10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

 x.   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2013

 ¨   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 000-53446

INFINITY AUGMENTED REALITY, INC.

(Exact name of registrant as specified in its charter)

Nevada	71-1013330
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
45 Broadway, 6th Floor New York, New York	10006
(Address of principal executive offices)	(Zip Code)
(212) 201-4070
(Registrant's telephone number, including area code)

ABSOLUTE LIFE SOLUTIONS, INC

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.

Yesx. No¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx. No¨.

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 the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨.	Accelerated filer	¨
Non-accelerated filer	¨. (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨. Nox.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 92,189,279 shares of common stock as of April 14, 2013.

INFINITY AUGMENTED REALITY, INC.

(formerly known as ABSOLUTE LIFE SOLUTIONS, INC.)

(A Development Stage Company)

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

February 28, 2013

INDEX

			Page
PART I - FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	16
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
	Item 3.	Defaults Upon Senior Securities	16
	Item 4.	Mine Safety Disclosures	16
	Item 5.	Other Information	16
	Item 6.	Exhibits	16

Item 1. Financial Statements

The following unaudited interim financial statements of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc. and its Subsidiary) (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

	Page
Condensed Consolidated Balance Sheets at February 28, 2013 (unaudited) and August 31, 2012	4
Condensed Consolidated Statements of Operations for the three months and six months ended February 28, 2013 and February 29, 2012 and the period from November 15, 2012 to February 28, 2013 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2013 and February 29, 2012 and the period from November 15, 2012 to February 28, 2013 (unaudited)	6
Notes to Condensed Consolidated Financial Statements	7

3

INFINITY AUGMENTED REALITY, INC.

(formerly known as ABSOLUTE LIFE SOLUTIONS, INC.AND ITS SUBSIDIARY)

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	February 28, 2013  (unaudited)			August 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	195,947		$	4,885
Prepaid expenses		8,119			15,192
Current assets of discontinued operations		-			4,562,177
Total current assets		204,066			4,582,254
Equipment, net		54,152			66,129
Security deposit		56,688			56,688
Noncurrent assets of discontinued operations		145,781			64,667,124
TOTAL ASSETS	$	460,687			69,372,195
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses	$	449,872		$	441,297
Current liabilities of discontinued operations		775,000			60,076,710
Total current liabilities		1,224,872			60,518,007
Deferred rent		67,905			49,335
Long-term liabilities of discontinued operations		-			4,243,044
TOTAL LIABILITES		1,292,777			64,810,386
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock ($0.00001 par value; 100,000,000 authorized; of which 60,000 are designated as Series A 12.5% convertible preferred stock;  No Series A issued and outstanding ( August 31, 2012 – No Series A issued and outstanding)		-			-
of which 25,000 are designated as Series B 12.5% convertible preferred stock;  No Series B issued and outstanding ( August 31, 2012 – No Series B issued and outstanding)		-			-
Common stock ($0.00001 par value; 500,000,000 authorized; 92,544,747 issued and 92,189,279 outstanding)   (August 31, 2012 - 92,544,747 issued and 92,229,599 outstanding)		925			925
Additional paid in capital		51,490,401			51,486,890
Treasury stock, at cost (355,468 shares of common stock) (August 31, 2012- 315,148 shares of common stock)		(49,766	)		(44,121	)
Accumulated deficit		(52,273,650	)		(46,881,885	)
Total Stockholders' (Deficit) Equity		(832,090	)		4,561,809
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	460,687		$	69,372,195

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

4

INFINITY AUGMENTED REALITY, INC.

(formerly known as ABSOLUTE LIFE SOLUTIONS, INC. AND ITS SUBSIDIARY)

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	Three months ended February 28, 2013			Three months ended February 29, 2012			Six months ended February 28, 2013			Six months ended February 29, 2012			From November 15, 2012 to February 28, 2013
Sales, general and administrative expenses	$	(622,003	)	$	-		$	(882,673	)	$	-		$	(703,394	)
Loss from continuing operations before income tax		(622,003	)		-			(882,673	)		-			(703,394	)
Income tax provision		(27,783	)		-			(190,652	)		-			(78,637	)
Loss from continuing operations		(649,786	)		-			(1,073,325	)		-			(782,031	)
Loss from discontinued operations (including loss on disposal of life settlement contracts of $8,438,584 for the three months and six months ended February 28, 2013), net of tax		(53,798	)		(1,586,283	)		(4,318,440	)		(5,974,676	)		-
Net loss		(703,584	)		(1,586,283	)		(5,391,765	)		(5,974,676	)		(782,031	)
Deemed dividend on issuance of Series A and Series B Preferred Stock		-			(932,643	)		-			(932,643	)		-
Dividend on Convertible Preferred Stock		-			(3,233,104	)		-			(3,233,104	)		-
Net loss applicable to common shareholders	$	(703,584	)	$	(5,752,030	)	$	(5,391,765	)	$	(10,140,423	)	$	(782,031	)
Basic and diluted loss per common share
Continuing operations	$	(0.01	)	$	-		$	(0.01	)	$	-
Discontinued operations		-			(0.06	)		(0.04	)		(0.11	)
Net loss per common share	$	(0.01	)	$	(0.06	)	$	(0.05	)	$	(0.11	)
Basic weighted average shares outstanding		98,226,463			93,500,031			98,228,040			92,462,314
Diluted weighted average shares outstanding		98,226,463			93,500,031			98,228,040			92,462,314

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

5

INFINITY AUGMENTED REALITY, INC.

(formerly known as ABSOLUTE LIFE SOLUTIONS, INC. AND ITS SUBSIDIARY)

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	Six months ended February 28, 2013			Six months ended February 29, 2012			From November 15, 2012 to February 28, 2013
OPERATING ACTIVITIES
Net loss	$	(5,391,765	)	$	(5,974,676	)	$	(782,031	)
Loss from discontinued operations		4,318,440			5,974,676			-
Adjustments to reconcile net loss to net cash (used in) provided by operations
Stock-based compensation		3,511			-			3,511
Stock forfeited by stockholders to settle payment of withholding tax on behalf of such stockholders		(5,645	)		-			(5,645	)
Depreciation		11,977			11,976			6,987
Deferred rent		18,570			3,854			4,267
Deferred income taxes		190,652			-			78,637
Changes in operating assets and liabilities
Prepaid expenses		7,073			20,629			10,423
Accounts payable and accrued expenses		8,575			147,891			98,003
Net cash (used in) provided by operating activities- continuing operations		(838,612	)		184,350			(585,848	)
Net cash (used in) provided by operating activities- discontinued operations		(6,655,209	)		(3,792,462	)		5,858,675
Net cash (used in) provided by operating activities		(7,493,821	)		(3,608,112	)		5,272,827
INVESTING ACTIVITIES
Net cash provided by investing activities- continuing operations		-			-			-
Net cash provided by investing activities- discontinued operations		9,756,718			1,243,886			-
Net cash provided by investing activities		9,756,718			1,243,886			-
FINANCING ACTIVITIES
Net cash provided by financing activities- continuing operations		-			-			-
Net cash (used in) provided by financing activities- discontinued operations		(2,300,000	)		2,500,000			(5,135,000	)
Net cash (used in) provided by financing activities		(2,300,000	)		2,500,000			(5,135,000	)
Change in cash and cash equivalents		(37,103	)		135,774			137,827
Cash and cash equivalents, beginning		233,050			1,917,896			58,120
Cash and cash equivalents, ending		195,947			2,053,670			195,947
Less cash and cash equivalents of discontinued operations, ending		-			2,053,670			-
Cash and cash equivalents of continuing operations, ending	$	195,947		$	-		$	195,947

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

6

INFINITY AUGMENTED REALITY, INC.

(formerly known as ABSOLUTE LIFE SOLUTIONS INC. AND ITS SUBSIDIARY)

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2013

1. NATURE AND CONTINUANCE OF OPERATIONS

Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.) (the “Company” or “IAR” or “Infinity”) was originally incorporated as Shimmer Gold, Inc. in the State of Nevada on September 7, 2006 and was in the business of the acquisition and exploration of mineral resources.

On May 21, 2010, the Company changed its name from Shimmer Gold, Inc. to Absolute Life Solutions, Inc. During the fiscal year ended August 31, 2010, the Company commenced operations as a specialty financial services company engaged in the business of purchasing life settlement contracts for long-term investment purposes.

Effective November 15, 2012, the Company is no longer engaged in its prior primary activity as a specialty financial services company primarily engaged in the purchase of life settlement contracts. As a result of the foregoing, the Company is currently classified as a development stage company. All of the operations related to the Company’s life settlements business are reported as discontinued operations in the condensed consolidated financial statements. As discussed in Note 3, the prior period operations related to this business have also been reclassified as discontinued operations retrospectively for all periods presented.

During the year ended August 31, 2012, the Company formed a wholly-owned subsidiary Infinity Augmented Reality, LLC (“IAR Subsidiary”) and commenced activities to enable it to be actively engaged in the development of software applications which will utilize augmented reality. Effective March 7, 2013, the Company changed its name from Absolute Life Solutions, Inc. to Infinity Augmented Reality, Inc. On that same date, the IAR Subsidiary was merged into the Company. The Company is actively engaged in the development of software applications which will utilize augmented reality. The Company intends to develop a comprehensive augmented reality platform for consumers. The Company’s objective is to establish itself firmly as a preeminent source for state-of-the-art augmented reality experiences, forging a strong association, early on, between the Infinity brand and the burgeoning medium.

The continued existence of the Company is dependent upon its ability to generate profit from its augmented reality business and to meet its obligations as they come due. If additional cash is needed, the Company intends to finance the future capital required for continued operations from a combination of debt and equity markets. However, there is no assurance that (a) traditional debt and equity markets may be accessible as required, or if so, on acceptable terms and, or (b) the demand for and selling prices of the Company’s augmented reality software applications, may not be sufficient to meet cash flow requirements. The outcome of these matters cannot be predicted with certainty and therefore the Company may not be able to continue or expand operations as planned. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of February 28, 2013 and February 29, 2012 and for the three months and six months then ended and for the period from November 15, 2012 to February 28, 2013 have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the annual audited financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany accounts and transactions are eliminated in the consolidation process. The unaudited Balance Sheet as of February 28, 2013, Statements of Operations for the three months and six months ended February 28, 2013 and February 29, 2012 and for the period from November 15, 2012 to February 28, 2013, and Statements of Cash Flows for the six months ended February 28, 2013 and February 29, 2012 and for the period from November 15, 2012 to February 28, 2013, are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The results for the three months and six months ended February 28, 2013 and for the period from November 15, 2012 to February 28, 2013 are not necessarily indicative of results to be expected for the year ending August 31, 2013 or for any future interim period. In addition, the balance sheet data at August 31, 2012 was derived from the audited financial statements but does not include all disclosures required by GAAP. The accompanying financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on January 3, 2013.

7

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to deferred income tax amounts and rates and timing of the reversal of income tax differences.

Development Stage Company

Effective November 15, 2012, the Company is considered a development stage company, having no operating revenues during the period from November 15, 2012 (“Inception”) to February 28, 2013, as defined by ASC 915-205, Development-Stage Entities. ASC 915-205 requires companies to report their operations, shareholders equity and cash flows upon entering the development stage through the date that revenues are generated. From November 15, 2012 through February 28, 2013, all operating expenses of the Company related to its augmented reality business and is included in the Condensed Consolidated Statements of Operations. The Company had operating expenses of $179,279 and $143,753 respectively for the period from September 1, 2012 to November 15, 2012 and the period from June 1, 2012 to August 31, 2012 respectively, relating to its augmented reality business.

Cash and Cash Equivalents

The Company considers all short term investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

Reclassifications

During the six months ended February 28, 2013, the Company disposed of all its life settlement contracts. As of February 28, 2013, all of the operations related to the life settlement business, as well as any resulting gain or loss recognized from the disposal, have been reported as discontinued operations in the condensed consolidated financial statements. The Company has also reported the prior period operations related to this business as discontinued operations retrospectively for all periods presented. Additionally, the assets and liabilities related to the life settlements business have been classified as discontinued operations in the consolidated balance sheets for all periods presented. See Note 3 - Discontinued Operations for more information.

Financial Instruments

The fair value of certain of the Company's financial instruments, consisting of cash, accounts payable and accrued expenses are estimated to be equal to their carrying value due to the short-term nature of these instruments. It is management's opinion that the Company is not exposed to significant interest, currency and credit risks arising from these financial instruments.

Deferred Rent Liability

The Company’s operating lease provides for minimum annual payments that adjust over the life of the lease. The aggregate minimum annual payments are expensed on the straight-line basis over the minimum lease term. The Company recognizes a deferred rent liability for rent escalations when the amount of straight-line rent exceeds the lease payments, and reduces the deferred rent liability when the lease payments exceed the straight-line rent expense.

Software Development Costs

The Company applies the principles of ASC 985-20, Software- Costs of Software to Be Sold, Leased, or Marketed, which requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the "tested working model" approach to establishing technological feasibility for its products. Under this approach, a product in development is not considered to have passed the technological feasibility milestone until the Company has produced a model of the product that contains essentially all the functionality and features of the final product and have tested the model to ensure that it works as expected. The Company has expensed all software development costs when incurred since they have not reached technological feasibility.

Income Taxes

Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. The Company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.

8

Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense.

Earnings (Loss) per Share

Basic earnings (loss) per share is calculated using the weighted average number of shares of common stock outstanding during the period. Included in basic loss per share calculations are the effects of 6,000,000 warrants exercisable at $.01. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. There are no other potential common shares at February 28, 2013. For the three months and six months ended February 29, 2012, 26,650,000 and 27,092,500 warrants with an exercise price of $2.00 and $4.00 respectively, and 53,300 Series A and Series B preferred shares, convertible into 53,300,000 common shares are not included in diluted earnings per share since their effect would be anti-dilutive.

Stock-Based Compensation

The Company records stock-based compensation expense in accordance with ASC 718, Compensation - Stock Compensation. The Company accounts for stock based compensation arrangements using a fair value method and records such expense on a straight-line basis over the estimated life of the instrument.

Recent Accounting Pronouncements

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the condensed consolidated financial statements of the Company.

3. DISCONTINUED OPERATIONS

Effective November 15, 2012, the Company reached an agreement with the agent of the Lenders regarding the satisfaction of the outstanding balance of the Loans, under the terms of a Loan Satisfaction Agreement. Such agreement resulted in the disposition of all of the life settlement contracts that were held by the Company to the Lender or an affiliate of the Lender. All of the operations related to the Company’s life settlements business are reported as discontinued operations in the condensed consolidated financial statements. The prior period operations related to this business have also been reported as discontinued operations retrospectively for all periods presented. The assets and liabilities related to the Company’s life settlements business are reported as assets and liabilities of discontinued operations in the condensed consolidated balance sheets as of February 28, 2013. The Company presented the prior year assets and liabilities related to the Company’s life settlements business as discontinued operations to provide comparability between the periods presented.

Discontinued operations on the condensed consolidated statement of operations for the three months and six months ended February 28, 2013 and February 29, 2012 are as follows:

	Three months ended February 28, 2013			Three months ended February 29, 2012			Six months ended February 28, 2013			Six months ended February 29, 2012
Sales, general and administrative expenses	$	(75,000	)	$	(509,630	)	$	(204,200	)	$	(884,773	)
Other income (expense)
Realized gain on life settlement contracts held under investment method		-			-			-			319,843
Realized loss on extinguishment of debt		-			-			(8,438,584	)		-
Change in fair value of life settlement contracts net of premiums paid		-			(1,349,234	)		2,055,438			(9,229,160	)
Interest expense		-			-			(1,610,571	)		-
Loss from discontinued operations before income tax		(75,000	)		(1,858,864	)		(8,197,917	)		(9,794,090	)
Income tax benefit		21,202			272,581			3,879,477			3,819,414
Net loss from discontinued operations	$	(53,798	)	$	(1,586,283	)	$	(4,318,440	)	$	(5,974,676	)

9

Assets and liabilities of discontinued operations for the Company’s life settlements business on the condensed consolidated balance sheets consist of the following:

	February 28, 2013 (unaudited)		August 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	-	$	228,165
Investment in life settlement contracts at investment method		-		4,334,012
Total current assets of discontinued operations		-		4,562,177
Investment in life settlement contracts at fair value		-		64,667,124
Deferred income taxes		145,781		-
Total noncurrent assets of discontinued operations	$	145,781	$	64,667,124
LIABILITIES
Current Liabilities
Interest payable	$	-	$	626,710
Loans payable		-		59,450,000
Income and other taxes payable		775,000		-
Total current liabilities of discontinued operations		775,000		60,076,710
Deferred income taxes		-		4,243,044
Total long-term liabilities of discontinued operations	$	-	$	4,243,044

During the six months ended February 28, 2013, a life settlement contract matured resulting in cash proceeds of $10,000,000, these proceeds were used to satisfy the Company’s outstanding obligations of $9,378,807 in discontinued operations, including (i) interest on Term Loan of $2,123,281, (ii) $5,971,000 outstanding under the Revolving Loan, plus $114,000 in interest under the Revolving Loan, or a total of $6,085,000 due under the Revolving Loan and (iii) $1,170,526 premiums payable on behalf of ALS Capital Ventures LLC.

As of February 28, 2013, the Company had a deferred income tax asset of $145,781 from an NOL from discontinued operations and income tax payable of $775,000, which includes $75,000 for interest and penalties, as a result of a realized gain from maturity of a life settlement contract which could not be offset by the capital loss generated by the disposition of life settlement contracts.

4. PREFERRED STOCK

As of February 28, 2013, there are no outstanding Series A Preferred Stock or Series B Preferred Stock.

5. COMMON STOCK, WARRANTS AND OPTIONS

Common Stock

The Company did not issue additional common stock during the quarter ended February 28, 2013.

During the quarter ended February 28, 2013, the Company received 40,320 shares of common stock from the Company’s CFO as reimbursement for $5,645 of taxes paid on their behalf. Those shares were returned to the Company’s treasury.

Warrants

Warrant transactions are summarized as follows:

10

	Number of warrants		Weighted average exercise price		Weighted average life remaining (in years)
Balance as at August 31, 2012
Issued		6,000,000		0.01		2.75 years
Additions as of February 28, 2013
Issued		-		-
Balance as at February 28, 2013		6,000,000		0.01		2.25 years

As of February 28, 2013, there were 6,000,000 warrants outstanding and exercisable with expiration dates commencing June 2015.

Except as set forth under limited circumstances, the warrants do not permit net cash settlement.

Stock Options

During the six months ended February 28, 2013, the Company granted 100,000 Non Qualified Stock Options at an exercise price of $0.31 vesting on October 24, 2013 and expiring on October 23, 2017 to a director. For the six months ended February 28, 2013, the compensation expense of these options was $3,511 and is included in the Condensed Consolidated Statements of Operations.

Valuation Assumptions

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards or related modifications. The Black-Scholes model requires the use of subjective and complex assumptions including the option's expected life and the underlying stock price volatility. The Company expects future volatility to approximate historical volatility of similar companies. The following weighted average assumptions were used for estimating the fair value of options granted during the six months ended February 28, 2013:

	2013			2012
Risk-free interest rate		0.77	%		-
Expected life		5 years			-
Volatility		83	%		-
Dividend yield		0	%		-

6. INCOME TAXES

Income tax expense (benefit) consists of the following components at February 28, 2013 and February 29, 2012:

	2013		2012
Current tax expense	$	-	$	19,426
Deferred tax expense (benefit)		190,652		(3,838,840	)
Total income tax expense (benefit)	$	190,652	$	(3,819,414	)

The Company calculates its interim tax provision in accordance with the provisions of ASC 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur.

In computing the annual estimated effective tax rate the Company makes certain estimates and judgments, such as estimated annual taxable income or loss, the nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. These estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. The Company is in the development stage and has no saleable product and no income, therefore all operating expenses are capitalized for tax purposes. The difference between the statutory rate of 35% and the effective rate of 22% is primarily attributable to the increase in valuation allowance.

11

As of February 28, 2013, the Company has filed income tax returns through the fiscal 2011 tax year. The Company is required to file income tax returns in the United States (federal) and in New York State and City. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The evaluation was performed for the August 31, 2008 – August 31, 2012 tax years, which remain subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There was $75,000 accrued for penalties and interest during the three months and six months ended February 28, 2013. There was no significant amounts accrued for penalties or interest during the three months and six months ended February 29, 2012. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

7. SUBSEQUENT EVENTS

Subsequent to February 28, 2013, the Board of Directors of the Company, through unanimous written consent, resolved to adopt the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which the Company may issue up to 30,000,000 shares or options to purchase shares of the Company’s Common Stock to employees, officers, directors, consultants and advisors of the Company.

On March 4, 2013, the Company entered into separate agreements with five independent consultants, pursuant to which each of the respective consultants agreed to provide augmented reality consulting services for the Company’s augmented reality activities. In consideration of the consulting services, the Company granted these consultants a total of 22,600,000 Non Qualified Stock Options (the “Options”), of which 8,050,000 Options were issued under the 2010 Equity Incentive Plan (the “2010 Plan”) and 14,550,000 Options were issued under the 2013 Plan. The Options have an exercise price of $0.10, vesting on March 4, 2013 and expiring on March 5, 2018.The fair value of these Options at grant date was $4,497,400.

On March 6, 2013, the Company granted an officer a total of 230,000 Options issued under the 2010 Plan with an exercise price of $0.25, which Options vest on March 6, 2013 and expire on March 7, 2018. The fair value of these Options at grant date was $28,290.

On March 6, 2013, the Company entered into an At-Will Employment Agreement with Helen Papagiannis pursuant to which she will serve as the Chief Innovation Officer of the Company. Ms. Papagiannis will receive an annual base compensation of $200,000. Additionally, Ms. Papagiannis was granted 500,000 Options under the Company’s 2010 Plan, with an exercise price of $0.25. 100,000 of such Options vest on March 6, 2013 and expire on March 7, 2018. 400,000 of such Options vest quarterly over the next 2 years (in equal amounts of 50,000 Options at the beginning of the Company’s quarterly reporting periods, i.e. December 1, March 1, June 1 and September 1), and expire 5 years from each vesting date. The fair value of these Options at grant date was $66,000.

On March 25, 2013, the Company received a short-term loan from a shareholder of $200,000 at a rate of 8% per annum with a maturity date ending on or before May 31, 2013.

On April 17, 2013 a majority of the Board of Directors of the Company, resolved that the Company enter into the financing transaction contemplated by a Securities Purchase Agreement.

The Company evaluates events that have occurred after the balance sheet date through the date the financial statements were publicly available. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements .

12

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note:  Certain statements in this quarterly report on Form 10-Q concerning our business prospects or future financial performance, anticipated revenues, expenses, profitability or other financial items, estimates as to size, growth in or projected revenues from the life settlement market, developments in industry regulations and the application of such regulations, expected outcomes of pending or potential litigation and regulatory actions, and our strategies, plans and objectives, together with other statements that are not historical facts, are “forward-looking statements” as that term is defined under the federal securities laws.  All of these forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.  You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission, (“ SEC ”), including our Annual Report on Form 10-K for the year ended August 31, 2012 (“ Fiscal 2012 ”), particularly in the sections entitled “Item 1A – Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. Shareholders and potential shareholders should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Report. Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following:

· actual or anticipated fluctuations in our quarterly and annual operating results;

· actual or anticipated product constraints;

· decreased demand resulting from changes in laws;

· product and services announcements by us or our competitors;

· loss of any of our key executives;

· regulatory announcements, proceedings or changes;

· competitive product developments and legal developments;

· any business combination we may propose or complete;

· any financing transactions we may propose or complete; or

· broader industry and market trends unrelated to its performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Overview

During the year ended August 31, 2012, we formed a wholly-owned subsidiary Infinity Augmented Reality, LLC (“IAR Subsidiary”) which was actively engaged in the development of software applications which will utilize augmented reality.

On February 26, 2013, the Company memorialized its understandings regarding prior and future activities with Infinity Advanced Technologies LTD (“IATL”), a company organized under the laws of the State of Israel which is developing applications for the Company’s augmented reality activities. In consideration of the services provided, IATL shall be entitled to receive a monthly base fee of $53,000. Additional charges may be incurred upon prior approval of the Company.

Effective March 7, 2013, we changed our name from Absolute Life Solutions, Inc. to Infinity Augmented Reality, Inc. On that same date, we merged our IAR Subsidiary into the Company. We are currently actively engaged in the development of software applications which will utilize Augmented Reality. We intend to develop a comprehensive augmented reality platform for consumers. Our objective is to establish ourself firmly as a preeminent source for state-of-the-art augmented reality experiences, forging a strong association, early on, between the Infinity brand and the burgeoning medium.

Augmented reality is a medium in which real sensory inputs are enhanced, or augmented, with relevant digital information from the Internet. Using specially equipped eyewear, virtual images, video, and sound are superimposed for the user over what is actually seen and heard, heightening the real-life experience with additional information that is pertinent, informative, practical, and/or entertaining. The individual user may also be fully immersed in a virtual world, temporarily blocking out real surroundings. With augmented reality, sensory inputs are no longer limited to what is within eyeshot or earshot, but may incorporate, in real-time, all that the network has to offer.

Augmented reality requires an interface, such as digitally-enhanced eyewear, that can instantaneously overlay virtual images and video on top of what is actually experienced. Companies like Google and Lumus are in the process of developing augmented reality glasses that will change the way users see and interact with the world. IAR will utilize their augmented reality applications through these glasses and/or through other mobile devices such as smart phones. As the individual turns his or her head in various directions and looks at different people or objects through the eyewear, the sights that are overlaid change accordingly. The eyewear incorporates speakers that add virtual sounds to the overall experience, as well as microphones that capture and interpret the user’s spoken commands through speech recognition technology in order to summon desired information and actions.

13

Results of Operations

Our results of operations for the three months and six months ended February 28, 2013, consisted of operating and administrative expenses for personnel, leased office space and professional fees, income tax expense and loss from discontinued operations.

Three months and six months ended February 28, 2013 compared to three months and six months ended February 29, 2012

ABSOLUTE LIFE SOLUTIONS, INC.

	Three months ended February 28, 2013			Three months ended February 29, 2012			Six months ended February 28, 2013			Six months ended February 29, 2012
Sales, general and administrative expenses	$	(622,003	)	$	-		$	(882,673	)	$	-
Loss from continuing operations before income tax		(622,003	)		-			(882,673	)		-
Income tax provision		(27,783	)		-			(190,652	)		-
Loss from continuing operations		(649,786	)		-			(1,073,325	)		-
Loss from discontinued operations (including loss on disposal of $8,438,584 for the six months ended February 28, 2013), net of tax		(53,798	)		(1,586,283	)		(4,318,440	)		(5,974,676	)
Net loss	$	(703,584	)	$	(1,586,283	)	$	(5,391,765	)	$	(5,974,676	)

Expenses: Operating and administrative expenses for continuing operations increased from $0 for the three months and six months ended February 29, 2012 respectively to $622,003 and $882,673 for the three months and six months ended February 28, 2013 respectively. Operating expenses were primarily related to consulting fees incurred for development of augmented reality applications. All of the operating and administrative expenses from the prior period related to our life settlements business and were reclassified to discontinued operations. See Note 3 - Discontinued Operations to the Condensed Consolidated Financial Statements contained elsewhere in this Form 10-Q for more information.

Other Income (Loss): We are currently a development stage company and have generated no income in the current period. All of the income (loss) from the prior period related to our life settlements business and was reclassified to discontinued operations. See Note 3 - Discontinued Operations to the Condensed Consolidated Financial Statements contained elsewhere in this Form 10-Q for more information.

Income Tax: Income tax expense for continuing operations increased from $0 for the three months and six months ended February 29, 2012 respectively to income tax expense of $27,783 and $190,652 for the three months and six months ended February 28, 2013 respectively. The increase is primarily attributable to an increase in the valuation allowance pursuant to the Company currently in the development stage. Income tax benefit from the prior period related to our life settlements business and was reclassified to discontinued operations. See Note 3 - Discontinued Operations to the Condensed Consolidated Financial Statements contained elsewhere in this Form 10-Q for more information.

Net Income (Loss): We reported a net loss of $703,584 and $5,391,765 for the three months and six months ended February 28, 2013 respectively compared to a net loss of $1,586,283 and $5,974,676 for the three months and six months ended February 29, 2012 respectively. The decrease of approximately $882,000 and $583,000 respectively is primarily attributable to a decrease of approximately $1,532,000 and $1,657,000 loss from discontinued operations offset by an increase of approximately $622,000 and $883,000 in general and administrative expenses for continuing operations and an increase of approximately $28,000 and $191,000 in income tax expense for continuing operations. Refer to preceding discussions for explanation of variances.

Liquidity and Capital Resources

Net cash used in operating activities for the six months ended February 28, 2013 was $7,493,821. Net cash provided by investing activities was $9,756,718 arising from proceeds received from discontinued operations. Net cash used in financing activities was $2,300,000 arising from payments for discontinued operations. This resulted in a decrease in cash of $37,103.

Working Capital and Capital Availability: As of February 28, 2013, we had negative working capital of $1,020,806 consisting of negative working capital of $245,806 from continuing operations and negative working capital of $775,000 from discontinued operations. Subsequent to February 28, 2013, we received a short-term loan from a shareholder of $200,000 at a rate of 8% per annum with a maturity date ending on or before May 31, 2013. We anticipate, that barring unforeseen developments, the proceeds received from this debt financing will sustain our operations for approximately two months. We expect to raise additional funds to continue our augmented reality operations through debt or equity offerings to one or more accredited investors. Such issuances may dilute the interests of our existing shareholders. During the next twelve months we anticipate that we will not generate significant cash from operations. We are unable to estimate our working capital requirements and capital availability for Infinity for the next twelve months.

14

Going Concern Qualification

The Company will require additional funds to finance its new augmented reality operations. Effective November 15, 2012, we are a development stage company dependent upon the expected demand for our software applications and our ability to generate sufficient cash from our augmented reality business to meet our obligations as they come due. We may not be able to obtain additional financing on reasonable terms or at all. These conditions raise substantial doubt about our ability to continue as a going concern. However, there can be no assurance that the Company can successfully implement its business plan, and it is uncertain that the Company will achieve a profitable level of operations and be able to obtain additional financing. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

Application of Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based on our condensed financial statements that were prepared in accordance with accounting principles generally accepted in the United States of America.  To guide our preparation, we follow accounting policies, some of which represent critical accounting policies as defined by the SEC.  The SEC defines critical accounting policies as those that are both most important to the portrayal of a company’s financial condition and results and require management’s most difficult, subjective, or complex judgment, 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.  Certain accounting estimates involve significant judgments, assumptions and estimates by management that may have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent liabilities, and the reported amounts of income and expenses during the reporting period that management considers critical accounting estimates.  The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, knowledge of the accounts and other factors that are believed to be reasonable.  Because of the nature of the judgments and assumptions made by management, actual results may differ materially from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the results of our operations.  Areas affected by our estimates and assumptions are identified below.

We apply the principles of ASC 985-20, Software- Costs of Software to Be Sold, Leased, or Marketed, which requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. We have adopted the "tested working model" approach to establishing technological feasibility for its products. Under this approach, a product in development is not considered to have passed the technological feasibility milestone until we have produced a model of the product that contains essentially all the functionality and features of the final product and have tested the model to ensure that it works as expected. We have expensed all software development costs when incurred since they have not reached technological feasibility.

We review the carrying value of the property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.  The factors considered by management in performing this assessment includes current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors.  Based on this assessment, there was no impairment during the three months ended February 28, 2013.

We evaluate the useful lives of our property and equipment to assure that an adequate amount of depreciation is being charged to operations.  Useful lives are based generally on specific knowledge of an asset’s life in combination with the Internal Revenue Service rules and guidelines for depreciable lives for specific types of assets.

We are required to estimate our income taxes.  This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes.  These differences result in deferred tax assets and liabilities.  We then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and, to the extent we believe that recovery is not likely, we establish a valuation allowance.  To the extent we establish a valuation allowance or increase this allowance in a period, we include a tax provision or reduce our tax benefit in the statements of operations.  We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations.  We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

We have not made any material changes to our critical accounting estimates or assumptions or the judgments affecting the application of those estimates or assumptions.

15

Off-Balance Sheet Arrangements

We did not engage in any off-balance sheet arrangements or transactions.

Outlook

Effective March 7, 2013, we changed our name from Absolute Life Solutions, Inc. to Infinity Augmented Reality, Inc. On that same date, we merged our IAR Subsidiary into the Company. We are actively enagaged in the development of software applications which will utilize Augmented Reality. On February 26, 2013, we memorialized our understandings regarding prior and future activities with Infinity Advanced Technologies LTD, a company organized under the laws of the State of Israel which is developing applications for our augmented reality activities. We are currently in the process of developing a number of augmented reality applications. We believe our Company and our industry are fundamentally sound and well positioned to deal with the current uncertainty in the financial and capital markets.  We carry no operational debt and do not rely on leverage in our capital structure. We do rely, however, upon the availability of investment capital. While it is conceivable that a financial crisis could diminish the supply of investment capital throughout the economy, we believe that greater investment capital will be placed in the augmented reality sector. We believe this is due to the fact that augmented reality is one of the technologies of the future.

We believe that domestic and international demand for augmented reality products will continue to grow as the industry continues to mature.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.  With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), as of the end of the period covered by this report.  Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such periods, our disclosure controls and procedures were not effective due to the material weaknesses noted below, in ensuring that (i) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

· Due to the small size of its staff, the Company did not have sufficient segregation of duties to support its internal control over financial reporting.

There were no changes in our internal controls over financial reporting during the quarter ended February 28, 2013, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of our business, we may periodically become subject to various lawsuits. However, to our knowledge, we are not a party to any pending or threatened material legal proceedings. To our knowledge, no governmental authority is contemplating commencing a legal proceeding in which we would be named as a party.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

The Company currently does not have senior securities.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

16

Exhibit Number	Description
10.18	Articles of Merger between Absolute Life Solutions, Inc. and Infinity Augmented Reality LLC.
10.19	2013 Equity Incentive Plan.
10.20	Services Agreement effective February 26, 2013 between Absolute Life Solutions, Inc. and Infinity Advanced Technologies LTD.
10.21	Consulting Agreement effective March 4, 2013 between Absolute Life Solutions, Inc. and Agam Technologies LLC.
10.22	Consulting Agreement effective March 4, 2013 between Absolute Life Solutions, Inc. and Gili Revensary individually and as, Managing Member of GiliTech LLC.
10.23	Consulting Agreement effective March 4, 2013 between Absolute Life Solutions, Inc. and SmartEyes LLC.
10.24	Consulting Agreement effective March 4, 2013 between Absolute Life Solutions, Inc. and XO Marketing LLC.
10.25	Consulting Agreement effective March 4, 2013 between Absolute Life Solutions, Inc. and Yossi Shemesh.
10.26	At-Will Employment Agreement effective March 6, 2013 between Absolute Life Solutions, Inc. and Helen Papagiannis.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act .
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act .

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

INFINITY AUGMENTED REALITY, INC. (formerly known as ABSOLUTE LIFE SOLUTIONS, INC.)
April 22, 2013	/s/ Joshua Yifat
	Joshua Yifat Treasurer and Chief Financial Officer (Principal Financial Officer)

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	Capacity in which signed	Date
/s/ Avrohom Oratz
Avrohom Oratz	President and Chief Executive Officer (Principal Executive Officer )	April 22, 2013

18

EX-10.18

EX-10.19

2013 EQUITY INCENTIVE PLAN

1.Purpose of the Plan.

This 2013 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Infinity Augmented Reality, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries.

It is further intended that options granted pursuant to the Plan shall constitute nonqualified stock options (the “Nonqualified Options”). Nonqualified Options are hereinafter sometimes referred to as “Options”.

The Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to those Options for which qualification for such exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted consistent with the Company’s intent as stated in this Section 1.

2.Administration of the Plan.

The Board of Directors of the Company (the “Board”) may, in its discretion, appoint and maintain as administrator of the Plan a Committee (the “Committee”) consisting of two or more directors who are) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which shall serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority to designate recipients of Options and restricted stock (“Restricted Stock”) and to determine the terms and conditions of the respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan.

Subject to the provisions of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan or in any Options or Restricted Stock granted under the Plan in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or any Options or Restricted Stock. The act or determination of a majority of the Committee shall be the act or determination of the Committee and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority of the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action taken or determination made by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.

In the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board otherwise determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided , however , that grants to the Company’s Chief Executive Officer or to any of the Company’s other four most highly compensated officers that are intended to qualify as performance-based compensation under Section 162(m) of the Code may only be granted by the Committee.

3. Designation of Optionees and Grantees.

The persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock (the “Grantees” and together with Optionees, the “Participants”) shall include directors, officers and employees of, and consultants and advisors to, the Company or any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each Option or award of Restricted Stock granted to Participants, the Committee may consider any factors it deems relevant, including, without limitation, the office or position held by the Participant or the Participant’s relationship to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Participant’s length of service, promotions and potential. A Participant who has been granted an Option or Restricted Stock hereunder may be granted an additional Option or Options, or Restricted Stock if the Committee shall so determine.

4. Stock Reserved for the Plan.

Subject to adjustment as provided in Section 8 hereof, a total of 30,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Stock”), shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Stock shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unissued and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Option or award of Restricted Stock expire or be canceled prior to its exercise or vesting in full or should the number of shares of Stock to be delivered upon the exercise or vesting in full of an Option or award of Restricted Stock be reduced for any reason, the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options or Restricted Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where qualification as performance-based compensation under Section 162(m) of the Code is intended.

5. Terms and Conditions of Options.

Options granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. For officers, directors or employees of the Company, the purchase price of each share of Stock purchasable under an Option shall be determined by the Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the date the Option is granted. For consultants or advisors of the Company, the purchase price of each share of Stock purchasable under an Option shall be determined by the Board. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market Value” means the closing price on the grant date of the Stock on the principal securities exchange on which shares of Stock are listed (if the shares of Stock are so listed), or on the NASDAQ Stock Market or OTC Bulletin Board (if the shares of Stock are regularly quoted on the NASDAQ Stock Market or OTC Bulletin Board, as the case may be), or, if not so listed, the mean between the closing bid and asked prices of publicly traded shares of Stock in the over the counter market, or, if such bid and asked prices shall not be available, as reported by Bloomberg L.P. or as determined by the Committee in a manner consistent with the provisions of the Code. Anything in this Section 5(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Stock be less than the minimum price permitted under the rules and policies of any national securities exchange on which the shares of Stock are listed.

(b) Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date such Option is granted ..

(c) Exercisability. Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant; provided , however , that in the absence of any Option vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third of the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant; and provided further that no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the Exchange Act, and related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided under Rule 16b-3(d)(3).

Upon the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Company Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.

For purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change in Control shall be deemed to have occurred if:

(i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;

(ii) the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;

(iii) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates; or

(iv) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and their affiliates.

Notwithstanding the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.

For purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided , however , that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.

(d) Method of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the option period, by giving written notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i) in the form of Stock owned by the Optionee (based on the Fair Market Value of the Stock which is not the subject of any pledge or security interest, (ii) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option, or (iii) by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to such exercise price. An Optionee shall have the right to dividends and other rights of a stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the Optionee (i) has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed by the Company with respect to the withholding of taxes.

(e) Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion, may permit a transfer of an Option to (i) a trust for the benefit of the Optionee, (ii) a member of the Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the provisions hereof shall be void and ineffective and shall give no right to the purported transferee.

(f) Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under the Plan, whichever period is shorter.

(g) Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever period is shorter; provided , however , that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability” shall mean an Optionee’s total and permanent disability; provided that if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in such employment agreement.

(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided , however , that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.

For purposes of this paragraph (h), “ Normal Retirement ” shall mean retirement from active employment with the Company or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such pension plan, age 65, and “ Early Retirement ” shall mean retirement from active employment with the Company or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan, age 55.

(i) Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service for purposes of the Plan.

(i) In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such Subsidiary for “Cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause” shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee may be represented by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty, breach of fiduciary duty or other act detrimental to the interests of the Company or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of willful and material embezzlement or fraud against the Company or of a felony under any state or federal statute; provided , however , that it is specifically understood that “Cause” shall not include any act of commission or omission in the good-faith exercise of such Optionee’s business judgment as a director, officer or employee of the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.

(ii) In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause” or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised by the Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided , however , if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of this Section 5(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason shall exist upon the occurrence of the following:

(A) the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;

(B) a Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and

(C) the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure.

Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.

6. Terms and Conditions of Restricted Stock.

Restricted Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted Stock upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and forfeiture restrictions described in Section 6(d) below.

(b) Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of Common Stock associated with the award promptly after the Grantee accepts such award.

(c) Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.

(d) Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such shares of Restricted Stock.

(e) Change of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.

(f) Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.

7. Term of Plan.

No Option or award of Restricted Stock shall be granted pursuant to the Plan on or after the date which is ten years from the effective date of the Plan, but Options and awards of Restricted Stock theretofore granted may extend beyond that date.

8. Capital Change of the Company.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under the Plan and in the number and option price of shares subject to outstanding Options granted under the Plan, to the end that after such event each Optionee’s proportionate interest shall be maintained (to the extent possible) as immediately before the occurrence of such event. The Committee shall, to the extent feasible, make such other adjustments as may be required under the tax laws so that any Incentive Options previously granted shall not be deemed modified within the meaning of Section 424(h) of the Code. Appropriate adjustments shall also be made in the case of outstanding Restricted Stock granted under the Plan.

The adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section 422 of the Code (in the case of an Incentive Option) and Section 409A of the Code.

9. Purchase for Investment/Conditions.

Unless the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Options or Restricted Stock under the Plan may be required by the Company to give a representation in writing that he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee may impose any additional or further restrictions on awards of Options or Restricted Stock as shall be determined by the Committee at the time of award.

10. Taxes.

(a) The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Options or Restricted Stock granted under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.

(b) If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section 83(b).

11. Effective Date of Plan.

The Plan shall be effective on March 1, 2013; provided, however, that in the event certain Option grants hereunder are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, the requirements as to stockholder approval set forth in Section 162(m) of the Code are satisfied.

12. Amendment and Termination.

The Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant under any Option or Restricted Stock theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without the approval of the stockholders of the Company would:

(a) materially increase the number of shares that may be issued under the Plan, except as is provided in Section 8;

(b) materially increase the benefits accruing to the Participants under the Plan;

(c) materially modify the requirements as to eligibility for participation in the Plan;

(d) extend the term of any Option beyond that provided for in Section 5(b).

(e) except as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through cancellations and re-grants of new Options.

Subject to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such amendment shall impair the rights of any Optionee without the Optionee’s consent.

It is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder (the “ Section 409A Rules”) and the Committee shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or appropriate to comply with the Section 409A Rules.

13. Government Regulations.

The Plan, and the grant and exercise of Options or Restricted Stock hereunder, and the obligation of the Company to sell and deliver shares under such Options and Restricted Stock shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.

14. General Provisions.

(a) Certificates. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

(b) Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director, continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention of any of its consultants or advisors at any time.

(c) Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

(d) Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company may in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with such an exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate stop transfer instructions with respect to such Stock to the Company’s transfer agent.

15. Non-Uniform Determinations.

The Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the agreements evidencing the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible to receive, awards under the Plan, whether or not such Participants are similarly situated.

16. Governing Law.

The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws, and applicable federal law.

INFINITY AUGMENTED REALITY, INC.

2013 EQUITY INCENTIVE PLAN

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between INFINITY AUGMENTED REALITY, INC., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the INFINITY AUGMENTED REALITY, INC. 2013 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company desires to give the Optionee the opportunity to purchase shares of common stock of the Company, par value $0.00001 (“Common Shares”) in accordance with the provisions of the Plan, a copy of which is attached hereto;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of ___________________ (______) Common Shares. The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Option Agreement. The Option granted hereunder is intended to be a nonqualified stock option (“NQSO”) and not an incentive stock option (“ISO”) as such term is defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise Price. The exercise price of the Common Shares covered by this Option shall be $_________ per share. It is the determination of the committee administering the Plan (the “Committee”) that on the Grant Date the exercise price was not less than the par value of a Common Share.

3. Term. Unless earlier terminated pursuant to any provision of the Plan or of this Option Agreement, this Option shall expire on ___________ ___, 20__ (the “Expiration Date”), which date is not more than 10 years from the Grant Date. This Option shall not be exercisable on or after the Expiration Date.

4. Exercise of Option. The Option shall vest according to the following schedule, provided that Optionee remains continuously engaged as a director, officer or employee of, or consultant or advisor to, the Company or a Related Corporation from the date hereof through the applicable vesting date:

Date Installment Becomes Exercisable	Number of Shares
	_______ Shares
	an additional _______ Shares
	an additional _______ Shares
	an additional _______ Shares

The Committee may accelerate any vesting date of the Option, in its discretion, if it deems such acceleration to be desirable. Once the Option becomes exercisable, it will remain exercisable until it is exercised or until it terminates.

5. Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued.

The exercise price shall be paid to the Company:

(a) in cash, or by certified check, bank draft, or postal or express money order;

(b) through the delivery of Common Shares previously acquired by the Optionee;

(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;

(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or

(e) in any combination of (a), (b), (c) or (d) above.

In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise.

Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares.

Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e) (3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable.

Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.

6. Non-Transferability of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

7. Termination of Services. If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, as provided in the Plan. Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

8. Disability. If the Optionee becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during the period of his or her service and, prior to the Expiration Date, the Optionee’s services are terminated as a consequence of such disability, then this Option may be exercised by the Optionee or by the Optionee’s legal representative, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after such termination of services. Any part of the Option that was not exercisable immediately before the Optionee’s termination of services shall terminate at that time.

9. Death. If the Optionee dies during the period of his or her services and prior to the Expiration Date, or if the Optionee’s services are terminated for any reason (as described in Paragraphs 7 and 8) and the Optionee dies following his or her termination of services but prior to the earliest of (i) the Expiration Date, or (ii) the expiration of the period determined under Paragraph 7 or 8 (as applicable to the Optionee), then this Option may be exercised by the Optionee’s estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of his or her death, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date of the Optionee’s death. Any part of the Option that was not exercisable immediately before the Optionee’s death shall terminate at that time.

10. Securities Matters. (a) If, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Common Shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of Common Shares hereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. The Company shall be under no obligation to apply for or to obtain such listing, registration or qualification, or to satisfy such condition. The Committee shall inform the Optionee in writing of any decision to defer or prohibit the exercise of an Option. During the period that the effectiveness of the exercise of an Option has been deferred or prohibited, the Optionee may, by written notice, withdraw the Optionee’s decision to exercise and obtain a refund of any amount paid with respect thereto.

(b) The Company may require: (i) the Optionee (or any other person exercising the Option in the case of the Optionee’s death or Disability) as a condition of exercising the Option, to give written assurances, in substance and form satisfactory to the Company, to the effect that such person is acquiring the Common Shares subject to the Option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to make such other representations or covenants; and (ii) that any certificates for Common Shares delivered in connection with the exercise of the Option bear such legends, in each case as the Company deems necessary or appropriate, in order to comply with federal and applicable state securities laws, to comply with covenants or representations made by the Company in connection with any public offering of its Common Shares or otherwise. The Optionee specifically understands and agrees that the Common Shares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the Securities Act of 1933 and, accordingly, the Optionee may be required to hold the shares indefinitely unless they are registered under such Securities Act of 1933, as amended, or an exemption from such registration is available.

(c) The Optionee shall have no rights as a shareholder with respect to any Common Shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to the Optionee for such Common Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

11. Governing Law. This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Nevada (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and Options granted thereunder.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Nonqualified Stock Option Agreement to be duly executed by its duly authorized officer, and the Optionee has hereunto set his or her hand and seal, all as of the ____ day of ___, 20__.

INFINITY AUGMENTED REALITY, INC.

By:

Name:

Title:

Optionee

INFINITY AUGMENTED REALITY, INC.

2013 EQUITY INCENTIVE PLAN

Notice of Exercise of Nonqualified Stock Option

I hereby exercise the nonqualified stock option granted to me pursuant to the Nonqualified Stock Option Agreement dated as of ______________ __, 20__, by Infinity Augmented Reality, Inc. (the “Company”), with respect to the following number of shares of the Company’s common stock (“Shares”), par value $0.00001 per Share, covered by said option:

Number of Shares to be purchased:	_______
Purchase price per Share:	$_______
Total purchase price:	$_______

___	A.	Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of  $ __________ in full/partial [circle one] payment for such Shares;
		and/or
___	B.	Enclosed is/are Share(s) with a total fair market value of $ on the date hereof in full/partial [circle one] payment for such Shares;
		and/or
___	C.	I have provided notice to [insert name of broker], a broker, who will render full/partial [circle one] payment for such Shares. [Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]
		and/or
___	D.	I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.

Please have the certificate or certificates representing the purchased Shares registered in the following name or names: ________________________; and sent to _________________________.

DATED: ______________ ___, 20__		*
	Optionee’s Signature

Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse.

EX-10.20

SERVICES Agreement

This Services Agreement (“Agreement”) effective as of February 26, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary Infinity Augmented Reality LLC (“Infinity AR”) and Infinity Advanced Technologies, LTD, a company organized under the laws of the State of Israel (“IATL”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, IATL has previously provided consulting services to Infinity AR; and

WHEREAS, ALSO and Infinity AR desires that IATL continue to provide to Infinity AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, IATL has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services; and

WHEREAS, the Parties are interested in more fully setting forth their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

IATL shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. IATL warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

IATL will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, IATL shall be entitled to receive a monthly base fee of $53,000. Additional charges outside of the Services may be incurred upon prior approval of Infinity AR (the “Fee”).

4.2. The Fee due pursuant to Section 4.1 above shall be payable on a monthly basis, by the 30th day of each calendar month with respect to the preceding month, against delivery of an invoice.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 3 months from the Effective Date and shall be automatically renewed thereafter for successive additional 1 (one) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO XO IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. IATL hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to IATL by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by IATL or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to IATL of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, IATL hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. IATL agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. IATL covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. IATL will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

IATL agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

INFINITY AUGMENTED REALITY LLC		INFINITY ADVANCED TECHNOLOGIES LTD
By: Absolute Life Solutions, Inc., Sole Member
By:	/s/ Avrohom Oratz	By:	/s/ Roei Steinberg
Name: Avrohom Oratz		Name: Roei Steinberg
Title: President		Title: VP of Research

Exhibit A

SERVICES

IATL shall render to Infinity AR approximately 1,800 working hours per month for the services detailed below. Services shall include but are not limited to the following:

Software development of augmented reality applications using Xcode for iOS.

Software development of augmented reality applications for Android.

Design and development of UI (user interface) and UX (user experience).

Developing and maintaining servers, design and infrastructure.

Services will be performed primarily in Israel, but IATL may, from time to time, perform the Services at Infinity AR’s NY office.

EX-10.21

CONSULTING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Realty LLC (“Infinity AR”) and Agam Technologies LLC, a limited liability company organized under the laws of the State of New York, USA (“Agam”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, ALSO and Infinity AR desires that Agam provide to Infinity AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, Agam Technologies LLC has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services; and

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

Agam shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. Agam warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

Agam will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, Agam shall be entitled to receive a one-off fee of 5,500,000 Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 1,750,000 Options shall be issued upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and expiring on March 5, 2018 (the “Fee”).

4.2. Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO AGAM IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. Agam hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to Agam by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by Agam or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to Agam of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, Agam hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. Agam agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. Agam covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. Agam will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

Agam agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

[Infinity AR]		[Agam]
By:	/s/ Avrohom Oratz	By:	/s/ Omri Maman
Name: Avrohom Oratz		Name: Omri Maman
Title: President		Title: Managing Member

Exhibit A

SERVICES

AUGMENTED REALITY (“AR”) GAME DEVELOPMENT CONSULTING

3^rd PARTY GAME DEVELOPMENT ARBITRATION

AR GAME INTEGRATION CONSULTING

SUPPORT & TROUBLESHOOTING CONSULTING

EX-10.22

CONSULTING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and Gili Revensary individually and as, Managing Member of GiliTech LLC (“GiliTech”)

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, ALSO and Infinity AR desires that GiliTech provide to Infinity AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, GiliTech has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services; and

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

GiliTech shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. GiliTech warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

GiliTech will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, Gili Revensary shall be entitled to receive a one-off fee of 6,000,000 Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 3,000,000 Options shall be issued upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and expiring on March 5, 2018 (the “Fee”).

4.2. Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO GILITECH IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. GiliTech hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to GiliTech by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by GiliTech or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to GiliTech of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, GiliTech hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. GiliTech agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. GiliTech covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. GiliTech will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

GiliTech agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

[Infinity AR]		[GiliTech]
By:	/s/ Avrohom Oratz	By:	/s/ Gili Revensary
Name: Avrohom Oratz		Name: Gili Revensary
Title: President		Title:

Exhibit A

SERVICES

LOCATION SERVICES CONSULTING

AUGMENTED REALITY (“AR”) - LOCATION RECOGNITION CONSULTING

AR LOCATION CONSULTING

FULL API & AR PLATFORM INTEGRATION CONSULTING

SUPPORT & TROUBLESHOOTING CONSULTING

EX-10.23

ConsultING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf ot its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and SmartEyes Technologies LLC, a limited liability company organized under the laws of the State of New York, USA (“SmartEyes”)

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, ALSO and Infinity AR desire that SmartEyes provide to Infinity AR certain Services (as defined hereinbelow), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, SmartEyes has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services,

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

SmartEyes shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. SmartEyes warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

SmartEyes will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, SmartEyes shall be entitled to receive a one-off fee of 5,000,000 Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 1,350,000 Options shall be issued upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and expiring on March 5, 2018 (the “Fee”).

4.2. Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO SMARTEYES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. SmartEyes hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to SmartEyes by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by SmartEyes or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to SmartEyes of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, SmartEyes hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. SmartEyes agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. SmartEyes covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates. or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. SmartEyes will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

SmartEyes agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

[Infinity AR]		[SmartEyes]
By:	/s/ Avrohom Oratz	By:	/s/ Meni Guy
Name: Avrohom Oratz		Name: Meni Guy
Title: President		Title: Managing Member

Exhibit A

SERVICES

AUGMENTED REALITY (“AR”) SOFTWARE CONSULTING

IMAGE RECOGNITION CONSULTING

AR SOCIAL NETWORKING

AR FACEBOOK INTEGRATION CONSULTING

SUPPORT & TROUBLESHOOTING CONSULTING

EX-10.24

ConsultING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary Infinity Augmented Reality LLC (“Infinity AR”) and XO Marketing LLC, a limited liability company organized under the laws of the State of New York, USA (“XO”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, ALSO and Infinity AR desires that XO provide to Infinity AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, XO has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services; and

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

XO shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. XO warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

XO will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, XO shall be entitled to receive a one-off fee of 5,500,000 Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 1,750,000 Options shall be issued upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and expiring on March 5, 2018 (the “Fee”).

4.2. Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO XO IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. XO hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to XO by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by XO or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to XO of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, XO hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. XO agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. XO covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. XO will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

XO agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

[Infinity AR]		[XO]
By:	/s/ Avrohom Oratz	By:	/s/ Roee Brocial
Name: Avrohom Oratz		Name: Roee Brocial
Title: President		Title: Managing Member

Exhibit A

SERVICES

TECH MARKETING CONSULTING

SOCIAL MEDIA INTEGRATION CONSULTING

FOREIGN MEDIA CONSULTING

EX-10.25

ConsultING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and Yossi Shemesh (“Shemesh”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, ALSO and Infinity AR desires that Shemesh provide to Infinity AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, Shemesh has represented to ALSO and Infinity AR that it has the necessary resources, personnel and technical knowledge to provide the Services; and

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

1. Services

Shemesh shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

2. Warranties and Covenants of the Parties

2.1. Shemesh warrants that it shall perform the Services diligently, efficiently and professionally, and will use its best efforts to perform the Services in compliance with the required level of quality and performance.

2.2. Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.

3. Reports

Shemesh will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

4. Consideration

4.1. In consideration of the Services, Shemesh shall be entitled to receive a one-off fee of 600,000 Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 200,000 Options shall be issued upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and expiring on March 5, 2018 (the “Fee”).

4.2. Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.

4.3. Each Party shall be responsible for its own taxes in connection with payments due by such Party in connection with this Agreement.

5. Term and Termination

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

6. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO SHEMESH IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

7. Intellectual Property Rights.

7.1. Shemesh hereby acknowledges, confirms and agrees that any and all title, interest and right, of any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed, communicated or delivered to Shemesh by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created by Shemesh or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to Shemesh of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement. Without limiting the generality of the aforesaid, Shemesh hereby irrevocably assigns to ALSO in all jurisdictions, all right, title and interest to any Intellectual Property Rights developed by it in the provision of the Services. Shemesh agrees to cooperate with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that may be filed by ALSO or Infinity AR.

7.2. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Agreement.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

8. Confidential Information.

8.1. Shemesh covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates. or which otherwise became known to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings, specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part, for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. Shemesh will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors and affiliates.

8.2. Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall survive the termination of this Agreement.

9. Non-Competition

Shemesh agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

10. Assignment

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

11. Governing Law

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

12. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

13. Miscellaneous

13.1. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto.

13.2. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.

13.3. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or unenforceable part were not contained herein.

13.4. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

[Infinity AR]		[Shemesh]
By:	/s/ Avrohom Oratz	By:	/s/ Yossi Shemesh
Name: Avrohom Oratz		Name: Yossi Shemesh
Title: President		Title:

Exhibit A

SERVICES

FACE RECOGNITION CONSULTING

AUGMENTED REALITY (“AR”) FACE RECOGNITION CONSULTING

SUPPORT & TROUBLESHOOTING

EX-10.26

ABSOLUTE LIFE SOLUTIONS, Inc.

AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT AND ARBITRATION AGREEMENT

As a condition of my employment with Absolute Life Solutions, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I and the Company agree to the following provisions of this Absolute Life Solutions, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):

1.   At-Will Employment

A.   At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY THE PRESIDENT OR CEO OF THE COMPANY. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY, upon written NOTICE. I FURTHER ACKNOWLEDGE THAT THE COMPANY MAY, subject to section 1.b below, MODIFY JOB TITLES, SALARIES, AND BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY.

B.   Severance. If my employment relationship is terminated by the Company without Cause (as defined below) or by me for Good Reason (as defined below), the Company agrees to pay to me severance payments in an aggregate amount equal to three months of my base salary at the monthly rate payable immediately prior to the notice of termination, payable in lump sum on the effective date of termination, less all applicable withholdings. As used herein:

(i)           "Cause" means (a) gross incompetence or willful misconduct by me that is materially injurious to the business, operations or affairs of the Company; (b) a material breach by me of any of the provisions of this Agreement or the Offer Letter (defined below); (c) repeated material violation by me of any of the policies, rules and regulations of the Company (including but not limited to discrimination or harassment); (d) fraud, misappropriation, dishonesty in financial dealings or embezzlement by me in connection with the business, operations or affairs of the Company; or (e) alcohol or substance abuse by me which interferes with the performance of my duties or obligations to the Company, which, in each instance, is not cured, if curable, within ten days following written notice from the Company to me specifying such breach; provided, that clause (d) above shall not be subject to any cure period; and

(ii)           "Good Reason" means (a) relocation by the Company of my principal place of work outside of the Greater New York Metropolitan Area (in and around New York City) without my prior consent, (b) any change to my title to a lower level or a material reduction in my duties and responsibilities, (c) any reduction to my base salary or material reduction in my benefits, other than in connection with an overall reduction in benefits to all Company employees at substantially the same employment level, or (d) a material breach by the Company of the provisions of this Agreement or the provisions of that certain offer letter from the Company and signed by me as of the date hereof (the "Offer Letter"), which, in each instance, is not cured, if curable, within ten days following written notice from me to the Company specifying such breach.

2.   Confidentiality

A.   Definition of Company Confidential Information. I understand that “Company Confidential Information” means information that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential or which I should reasonably expect the Company would wish to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me, and information developed or learned by me in the course of my employment with the Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted or aware of during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

B.   Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will not (i) use the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization of President, CEO, or the Board of Directors of the Company. When compelled by applicable law or by a court of competent jurisdiction or a government or quasi-government agency to make disclosure any Company Confidential Information, I shall, prior to making such disclosure, provide prior written notice to the President, CEO, and General Counsel of the Company. (as applicable), sufficient to enable the Company to act to prevent or limit such disclosure. I agree that I obtain no title to any Company Confidential Information, and that as between Company and myself, the Company retains all Confidential Information as the sole property of the Company I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment. Nothing contained in this Agreement will restrict my use of general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques relating to the Confidential Information retained in my unaided mental impressions, for providing services or developing ideas for myself or to third parties; provided that doing so does not infringe Company’s rights in Inventions.  For the purposes of this provision, memory is “unaided” if I do not make any intentional effort to memorize the information or commit such information to recording in any format (including, but not limited to, paper, electronic, audio or video recording) for the purpose of retaining and subsequently using or disclosing information for commercial or non-commercial exploitation.

- 2 -

C.   Former Employer Confidential Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity with which I have an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

D.    Third Party Information. I recognize that the Company has received and in the future will receive from third parties associated with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during my employment with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies and guidelines that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential Information. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company.

3.    Ownership

A.    Assignment of Inventions. As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of the Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (other than intellectual property rights in or relating to Prior Inventions and Derivative Inventions (as defined below)) (collectively, “Inventions”), are the sole property of the Company (which for purposes of all paragraphs of this Section 3 includes the Company’s designees, if any). I also agree to promptly make full written disclosure to the Company of any Inventions, and to deliver and assign and hereby irrevocably assign fully to the Company all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to Infinity Augmented Reality, Inc. of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Invention.

- 3 -

B.    Pre-Existing Materials. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company (“Prior Inventions”). I shall have the right to continue to work on and improve and create derivatives of my Prior Inventions (“Derivative Inventions”). It is understood and agreed that all Prior Inventions, Derivative Inventions and the results of any Outside Activities are owned by me and are not Inventions. In the event that any work from or for the Company overlaps with Prior Inventions or Derivative Inventions, I shall notify the Company of such overlap and shall have the right to recuse myself from such project so that my ability to perform all obligations under this Agreement is not compromised. I agree not to incorporate Prior Inventions or Derivative Inventions unless I have notified Company of such intent. The terms of any such incorporation shall be part of a separate license agreement between the Company and me.

C.    Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

D.    Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. As between Company and myself, the records are and will be available to and remain the sole property of the Company at all times.

E.    Further Assurances. I agree to assist the Company, or its designee, upon reasonable request and at the Company’s sole cost and expense, in every proper way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. I further agree that my obligations under this Section 3.E shall continue after the termination of this Agreement.

F.    Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or for any other reason to secure my signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by me. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

- 4 -

4.    Conflicting Obligations

A.    Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake or solicit any employee agent or consultant to the Company to undertake any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with my obligations to the Company; provided, that the Company acknowledges and agrees that I shall be permitted to engage and be involved in the Outside Activities as defined in, and to the fullest extent permitted and contemplated by, the Offer Letter, and that my involvement and engagement in such Outside Activities shall not constitute or be deemed to constitute a breach by me of this Agreement or my obligations hereunder.

B.    Prior Relationships. Without limiting Section 4.A, I represent and warrant that, other than the Outside Activities, I have no other agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, my obligations to the Company under this Agreement, or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my breach, as determined by a court of competent jurisdiction, of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well as any reasonable attorneys’ fees and costs , except as prohibited by law.

5.    Return of Company Materials

Upon separation from employment with the Company, on Company’s earlier request during my employment, or at any time subsequent to my employment upon demand from the Company, I will immediately deliver to the Company (which for purposes of this Section 5 includes the Company’s designees, if any), and will not keep in my possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), all tangible embodiments of the Inventions, all electronically stored information and passwords to access such property, Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to Section 3.D. I also consent to an exit interview to confirm my compliance with this Section 5.

6.    Termination Certification

Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit B. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

7.     [Intentionally OMITTED]

8.     [Intentionally OMITTED]

- 5 -

9.    Conflict of Interest Guidelines

I agree to diligently adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s Code of Business Conduct and Ethics. A copy of the Company’s current Code is attached as Exhibit C hereto, but I understand that the Code may be revised from time to time during my employment.

10.    Representations

Without limiting my obligations under Section 3.E above, I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

11.    Audit

I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, voicemail, or documents that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems, including, without limitation, open source or free software not authorized by the Company, and that I shall refrain from copying unlicensed software onto the Company’s technology systems or using non-licensed software or websites. I understand that it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet, email, telephone, and technology systems to which I will have access in connection with my employment.

I am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer I may use to conduct the business of the Company. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed through these systems with or without notice to me and/or in my absence. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all news group activity (including groups visited, messages read, and postings by me), and all file transfers into and out of the Company’s internal networks. The Company further reserves the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet through these systems, including websites visited and any information I have downloaded. In addition, the Company may review Internet and technology systems activity and analyze usage patterns, and may choose to publicize this data to assure that technology systems are devoted to legitimate business purposes.

- 6 -

12.    Arbitration and Equitable Relief

A.    Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES AND MY RECEIPT OF THE COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT OR THE OFFER LETTER, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN THE NEW YORK CIVIL PRACTICE LAW AND RULES, ARTICLE 75, SECTION 7501 THROUGH 7514 (THE “RULES”) AND PURSUANT TO NEW YORK LAW. THE FEDERAL ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE ACT. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAIR CREDIT REPORTING ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, THE FAMILY AND MEDICAL LEAVE ACT, THE NEW YORK STATE HUMAN RIGHTS LAW, THE NEW YORK CITY HUMAN RIGHTS LAW, IF APPLICABLE, THE NEW YORK LABOR CODE, THE NEW YORK WORKERS’ COMPENSATION LAW, CLAIMS OF HARASSMENT, DISCRIMINATION AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF MY RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME.

B.    Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”) IN NEW YORK COUNTY, NEW YORK. I UNDERSTAND THAT THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, EXCEPT AS PROHIBITED BY LAW. I FURTHER UNDERSTAND THAT EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE ATTORNEYS’ FEES AND COSTS; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY, IF HE OR SHE DEEMS APPROPRIATE, AWARD REASONABLE ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY IN THE EVENT THE OPPOSING PARTY’S CLAIM WAS SUBSTANTIALLY UNJUSTIFIED AND UNREASONABLE, EXCEPT AS PROHIBITED BY LAW. I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, MOTIONS TO DISMISS, AND MOTIONS FOR CLASS CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. I AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH NEW YORK LAW, INCLUDING THE NEW YORK CIVIL PROCEDURE LAWS AND RULES, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL NEW YORK LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. WITHOUT LIMITING THE FOREGOING, I AND THE COMPANY SHALL BE ENTITLED TO DOCUMENT AND DEPOSITION DISCOVERY OF THE SAME SCOPE AS THAT AVAILABLE UNDER THE NEW YORK CIVIL PROCEDURE LAWS AND RULES. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH NEW YORK LAW, NEW YORK LAW SHALL TAKE PRECEDENCE. I AGREE THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK.

- 7 -

C.    Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND THIS AGREEMENT AND THE OFFER LETTER, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

D.    Availability of Injunctive Relief. IN ADDITION TO THE RIGHT UNDER THE RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, I AGREE THAT ANY PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF THE AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT BETWEEN ME AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION, NONCOMPETITION OR NONSOLICITATION. I UNDERSTAND THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES.

E.    Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT AND/OR THE OFFER LETTER DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE NEW YORK STATE DIVISION OF HUMAN RIGHTS, THE NEW YORK CITY COMMISSION ON HUMAN RIGHTS (AS APPLICABLE), THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

F.    Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT AND EXECUTED THE OFFER LETTER VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THE OFFER LETTER AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

- 8 -

13.   Miscellaneous

A.    Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of New York without regard to New York’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than New York. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York or as provided in the arbitration provisions of Section 12 above for any lawsuit or dispute filed against me by the Company or for any claim or dispute I have against the Company. I also hereby waive, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

B.    Assignability. This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Notwithstanding anything to the contrary herein, the Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of the Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise. There are no intended third-party beneficiaries to this Agreement, except as may be expressly otherwise stated.

C.    Entire Agreement; Conflicting Provisions. This Agreement, together with the Exhibits herein and the Offer Letter, sets forth the entire agreement and understanding between the Company and me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations. I represent and warrant that I am not relying on any statement or representation not contained in this Agreement or the Offer Letter. Without limiting Section 1.B, any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement. In the event of a conflict between the terms of this Agreement (together with the Exhibits herein) and the terms of the Offer Letter, the terms of this Agreement (together with the Exhibits herein) will, to the extent of such conflict, prevail.

D.    Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

E.    Severability. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

F.    Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the President or CEO of the Company and me. Waiver by me or by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

G.    Survivorship. The rights and obligations of the parties to this Agreement will survive termination of my employment with the Company.

- 9 -

Date:	March 6, 2013	/s/ Helen Papagiannis
		Signature
		Helen Papagiannis
		Name of Employee (typed or printed)

Date:	March 6, 2013	ABSOLUTE LIFE SOLUTIONS, INC.
		By:	/s/_Avrohom Oratz
		Name:	Avrohom Oratz
		Title:	President

[SIGNATURE PAGE TO ABSOLUTE LIFE SOLUTIONS, INC., Inc. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, AND INVENTION ASSIGNMENT AGREEMENT]

- 10 -

EXHIBIT A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title	Date	Identifying Number or Brief Description
“Who's Afraid of Bugs?” Augmented Reality popup book	2011	Augmented Reality (AR) popup book with paper engineering that triggers virtual 3D models & interactivity using AR software and a camera equipped device such as a smartphone or tablet. Theme of exploring bugs and conquering fears.
Augmented Reality Dollhouse popup book	2006	Augmented Reality (AR) popup book with paper engineering that triggers virtual 3D models & interactivity using AR software and a camera equipped device such as a desktop computer with webcam, smartphone or tablet. Theme of exploring a dollhouse or diorama type structure with interactive play as a 'living' house with changing update-able content. Concept can be extended to other play structures/architectures including castle, pirate ship, zoo, fire station, and so on for both boys and girls.
Augmented Reality Dollhouse Toy	Commenced 2011	A children's play toy integrating Augmented Reality atop a physical dollhouse or diorama using an AR equipped device such as but not limited to a smartphone or tablet. Interactive play as a 'living' house with changing update-able content. Concept can be extended to other play structures/architectures including castle, pirate ship, zoo, fire station, and so on for both boys and girls.
Lenticular Augmented Reality	2006	Integration of Augmented Reality into lenticular lenses or analog lenticular folds to enable multiple points of view. Includes multiple flip lenticulars to integrate AR into a single object which can contain multiple markers and triggers multiple experiences that can be viewed from different angles and positions of the same single object. Can be used in, but not limited to, advertising billboards in AR, television viewing experiences, or entertainment experiences for multiple viewers in AR, and AR art installations.

- 11 -

Augmented Reality memory album and Augmented Reality travelogue	2005	Augmented Reality utilized to store and display travel and life memories (including significant life moments as weddings, new baby, birthdays and other celebrations) in a physical book with audio and video clips.
Augmented Reality memory experiences and Augmented Reality memory tourism	2010	Record and share memories in Augmented Reality with loved ones, friends, family that are linked to a specific place or event. Relive the experience: See, hear and even touch those memories stored and overlaid atop the actual place/setting through an Augmented Reality equipped device. Be able to see, hear, touch and experience another's point of view and their memories or experience of a place through AR. Another mode is being able to see, hear, touch, via AR, a celebrity's experience of a place or event as they saw/lived it.
Augmented Reality Wonder Turner sculpture	2010	Large scale interactive sculpture using Augmented Reality triggers on a series of stacked rotatable cubes to create different combinations including characters and musical compositions (with AR elements in video, audio, 3D models, graphics). Exhibited as an art installation.
Augmented Reality Wonder Turner toy	2009	A small scale toy version of the above Wonder Turner.
Amazing Cinemagician RFID & Fog Screen installation	2010	RFID tags embedded in a series of objects such as playing cards to trigger various video clips projected through mixed reality atop a fog screen. Exhibited as an art installation.

- 12 -

Augmented Reality joiners	2009	Multiple Augmented Reality markers forming one continuous composition.
Alice in Wonderland Augmented Reality book	Commenced 2012	A popup and moveable book in Augmented Reality inspired by Alice in Wonderland.
Georges Melies Augmented Reality book	Commenced 2012	A popup and moveable book in Augmented Reality inspired by the magician and filmmaker Georges Melies.
Lena's (dream) Lab Augmented Reality book	Commenced 2012	A popup and moveable book in Augmented Reality in which a lab and dream environment are enacted to tell multiple stories in AR through 'appisodes'.
Hide and Reveal pull tab Augmented Reality book	Commenced 2009	A paper engineered book consisting of physical pull-tabs that reveal different Augmented Reality triggers throughout a story experience.
'The 50 Ideas That Will Change Augmented Reality' (working title) book	Commenced 2012	A non-fiction book detailing the 50 ideas that will shape and define Augmented Reality as a new medium and the future of AR.
Authored articles, ideas and projects on blog at: www.augmentedstories.com	Commenced 2009	Authored articles, ideas and projects on blog at: www.augmentedstories.com
Multi-perspective Augmented Reality book for both fiction and non-fiction	Commenced 2010	A story or narrative that can be told from varying perspectives including non-fiction and fiction formats. The same physical book can be read with different overlay modes in Augmented Reality depending on the perspective the reader would like to experience. An example of non-fiction would be in history to tell the same story from the 'winner's' and 'loser's' perspective. In fiction, various narrators or characters could tell their versions/perspective of the story with various character insights. The book may also be designed in different physical ways to change the content, for instance flipping the book upside down triggers a different augmented perspective.

- 13 -

'The Beautiful.' (working title, story in AR for a film)	Commenced 2008	A story for a film that is based on the premise of defining 'the beautiful' in AR, with characters/people each having different access to what is beautiful based on the software in their AR enabled devices/eyewear. Levels and access to the "beautiful" via the software installed on each individual's AR device vary depending on economic and social class. What one person sees as beautiful through their AR device can be entirely different from the next person's. The storyline includes two characters with different software trying to describe to the other how they see the “beautiful” and what their level of access permits them to experience, being drastically different from each other. Concept can also be extended into a game, book, installation, screenplay, or stage play.
Augmented Reality Panorama Composites	2009	Augmented Reality video clips embedded in a photographic panoramic scene overlaying motion into a static scene.
PhD projects and dissertation	Commenced 2007	PhD projects and dissertation

Date:	March 6, 2013	/s/ Helen Papagiannis
		Signature
		Helen Papagiannis
		Name of Employee (typed or printed)

- 14 -

EXHIBIT B

Infinity Augmented Reality, INC. TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Infinity Augmented Reality, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement.

I further agree that, in compliance with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential any and all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.

Date:
	Signature
	Name of Employee (typed or printed)

Address for Notifications:

- 15 -

EXHIBIT C

ABSOLUTE LIFE SOLUTIONS, INC.

Code of Business Conduct and Ethics

A. INTRODUCTION

The purpose of this Code of Business Conduct and Ethics (this “Code”) is to describe standards of conduct and business expected of directors, officers and employees (the “Covered Persons”) of Absolute Life Solutions, Inc. (the “Company”). All Covered Persons will be required to attest annually to their awareness and acceptance of the provisions of the Code and to affirm their compliance with such provisions.

The Company has formulated this Code to help to ensure that Covered Persons act in accordance with applicable laws and observe the highest ethical standards in their business dealings. The Company is keenly aware of the importance of maintaining its corporate reputation for integrity. It is the responsibility of each Covered Person to create and maintain a fair, honest and professional workplace. The Company believes that honesty is the essential standard of integrity and expects Covered Persons to deal with others in a manner that absolutely excludes any consideration of personal or private benefit. It is, therefore, fundamental to the reputation and continuing success of the Company that Covered Persons adhere to the rules and procedures set forth in this Code.

While this Code is intended to provide guidelines for ethical and professional conduct, ultimately, Covered Persons must exercise good judgment and common sense in interpreting and applying these procedures in any given situation. In cases of doubt, Covered Persons should consult with the Chairman of the Board of Directors (the “Chairman”) and the President of the Company (the “President”).

14. B. GENERAL BUSINESS PRINCIPLES

1. Observance of Highest Ethical Standards

All Covered Persons must observe the highest ethical standards of business conduct in their dealings with the Company’s stockholders, employees, customers, suppliers, landlords, lessees and competitors. No Covered Person should engage in dishonest and unethical behavior affecting such persons, including manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair dealing.

2. Compliance with Laws

All Covered Persons must fully comply with all applicable foreign and United States laws, rules and regulations. No Covered Person should at any time take any action on behalf of the Company which violates such laws, rules or regulations. Ignorance of the applicable laws, rules or regulations will not serve as a defense should such laws, rules or regulations be contravened. Covered Persons should always, including in situations where applicable legal standards are conflicting or unclear, conduct the Company’s business in such a manner that will not embarrass the Company should the full facts be disclosed.

- 16 -

3. Relationships with Public Officials - Political Contributions

The Company’s policy is to develop and maintain good relationships and effective communications at all levels of domestic and foreign governments having authority over the areas in which the Company does business. Contacts with governmental officials both in this country and abroad, whether direct or indirect, shall at all times be maintained as proper business relationships. These contacts must never suggest a compromise of the objectivity of such persons or cast doubt on the Company’s integrity. No corporate funds, property of any kind or services shall be used directly or indirectly to influence the nomination or election of any candidate to public office, if such use is in violation of applicable law. This restriction is not intended to discourage Covered Persons from making proper political contributions to the candidates, parties or committees of their choice.

4. Employment Relationships

The Company is committed to the recruitment, training, development and retention of competent staff. All employment decisions, including selection for employment, promotion and transfer, must be made solely on merit, experience and other work-related criteria.

The employment relationship established with the Company is terminable at will, either by the employee or the Company, at any time, for any reason, and with or without cause. The provisions of this Code should not be construed as creating a right to employment for any person or for any specific period of time. Exceptions to the at-will employment relationship are only permitted when authorized in writing by the Chairman or the President.

5. Truth in Communications

The Chairman and the President are responsible for making public communications about the financial and business condition of the Company and are to cause full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission and in other public communications about the Company.

15. C. COMPANY FUNDS AND ASSETS

Covered Persons are charged with safeguarding the Company’s assets and property and ensuring their efficient and proper use. Covered Persons having authority to handle the Company’s funds or assets are placed in a position of trust with respect to the Company. A Covered Person must at all times maintain in good working order and safeguard from harm, theft or loss all tangible and intangible assets of the Company, whether on the Company’s property or in the possession of the Covered Person. Assets of the Company may be used only for their intended use and only for Company business even though incidental personal use may be permitted. Any assets of the Company in the possession of a Covered Person must be returned to the Company upon the termination of such Covered Person’s employment or association with the Company.

Neither the Company nor the Board of Directors will engage in offering or making available credit or loan arrangements to any member of the Board of Directors or the Company’s executive management.

Any discovery, improvement, or invention made or conceived by an officer or employee, either solely or jointly with others, during the time he or she is employed by the Company which pertains or relates to the products or business in which the Company is engaged shall be the exclusive property of the Company whether or not patentable or copyrightable.

- 17 -

D. CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. When a conflict of interest arises, others may question the Company’s integrity. Therefore, all Covered Persons must conduct themselves in accordance with the highest ethical standards of honesty and fair dealing and should, in pursuit of their business duties, avoid actions that may create a conflict of interest and be adverse to the best interests of the Company and its stockholders.

Covered Persons must report in writing to an appropriate person in the Company (i.e., the Chairman or the President.) the existence or discovery of any circumstances, relating to such Covered Person or other Covered Persons, which constitute a conflict of interest or could create a potential conflict of interest, including any financial or other business relationships, transactions, arrangements or other interests or activities with the Company’s suppliers, customers, competitors or other persons that could create a potential conflict of interest.

If a potential conflict of interest would constitute a “related party transaction” that would be required to be disclosed pursuant to the securities laws, the terms of the proposed transaction must be reported in writing to the Company’s Chairman or President who will refer, if necessary, the matter to the Audit Committee for approval. Generally, a related party transaction is a transaction that includes a director or executive officer, directly or indirectly, and the Company that exceeds $120,000 in amount. If a Covered Person has any questions as to whether a proposed transaction is a “related party transaction,” the Covered Person should contact the Chairman or the President for clarification.

1. Gifts and Entertainment

Gifts and entertainment can easily be misunderstood and can appear to be an attempt to bribe our employees or the employees of another company. Generally, it is the Company’s policy that Covered Persons are prohibited from accepting gifts or favors (i.e., money, merchandise, services, entertainment, travel, or other forms of benefit) from any person or business organization that does business with the Company, seeks to do business with the Company, or is a competitor of the Company. Covered Persons may accept small gifts or favors that would be considered common business courtesies, however, no Covered Person should accept a gift or favor that might be intended to influence, or appears to influence, a business decision. Covered Persons must report to his or her supervisor the receipt of any gifts or favors.

In general, Covered Persons should not solicit entertainment, but are allowed to accept entertainment if the following criteria are met:

(a) it occurs infrequently;

(b) it arises in the normal course of business and would be considered a common business courtesy;

(c) it involves reasonable expenditures; and

(d) it takes place in settings that are appropriate and fitting.

- 18 -

A Covered Person shall not accept travel, vacation arrangements or similar favors or gratuities. Attending sports or theatrical events with and as a guest of a supplier or receiving sports or theatre tickets for personal use is acceptable and considered a normal business practice if kept within reasonable limits.

2. Certain Interests

Each Covered Person must report in writing to the Chairman or the President any service as an officer, director, member, manager, partner or trustee of or any investment in a company that is a customer, supplier, contractor, competitor or any person or organization having dealings with the Company where the Company’s relationship with such organization is significant. For the purposes of this Code, the term “investment” means any investment beneficially owned by the Covered Person, his or her family member, nominee, or other person through which the Covered Person derives an economic benefit; provided, however, the term “investment” shall not mean any beneficial ownership of up to five percent (5%) of the outstanding securities of a publicly-held company that is a customer, supplier, contractor, or competitor of the Company.

3. Corporate Opportunity

Covered Persons should not: (i) take for themselves personally opportunities that are discovered through the use of Company property, information or position; (ii) use Company property, information, or position for personal gain; or (iii) directly compete with the Company. Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

4. Acting as a Supplier

A Covered Person may not enter into an agreement with the Company as a supplier of products and services to the Company unless he or she receives a prior written approval in accordance with this Code. This policy extends to any prospective supplier that is controlled or actively influenced by a Covered Person. Selection of a supplier, including a Covered Person, must be made in accordance with the Company’s procedures and policies.

5. Outside Activities

Officers and employees should avoid outside employment or activities that impair effective performance of their obligations to the Company, either because of excessive demands on their time or because the outside commitments constitute a drain away from the Company of their talents and creative energies.

Of course, reasonable participation in the activities of a trade association, professional society or charitable institution on an uncompensated basis will not be deemed to violate the Conflicts of Interest provisions of this Code.

E. COMPANY INFORMATION

1. Integrity of Records

The Company requires honest and accurate recording and reporting of information at all times. It applies the highest ethical standards in its financial and non-financial reporting and follows the Securities and Exchange Commission’s and other applicable rules regarding financial reporting.

- 19 -

Covered Persons may not manipulate financial accounts, records or reports or take any action or cause any person to take any action to influence, coerce, manipulate or mislead auditors for the purpose of rendering financial statements misleading.

All transactions must be approved and executed in accordance with internal control procedures established by the Company and must be recorded in such a manner as to permit the preparation of accurate financial statements for the Company.

Covered Persons may not knowingly alter, destroy, mutilate, conceal, cover up, falsify or make a false entry in any record, document or tangible object with the intent either to impair the object’s integrity or availability for use in an official proceeding or to obstruct, impede, direct or influence the investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States or any bankruptcy case, or in relation to or contemplation of any such matter or case.

Covered Persons who prepare, maintain or have custody of the Company’s records and reports should endeavor to ensure that these documents are: (i) accurate and complete and clearly reflect the assets and transactions of the Company; (ii) safeguarded from loss or destruction; (iii) retained for specified periods of time in accordance with the Company’s document retention policy; and (iv) maintained in confidence.

2. Trade Secrets/Confidential Information

In general, a “trade secret” is any nonpublic information that affords a commercial advantage to its owner. Trade secrets may take form of a customer list, business plan and business strategy, terms and conditions of the Company’s contracts and agreements or any number of other things which enhance the ability to compete for business. The Company possesses trade secrets and other confidential information, many of which are the product of considerable investment by the Company.

Trade secrets and other confidential information disclosed to or observed by Covered Persons should not be revealed at any time to any person or firm or used at any time for any purpose other than the advancement of the Company’s business interests. The Company’s policy is that all information developed or shared as the result of business processes is proprietary to the Company and an important asset in the operation of the Company’s business, and the unauthorized use or disclosure of this information is prohibited.

All information about the Company, its business, stockholders, customers and suppliers should be considered confidential unless the information is already known to the public. This includes, but is not limited to, confidential technology, proprietary information, trade secrets, business plans, documents, pricing and records. Covered Persons should not, without prior written authorization from the appropriate authority, acquire, use, access, copy, remove, modify, alter or disclose to any third parties, any confidential information for any purpose other than to perform their job responsibilities or in furtherance of expressly stated Company-sponsored activities. Any such materials must be returned to the Company prior to a Covered Person leaving the Company.

Similarly, all Covered Persons must respect the confidentiality of their former employer’s trade secrets. As a result, Covered Persons should not divulge such information to any of the Company’s personnel or use the information while associated with the Company, unless explicit written permission by the former employer has been obtained.

- 20 -

Confidential information or materials in the possession of a Covered Person must be returned to the Company upon termination of employment or association with the Company. Since the Company views the protection of its confidential information as highly critical to its business, unauthorized disclosure of such information by the Covered Persons will result in disciplinary action that may include termination of employment or prosecution under applicable law.

3. Insider Trading

It is unlawful to buy or sell securities on the basis of material, non-public information (whether such information is gained in the course of employment or otherwise) for Company-owned or managed accounts, for personal accounts, or for any accounts that associates may influence, including, but not limited to, accounts of family members. This type of activity is known as “insider trading” and is prohibited by securities laws and Company policy.

Information may be material if there is a substantial likelihood that the information would affect the price of the security or that a reasonable investor would consider the information significant in deciding whether to buy or sell a security. Information is considered to be non-public if it has not been disclosed to the public. Generally, information is considered disclosed to the public if it has been published in newspapers or other media, has been the subject of a press release or a public filing with the Securities and Exchange Commission and, in all cases, at least 48 hours has passed since the publication, release or filing.

Substantial penalties may be assessed against people who trade while in possession of material inside information and can also be imposed upon companies and so-called controlling persons such as officers and directors, who fail to take appropriate steps to prevent or detect insider trading violations by their employees or subordinates. Sanctions may be imposed by law enforcement officials for violating the insider trading policy, as well as Company-imposed sanctions, up to and including termination of employment.

The Company opposes the unauthorized disclosure of any non-public information acquired in the work-place and prevents the misuse of material nonpublic information in securities trading. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. Covered Persons may not, therefore, disclose information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. Covered Persons also may not discuss the Company or its business in an internet “chat room” or similar internet-based forum.

F. EMBEZZLEMENT, THEFT, FRAUD AND NON-MONETARY IRREGULARITIES

The Company expects all Covered Persons to continuously demonstrate honesty and integrity in their business activities and relationships. Except for incidental personal use, all Company assets should be used for legitimate business purposes. Unacceptable conduct includes:

· conversion to cash of any checks made payable to the Company or misappropriation of cash receipts, including delaying submission of cash receipts so that they may be used on a temporary basis for personal reasons;

· authorization for payment of goods and services not received, or overpayment for goods or services;

- 21 -

· acceptance of kickbacks;

· engaging in any unethical act to entice a customer or potential customer to do business with the Company;

· accepting, soliciting or giving gifts, gratuities or any other personal benefit or favor from or to suppliers, potential suppliers or customers, except as provided in this Code;

· failure to accurately report the proceeds from the disposal of assets;

· misstatement of travel or expense reports, including processing of non-business items for expense report reimbursement;

· falsification of any reports submitted to financial or operational management including but not limited to:

- misreporting or manipulating revenue or expenses to enhance reported financial results,

- delay in reporting revenues,

- delay in reporting expenses,

- misstating quantities of physical inventories or the cost basis of inventories, and

- submission of inflated or fictitious inter-company expenses;

· engaging in any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the Company’s financial statements for the purpose of rendering such financial statements materially misleading;

· misuse of Company computer resources;

· unauthorized or improper access, misuse, modification, destruction or disclosure of Company data/software or non-Company data/software for which the Company has been identified as accountable for processing, accessing and/or storing;

· failure to follow policies relating to capital expenditures; and

· theft of any nature (cash, equipment, parts, etc.).

G. REPORTING AND COMPLIANCE WITH THE CODE’S STANDARDS

1. Reporting of Violations

Any Covered Person having knowledge of any actions prohibited by this Code must report such activity immediately to his or her supervisor or the Chairman or the President. Prohibited actions involving directors and executive officers should be reported to the Audit Committee. Suspected violations or good faith concerns regarding accounting, internal accounting controls or auditing matters should be reported directly to the Audit Committee. Covered Persons are expected to cooperate in internal investigations of misconduct.

2. Prohibition against Retaliation

It is the Company’s policy not to allow retaliation against any Covered Person for reports of misconduct or suspected violation of this Code by another person made in good faith, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense, or for proving information on actions such Covered Person reasonably believes to be violations of securities laws, rules of the Securities and Exchange Commission, or other federal laws relating to fraud against stockholders.

- 22 -

3. Enforcement

The Company must ensure prompt and consistent action against violations of this Code and reporting of violators to the appropriate authorities. All management personnel of the Company shall be responsible for the enforcement of this Code. The management shall periodically review the rules and procedures contained herein with the Covered Persons to ensure that the Covered Persons understand and comply with this Code.

In some situations it is difficult to determine if a violation occurred. In order to afford a fair process by which to determine violations of the Code, the Covered Persons should keep the following in mind:

(a) make sure that the reporting person has all the facts available to him or her;

(b) use judgment and common sense in determining whether an act seems unethical or improper;

(c) discuss the situation with the supervisor or manager; and

(d) if one is unsure of what to do in any situation, he or she should ask for guidance before acting.

4. Waivers

Any waiver of this Code for any director, executive officer or senior financial officer of the Company may be granted only upon approval by the Board of Directors and disclosed in accordance with an applicable exchange rules or securities laws. A waiver of this Code for other directors, officers or employees of the Company may be granted only by the Chairman or the President in writing. For purpose of this Code, a “senior financial officer” means the Company’s principal financial officer, principal accounting officer, controller, and other persons performing similar functions.

5. Sanctions

Any Covered Person who is found to have violated this Code, or knowingly permits a Covered Person under his or her supervision to do so, may be subject to immediate disciplinary action, including, but not limited to, reassignment, demotion, or, where appropriate, dismissal and legal proceedings to recover the amount of any improper expenditures and any other losses that the Company may have incurred as a result of such violation. Violations of this Code may also result in prosecution of the individual under applicable criminal law statutes.

6. Interpretation

All questions regarding the interpretation, scope, and application of the policies set forth in this Code should be referred to the Chairman or the President, who will consult with the outside legal counsel for resolution.

7. Acknowledgment

Each Covered Person will be required to sign an acknowledgment annually certifying that he or she has read, understands and agrees to abide by the policies set forth in this Code.

- 23 -

16. CODE OF BUSINESS CONDUCT AND ETHICS

17. ACKNOWLEDGMENT

By signing below, I acknowledge and certify that I have received, read, and understand Absolute Life Solutions, Inc.’s Code of Business Conduct and Ethics (the “Code”).

I acknowledge that my employment relationship with the Company is terminable at will, by the Company or me, at any time, for any reason, with or without cause.

I agree (i) to comply with the Code and conduct the business of the Company in keeping with the highest ethical standards and (ii) to comply with international, federal, state and local laws applicable to the Company’s businesses. I understand that failure to comply with the Code will lead to disciplinary action by the Company, which may include termination of my employment and/or the reduction of compensation or demotion.

(Please Print)

Name	Helen Papagiannis
Business Unit/Location
Position Title	Chief Innovation Officer
Signature	/s/ Helen Papagiannis
Date	March 6, 2013

Please sign and return entire document to the President and keep a copy hereof for your own files.

EX-31.1

Exhibit 31.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

I, Avrohom Oratz, certify that:

1. I have reviewed this Form 10-Q of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.);

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 issuer as of, and for, the periods present in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 reasonable 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 issuer’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 issuer’s internal control over financing reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: April 22, 2013

/s/ Avrohom Oratz

Avrohom Oratz

President and Chief Executive

Officer (principal executive officer

and duly authorized officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

I, Joshua Yifat, certify that:

1. I have reviewed this Form 10-Q of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions , Inc.);

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 small business issuer as of, and for, the periods present in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 reasonable 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 issuer’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 issuer’s internal control over financing reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: April 22, 2013

/s/ Joshua Yifat

Joshua Yifat

Treasurer and Chief Financial
Officer (principal financial  officer
and duly authorized officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.), for the quarter ending February 28, 2013, I, Avrohom Oratz, President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.    Such Quarterly Report on Form 10-Q for the quarter ending February 28, 2013, 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 such Quarterly Report on Form 10-Q for the quarter ending February 28, 2013, fairly represents in all material respects, the financial condition and results of operations of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.).

Date: April 22, 2013

/s/ Avrohom Oratz

Avrohom Oratz

President and Chief Executive Officer

(principal executive officer and duly authorized officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.), for the quarter ending February 28, 2013, I, Joshua Yifat, Treasurer and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.    Such Quarterly Report on Form 10-Q for the quarter ending February 28, 2013, 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 such Quarterly Report on Form 10-Q for the quarter ending February 28, 2013, fairly represents in all material respects, the financial condition and results of operations of Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.).

Date: April 22, 2013

/s/ Joshua Yifat

Joshua Yifat

Treasurer and Chief Financial Officer

( principal financial  officer and duly authorized
officer)