EXHIBIT2.2 ASSETPURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made and entered into this 2nd day of April, 2008, by and between Visual Management Systems, Inc. a Nevada corporation, with an address of 1000 Industrial Way North Suite C, Toms River, NJ 08755 (“VMS”), Intelligent Digital Systems, LLC, a Delaware limited liability company, with an address of 543 Broadway, Massapequa, New York 11758, (“IDS”), IDS Patent Holding LLC, a New York limited liability company with an address of 543 Broadway, Massapequa, New York 11758 (“IPH”) and, solely with respect to Section 9 of this Agreement, Jay Russ, an individual maintaining a business address at 543 Broadway, Massapequa, New York 11758 (the “Member”).

A.    IDS is the owner of certain assets including but not limited to digital video recorder (“DVR”) software source code and computer hardware, product inventory, intellectual property rights including trademarks (but excluding patent applications), existing customers accounts and lists, and other things of value, a list of which is attached hereto and incorporated herein by reference as Exhibit A (the “Assets”).

B.    IDS is also the owner of certain other assets including but not limited to certain intellectual property including pending patent applications and any patents issued in respect thereof, claims for infringement in respect thereof and other things of value, a list of which is attached hereto and incorporated herein by reference as Exhibit B (the “Other Assets”).

C.    VMS desires to purchase and acquire from IDS the Assets, and to direct the contribution of the Other Assets to IPH, a new entity to be jointly owned by VMS and IDS, and IDS desires to transfer and convey the Assets to VMS and to contribute the Other Assets to IPH, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and on the terms and subject to the conditions herein set forth, the parties hereby agree as follows:

1.1           Closing. “Closing” shall mean the closing of the transaction contemplated by this Agreement, which shall occur at 5:00 p.m., on the Closing Date in the offices of VMS, or at such other time and place as shall be mutually agreed in writing by the parties hereto.

1.3           The Assets.  “The Assets” shall mean, such property belonging to IDS, listed in Exhibit A of this Agreement, which shall be conveyed to VMS pursuant to this Agreement.

5.5           Adverse Agreements. IDS is not a party to any agreement or instrument or any judgment, order, writ, injunction, decree, rule or regulation which materially and adversely affects or, so far as IDS can now reasonably foresee, will in the future materially and adversely affect the Assets as listed in Exhibit A, or the Other Assets as listed in Exhibit B.

5.7           Consents. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of IDS.

5.10         Financial Statements.  IDS has delivered to VMS audited balance sheets as of December 31, 2007, 2006 and 2005 and statements of operations and cash flows for the fiscal years ended December 31, 2007, 2006 and 2005 (collectively, the “Financial Statements”).  The Financial Statements are based upon the information contained in the books and records of IDS, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied throughout the periods indicated and fairly present the financial condition and results of operations of IDS as of the dates and for the respective periods presented.

5.11         Absence of Certain Changes.  Since December 31, 2007, there has not been  any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by it, whether or not covered by insurance, which damage, destruction or loss is reasonably likely, individually or in the aggregate, to have a material adverse effect on IDS’ financial condition, properties, assets, business or results of operations.

5.12         Litigation and Liabilities.  There are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of IDS, threatened against IDS or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise, or any other facts or circumstances, in either such case, of which IDS has knowledge that are reasonably likely to result in any claims against or obligations or liabilities of IDS.

5.13         Compliance with Laws.  The business of IDS has not been, and is not being, conducted in violation of any law, statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, license, authorization, opinion, agency requirement or permit (collectively, “Laws”) of any governmental or regulatory authority, court, agency, commission, body or other governmental entity (“Governmental Entity”).  No investigation or review by any Governmental Entity with respect to IDS is pending or, to the knowledge of IDS, threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except for tax proceedings.  To the knowledge of IDS, no material change is required in IDS’ processes, properties or procedures in connection with any such Laws, and it has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof.  IDS has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted.

5.14          Taxes.  IDS has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material tax returns required to be filed by it and all such filed tax returns are complete and accurate in all material respects and: (i) IDS has paid all taxes that are shown as due on such filed tax returns or that IDS is obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith or for such amounts that, alone or in the aggregate, are not reasonably likely to have a material adverse effect on it; (ii) except as otherwise specified on Schedule 5.14 annexed hereto, as of the date hereof, there are no pending or, to the knowledge of IDS, threatened, any audits, examinations, investigations or other proceedings in respect of taxes or tax matters; and (iii) except as otherwise specified on Schedule 5.14 annexed hereto, there are not, to the knowledge of IDS, any unresolved questions or claims concerning IDS’ tax liability that are reasonably likely to have a material adverse effect on IDS.

5.15         Labor Matters.  IDS is not the subject of any proceeding asserting that it has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the knowledge of its executive officers, threatened, nor has there been for the past  five years, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving it.

5.16         No Default.  IDS is not currently and does not expect  to be in the future, in violation or breach of or in default under, and no conditions exist that, with the giving of notice or the lapse of time or both, would constitute a default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which IDS is a party or by which it or any of its properties or assets may be bound, except any such violation, breach or default that is not reasonably likely to have a material adverse effect on its financial condition, properties, assets, business or results of operations.

5.17          Intellectual Property Rights.  Schedule 5.17 contains an accurate and complete description of all material domestic and foreign patents, trademarks, trademark registration, service marks, service marks registration, logos, trade names, assumed names, copyrights and copyright registrations and all applications therefor, presently owned or held by IDS or under which IDS owns or holds any license, or in which IDS owns or holds any direct or indirect interest, and to IDS’ knowledge no others are necessary for the use of the Assets or Other Assets in accordance with past practice.  To the knowledge of IDS, no products sold or services provided by IDS, nor any patents, formulae, know-how, secrets, trademarks, trademark registrations, service marks, service marks registration, logos, trade names, assumed names, copyrights, copyright registrations, or designation used or licensed for use in connection with the Assets or Other Assets, infringe on any patents, trademarks, licenses, or copyrights, or any other rights, of any person.  IDS is the sole owner of, has the sole and exclusive right to use, has the right and power to sell, and has taken all reasonable measures to maintain and protect, the patents, trademarks, trademark registrations, logos, trade names, assumed names, copyrights, copyright registrations, service marks and service mark registrations listed in Schedule 5.17 as owned by it.  Except as set forth in Schedule 5.17, no claims have been asserted against IDS in writing by any person and received by it challenging the use of any such patents, trademarks, trademark registrations, service marks, service mark registrations, logos, trade names, assumed names, copyrights and copyright registrations or challenging or questioning the validity or effectiveness of any such license or agreement, or the use of any formula, know-how or secrets used in connection with the Assets  or Other Assets and, to the knowledge of IDS, there is no valid basis for any such claim.  To IDS’ knowledge,  no other party is infringing on the patents, trademarks, trademark registrations, logos, tradenames, assumed names, copyrights copyright registrations, service marks and service mark registrations listed in Schedule 5.17.

5.19          Brokerage.  No third party shall be entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based upon any arrangement or agreement made by IDS or the Member.

6.1           Organization and Good Standing. IPH is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York and has all the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  IPH has engaged in no business other than its organizational activities and actions related to this Agreement and the transactions contemplated hereby, and, other than this Agreement, is not a party to any agreement, indenture or other instrument under which it or its properties may be bound.

6.5           Consents. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of IPH.

7.3           IPH’s Indemnity. Subject to the terms of this Section 7, IPH hereby agrees to indemnify, defend and hold harmless VMS and its officers, directors, employees, agents, attorneys, accountants and affiliates from and against any and all Damages asserted against or incurred by VMS or IDS by reason of or resulting from a breach by IPH of any representation, warranty or covenant contained herein, or in any agreement executed pursuant hereto.

7.4            Indemnification Procedures.  In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice.  Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation.  In no event shall a party guilty of fraud or willful misconduct be entitled to indemnity with respect to any matter involving such fraud or willful misconduct.  In the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more material defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld.  In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand, subject to the written consent of the Indemnifying Party such consent not to be unreasonably withheld.  In any event, except to the extent that they have an interest adverse to the other, the parties hereto shall cooperate in the defense of any claim or litigation subject to this Section 7 and the records of each shall be available to the other with respect to such defense.

8.2           Modification of Closing.  Any desired modifications to the time or location of the Closing must be made in writing, with timely notification to all parties.  Upon the mutual written agreement of the parties following such notification, the Closing may be rescheduled, approval of such rescheduling not being unreasonably withheld by any party.

10.8         Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin to run on the next day that is not a Saturday, Sunday or legal holiday.