitutes the entire agreement and understanding between the parties hereto with respect to the transaction contemplated herein, and all prior or contemporaneous agreements, understandings, representations, and warranties are merged into this Sublease. Landlord and Tenant expressly acknowledge that they have not relied on any prior or contemporaneous oral or written representations or statements by the other party in connection with the subject matter of this Sublease except as expressly set forth in this Sublease.

D. Severability. If any provision of this Sublease is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Sublease shall remain in full force if the essential provisions of this Sublease for each party remain valid, binding, and enforceable.

E. Amendments. The parties may amend this Sublease only by a written agreement of the parties that identifies itself as an amendment to this Sublease.

F. Time of Essence. Time is of the essence of this Sublease.

G. Captions; Interpretation. The captions at the beginning of the several paragraphs are for convenience only and shall not control or affect the meaning or construction of any provision of this Sublease. Landlord and Tenant have both conferred with counsel in negotiating this Sublease; and accordingly, this Sublease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms.

H. Governing Law and Venue. The internal substantive laws of the State of Florida, excluding its conflict and choice of law principles, shall govern all questions related to the execution, construction, validity, interpretation and performance of this Sublease and to all other issues and claims arising under or related to it. Any action to enforce the terms of this Sublease shall be brought in a court of competent jurisdiction located in West Palm Beach, Florida.

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The parties have executed this Sublease the day and year first above written.

LANDLORD:	TENANT:
DIGITAL ANGEL CORPORATION,	IFTH ACQUISITION CORP.,
a Delaware corporation	a Delaware corporation
By: /s/ Lorraine M. Breece Name: Lorraine M. Breece	By: /s/ Michael Feder Name: Michael Feder
Its: SVP, CFO	Its: Acting Chief Financial Officer
Date: October 8, 2008	Date: October 8, 2008
Witnesses:	Witnesses:
/s/ Patricia Petersen Print Name: Patricia Petersen	/s/ Courtney Cady Print Name: Courtney Cady
/s/ Andrew Kingston Print Name: Andrew Kingston	/s/ William J. Caragol Print Name: William J. Caragol

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EX-21.1

Exhibit 21.1

List of Subsidiaries

Name	Place of Incorporation or Organization
IFTH NY Sub, Inc. (Formerly Information Technology Services, Inc. (D/B/A InfoTech))	New York
IFTH NJ Sub, Inc. (Formerly InfoTech USA, Inc. (D/B/A InfoTech))	New Jersey
National Credit Report.com, LLC	Florida

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-106340 IFTH Acquisition Corp. on Form S-8 of our report dated December 22, 2008 with respect to our audit of the consolidated financial statements and financial statement schedule of IFTH Acquisition Corp., included in this Annual Report on Form 10-K of IFTH Acquisition Corp. for the fiscal year ended September 30, 2008. In addition, our report stated that we also audited the adjustments to retrospectively reclassify the September 30, 2007 and 2006 financial statements for the discontinued operations. We did not audit the September 30, 2007 and 2006 consolidated financial statements of IFTH Acquisition Corp. other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the September 30, 2007 and 2006 consolidated financial statements take as a whole.

/s/ Eisner LLP

New York, New York
December 22, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-106340 previously filed by IFTH Acquisition Corp. on Form S-8 of our report dated December 21, 2007 with respect to our audits of the consolidated financial statements of IFTH Acquisition Corp. as of September 30, 2007 and for the years ended September 30, 2007 and 2006, and the related financial statement schedule, prior to the adjustment described in Note 8 that was applied to reclassify the financial statements for the discontinued operations of the Company.

/s/ J. H. Cohn LLP

Roseland, New Jersey
December 24, 2008

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, William J. Caragol, certify that:

1. I have reviewed this Annual Report on Form 10-K of IFTH Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonably assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 24, 2008	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer, President and Acting Chief Financial Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, William J. Caragol, certify that:

1. I have reviewed this Annual Report on Form 10-K of IFTH Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonably assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 24, 2008	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer, President and Acting Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to
18 U.S.C. §1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of IFTH Acquisition Corp. (the “Registrant”) on Form 10-K for the year ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Caragol, Chief Executive Officer, President and Acting Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ William J. Caragol 

William J. Caragol 

Chief Executive Officer, President and
Acting Chief Financial Officer
December 24, 2008  

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.